Lionbridge Technologies (LIOX)

Non-Qualified Stock Option Agreement

Lionbridge Technologies, Inc. a Delaware corporation (the “Company”), hereby grants as of ___________ to «FirstName» «LastName» (the “Non-Employee Director Optionee”) an option to purchase a maximum of «Number1» shares (the “Option Shares”) of its Common Stock, $.01 par value per share (“Common Stock”), at the price of US$_______ per share, the fair market value of the Company’s stock on the date of grant, on the following terms and conditions:

1. Grant Under 2005 Stock Incentive Plan. This option is granted pursuant to and is governed by the Company’s 2005 Stock IncentivePlan (the “Plan”) and, unless the context otherwise requires, terms used herein shall have the same meaning as in the Plan. Determinations made in connection with this option pursuant to the Plan shall be governed by the Plan as it exists on this date.

2. Grant as Non-Qualified Option; Other Options. This option shall be treated for United States income tax purposes as a Non-Qualified Option (rather than an incentive stock option). This option is in addition to any other options heretofore or hereafter granted to the Non-Employee Director Optionee by the Company or any Related Corporation (as defined in the Plan), but a duplicate original of this instrument shall not effect the grant of another option.

3. Vesting of Option if Business Relationship Continues. If the Non-Employee Director Optionee has continued to serve the Company or any Related Corporation in the capacity of director (such service is described herein as maintaining or being involved in a “Business Relationship” with the Company) on the following dates, this option will become exercisable (“vest”) as to 25% of the original number of Option Shares on the first anniversary of the Grant Date and as to an additional 12.5% of the original number of Option Shares at the end of each successive six month period following the first anniversary of the Grant Date until the fourth anniversary of the Grant Date.

Notwithstanding the foregoing, in accordance with and subject to the provisions of the Plan, the Committee may, in its discretion, accelerate the date that any installment of this Option becomes exercisable, and this Option shall become immediately exercisable and fully vested upon the consummation of a Reorganization Event as defined in the Plan. The foregoing rights are cumulative and (subject to Sections 4 or 5 hereof if the Business Relationship between the Non-Employee Director Optionee and the Company or any Related Corporation terminates) may be exercised up to and including the date that is ten years from the date this option is granted.

Non-Qualified Stock Option Agreement

Lionbridge Technologies, Inc. a Delaware corporation (the “Company”), hereby grants as of                      to «FirstName» «LastName» (the “Optionee”) an option to purchase a maximum of «Number1» shares (the “Option Shares”) of its Common Stock, $.01 par value per share (“Common Stock”), at the price of US$             per share, the fair market value of the Company’s stock on the date of grant, on the following terms and conditions:

1. Grant Under 2005 Stock Incentive Plan. This option is granted pursuant to and is governed by the Company’s 2005 Stock IncentivePlan (the “Plan”) and, unless the context otherwise requires, terms used herein shall have the same meaning as in the Plan. Determinations made in connection with this option pursuant to the Plan shall be governed by the Plan as it exists on this date.

2. Grant as Non-Qualified Option; Other Options. This option shall be treated for United States income tax purposes as a Non-Qualified Option (rather than an incentive stock option). This option is in addition to any other options heretofore or hereafter granted to the Optionee by the Company or any Related Corporation (as defined in the Plan), but a duplicate original of this instrument shall not effect the grant of another option.

3. Vesting of Option if Business Relationship Continues. If the Optionee has continued to serve the Company or any Related Corporation in the capacity of an employee, officer, director or consultant (such service is described herein as maintaining or being involved in a “Business Relationship” with the Company) on the following dates, this option will become exercisable (“vest”) as to 25% of the original number of Option Shares on the first anniversary of the Grant Date and as to an additional 12.5% of the original number of Option Shares at the end of each successive six month period following the first anniversary of the Grant Date until the fourth anniversary of the Grant Date.

Notwithstanding the foregoing, in accordance with and subject to the provisions of the Plan, the Committee may, in its discretion, accelerate the date that any installment of this Option becomes exercisable. The foregoing rights are cumulative and (subject to Sections 4 or 5 hereof if the Business Relationship between the Optionee and the Company or any Related Corporation terminates) may be exercised up to and including the date that is ten years from the date this option is granted.