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Exhibit 4.9
NUANCE COMMUNICATIONS, INC.
FORM OF STAND-ALONE STOCK OPTION AGREEMENT
I. NOTICE
OF STOCK OPTION GRANT
______________
You,
__________, (the "Optionee"), have been granted a Nonstatutory
Stock
Option to purchase Common Stock of the Company, subject to the
terms and
conditions of this Agreement, as follows:
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Grant
Number
________
Date of
Agreement/Grant
April __, 2007
Vesting
Commencement Date
April __, 2007
Exercise
Price per Share
$_______
Total
Number of Shares Granted
________
Total
Exercise Price
$________
Type of
Option:
___ Incentive Stock Option
_X_ Nonstatutory Stock Option
Term/Expiration Date:
April __, 20__
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Vesting
Schedule:
Subject to
accelerated vesting as set forth below, this Option may be
exercised, in whole or in part, in accordance with the vesting
schedule attached
hereto as Exhibit A.
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Termination Period:
This
Option may be exercised for 30 (THIRTY) DAYS after (i) Optionee
voluntarily ceases to be a Service Provider or (ii) Optionee's
employment is
terminated for cause. In the event of an involuntary termination
(not for
cause), this option may be exercised 90 (NINETY) DAYS after
Optionee ceases to
be a Service Provider. Upon the death or Disability of the
Optionee, this Option
may be exercised for SIX MONTHS after Optionee ceases to be a
Service Provider.
If there
is a change of control transaction and Optionee's employment is
terminated within twelve months following the change of control
transaction by
the Company for a reason other than cause, death or disability, and
Optionee
executes a severance agreement specified by the Company (including,
among other
things, a full release of claims and non-competition agreement),
Optionee will
receive immediate acceleration of any unvested stock options.
In no
event shall this Option be exercised later than the
Term/Expiration
Date as provided above.
II.
AGREEMENT
A.
Definitions. As used herein, the following definitions shall
apply:
(a) "Administrator" means the Board or any of its Committees as
shall be
responsible for administering the Company's equity
compenstation
plans.
(b) "Agreement" means this stock option agreement between the
Company
and Optionee evidencing the terms and conditions of this
Option.
(c) "Applicable Laws" means the requirements relating to the
administration of equity-based awards under U.S. state corporate
laws,
U.S.
federal and state securities laws, the Code, any stock exchange
or
quotation
system on which the Common Stock is listed or quoted and the
applicable
laws of any foreign country or jurisdiction that may apply to
this
Option.
(d) "Board" means the Board of Directors of the Company.
(e) "Code" means the Internal Revenue Code of 1986, as amended.
Any
reference
to a section of the Code herein will be a reference to any
successor
or amended section of the Code.
(f) "Committee" means a committee of Directors appointed by the
Board.
(g) "Common Stock" means the common stock of the Company.
(h) "Company" means Nuance Communications, Inc. a Delaware
corporation. With respect to the definitions of the Performance
Goals, the
Committee
may determine that "Company" means Nuance Communications, Inc.
and its
consolidated subsidiaries.
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(i) "Consultant" means any person, including an advisor, engaged
by
the
Company or a Parent or Subsidiary to render services to such
entity.
(j) "Director" means a member of the Board.
(k) "Disability" means total and permanent disability as defined
in
Section
22(e)(3) of the Code.
(l) "Employee" means any person, including Officers and
Directors,
employed
by the Company or any Parent or Subsidiary of the Company.
Neither
service as a Director nor payment of a director's fee by the
Company
shall be sufficient to constitute "employment" by the Company.
(m) "Exchange Act" means the Securities Exchange Act of 1934,
as
amended.
(n) "Fair Market Value" means, as of any date, the value of
Common
Stock
determined as follows:
(i) If the Common Stock is listed on any established stock
exchange or a national market system, including without
limitation
the Nasdaq National Market or The Nasdaq SmallCap Market of The
Nasdaq Stock Market, its Fair Market Value shall be the closing
sales price for such stock (or the closing bid, if no sales
were
reported) as quoted on such exchange or system on the day of
determination, as reported in The Wall Street Journal or such
other
source as the Administrator deems reliable;
(ii) If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair
Market Value of a Share of Common Stock shall be the mean
between
the high bid and low asked prices for the Common Stock on the
last
market trading day on the day of determination, as reported in
The
Wall Street Journal or such other source as the Administrator
deems
reliable; or
(iii) In the absence of an established market for the Common
Stock, the Fair Market Value shall be determined in good faith
by
the Administrator.
(o) "Nonstatutory Stock Option" means an Option that by its
terms
does not
qualify or is not intended to qualify as an Incentive Stock
Option.
(p) "Officer" means a person who is an officer of the Company
within
the
meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.
(q) "Option" means this Nonstatutory Stock Option.
(r) "Optionee" means ________ or his successor.
(s) "Optioned Stock" means the Common Stock subject to this
Option.
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(t) "Parent" means a "parent corporation," whether now or
hereafter
existing,
as defined in Section 424(e) of the Code.
(u) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any
successor
to Rule 16b-3.
(v)
"Section 16(b)" means Section 16(b) of the Exchange Act.
(w) "Service Provider" means an Employee, Director or
Consultant.
(x) "Share" means a share of the Common Stock, as adjusted in
accordance
with Section J Part II of this Agreement.
(y) "Subsidiary" means a "subsidiary corporation", whether now
or
hereafter
existing, as defined in Section 424(f) of the Code.
B. Grant
of Option.
The Compensation Committee of the Board of the Company hereby
grants
to the Optionee named in the Notice of Grant attached as Part I of
this
Agreement an Option to purchase the number of Shares, as set forth
in the Notice
of Grant, at the Exercise Price per share set forth in the Notice
of Grant,
subject to the terms and conditions of this Agreement.
C.
Exercise of Option.
(a) Right to Exercise. This Option is exercisable during its term
in
accordance with the Vesting Schedule set out in the Notice of Grant
and the
applicable provisions of this Agreement.
(b) Method of Exercise. This Option is exercisable by delivery of
an
exercise notice, in the form attached as Exhibit B (the "Exercise
Notice"),
which shall state the election to exercise the Option, the number
of Shares in
respect of which the Option is being exercised (the "Exercised
Shares"), and
such other representations and agreements as may be required by the
Company. The
Exercise Notice shall be completed by the Optionee and delivered to
the Stock
Plan Administrator of the Company (or its designee). The Exercise
Notice shall
be accompanied by payment of the aggregate Exercise Price as to all
Exercised
Shares (and the amount of any income or employment tax the Company
is required
by law to withhold by reason of such exercise). This Option shall
be deemed to
be exercised upon receipt by the Company of such fully executed
Exercise Notice
accompanied by such aggregate Exercise Price (and any withholding
tax).
No Shares shall be issued pursuant to the exercise of this
Option
unless such issuance and exercise complies with Applicable Laws.
Assuming such
compliance, for income tax purposes the Exercised Shares shall be
considered
transferred to the Optionee on the date the Option is exercised
with respect to
such Exercised Shares.
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D. Method
of Payment.
Payment of the aggregate Exercise Price shall be by any of the
following, or a combination thereof, at the election of the
Optionee:
1. cash; or
2. check; or
3. consideration received by the Company under a cashless
exercise
program implemented by the Company in connection with this
Agreement;
