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Exhibit 10.3
NUANCE COMMUNICATIONS, INC.
STAND-ALONE
RESTRICTED STOCK PURCHASE AGREEMENT
(TIME-BASED VESTING)
(A) Name of
Grantee:
Donald Hunt
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(B) Credit Date:
October 10, 2006
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(C) Number of
Shares:
212,434
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(D) Price per
Share:
$0.001
------------------
(E) Effective
Date:
October 10, 2006
------------------
THIS
RESTRICTED STOCK PURCHASE GRANT AGREEMENT (the "AGREEMENT"), is
effective as of the date set forth in Item E above (the "EFFECTIVE
DATE")
between Nuance Communications, Inc., a Delaware corporation (the
"COMPANY") and
the person named in Item A above ("GRANTEE").
THE
PARTIES AGREE AS FOLLOWS:
1. STOCK
PURCHASE RIGHTS. Pursuant to terms set forth in this Agreement,
the
Company
hereby credits to a separate account maintained on the books of
the
Company (the "ACCOUNT") Stock Purchase Rights which will give
Grantee
the right
to purchase that number of shares of Common Stock of the
Company,
par value $0.001 (the "SHARES"), listed in Item C above on the
terms and
conditions set forth herein.
2.
COMPANY'S OBLIGATION TO PAY; PURCHASE PRICE. Each Stock Purchase
Right has
a value
equal to the Fair Market Value of a Share on the date of this
Agreement.
Unless and until the Stock Purchase Rights will have vested in
the manner
set forth in Section 4, the Grantee will have no right to
receive
the Shares subject to the Stock Purchase Rights. Prior to
actual
payment of
any Shares, such Stock Purchase Rights will represent an
unsecured
obligation of the Company, payable (if at all) only from the
general
assets of the Company. The purchase price for the Shares
subject
to the
Stock Purchase Rights shall be the price set forth in Item D
above.
3.
DEFINITIONS.
(a)
"ADMINISTRATOR"
means the Board or any committee of the Board that
has been designated by the Board to administer this Agreement.
(b)
"BOARD" means
the Board of Directors of the Company.
(c)
"CODE" means the
Internal Revenue Code of 1986, as amended.
(d)
"COMMON STOCK"
means the Common Stock of the Company.
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(e)
"CONSULTANT"
means any person, including an advisor, engaged by the
Company or a Parent or Subsidiary to render services to such
entity
(f)
"DIRECTOR" means
a member of the Board or a member of the Board of
Directors of any parent or Subsidiary to render services to
such
entity.
(g)
"EMPLOYEE" means
an employee of the Company or any Parent or
Subsidiary of the Company. A Service Provider shall not cease to
be
an Employee in the case of (i) any leave of absence approved by
the
Company or (ii) transfers between locations of the Company or
between the Company, its Parent, any Subsidiary of the Company,
or
any successor.
(h)
"FISCAL YEAR"
means the fiscal year of the Company.
(i)
"PARENT" means a
"parent corporation", whether now or hereafter
existing, as defined in Section 424(e) of the Code.
(j)
"SERVICE
PROVIDER" means an Employee, Director or Consultant.
(k)
"SUBSIDIARY"
means a "subsidiary corporation", whether now or
hereafter existing, as defined in Section 424(f) of the Code.
4.
VESTING. Subject to Grantee's continuing to be a Service Provider
on each
date set
forth below and the terms and conditions of letter agreement
entered
into between the Company and Grantee dated September 25, 2006
(the
"LETTER
AGREEMENT"), the Stock Purchase Rights shall vest in the
amounts
and on the
dates set forth below:
<Table>
<Caption>
Date
Shares
----
------
<S>
<C>
December 2, 2006
62,434
October 10, 2007
50,000
October 10, 2008
50,000
October 10, 2009
50,000
</Table>
5.
FORFEITURE UPON TERMINATION AS SERVICE PROVIDER. Notwithstanding
any
contrary
provision of this Agreement, except as otherwise set forth in
the
Letter
Agreement, if the Grantee's status as a Service Provider
terminates
for any or
no reason, prior to a vesting date set forth above, the
unvested
Stock Purchase Rights awarded by this Agreement will
immediately
terminate
and be forfeited at no cost to the Company.
6. PAYMENT
AFTER VESTING. Any Stock Purchase Rights that vest in
accordance
with
Section 4 will be paid to the Grantee in Shares at the purchase
price
(which
shall be satisfied through past services to the Company) set
forth
in Section
2, provided that to the extent determined appropriate by the
Company,
the Grantee shall satisfy any federal, state and local
withholding taxes with respect to such Stock Purchase Rights prior
to the
payment of
any vested Shares to the Grantee.
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7. RIGHTS
AS STOCKHOLDER. Neither the Grantee nor any person claiming
under
or through
the Grantee will have any of the rights or privileges of a
stockholder of the Company in respect of any Shares deliverable
hereunder
unless and
until certificates representing such Shares will have been
issued,
recorded on the records of the Company or its transfer agents
or
registrars, and delivered to the Grantee.
8.
RELATION TO THE COMPANY. Grantee is presently an officer, director,
or
other
employee of, or Consultant to the Company and in such capacity
has
become
personally familiar with the business, affairs, financial
condition,
and results of the operations of the Company.
9.
ADJUSTMENT UPON CHANGES IN CAPITALIZATION, DISSOLUTION, MERGER OR
ASSET
SALE.
(a)
Changes in
Capitalization. Subject to any required action by the
stockholders of the Company, the number and class of Shares that
may
be delivered under this Award, shall be proportionately adjusted
for
any increase or decrease in the number of issued Shares
resulting
from a stock split, reverse stock split, stock dividend,
combination
or reclassification of the Shares, or any other increase or
decrease
in the number of issued Shares effected without receipt of
consideration by the Company; provided, however, that conversion
of
any convertible securities of the Company shall not be deemed
to
have been "effected without receipt of consideration." Such
adjustment shall be made by the Board, whose determination in
that
respect shall be final, binding and conclusive. Except as
expressly
provided herein, no issuance by the Company of shares of stock
of
any class, or securities convertible into shares of stock of
any
class, shall affect, and no adjustment by reason thereof shall
be
made with respect to, the number or price of Shares subject to
this
Award.
(b)
Dissolution or
Liquidation. In the event of the proposed dissolution
or liquidation of the Company, the Administrator shall notify
Grantee as soon as practicable prior to the effective date of
such
proposed transaction. To the extent it has not been previously
vested, this Award will terminate immediately prior to the
consummation of such proposed action.
(c)
Merger or Asset
Sale. In the event of a merger of the Company with
or into another corporation, or the sale of substantially all of
the
assets of the Company, shares subject to this Award that remain
outstanding at such time shall be assumed or an equivalent
right
substituted by the successor corporation or a Parent or
Subsidiary
of the successor corporation. In the event that the successor
corporation refuses to assume or substitute for the Award, the
Grantee will fully vest in and have the right to such shares even
if
such shares would not otherwise be vested and all vesting
criteria
will be deemed achieved at target levels and all other terms
and
conditions met.
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10. TAX ADVICE.
The Company has made no warranties
