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Exhibit 10.18
FORM OF
NUANCE COMMUNICATIONS, INC.
2000 STOCK PLAN
RESTRICTED STOCK PURCHASE AGREEMENT
(A) Name of Grantee: _________________
(B) Credit Date: ______________________
(C) Number of Shares: ____________________
(D) Price per Share: _____________________
(E) Effective Date: _______________________
THIS RESTRICTED STOCK PURCHASE GRANT AGREEMENT (the "AGREEMENT"),
is
made and entered into 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 the Company's 2000 Stock Plan
(the
"PLAN"), a copy of which is attached to this Agreement as Exhibit
1, 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 receive 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 and in the Plan, the terms and
conditions of
the Plan being hereby incorporated into this agreement by
reference. In the
event of a conflict between the terms and conditions of the Plan
and the
terms and conditions of this Agreement, the terms and conditions of
the
Plan shall prevail. Capitalized terms used and not defined in
this
Agreement will have the meaning set forth in the Plan
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 3, 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.
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3. VESTING. _____% of the Stock Purchase Rights shall vest on
_____________,
____, subject to Grantee's continuing to be an employee, director
or
consultant of the Company or of an Affiliate (a "SERVICE PROVIDER")
on such
date.
4. FORFEITURE UPON TERMINATION AS SERVICE PROVIDER. Notwithstanding
any
contrary provision of this Agreement, if the Grantee terminates
service as
a Service Provider for any or no reason prior to vesting, the
Stock
Purchase Rights awarded by this Agreement will thereupon be
forfeited at no
cost to the Company.
5. PAYMENT AFTER VESTING. Any Stock Purchase Rights that vest in
accordance
with Section 3 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.
6. 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.
7. TAX ADVICE. The Company has made no warranties or
representations to
Grantee with respect to the income tax consequences of the
transactions
contemplated by the agreement pursuant to which the Stock Purchase
Rights
have been issued and Shares will be purchased and Grantee is in no
manner
relying on the Company or its representatives for an assessment of
such tax
consequences. The Grantee acknowledges that the Grantee has not
relied and
will not rely upon the Company or the Company's counsel with
respect to any
tax consequences related to the Stock Purchase Rights or the
ownership,
purchase, or disposition of the Shares. The Grantee assumes
full
responsibility for all such consequences and for the preparation
and filing
of all tax returns and elections which may or must be filed in
connection
with the Stock Purchase Rights and the Shares.
8. WITHHOLDING OF TAXES. Notwithstanding any contrary provision of
this
Agreement, no certificate representing Shares may be released from
the
Company unless and until the Grantee shall have delivered to
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