NUANCE COMMUNICATIONS, INC.
STAND-ALONE (INDUCEMENT)
RESTRICTED STOCK UNIT AGREEMENT
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Name of
Grantee:
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Number of
Restricted Stock Units:
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Grant
Date:
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Vesting
Commencement Date:
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Award
# :
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THIS
RESTRICTED STOCK UNIT AGREEMENT (the “
Agreement ”), is made and entered into as of
the date set forth in Item C above between Nuance
Communications, Inc., a Delaware corporation (the “
Company ”) and the person named in Item A
above (“ Grantee ”).
THE
PARTIES AGREE AS FOLLOWS:
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1.
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Restricted Stock
Units .
Pursuant to the terms of this Agreement, the Company hereby credits
to a separate account maintained on the books of the Company (the
“ Account ”) Restricted Stock Units 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 B above on the
terms and conditions set forth herein.
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2.
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Company’s Obligation to
Pay. Each
Restricted Stock Unit represents the right to receive one Share
promptly after the Restricted Stock Unit has vested. Unless and
until the Restricted Stock Units will have vested in the manner set
forth in Section 3, the Grantee will have no right to receive
the Shares subject to the Restricted Stock Units. Prior to the
actual issuance of any Shares subject to the Restricted Stock
Units, such Restricted Stock Units will represent an unsecured
obligation of the Company, payable (if at all) only from the
general assets of the Company.
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3.
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Vesting. Except as provided in
Section 5, and subject to Section 6, the Restricted Stock
Units shall vest in accordance with the provisions set forth on
Exhibit A , subject to Grantee’s continuing to be
an employee, director or consultant of the Company or of an
Affiliate (a “ Service Provider ”)
through each vesting date.
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(a)
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“ Administrator
” means the Board or any committee of the Board that has been
designated by the Board to administer this Agreement.
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(b)
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“ Board ”
means the Board of Directors of the Company.
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(c)
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“ Code ”
means the Internal Revenue Code of 1986, as amended.
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(d)
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“ Common Stock
” means the Common Stock of the Company.
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(e)
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“ Consultant
” means any person, including an advisor, engaged by the
Company or a Parent or Subsidiary to render services to such
entity.
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(f)
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“ 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.
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(g)
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“ 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.
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(h)
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“ Fiscal Year
” means the fiscal year of the Company.
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(i)
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“ Parent ”
means a “parent corporation”, whether now or hereafter
existing, as defined in Section 424(e) of the Code.
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(j)
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“ Service
Provider ” means an Employee, Director or
Consultant.
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(k)
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“ Subsidiary
” means a “subsidiary corporation”, whether now
or hereafter existing, as defined in Section 424(f) of the
Code.
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5.
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Administrator
Discretion . The Administrator, in its
discretion, may accelerate the vesting of the balance, or some
lesser portion of the balance, of the unvested Restricted Stock
Units at any time. If so accelerated, such Restricted Stock Units
will be considered as having vested as of the date specified by the
Administrator.
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6.
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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,
Grantee’s right to acquire Shares pursuant to such unvested
Restricted Stock Units awarded by this Agreement will immediately
terminate.
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7.
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Payment After
Vesting. Any Restricted Stock Units that vest
in accordance with Sections 3 or 4 will be settled by the
Company issuing Shares to the Grantee (or in the event of
Grantee’s death, to his or her estate), provided that to the
extent determined appropriate by the Company, the Grantee shall
satisfy any federal, state and local withholding taxes with respect
to the settlement of such vested Restricted Stock Units prior to
the issuance of any vested to the Grantee. Subject to the
provisions of Section 4, the settlement of vested Restricted
Stock Units will be completed by the issuance of the appropriate
number of Shares as soon as practicable after vesting, but in each
such case no later than the 15 th day of the third month following the
end of the Company’s tax year that includes each applicable
vesting date.
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Any
distribution or delivery to be made to Grantee under this Agreement
will, if Grantee is then deceased, be made to Grantee’s
designated beneficiary, or if no beneficiary survives
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Grantee, the
administrator or executor of Grantee’s estate. Any such
transferee must furnish the Company with (a) written notice of
his or her status as transferee, and (b) evidence satisfactory
to the Company to establish the validity of the transfer and
compliance with any laws or regulations pertaining to said
transfer.
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8.
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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.
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9.
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Adjustment Upon Changes in
Capitalization, Dissolution, Merger or Asset
Sale.
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(a)
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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 converti
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