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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
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(E) Effective Date: October 10, 2006
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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
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<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
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