Exhibit 10.17
FORM OF
NUANCE COMMUNICATIONS, INC.
2000 STOCK OPTION PLAN
RESTRICTED STOCK PURCHASE AGREEMENT
(A) Name of Grantee: __________________
(B) Grant Date: ____________________
(C) Number of Shares: ______________
(D) Price Per Share: ___________________
(E) Effective Date: __________________
THIS RESTRICTED STOCK PURCHASE 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. GRANT OF STOCK. The Company hereby grants to Grantee pursuant to the
Company's 2000 Stock Option Plan (the "PLAN"), a copy of which is attached
to this Agreement as Exhibit 1, the number of shares of Common Stock of the
Company, par value $0.001 per share (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.
2. PURCHASE PRICE. The purchase price for the Shares shall be the price set
forth in Item D above.
3. ADJUSTMENT OF SHARES. The Company shall adjust the number and kind of
Shares in certain circumstances in accordance with the provisions of the
Plan.
4. COMPANY'S RIGHT OF REPURCHASE UPON TERMINATION OF EMPLOYMENT.
4.1 RIGHT OF REPURCHASE. The Shares shall be subject to a right of
repurchase in favor of the Company (the "RIGHT OF REPURCHASE") to the
extent set forth on Exhibit 4.1 attached hereto. If the Grantee shall
cease to be a Service Provider for reasons otherwise defined in
Exhibit 4.1, before the Right of Repurchase lapses in accordance with
Exhibit 4.1, the Company may purchase the Shares subject to the Right
of Repurchase for an amount equal to the price the Grantee paid for
such Shares (exclusive of any taxes
paid upon acquisition of the stock). The Grantee may not dispose of or
transfer Shares while such Shares are subject to the Right of
Repurchase and any such attempted transfer shall be null and void. The
Grantee acknowledges and agrees that until such time as the Shares are
no longer subject to the Right of Repurchase, the Shares shall be
retained by the Company at the Company's executive offices.
4.2 EXERCISE OF REPURCHASE RIGHT. The Company may exercise its Right of
Repurchase set forth in this Section 4 by written notice to the
Grantee within 90 days after the date on which the Grantee ceases to
be retained as a Service Provider. If the Company (or its assignees)
exercises its Right of Repurchase, the Grantee shall, if necessary,
endorse and deliver to the Company (or its assignees) the stock
certificates representing the Shares being repurchased, and the
Company (or its assignees) shall pay the Grantee the total repurchase
price in cash upon such delivery. The Grantee shall cease to have any
rights with respect to such repurchased Shares immediately upon tender
of the repurchase price.
5. STOCK CERTIFICATE RESTRICTIVE LEGENDS. Stock certificates evidencing Shares
will bear the following restrictive legend:
"THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS OF AN
AGREEMENT BETWEEN THE COMPANY AND THE HOLDER OF SUCH SECURITIES.
PURSUANT TO THE TERMS OF SUCH AGREEMENT, THE COMPANY HAS A RIGHT TO
REPURCHASE SUCH SECURITIES UNDER CERTAIN CIRCUMSTANCES. A COPY OF THE
AGREEMENT CAN BE OBTAINED FROM THE SECRETARY OF THE COMPANY."
6. RELATION TO 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.
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 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 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 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 the Company
the full amount of any federal, state or local income or other taxes which
the Company may be required by law to withhold with respect to such Shares.
8.1 Trade for Taxes. At the Grantee's election, the Company may deduct
from any payment of distribution of Restricted Stock the amount of any
tax required by law to be withheld with respect to the purchase of the
shares of Restricted Stock.
GRANTEE MUST INFORM THE COMPANY OF HIS OR HER PREFERENCE FOR PAYMENT OF
THEIR WITHHOLDING TAX OBLIGATIONS WITHIN 30 DAYS OF RECEIPT OF THE
DOCUMENTATION. AN ELECTION FORM IS ATTACHED HERETO AS EXHIBIT A.
9. ASSIGNMENT; BINDING EFFECT. Subject to the limitations set forth in this
Agreement, this Agreement shall be binding upon and inure to the benefit of
the executors, administrators, heirs, legal representatives, and successors
of the parties hereto; provided, however, that Grantee may not assign any
of Grantee's rights under this Agreement.
10. DAMAGES. Grantee shall be liable to the Company for all costs and damages,
including incidental and consequential damages, resulting from a
disposition of the Shares which is not in conformity with the provisions of
this Agreement.
11. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the Commonwealth of Massachusetts excluding
those laws that direct the application of the laws of another jurisdiction.
12. NOTICES. All notices and other communications under this Agreement shall be
in writing. Unless and until the Grantee is notified in writing to the
contrary, all notices, communications, and documents directed to the
Company and related to the Agreement, if not delivered by hand, shall be
mailed, addressed as follows:
Nuance Communications, Inc.
Xxx Xxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Attention: Vice President, Human Resources & Operations
Unless and until the Company is notified in writing to the contrary, all
notices, communications, and documents intended for the Grantee and related
to this Agreement, if not delivered by hand, shall be mailed to Grantee's
last known address as shown on the Company's books. Notices and
communications shall be mailed by first class mail, postage prepaid;
documents shall be mailed by registered mail, return receipt requested,
postage prepaid. All mailings and
deliveries related to the Agreement shall be deemed received when actually
received, if by hand delivery, and two business days after mailing, if by
mail.
13. ARBITRATION. Any and all disputes or controversies arising out of this
Agreement shall be finally settled by arbitration conducted in Middlessex
County in accordance with the then existing rules of the American
Arbitration Association, and judgment upon the award rendered by the
arbitrators may be entered in any court having jurisdiction thereof;
provided that nothing in this Section 13 shall prevent a party from
applying to a court of competent jurisdiction to obtain temporary relief
pending resolution of the dispute through arbitration. The parties hereby
agree that service of any notices in the course of such arbitration at
their respective addresses as provided for in Section 12 shall be valid and
sufficient.
14. NO RIGHTS TO STOCK, OPTIONS OR EMPLOYMENT. Other than with respect to the
Shares, neither Grantee nor any other person shall have any claim or right
to be issued stock or granted an option under the Plan. Having received a
stock grant under the Plan shall not give the Grantee any right to receive
any other grant or option under the Plan. This Agreement is not an
employment contract and nothing in this Agreement shall be deemed to create
in any way whatsoever any obligation on your part to continue in the employ
of the Company, or the Company to continue your employment with the
Company.
15. ENTIRE AGREEMENT. The Company and Grantee agree that this Agreement
(including its attached Exhibits) is the complete and exclusive statement
between the Company and Grantee regarding its subject matter and supersedes
all prior proposals, communications, and agreements of the parties, whether
oral or written, regarding the grant of stock options or issuances of
Shares to Grantee.
IN WITNESS WHEREOF, the parties have executed this Restricted Stock
Purchase Agreement as of the dates set forth below.
Nuance Communications, Inc.
By:
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VP Human Resources & Operations
Date:
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The Grantee hereby accepts and agrees to be bound by all of the terms and
conditions of this Agreement and the Plan.
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Grantee
Date:
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EXHIBITS
Exhibit 1 Stock Option Plan
Exhibit 4.1 Right of Repurchase
Exhibit A Tax Election
Exhibit 5 Stock Assignment
