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EXHIBIT 10.1
SCANSOFT, 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 ScanSoft, 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.
3. VESTING. [INSERT VESTING SCHEDULE].
In the event of a Change of Control, as defined below, and within six
months of the Change of Control the Grantee's employment is terminated
without cause, as defined below, the unvested stock purchase rights will
accelerate.
Change of Control. For the purposes of this Agreement, a
"Change of Control" means: (i) any "person" (as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended) becomes the "beneficial owner" (as defined in Rule 13d-3 under
said Act), directly or indirectly, of securities of the Company
representing 50% or more of the total voting power represented by the
Company's then outstanding voting securities; or (ii) a change in the
composition of the Board occurring within a two-year period, as a result
of which fewer than a majority of the directors are Incumbent Directors
("Incumbent Directors" will mean directors who either (A) are members of
the Board as of the Effective Date, or (B) are elected, or nominated for
election, to the Board with the affirmative votes of at least a majority
of the Board at the time of such election or nomination (but will not
include an individual whose election or nomination is in connection with
an actual or threatened proxy contest relating to the election of
directors to the Company)); or (iii) the date of the consummation of a
merger or consolidation of the Company with any other corporation that has
been approved by the stockholders of the Company, other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than fifty percent (50%) of the total voting power
represented by the voting securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation; or (iv)
the date of the consummation of the sale or disposition by the Company of
all or substantially all the Company's assets.
Cause. For purposes of this Agreement, "Cause" means Grantee's
employment with the Company is terminated after a majority of the Board
has found any of the following to exist: (i) Grantee's theft, dishonesty
that materially ▇▇▇▇▇ the Company or falsification of any Company records;
(ii) disclosure of the Company's confidential or proprietary information
which violates the terms of the Confidential Information Agreement; (iii)
Grantee's continued substantial willful nonperformance (except by reason
of Disability) of his employment duties after Grantee has received a
written demand for performance by the Board and has failed to cure such
nonperformance within 15 business days of receiving such notice; or (iv)
Grantee's conviction of, or plea of nolo contendere to, a felony which
such conviction or plea materially ▇▇▇▇▇ the business or reputation of the
Company
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 e 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 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. At the election of the Company, any federal, state and local
withholding taxes with respect to the Stock Purchase Rights and/or the
Shares may be paid by reducing the number of vested Shares actually paid
to the Grantee.
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 or the lapse of the Purchase
Option.
GRANTEE MUST INFORM THE COMPANY OF HIS OR HER PREFERENCE FOR PAYMENT
OF THEIR WITHHOLDING TAX OBLIGATIONS WITHIN 30 DAYS FROM THE DATE OF
RECEIPT OF GRANT. 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 Stock Purchase Rights 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:
ScanSoft, Inc.
▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Vice President, Human Resources
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 Essex
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 14 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 13 shall be valid
and sufficient.
14. NO RIGHTS TO STOCK PURCHASE RIGHTS, SHARES, OPTIONS OR EMPLOYMENT. Other
than with respect to the Stock Purchase Rights, 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 Purchase Right under the
Plan shall not give the Grantee any
right to receive any other grant or option under the Plan. This Stock
Purchase Right is not an employment contract and nothing in this Stock
Purchase Right 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. Company and Grantee agree that this Agreement (including
its attached Exhibits) is the complete and exclusive statement between
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 Stock Purchase Rights and Shares to Grantee.
16. ADDITIONAL CONDITIONS TO ISSUANCE OF SHARES. If at any time the Company
will determine, in its discretion, that the listing, registration or
qualification of the Shares upon any securities exchange or under any
state or federal law, or the consent or approval of any governmental
regulatory authority is necessary or desirable as a condition to the
issuance of Shares to the Grantee, such issuance will not occur unless and
until such listing, registration, qualification, consent or approval will
have been effected or obtained free of any conditions not acceptable to
the Company. The Company will make all reasonable efforts to meet the
requirements of any such state or federal law or securities exchange and
to obtain any such consent or approval of any such governmental authority.
17. ADMINISTRATOR AUTHORITY. The Administrator will have the power to
interpret the Plan and this Agreement and to adopt such rules for the
administration, interpretation and application of the Plan as are
consistent therewith and to interpret or revoke any such rules (including,
but not limited to, the determination of whether or not any Stock Purchase
Rights have vested). All actions taken and all interpretations and
determinations made by the Administrator in good faith will be final and
binding upon the Grantee, the Company and all other interested persons. No
member of the Administrator will be personally liable for any action,
determination or interpretation made in good faith with respect to the
Plan or this Agreement.
18. CAPTIONS. Captions provided herein are for convenience only and are not to
serve as a basis for interpretation or construction of this Agreement.
19. AGREEMENT SEVERABLE. In the event that any provision in this Agreement
will be held invalid or unenforceable, such provision will be severable
from, and such invalidity or unenforceability will not be construed to
have any effect on, the remaining provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Effective Date.
ScanSoft, Inc.
By:__________________________________
The Grantee hereby accepts and agrees to be bound by all of the terms and
conditions of this Agreement and the Plan.
__________________________________
Grantee
EXHIBIT
Exhibit 1 2000 Stock Plan
Exhibit A Trade-for-Taxes
EXHIBIT 1 OF THE
RESTRICTED STOCK PURCHASE AGREEMENT
2000 Stock Plan
EXHIBIT A
TO: Grantee
FROM: Director - Equity, Payroll & Compliance
RE: Payment of Withholding Taxes Applicable to Restricted Stock Awards
As you know, ScanSoft, Inc. ("Company") granted you an award of Company
restricted stock (the "Award"). In connection with the Award, you will have
taxable income at the time the Award vests.
Under applicable law, withholding taxes are due and payable at the time the
Award vests. Before Company delivers to you any shares under the Award, Company
must withhold applicable federal, state, and local taxes (the "Withholding
Tax"). The current federal supplemental wage withholding rate is twenty-five
percent (25%). In addition to the federal supplemental wage withholding rate,
withholding for state and local taxes may also be required, the rate of which
will vary depending on where you live.
In connection with your Award, you agreed to make appropriate arrangements
regarding the Withholding Tax applicable to your Award.
Company is offering you the opportunity to elect one of two methods to satisfy
your Withholding Tax. Select one of the two methods of payment described below:
PAYMENT BY CHECK. Our stock administration department will
contact you via e-mail with the amount of the Withholding Tax due
and payable. Please make your check payable to ScanSoft, Inc. and
mail it to ScanSoft, Inc., Attention: Payroll Department, ▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. You are required to satisfy
your Withholding Tax obligations by tendering to Company the amount
of the Withholding Tax due and payable the day after Company
notifies you of the amount.
RETENTION OF SHARES BY THE COMPANY. Company will retain the
number of shares equal to the amount of minimum withholding due and
payable. Fractional shares will not be retained to satisfy any
portion of the withholding tax. Accordingly, you agree that in the
event that the amount of withholding you owe would result in a
fraction of a share being owed, that amount will be satisfied by
withholding the fractional amount from your paycheck. If such amount
is required to be withheld, you expressly acknowledge that by
checking this box you are giving the Company permission to withhold
from your paycheck an amount equal to the remaining withholding tax
due and payable.
Please elect the method of payment that you wish to satisfy your Withholding Tax
from the two choices above, sign and date the form, and return it to the Payroll
Department at ScanSoft, Inc. no later than 30 DAYS FROM DATE OF RECEIPT OF
GRANT. You may either mail this election form to: ScanSoft, Inc., Payroll
Department, ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ or fax it to ▇▇▇-▇▇▇-▇▇▇▇,
attn: Payroll Department/Withholding Election.
By signing below, I understand (1) that Company will withhold an amount required
by applicable law to satisfy the minimum Withholding Tax applicable to my Award,
and (2) agree to have such Withholding Tax obligation satisfied by the method I
checked above.
_____________________________ _______________,2004