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                                                                     Exhibit 4.3

                                 SCANSOFT, INC.

                                   STAND-ALONE

                       RESTRICTED STOCK PURCHASE AGREEMENT

      (A)   Name of Grantee:
                                      ___________________

      (B)   Grant Date:
                                      ___________________

      (C)   Vesting Commencement Date
                                      ___________________

      (D)   Number of Shares:
                                      ___________________

      (E)   Price Per Share:                  $0.001
                                      ___________________

      (F)   Effective Date:
                                      ___________________

      THIS RESTRICTED STOCK PURCHASE AGREEMENT (the "AGREEMENT"), is made and
entered into as of the date set forth in Item F 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.    GRANT OF STOCK. Grantee hereby purchases from the Company, and the Company
      hereby issues and sells to Grantee, the number of shares of Common Stock
      of the Company, par value $0.001 (the "SHARES"), listed in Item D above on
      the terms and conditions set forth herein. The Company shall, promptly
      after execution of this Agreement, issue a certificate representing the
      Shares registered in the name of Grantee, which certificate shall be
      retained by the Company at the Company's executive offices. In return, the
      Grantee shall deliver to the Company (a) an executed counterpart of this
      Agreement, and (b) the purchase price of the Shares in the form of a check
      payable to the Company.

2.    PURCHASE PRICE. The purchase price for the Shares shall be the price set
      forth in Item E above.

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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.

      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 of the Company.

      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)    "PARENT" means a "parent corporation", whether now or hereafter
            existing, as defined in Section 424(e) of the Code.

      i)    "SERVICE PROVIDER" means an Employee, Director or Consultant.

      j)    "SUBSIDIARY" means a "subsidiary corporation", whether now or
            hereafter existing, as defined in Section 424(f) of the Code.

4. COMPANY'S RIGHT OF REPURCHASE.

      (a)   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 A attached hereto. Except with respect to a termination
            without Cause as described in Exhibit A, if the Grantee shall cease
            to be a Service Provider for any reason (including death,
            disability, for Cause or resignation) before the Right of Repurchase
            lapses in accordance with Exhibit A, 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.
            Any Shares released from the Right of Repurchase pursuant to the
            provisions set forth in Exhibit A shall be released from the
            Company's Right of Repurchase forever and shall not be subject to
            repurchase in the event of Grantee's ceasing to be a Service
            Provider for any reason.

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      (b)   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 receipt 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 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.

7. 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 of Shares purchased under
            this Agreement, 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 Common Stock, or any other increase or
            decrease in the number of issued Shares effected without receipt of
            consideration by the Company; provided, however, that a 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 of Shares subject to this
            Agreement.

      b)    Dissolution or Liquidation. In the event of the proposed dissolution
            or liquidation of the Company, the Board may provide that any
            Company Repurchase Right applicable to the Shares purchased under
            this Agreement shall lapse as to such Shares.

      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, the Agreement shall be assumed by the
            successor corporation or a Parent or Subsidiary of the successor
            corporation. In the event that the successor corporation refuses to
            assume the Agreement, the Company's Repurchase Right will lapse.

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8. ADMINISTRATION OF THE AGREEMENT. The Administrator shall have the authority,
in its discretion, to construe and interpret the terms of this Agreement, to
prescribe, amend and rescind rules and regulations relating to the Agreement and
to make all other determinations and amendments deemed necessary or advisable
for administering the Agreement. The Administrator's decisions and
interpretations shall be final and binding on the Grantee and all other persons.
Notwithstanding the foregoing, no amendment or alteration of this Agreement
shall adversely affect the rights of Grantee, unless mutually agreed otherwise
between the Grantee and the Administrator.

9. 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.

10. TAXES.

      a)    Withholding. 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.

      b)    Section 83(b) Election. The Grantee may elect to accelerate any
            Federal tax payment due as a result of receiving an award of Shares
            subject to the Company's Right of Repurchase by making a timely
            election pursuant to Section 83(b) of the Code, and complying with
            the procedures outlined therein. The election must be filed by the
            Grantee within 30 days from the date of grant. The Grantee
            understands that the Grantee (and not the Company) shall be
            responsible for the Grantee's own tax liability that may arise as a
            result of this investment or the transactions contemplated by this
            Agreement. The Grantee acknowledges that it is the Grantee's sole
            responsibility.

11. 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.

12. 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.

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13. 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.

14. 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.

                               9 Centennial Drive

                             Peabody, MA 01960

                   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.

15. 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 15
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 14 shall be
valid and sufficient.

16. NO RIGHTS TO SHARES, 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 under this Agreement. Having received a stock award under this
Agreement shall not give the Grantee any right to receive any other stock based
award. This Agreement is not an employment contract and nothing in this
Agreement shall be deemed to create in any way whatsoever any obligation on the
part of Grantee to continue in the employ of the Company, or the Company to
continue Grantee's employment with the Company.

17. 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 issuances of Shares to Grantee.

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      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Effective Date.

                                           ScanSoft, Inc.

                                           By:__________________________________

                                              Paul A. Ricci

            The Grantee hereby accepts and agrees to be bound by all of the
terms and conditions of this Agreement and the Plan.

                                               _________________________________

                                               Grantee

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                                EXHIBIT A OF THE

                       RESTRICTED STOCK PURCHASE AGREEMENT

                               RIGHT OF REPURCHASE

      The Right of Repurchase shall expire as follows:

1)    Subject to earlier vesting as provided in this Exhibit A, the Right of
      Repurchase with respect to 100% of the Shares shall expire on the third
      (3rd) anniversary of the Vesting Commencement Date as set forth in Item C
      of the Agreement, subject to Grantee's continuing to be a Service Provider
      on such date.

2)    Subject to the Grantee's continued status as a Service Provider on
      September 30, 2006 ("First Target Date"):

      a)    12.5% of the Shares shall be released from the Right of Repurchase
            as soon as administratively feasible following the First Target Date
            if the Company business unit consisting of a worldwide transcription
            workflow platform, either licensed or hosted on an ASP basis, along
            with associated services and structured either as a stand-alone
            business unit or integrated within the Healthcare Dictation
            business, as determined by the Administrator (the "Big Mac
            Business") (i) receives Board approval of an operating plan for the
            Big Mac Business for fiscal year 2006 (the "First Approved Plan"),
            and (ii) achieves at least 95% but less than 100% of the First
            Target (defined below) between the time period beginning on the date
            of the acquisition of the Big Mac Business by the Company and the
            First Target Date (the "First Performance Period") (no Shares be
            released pursuant to this Section 2(a) in the event Section 2(b) or
            2(c) applies); or

      b)    25% of the Shares shall be released from the Right of Repurchase as
            soon as administratively feasible following the First Target Date if
            the Big Mac Business (i) receives Board approval of the First
            Approved Plan, and (ii) achieves 100% of the First Target during the
            First Performance Period (no Shares will Shares be released pursuant
            to this Section 2(b) in the event Section 2(c) applies); or

      c)    Between 25% and 50% of the Shares shall be released from the Right
            of Repurchase as soon as administratively feasible following the
            First Target Date if the Big Mac Business (i) receives Board
            approval of the First Approved Plan, and (ii) achieves in

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            excess of 100% and up to 120% of the First Target in the First
            Performance Period (in no event will Shares be released pursuant to
            this provision in the event 100% or less of the First Target is
            achieved). The additional percentage of Shares released over 25%
            shall be determined by adding (a) the product of (i) the number of
            percentage points of the First Target achieved in excess of 100%
            (rounded to the nearest percent) and (ii) 1.25, to (b) 25%.

            The "First Target" means [ ] of the revenue (Company recognizable)
forecast for the Big Mac Business in the First Performance Period.

3)    Subject to the Grantee's continued status as a Service Provider on
      September 30, 2007 ("Second Target Date") and in addition to any Shares
      released pursuant to Section 2 of this Exhibit A:

      a)    10% of the Shares shall be released from the Right of Repurchase as
            soon as administratively feasible following the Second Target Date
            if the Big Mac Business (i) receives Board approval of an operating
            plan for the Big Mac Business for fiscal year 2007 (the "Second
            Approved Plan"), and (ii) achieves at least 95% but less than 100%
            of the Second Target (defined below) between the First Target Date
            and the Second Target Date (the "Second Performance Period") (no
            Shares will be released pursuant to this Section 3(a) in the event
            Section 3(b) or 3(c) applies); or

      b)    20% of the Shares shall be released from the Right of Repurchase as
            soon as administratively feasible following the Second Target Date
            if the Big Mac Business (i) receives Board approval of the Second
            Approved Plan, and (ii) achieves 100% of the Second Target during
            the Second Performance Period (no Shares will be released pursuant
            to this Section 3(b) in the event Section 3(c) applies); or

      c)    Between 20% and 40% of the Shares shall be released from the Right
            of Repurchase as soon as administratively feasible following the
            Second Target Date if the Big Mac Business (i) receives Board
            approval of the Second Approved Plan, and (ii) achieves in excess of
            100% and up to 120% of the Second Target in the Second Performance
            Period (in no event will Shares be released pursuant to this
            provision in the event 100% or less of the Second Target is
            achieved). The additional percentage of Shares released over 20%
            shall be determined by adding (i) the number of percentage points of
            the First Target achieved in excess of 100% (rounded to the nearest
            percent), to (b) 20%.

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            The "Second Target" means [ ] of the revenue (Company recognizable)
      forecast for the Big Mac Business in the Second Performance Period.

4)    Except as provided in Section 5 of this Exhibit A, if Grantee ceases to be
      a Service Provider as a result of the Company's termination of Grantee for
      a reason other than Cause, then the 100% of the Shares shall be released
      from the Right of Repurchase on the date set forth in Section 1 of this
      Exhibit A or earlier as provided in Sections 2, 3 and 4 of this Exhibit A
      and without a requirement that Grantee be a Service Provider on the
      applicable date. For purposes of this Agreement, "Cause" means Grantee's
      employment with the Company is terminated after the Administrator has
      found any of the following to exist: (i) Grantee's dishonesty that
      materially harms the Company, theft, or falsification of any Company
      records; (ii) disclosure of the Company's confidential or proprietary
      information which violates the terms of any agreement between Grantee and
      the Company; (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; (iv) Grantee's conviction of, or plea of nolo contendere to, a
      felony which such conviction or plea materially harms the business or
      reputation of the Company, or (v) Grantee's termination due to death or
      Disability. For purposes of this Agreement, "Disability" means total and
      permanent disability as defined in Section 22(e)(3) of the Code.

5)    If Grantee ceases to be a Service Provider as a result of the Company's
      termination of Grantee for a reason other than Cause within six (6) months
      following a Change in Control, then the 100% of the Shares shall be
      immediately released from the Right of Repurchase. For the purposes of
      this Agreement, a "Change in 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) 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 (iii) the date of the consummation of the sale or
      disposition by the Company of all or substantially all the Company's
      assets.

      Shares will be released from the Right of Repurchase pursuant to the
accelerated vesting provided in Sections 2 and 3 above at such time as the
Administrator determines that the performance objectives described in those
sections have been met based on the Company's standard accounting practices. In
the event any of the above performance objectives are not met by the stated
dates, the installment of the Shares that would otherwise be released from the
Right of Repurchase shall be released only on the three year anniversary of the
Vesting Commencement Date, provided Grantee is a Service Provider on such date.
Notwithstanding anything to the contrary in this Exhibit A, if Grantee's
employment responsibilities are significantly changed

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prior to the three year anniversary of the Vesting Commencement Date, then the
Administrator may change the performance criteria stated above to better reflect
Grantee's new employment responsibilities, as determined by the Administrator.

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                                    EXHIBIT B

                  (STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE)

            FOR VALUE RECEIVED, I hereby sell, assign and transfer unto
__________________ (____________________) shares of Common Stock, $.001 par
value per share, of _______________________ (the "Corporation") standing in my
name on the books of the Corporation represented by Certificate(s) Number
_______________ herewith, and do hereby irrevocably constitute and appoint
________________ attorney to transfer the said stock on the books of the
Corporation with full power of substitution in the premises.

                                                     Dated: ____________________

                                                            ____________________

      IN PRESENCE OF
                                                            ____________________

            NOTICE: The signature(s) to this assignment must correspond with the
name as written on the face of the certificate, in every particular, without
alteration, enlargement, or any change whatever and must be guaranteed by a
commercial bank, trust company or member firm of the Boston, New York or Midwest
Stock Exchange.