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                                                                    EXHIBIT 10.1

                                  SCANSOFT, INC.
                                 2000 STOCK PLAN
                       RESTRICTED STOCK PURCHASE AGREEMENT

<TABLE>
<S>                            <C>
(A) Name of Grantee:           ________________
(B) Credit Date:               ________________
(C) Number of Shares:          ________________
(D) Price per Share:           ________________
(E) Effective Date:            ________________
</TABLE>

      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].

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      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 harms 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 harms 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.

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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,

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      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.
                               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.

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

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      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.

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                                           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

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                                     EXHIBIT

<TABLE>
<S>         <C>
Exhibit 1   2000 Stock Plan
Exhibit A   Trade-for-Taxes
</TABLE>

<PAGE>

                                EXHIBIT 1 OF THE
                      RESTRICTED STOCK PURCHASE AGREEMENT

2000 Stock Plan

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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, 9
            Centennial Drive, Peabody, MA 01960. 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.

<PAGE>

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, 9 Centennial Drive, Peabody, MA 01960 or fax it to 978-977-2186,
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