<PAGE>

                                 EXHIBIT 4(D)
<PAGE>

                                 VOXWARE, INC.
                 1998 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS


1. PURPOSE.

   The purpose of this 1998 Stock Option Plan for Outside Directors
(the "Plan") of Voxware, Inc. (the "Corporation") is to enable the Corporation
to compensate eligible directors of the Corporation and to encourage the highest
level of performance by providing such persons with a proprietary interest in
the Corporation's success and progress by granting them shares of the
Corporation's Common Stock, par value $.001 per share ("Common Stock").

2. ADMINISTRATION OF THE PLAN

   The Plan will be administered by the Board or a committee (the "Committee")
consisting of at least two directors appointed by and serving at the pleasure of
the Board (or, if there is only one director, the Committee shall consist of the
sole director). Subject to the provisions of the Plan, the Board or the
Committee, as the case may be, acting in its sole and absolute discretion, will
have full power and authority to interpret the provisions of the Plan, to fix
and interpret the provisions of option agreements made under the Plan, to
supervise the administration of the Plan, and to take such other action as may
be necessary or desirable in order to carry out the provisions of the Plan. A
majority of the members of the Committee will constitute a quorum. The Committee
may act by the vote of a majority of its members present at a meeting at which
there is a quorum or by unanimous written consent. The decision of the Board or
the Committee, as the case may be, as to any disputed question, including
questions of construction, interpretation and administration, will be final and
conclusive on all persons. The Committee will keep a record of its proceedings
and acts and will keep or cause to be kept such books and records as may be
necessary in connection with the proper administration of the Plan.

3.  ELIGIBILITY AND ISSUANCES.

    (a) Eligibility. Directors of the Corporation who (i) are neither officers
nor employees nor consultants of the Corporation or any of its subsidiaries
(other than the Chairman of the Board of Directors of the Corporation, if any,
who shall be eligible if he is not otherwise an officer, employee or consultant
of the Corporation) and (ii) are not affiliated with any person referred to in
(i) above ("outside directors") shall be eligible to receive options to purchase
Common Stock under the Plan.
<PAGE>

(b) Issuances

    (i) Each outside director shall be issued an option to purchase 30,000
shares of the Corporation's Common Stock (the "Initial Option") on the date of
his initial election or appointment to the Board of Directors (the "Initial
Grant Date"); provided that, all outside directors elected at the 1998 Annual
Meeting of Stockholders of the Corporation shall receive the Initial Option on
the date of such meeting whether or not such persons served on the Board of
Directors prior to such Meeting, on the following terms:

       (a) The option exercise price per share of Common Stock shall be the Fair
    Market Value (as defined below) of the Common Stock covered by such Initial
    Option on the Initial Grant Date.

       (b) Except as provided herein, the term of an Initial Option shall be for
    a period of ten (10) years from the Initial Grant Date.

    (ii) In addition, each outside director shall, on the date of his re-
election to the Board of Directors by the stockholders of the Corporation (the
"Additional Grant Date"), if he is still an outside director on such date and
has been an outside director for at least six months and has attended, either in
person or by telephone, at least seventy-five percent (75%) of the meetings of
the Board of Directors that were held while he was a director in the just
completed calendar year, be granted an option to purchase 10,000 shares of
Common Stock (the "Additional Option" and, together with the Initial Option, an
"Option") on the following terms:

       (a) The option exercise price per share of Common Stock shall be the Fair
    Market Value (as defined below) of the Common Stock covered by such
    Additional Option on the Additional Grant Date.

       (b) Except as provided herein, the term of an Additional Option shall be
    for a period of ten (10) years from the Additional Grant Date.

   (iii) "Fair Market Value" shall mean, for each Initial Grant Date or
Additional Grant Date (collectively, a "Grant Date"), (A) if the Common Stock is
listed or admitted to trading on the New York Stock Exchange (the "NYSE") or the
American Stock Exchange (the "ASE"), the last reported sale price of the Common
Stock on such date or, if no sale takes place on such date, the closing asked
prices of the Common Stock on such exchange as of such date, in each case as
officially reported on the NYSE or the ASE, or (B) if no shares of Common Stock
are then listed or admitted to trading on the NYSE or the ASE, the last reported
sales price of the Common Stock on such date on the NASDAQ National Market
System ("NASDAQ") or, if no shares of Common Stock are then quoted on NASDAQ,
the average of the closing bid and the highest asked prices of the Common Stock
on such date on NASDAQ, or, if no shares of Common Stock are then quoted on
NASDAQ, the average of the highest bid and the lowest asked prices of the Common
Stock

                                       2

<PAGE>

on such date as reported on the over-the-counter system. If no closing bid and
lowest asked prices thereof are then so quoted or published in the over-the-
counter market, "Fair Market Value" shall mean the fair value per share of
Common Stock determined in good faith by the Board.

    (iv) Options granted hereunder shall not be "incentive stock options"
within the meaning of Section 422A of the Internal Revenue Code of 1986, as
amended.


4.  REGULATORY COMPLIANCE AND LISTING.

    The issuance or delivery of any Option may be postponed by the Corporation,
for such period as may be required to comply with the Federal securities laws,
state "blue sky" laws, any applicable listing requirements of any applicable
securities exchange and any other law or regulation applicable to the issuance
or delivery of such Options and the Corporation shall not be obligated to issue
or deliver any Options if the issuance or delivery of such Options would
constitute a violation of any law or any regulation of any governmental
authority or applicable securities exchange.

5.  RESTRICTIONS ON EXERCISABILITY.

    (c) Except as provided in Section 5(b) below, each Option granted under the
Plan may be exercisable as to one-twelfth of the shares issuable under such
Option on the last day of each of the next 12 three-month periods following the
Grant Date of such Option.

    (d) If any event constituting a "Change in Control of the Corporation"
shall occur, all Options granted under the Plan, which are outstanding at the
time a Change of Control of the Corporation shall occur, shall immediately
become exercisable.  A "Change in Control of the Corporation" shall be deemed to
occur if (i) there shall be consummated (x) any consolidation or merger of the
Corporation in which the Corporation is not the continuing or surviving
corporation or pursuant to which shares of the Corporation's Common Stock would
be converted into cash, securities or other property, other than a merger of the
Corporation in which the holders of the Corporation's Common Stock immediately
prior to the merger have the same proportionate ownership of common stock of the
surviving corporation immediately after the merger, or (y) any sale, lease,
exchange or other transfer (in one transaction or a series of related
transactions) of all, or substantially all, of the assets of the Corporation, or
(ii) the stockholders of the Corporation shall approve any plan or proposal for
liquidation or dissolution of the Corporation, or (iii) any person (as such term
is used in Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")), shall become the beneficial owner (within the
meaning of Rule 13d-3 under the Exchange Act) of more than 50% of the
Corporation's outstanding Common Stock other than pursuant to a plan or
arrangement entered into by such person and the Corporation, or (iv) during any
period of two consecutive years, individuals who at the beginning of such period
constitute the entire


                                       3
<PAGE>

Board of Directors shall cease for any reason to constitute a majority thereof
unless the election, or the nomination for election by the Corporation's
stockholders, of each new director was approved by a vote of at least two-thirds
of the directors then still in office who were directors at the beginning of the
period.


12.  CESSATION AS DIRECTOR.

     In the event that the holder of an Option granted pursuant to the Plan
shall cease to be a director of the Corporation for any reason, such holder may
exercise any portion of such Option that is exercisable by him at the time he
ceases to be a director of the Corporation, but only to the extent such Option
is exercisable as of such date, within six months after the date he ceases to be
a director of the Corporation.


13.  DEATH.

     In the event that a holder of an Option granted pursuant to the Plan shall
die, his beneficiary may exercise any portion of such Option that was
exercisable by the deceased Optionee at the time of his death, but only to the
extent such Option is exercisable as of such date, within twelve months after
the date of his death.


14.  STOCK SPLITS, MERGERS, ETC.

     In the event of any stock split, stock dividend or similar transaction
which increases or decreases the number of outstanding shares of Common Stock,
appropriate adjustment shall be made by the Board, whose determination shall be
final, to the number and option exercise price per share of Common Stock which
may be purchased under any outstanding Options.  In the case of a merger,
consolidation or similar transaction which results in a replacement of the
Corporation's Common Stock and stock of another corporation but does not
constitute a Change in Control of the Corporation, the Corporation will make a
reasonable effort, but shall not be required, to replace any outstanding Options
granted under the Plan with comparable options to purchase the stock of such
other corporation, or will provide for immediate maturity of all outstanding
Options, with all Options not being exercised within the time period specified
by the Board of Directors being terminated.


15.  TRANSFERABILITY.

     Options are not assignable or transferable, except by will or the laws of
descent and distribution to the extent set forth in Section 7 and during a
director's lifetime may be exercised only by him.


                                       4
<PAGE>

16.  EXERCISE OF OPTIONS.

     An optionholder electing to exercise an Option shall give written notice to
the Corporation of such election and of the number of shares of Common Stock
that he has elected to acquire.  An optionholder shall have no rights of a
stockholder with respect to shares of Common Stock covered by his Option until
after the date of issuance of a stock certificate to him upon partial or
complete exercise of his option.


17.  PAYMENT.

     The Option exercise price shall be payable in cash, check or in shares of
Common Stock upon the exercise of the Option.  If the shares of Common Stock are
tendered as payment of the Option exercise price, the value of such shares shall
be the Fair Market Value as of the date of exercise.  If such tender would
result in the issuance of fractional shares of Common Stock, the Corporation
shall instead return the difference in cash or by check to the employee.


18.  TERM OF PLAN.

     The Plan shall be effective as of the date on which it is approved by the
stockholders of the Corporation.  The Plan shall terminate 10 years from such
date, and no Option shall be granted pursuant to the Plan after that date.


19.  OBLIGATION TO EXERCISE OPTION.

     The granting of an Option shall impose no obligation on the director to
exercise such Option.


20.  CONTINUANCE AS DIRECTOR.

     Nothing in the Plan shall be deemed to create any obligation on the part of
the Board to nominate any director for reelection by the Corporation's
stockholders.


21.  AMENDMENT OF THE PLAN.

     The Board may at any time and from time to time alter, amend, suspend or
terminate the Plan in whole or in part, provided, however, that any amendment
which must be approved by the stockholders of the Corporation under any
applicable law, rule or regulation (including NASDAQ


                                       5
<PAGE>

requirements) shall not be effective unless and until such stockholder approval
has been obtained in compliance with such rule or law.


22.  WITHHOLDING OF TAXES.

     The Corporation shall have the right, prior to the delivery of any
certificate evidencing shares of Common Stock to be issued pursuant to an
Option, to require the exercising outside director to remit to the Corporation
an amount in cash sufficient to satisfy any Federal, state, or local tax
withholding requirements.


                                       6