exv4w2










 Exhibit 4.2



 




    NUANCE
    COMMUNICATIONS, INC.

    (FORMERLY KNOWN AS SCANSOFT, INC.)

    

    1995 DIRECTORS’ STOCK PLAN

    (As amended at the 2011 Annual Meeting of
    Stockholders)



 



    1. Purposes of the Plan.  The purposes of
    this Directors’ Stock Plan are to attract and retain the
    best available personnel for service as Directors of the
    Company, to provide additional incentive to the Outside
    Directors of the Company to serve as Directors, and to encourage
    their continued service on the Board.



 



    2. Definitions.  As used herein, the
    following definitions shall apply:



 



    (a) “Award” shall mean, individually or
    collectively, a grant under the Plan of Options or Stock
    Purchase Rights.



 



    (b) “Board” shall mean the Board of
    Directors of the Company.



 



    (c) “Code” shall mean the Internal Revenue
    Code of 1986, as amended.



 



    (d) “Common Stock” shall mean the common
    stock of the Company, par value $0.001 per share.



 



    (e) “Company” shall mean Nuance
    Communications, Inc. (formerly known as ScanSoft, Inc.), a
    Delaware corporation.



 



    (f) “Continuous Status as a Director”
    shall mean the absence of any interruption or termination of
    service as a Director.



 



    (g) “Director” shall mean a member of the
    Board.



 



    (h) “Employee” shall mean any person,
    including officers and directors, employed by the Company or any
    Parent or Subsidiary of the Company. The payment of a
    director’s fee by the Company shall not be sufficient in
    and of itself to constitute “employment” by the
    Company.



 



    (i) “Exchange Act” shall mean the
    Securities Exchange Act of 1934, as amended.



 



    (j) “Option” shall mean a nonstatutory
    stock option (i.e., an option that is not intended to qualify as
    an incentive stock option under Section 422 of the Code)
    granted pursuant to the Plan.



 



    (k) “Optioned Stock” shall mean the Common
    Stock subject to an Option.



 



    (l) “Optionee” shall mean an Outside
    Director who receives an Option.



 



    (m) “Outside Director” shall mean a
    Director who is not an Employee.



 



    (n) “Parent” shall mean a “parent
    corporation”, whether now or hereafter existing, as defined
    in Section 424(e) of the Code.



 



    (o) “Participant” shall mean the holder of
    an outstanding Award, which shall include an Optionee.



 



    (p) “Plan” shall mean this
    1995 Directors’ Stock Plan, as amended and restated.



 



    (q) “Restricted Stock Purchase Agreement”
    shall mean a written agreement between the Company and an
    Outside Director evidencing the terms and restrictions applying
    to stock purchased under a Stock Purchase Right.



 



    (r) “Stock Purchase Right” means the right
    to purchase Shares pursuant to Section 9 of the Plan.



 



    (s) “Share” shall mean a share of the
    Common Stock, as adjusted in accordance with Section 11 of
    the Plan.



 



    (t) “Subsidiary” shall mean a
    “subsidiary corporation”, whether now or hereafter
    existing, as defined in Section 424(f) of the Code.





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    3. Stock Subject to the Plan.  Subject to
    the provisions of Section 11 of the Plan, the maximum
    aggregate number of Shares which may be optioned
    and/or sold
    under the Plan is 2,320,000 Shares of Common Stock. The
    Shares may be authorized, but unissued, or reacquired Common
    Stock. If any outstanding Award for any reason expires or is
    terminated or canceled without having been exercised or settled
    in full, or if Shares acquired pursuant to an Award subject to
    forfeiture or repurchase are forfeited or repurchased by the
    Company, the Shares allocable to the terminated portion of such
    Award or such forfeited or repurchased Shares shall again be
    available for grant under the Plan. The Shares may be
    authorized, but unissued, or reacquired Common Stock.



 



    4. Administration of and Grants of Awards under the
    Plan.



 



    (a) Administrator.  Except as otherwise
    required herein, the Plan shall be administered by the Board.



 



    (b) Procedure for Grants Prior to March 31,
    2006.  All grants of Options hereunder shall be
    automatic and nondiscretionary and shall be made strictly in
    accordance with the following provisions:



 



    (i) No person shall have any discretion to select which
    Outside Directors shall be granted Options or to determine the
    number of Shares to be covered by Options granted to Outside
    Directors.



 



    (ii) Each Outside Director shall be automatically granted
    an Option to purchase Shares (the “First
    Option”) as follows: (A) with respect to persons
    who are Outside Directors on the effective date of this Plan, as
    determined in accordance with Section 6 hereof,
    20,000 shares on such effective date, and (B) with
    respect to any other Outside Director, on June 27, 2001,
    the plan was amended to increase to initial grant from
    20,000 shares to 50,000 shares on the date on which
    such person first becomes an Outside Director, whether through
    election by the shareholders of the Company or appointment by
    the Board of Directors to fill a vacancy.



 



    (iii) After the First Option has been granted to an Outside
    Director, such Outside Director shall thereafter be
    automatically granted an Option to purchase 5,000 Shares (a
    “Subsequent Option”) on January 1 of each year,
    with the first such grant being made on January 1, 1997,
    provided that, on such date, he or she shall have served on the
    Board for at least six (6) months prior to the date of such
    Annual Meeting. The plan was amended on June 27, 2001 to
    increase the subsequent option from 5,000 shares to
    15,000 shares.



 



    (iv) Each Outside Director that was an Outside Director on
    January 23, 2001 was automatically granted an Option to
    purchase 40,000 Shares.



 



    (v) Notwithstanding the provisions of subsections (ii)
    and (iii) hereof, in the event that a grant would cause the
    number of Shares subject to outstanding Options plus the number
    of Shares previously purchased upon exercise of Options to
    exceed the total number of Shares authorized for issuance
    pursuant to this Plan, then each such automatic grant shall be
    for that number of Shares determined by dividing the total
    number of Shares remaining available for grant by the number of
    Outside Directors receiving an Option on such date on the
    automatic grant date. Any further grants shall then be deferred
    until such time, if any, as additional Shares become available
    for grant under the Plan through action of the shareholders to
    increase the number of Shares which may be issued under the Plan
    or through cancellation or expiration of Options previously
    granted hereunder.



 



    (vi) Notwithstanding the provisions of
    subsections (ii) and (iii) hereof, any grant of an
    Option made before the Company has obtained shareholder approval
    of the Plan in accordance with Section 17 hereof shall be
    conditioned upon obtaining such shareholder approval of the Plan
    in accordance with Section 17 hereof.



 



    (vii) The terms of each First Option granted hereunder
    shall be as follows:



 


			
	 	    (1) 
	
    The First Option shall be exercisable only while the Outside
    Director remains a Director of the Company, except as set forth
    in Section 9 hereof.

	 
	 	    (2) 
	
    The exercise price per Share shall be 100% of the fair market
    value per Share on the date of grant of the First Option,
    determined in accordance with Section 8 hereof.






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	 	    (3) 
	
    The First Option shall become exercisable in installments
    cumulatively as to 25% of the Shares subject to the First Option
    on each of the first, second, third and fourth anniversaries of
    the date of grant of the Option.




 



    (viii) The terms of each Subsequent Option granted
    hereunder shall be as follows:



 


			
	 	    (1) 
	
    The Subsequent Option shall be exercisable only while the
    Outside Director remains a Director of the Company, except as
    set forth in Section 9 hereof.

	 
	 	    (2) 
	
    The exercise price per Share shall be 100% of the fair market
    value per Share on the date of grant of the Subsequent Option,
    determined in accordance with Section 8 hereof.

	 
	 	    (3) 
	
    The Subsequent Option shall become exercisable as to one hundred
    percent (100%) of the Shares subject to the Subsequent Option on
    the first anniversary of the date of grant of the Subsequent
    Option.




 



    (c) Procedure for Grants After March 31,
    2006.  All grants of Stock Purchase Rights
    hereunder shall be automatic and nondiscretionary and shall be
    made strictly in accordance with the following provisions:



 



    (i) No person shall have any discretion to select which
    Outside Directors shall be granted Stock Purchase Rights or to
    determine the number of Shares to be covered by Stock Purchase
    Rights granted to Outside Directors.



 



    (ii) Each Outside Director shall be automatically granted a
    Stock Purchase Right for 30,000 Shares (the “First
    Stock Purchase Right”) on the date on which such person
    first becomes an Outside Director (other than directors who
    become Outside Directors solely as a result of the termination
    of their employment with the Company), whether through election
    by the shareholders of the Company or by appointment by the
    Board of Directors to fill a vacancy.



 



    (iii) After the First Stock Purchase Right has been granted
    to an Outside Director, such Outside Director shall thereafter
    be automatically granted additional Stock Purchase Rights for
    15,000 Shares (a “Subsequent Stock Purchase
    Right”) on January 1 of each year, with the first such
    grant being made on January 1, 2007, provided that, on such
    date, he or she shall have served on the Board for at least six
    (6) months prior to the grant date.



 



    (iv) Notwithstanding the provisions of
    subsections (ii) and (iii) hereof, in the event that a
    grant would cause the number of Shares subject to outstanding
    Awards plus the number of Shares previously purchased upon
    exercise of Options or issued pursuant to Stock Purchase Rights
    to exceed the total number of Shares authorized for issuance
    pursuant to this Plan, then each such automatic grant shall be
    for that number of Shares determined by dividing the total
    number of Shares remaining available for grant by the number of
    Outside Directors receiving a Stock Purchase Right on such
    automatic grant date. Any further grants shall then be deferred
    until such time, if any, as additional Shares become available
    for grant under the Plan through action of the shareholders to
    increase the number of Shares which may be issued under the Plan
    or through cancellation or expiration of Awards previously
    granted hereunder.



 



    (v) Notwithstanding the provisions of subsections (ii)
    and (iii) hereof, any grant of an Award made before the
    Company has obtained shareholder approval of the Plan in
    accordance with Section 17 hereof shall be conditioned upon
    obtaining such shareholder approval of the Plan in accordance
    with Section 17 hereof.



 



    (vi) The terms of each Stock Purchase Right granted
    hereunder shall be as follows:



 


			
	 	    (1) 
	
    The purchase price per Share shall be $0.001 per Share.

	 
	 	    (2) 
	
    Each Stock Purchase Right shall become vested in installments
    cumulatively as to 1/3 of the Shares subject to the Stock
    Purchase Right on each of the first, second and third
    anniversaries of the date of grant of the Stock Purchase Right.

	 
	 	    (3) 
	
    The Restricted Stock Purchase Agreement shall grant the Company
    a repurchase option exercisable upon the voluntary or
    involuntary termination of the Outside Director’s service






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    with the Company for any reason (including death or Disability,
    subject to the provisions of Section 9). The purchase price
    for Shares repurchased pursuant to the Restricted Stock Purchase
    Agreement shall be the original price paid by the purchaser and
    may be paid by cancellation of any indebtedness of the purchaser
    to the Company.




 



    (d) Powers of the Board.  Subject to the
    provisions and restrictions of the Plan, the Board shall have
    the authority, in its discretion: (i) to determine, upon
    review of relevant information and in accordance with
    Section 8(b) of the Plan, the fair market value of the
    Common Stock; (ii) to determine the exercise price per
    share of Options to be granted, which exercise price shall be
    determined in accordance with Section 8(a) of the Plan;
    (iii) to interpret the Plan; (iv) to prescribe, amend
    and rescind rules and regulations relating to the Plan;
    (v) to authorize any person to execute on behalf of the
    Company any instrument required to effectuate the grant of an
    Award previously granted hereunder; and (vi) to make all
    other determinations deemed necessary or advisable for the
    administration of the Plan.



 



    (e) Effect of Board’s Decision.  All
    decisions, determinations and interpretations of the Board shall
    be final and binding on all Participants and any other holders
    of any Awards granted under the Plan.



 



    (f) Suspension or Termination of
    Option.  If the President or his or her designee
    reasonably believes that a Participant has committed an act of
    misconduct, the President may suspend the Participant’s
    right to exercise any option (or purchase shares pursuant to a
    Stock Purchase Right) pending a determination by the Board of
    Directors (excluding the Outside Director accused of such
    misconduct). If the Board of Directors (excluding the Outside
    Director accused of such misconduct) determines a Participant
    has committed an act of embezzlement, fraud, dishonesty,
    nonpayment of an obligation owed to the Company, breach of
    fiduciary duty or deliberate disregard of the Company rules
    resulting in loss, damage or injury to the Company, or if a
    Participant makes an unauthorized disclosure of any Company
    trade secret or confidential information, engages in any conduct
    constituting unfair competition, induces any Company customer to
    breach a contract with the Company or induces any principal for
    whom the Company acts as agent to terminate such agency
    relationship, neither the Optionee nor his or her estate shall
    be entitled to exercise any option (or purchase shares pursuant
    to a Stock Purchase Right) whatsoever. In making such
    determination, the Board of Directors (excluding the Outside
    Director accused of such misconduct) shall act fairly and shall
    give the Participant an opportunity to appear and present
    evidence on Participant’s behalf at a hearing before the
    Board or a committee of the Board.



 



    5. Eligibility.  Awards may be granted
    only to Outside Directors. All Awards shall be automatically
    granted in accordance with the terms set forth in
    Section 4(b) or Section 4(c) hereof. An Outside
    Director who has been granted an Award may, if he or she is
    otherwise eligible, be granted an additional Award or Awards in
    accordance with such provisions. The Plan shall not confer upon
    any Participant any right with respect to continuation of
    service as a Director or nomination to serve as a Director, nor
    shall it interfere in any way with any rights which the Director
    or the Company may have to terminate his or her directorship at
    any time.



 



    6. Term of Plan; Effective Date.  The Plan
    shall continue in effect until March 31, 2016, unless
    sooner terminated under Section 13 of the Plan.



 



    7. Term of Options.  The term of each
    Option shall be ten (10) years from the date of grant
    thereof.



 



    8. Exercise or Purchase Price and Consideration.



 



    (a) Exercise Price.



 



    (i) The per Share exercise price for the Shares to be
    issued pursuant to exercise of an Option shall be 100% of the
    fair market value per Share on the date of grant of the Option.



 



    (ii) The per Share purchase price for the Shares issued
    pursuant to a Stock Purchase Right shall be equal to the par
    value of such Shares.



 



    (b) Fair Market Value.  The fair market
    value shall be determined by the Board; provided, however, that
    where there is a public market for the Common Stock, the fair
    market value per Share shall be the mean of the bid and asked
    prices of the Common Stock in the
    over-the-counter
    market on the date of grant, as reported in







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    The Wall Street Journal (or, if not so reported, as otherwise
    reported by the National Association of Securities Dealers
    Automated Quotation (“Nasdaq”) System) or, in the
    event the Common Stock is traded on the Nasdaq National Market
    or listed on a stock exchange, the fair market value per Share
    shall be the closing price on such system or exchange on the
    date of grant of the Option, as reported in The Wall Street
    Journal. With respect to any Options granted hereunder
    concurrently with the initial effectiveness of the Plan, the
    fair market value shall be the Price to Public as set forth in
    the final prospectus relating to such initial public offering.



 



    (c) Form of Consideration.  The
    consideration to be paid for the Shares to be issued upon
    exercise of an Option or pursuant to a Stock Purchase Right
    shall consist entirely of cash, check, other Shares of Common
    Stock having a fair market value on the date of surrender equal
    to the aggregate exercise or purchase price of the Shares as to
    which said Award shall be exercised (which, if acquired from the
    Company, shall have been held for at least six months), or any
    combination of such methods of payment
    and/or any
    other consideration or method of payment as shall be permitted
    under applicable corporate law.



 



    9. Exercise of Awards.



 



    (a) Procedure for Exercise; Rights as a
    Shareholder.  The exercise of an Option to acquire
    Shares and the purchase of shares pursuant to a Stock Purchase
    Right are each referred to herein as the exercise of an Award.
    Any Award granted hereunder shall be exercisable at such times
    as are set forth in Section 4(b) or Section 4(c)
    hereof; provided, however, that no Awards shall be exercisable
    prior to shareholder approval of the Plan in accordance with
    Section 17 hereof has been obtained. An Award may not be
    exercised for a fraction of a Share. An Award shall be deemed to
    be exercised when written notice of such exercise has been given
    to the Company in accordance with the terms of the Award by the
    person entitled to exercise the Award and full payment for the
    Shares with respect to which the Award is exercised has been
    received by the Company. Full payment may consist of any
    consideration and method of payment allowable under
    Section 8(c) of the Plan. Until the issuance (as evidenced
    by the appropriate entry on the books of the Company or of a
    duly authorized transfer agent of the Company) of the stock
    certificate evidencing such Shares, no right to vote or receive
    dividends or any other rights as a shareholder shall exist with
    respect to the Optioned Stock of shares subject to a Stock
    Purchase Right, notwithstanding the exercise of the Award. A
    share certificate for the number of Shares so acquired shall be
    issued to the Participant as soon as practicable after exercise
    of the Award. No adjustment will be made for a dividend or other
    right for which the record date is prior to the date the stock
    certificate is issued, except as provided in Section 11 of
    the Plan.



 



    (b) Termination of Status as a
    Director.  If an Outside Director ceases to serve
    as a Director, he or she may, but only within ninety
    (90) days after the date he or she ceases to be a Director
    of the Company, exercise his or her Award to the extent that he
    or she was entitled to exercise it at the date of such
    termination. Notwithstanding the foregoing, in no event may the
    Award be exercised after its term set forth in Section 7
    has expired. To the extent that such Outside Director was not
    entitled to exercise an Award at the date of such termination,
    or does not exercise such Award (which he or she was entitled to
    exercise) within the time specified herein, the Award shall
    terminate.



 



    (c) Disability of
    Participant.  Notwithstanding Section 9(b)
    above, in the event a Director is unable to continue his or her
    service as a Director with the Company as a result of his or her
    total and permanent disability (as defined in
    Section 22(e)(3) of the Code), he or she may, but only
    within six (6) months (or such other period of time not
    exceeding twelve (12) months as is determined by the Board)
    from the date of such termination, exercise his or her Award to
    the extent he or she was entitled to exercise it at the date of
    such termination. Notwithstanding the foregoing, in no event may
    the Award be exercised after its term set forth in
    Section 7 has expired. To the extent that he or she was not
    entitled to exercise the Award at the date of termination, or if
    he or she does not exercise such Award (which he or she was
    entitled to exercise) within the time specified herein, the
    Award shall terminate.



 



    (d) Death of Participant.  In the event of
    the death of a Participant:



 



    (i) During the term of services of an Outside Director who
    is, at the time of his or her death, a Director of the Company
    and who shall have been in Continuous Status as a Director since
    the date of grant of the Award, the Award may be exercised, at
    any time within six (6) months following the date of







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    death, by the Participant’s estate or by a person who
    acquired the right to exercise the Award by bequest or
    inheritance, but only to the extent of the right to exercise
    that would have accrued had the Participant continued living and
    remained in Continuous Status as Director for six
    (6) months (or such lesser period of time as is determined
    by the Board) after the date of death. Notwithstanding the
    foregoing, in no event may the Award be exercised after its term
    set forth in Section 7 has expired.



 



    (ii) Within three (3) months after the termination of
    Continuous Status as a Director, the Award may be exercised, at
    any time within six (6) months following the date of death,
    by the Participant’s estate or by a person who acquired the
    right to exercise the Award by bequest or inheritance, but only
    to the extent of the right to exercise that had accrued at the
    date of termination. Notwithstanding the foregoing, in no event
    may the option be exercised after its term set forth in
    Section 7 has expired.



 



    10. Nontransferability of Awards.  The
    Award may not be sold, pledged, assigned, hypothecated,
    transferred, or disposed of in any manner other than by will or
    by the laws of descent or distribution or pursuant to a
    qualified domestic relations order (as defined by the Code or
    the rules thereunder). The designation of a beneficiary by a
    Participant does not constitute a transfer. An Award may be
    exercised during the lifetime of a Participant only by the
    Participant or a transferee permitted by this Section.



 



    11. Adjustments Upon Changes in Capitalization;
    Corporate Transactions.



 



    (a) Adjustment.  Subject to any required
    action by the shareholders of the Company, the number of shares
    of Common Stock covered by each outstanding Award, and the
    number of shares of Common Stock which have been authorized for
    issuance under the Plan but as to which no Awards have yet been
    granted or which have been returned to the Plan upon
    cancellation or expiration of an Award, as well as the price per
    share of Common Stock covered by each such outstanding Award,
    shall be proportionately adjusted for any increase or decrease
    in the number of issued shares of Common Stock 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 of Common Stock effected
    without receipt of consideration by the Company; provided,
    however, that 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 or price of shares of Common Stock
    subject to an Award.



 



    (b) Corporate Transactions.  In the event
    of (i) a dissolution or liquidation of the Company,
    (ii) a sale of all or substantially all of the
    Company’s assets, (iii) a merger or consolidation in
    which the Company is not the surviving corporation, or
    (iv) any other capital reorganization in which more than
    fifty percent (50%) of the shares of the Company entitled to
    vote are exchanged, the Company shall give to the Outside
    Director, at the time of adoption of the plan for liquidation,
    dissolution, sale, merger, consolidation or reorganization,
    either a reasonable time thereafter within which to exercise the
    Award, including Shares as to which the Award would not be
    otherwise exercisable, prior to the effectiveness of such
    liquidation, dissolution, sale, merger, consolidation or
    reorganization, at the end of which time the Award shall
    terminate, or the right to exercise the Award, including Shares
    as to which the Award would not be otherwise exercisable (or
    receive a substitute option with comparable terms), as to an
    equivalent number of shares of stock of the corporation
    succeeding the Company or acquiring its business by reason of
    such liquidation, dissolution, sale, merger, consolidation or
    reorganization.



 



    12. Time of Granting Awards.  The date of
    grant of an Award shall, for all purposes, be the date
    determined in accordance with Section 4(b) or
    Section 4(c) hereof. Notice of the determination shall be
    given to each Outside Director to whom an Award is so granted
    within a reasonable time after the date of such grant.



 



    13. Amendment and Termination of the Plan.



 



    (a) Amendment and Termination.  The Board
    may amend or terminate the Plan from time to time in such
    respects as the Board may deem advisable; provided that, to the
    extent necessary and desirable to comply with
    Rule 16b-3
    under the Exchange Act (or any other applicable law or
    regulation), the Company shall obtain






6








 







    approval of the shareholders of the Company to Plan amendments
    to the extent and in the manner required by such law or
    regulation. Notwithstanding the foregoing, the provisions set
    forth in Section 4 of this Plan (and any other Sections of
    this Plan that affect the formula award terms required to be
    specified in this Plan by Rule
    16b-3) shall
    not be amended more than once every six months, other than to
    comport with changes in the Code, the Employee Retirement Income
    Security Act of 1974, as amended, or the rules thereunder.



 



    (b) Effect of Amendment or
    Termination.  Any such amendment or termination of
    the Plan that would impair the rights of any Participant shall
    not affect Awards already granted to such Participant and such
    Awards shall remain in full force and effect as if this Plan had
    not been amended or terminated, unless mutually agreed otherwise
    between the Participant and the Board, which agreement must be
    in writing and signed by the Participant and the Company.



 



    14. Conditions Upon Issuance of
    Shares.  Shares shall not be issued pursuant to
    the exercise of an Award unless the exercise of such Award and
    the issuance and delivery of such Shares pursuant thereto shall
    comply with all relevant provisions of law, including, without
    limitation, the Securities Act of 1933, as amended, the Exchange
    Act, the rules and regulations promulgated thereunder, state
    securities laws, and the requirements of any stock exchange upon
    which the Shares may then be listed, and shall be further
    subject to the approval of counsel for the Company with respect
    to such compliance. As a condition to the exercise of an Award,
    the Company may require the person exercising such Award to
    represent and warrant at the time of any such exercise that the
    Shares are being purchased only for investment and without any
    present intention to sell or distribute such Shares, if, in the
    opinion of counsel for the Company, such a representation is
    required by any of the aforementioned relevant provisions of law.



 



    15. Reservation of Shares.  The Company,
    during the term of this Plan, will at all times reserve and keep
    available such number of Shares as shall be sufficient to
    satisfy the requirements of the Plan. Inability of the Company
    to obtain authority from any regulatory body having
    jurisdiction, which authority is deemed by the Company’s
    counsel to be necessary to the lawful issuance and sale of any
    Shares hereunder, shall relieve the Company of any liability in
    respect of the failure to issue or sell such Shares as to which
    such requisite authority shall not have been obtained.



 



    16. Award Agreement.  Awards shall be
    evidenced by either written option agreements or Restricted
    Stock Purchase Agreements, as applicable, in such form as the
    Board shall approve.



 



    17. Shareholder Approval.  Continuance of
    the Plan shall be subject to approval by the shareholders of the
    Company at or prior to the first annual meeting of shareholders
    held subsequent to the granting of an Option hereunder. If such
    shareholder approval is obtained at a duly held
    shareholders’ meeting, it may be obtained by the
    affirmative vote of the holders of a majority of the outstanding
    shares of the Company present or represented and entitled to
    vote thereon. If such shareholder approval is obtained by
    written consent, it may be obtained by the written consent of
    the holders of a majority of the outstanding shares of the
    Company. Awards may be granted, but not exercised, before such
    shareholder approval.






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