exv4w5



 





Exhibit 4.5




NUANCE COMMUNICATIONS, INC.




STAND-ALONE




RESTRICTED STOCK UNIT AGREEMENT




	 	 	 	 	 
	(A) Name of Grantee:
	 	 	 	 
	(B) Credit Date:

	 	 

	 	 
	 

	 	 	 	 
	(C) Number of Units:
	 	 	 	 
	 

	 	 	 	 
	(D) Effective Date:
	 	 	 	 
	 

	 	 	 	 





     THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), is effective as of the date set forth
in Item D above (the “Effective Date”) between Nuance Communications, Inc., a Delaware corporation
(the “Company”) and the person named in Item A above (“Grantee”).



     THE PARTIES AGREE AS FOLLOWS:




	1.	 	Restricted Stock Units. Pursuant to terms and conditions set forth in this Agreement, the
Company hereby grants to the Grantee a number of restricted stock units set forth in Item C
above (the “Restricted Stock Units”).






	2.	 	Company’s Obligation to Pay; Purchase Price. Each Restricted Stock Unit represents the right
to receive a Share on the date it becomes vested. Unless and until the Restricted Stock Units
will have vested in the manner set forth in Section 4, the Grantee will have no right to
payment of any such Restricted Stock Units. Prior to actual payment of any Restricted Stock
Units, each Restricted Stock Unit will represent an unsecured obligation of the Company,
payable (if at all) only from the general assets of the Company.
	 
	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)	 	“Cause” means (i) a material breach of the Employee Proprietary Information,
Inventions, and Non-Competition Agreement (or any similar agreement) between the
Grantee and the Company (or any direct or indirect Subsidiary of the Company), (ii)
conviction of or entry of a plea of guilty or nolo contendere to a felony, (iii)
conviction of any crime involving moral turpitude or dishonesty that causes, or is
likely to cause, material harm to the Company (or any direct or indirect Subsidiary of
the Company), (iv) willful act of personal dishonesty, fraud or misrepresentation,
taken by the Grantee in connection with the Grantee’s responsibilities as an Employee,
that causes, or is likely to cause, harm to the Company (or any direct or indirect
Subsidiary of the Company); (v) willful and continued failure of the Grantee to
substantially perform his or her principal duties and/or obligations of employment
after (A) the Grantee has received a




 









 






	 	 	 	written demand for performance which specifically sets forth the factual basis for
the Company’s belief that the Grantee has not substantially performed his or her
principal duties and/or obligations of employment and (B) the Grantee has been given
at least 15 days to cure such deficiencies; or (vi) intentional and material damage
to the Company’s property or the property of any direct or indirect Subsidiary of
the Company.






	 	(d)	 	“Code” means the Internal Revenue Code of 1986, as amended.






	 	(e)	 	“Common Stock” means the Common Stock of the Company.






	 	(f)	 	“Consultant” means any person, including an advisor, engaged by the Company or
a Parent or Subsidiary to render services to such entity






	 	(g)	 	“Director” means a member of the Board or a member of the Board of Directors of
any Parent or Subsidiary to render services to such entity.






	 	(h)	 	“Disability” means total and permanent disability as defined in Section
22(e)(3) of the Code and the Grantee has become entitled to receive benefits under the
Company’s short and/or long-term disability policies, as they may be in effect from
time to time, as a result of such permanent disability.






	 	(i)	 	“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.






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






	 	(k)	 	“Service Provider” means an Employee, Director or Consultant.






	 	(l)	 	“Share” means a share of the Common Stock, as adjusted in accordance with
Section 8 below.






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






	4.	 	Vesting. The Restricted Stock Units will vest in accordance with the terms and conditions
set forth in Exhibit A attached hereto. Notwithstanding the vesting terms and conditions set
forth in Exhibit A, in the event the Company (or the Subsidiary employing the Grantee, as
applicable) terminates the Grantee’s employment with the Company (or the Subsidiary employing
the Grantee, as applicable) without Cause, 100% of the then unvested Restricted Stock Units
will immediately vest, including any Restricted Stock Units that otherwise are to vest upon
the achievement of performance objectives.




 









 












	5.	 	Forfeiture upon Termination as Service Provider. Except as set forth in Section 4, if the
Grantee ceases to be a Service Provider for any or no reason, the then-unvested Restricted
Stock Units awarded by this Agreement will thereupon be forfeited at no cost to the Company
and the Grantee will have no further rights to acquire Shares with respect thereto.






	6.	 	Payment After Vesting. Subject to Section 10, any Restricted Stock Units that vest in
accordance with Section 4 will be paid to the Grantee in whole Shares at the time or times set
forth in Section 2.






	7.	 	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.






	8.	 	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 and class of Shares that may be delivered under
this award of Restricted Stock Units shall be adjusted in order to prevent diminution
or enlargement of the benefits or potential benefits intended to be made available
under this Agreement for any dividend or other distribution (whether in the form of
cash, Shares, other securities, or other property), spin-off, increase or decrease in
the number of issued Shares resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Shares, any other increase or decrease
in the number of issued Shares effected without receipt of consideration by the Company
or other change in the corporate structure of the Company affecting the Shares occurs;
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 of Shares subject to this award.






	 	(b)	 	Dissolution or Liquidation. In the event of the proposed dissolution
or liquidation of the Company, the Administrator shall notify Grantee as soon as
practicable prior to the effective date of such proposed transaction. To the extent it
has not been previously vested, this award of Restricted Stock Units will terminate
immediately prior to the consummation of such proposed action.






	 	(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, this award of Restricted Stock Units to the extent it remains outstanding at
such time shall be assumed or an equivalent right substituted by the successor




 









 






	 	 	 	corporation or a Parent or Subsidiary of the successor corporation. In the event
that the successor corporation refuses to assume or substitute for this award of
Restricted Stock Units, the Grantee will fully vest in this award of Restricted
Stock Units and the Shares issuable thereunder will be issued, even if the
Restricted Stock Units would not otherwise be vested and all vesting criteria will
be deemed achieved at target levels and all other terms and conditions met.






	9.	 	Tax Advice. The Company has made no warranties or representations to the Grantee with
respect to the income tax consequences of the transactions contemplated by the Agreement
pursuant to which the Restricted Stock Units have been issued and the Shares issuable
thereunder and the 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 Restricted Stock Units or the ownership, purchase, or disposition
of the Shares issuable thereunder. 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 Restricted Stock Units and the Shares issuable
thereunder.
	 
	10.	 	Withholding of Taxes.






	 	(a)	 	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 Restricted Stock Units and/or the Shares issuable thereunder may be
paid by reducing the number of vested Shares actually paid to the Grantee.






	 	(b)	 	At the Grantee’s election, the Company may deduct from any payment of
distribution of Shares the amount of any tax required by law to be withheld with
respect to issuance of Shares hereunder. The Grantee must inform the Company of his or
her preference for payment of his or her withholding tax obligations within 30 days of
receipt of the documentation. An election form is attached hereto as Exhibit B.






	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
the Grantee may not assign any of the 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 Restricted Stock
Units or Shares issuable hereunder which are not in conformity with the provisions of this
Agreement.




 









 












	13.	 	Modifications to the Agreement. Modifications to this Agreement can be made only in an
express written contract executed by a duly authorized officer of the Company.
Notwithstanding anything to the contrary in this Agreement, the Company reserves the right to
revise this Agreement as it deems necessary or advisable, in its sole discretion and without
the consent of the Grantee, to comply with Section 409A of the Code or to otherwise avoid
imposition of any additional tax or income recognition under Section 409A of the Code in
connection to this award of Restricted Stock Units.






	14.	 	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.






	15.	 	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:





Nuance Communications, Inc.

One Wayside Road

Burlington, MA 01803

Attention: HR Director





	 	 	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.






	16.	 	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 16 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 15 shall be valid and sufficient.






	17.	 	No Rights to Restricted Stock Units, Shares, Options or Employment. Other than with respect
to the Restricted Stock Units, neither the Grantee nor any other person shall have any claim
or right to be issued Shares or granted an option to acquire Shares under this Agreement.
Having received the Restricted Stock Units shall not give the Grantee any right to receive any
other grant of options or other equity under any Company plan or




 









 






	 	 	otherwise. The Grantee acknowledges and agrees that this Agreement, the transactions
contemplated hereunder and the vesting schedule set forth herein do not constitute an
express or implied promise of the Grantee’s continuation as a Service Provider for the
vesting period, for any period, or at all, and will not interfere with the Grantee’s right
or the right of the Company (or the Subsidiary employing or retaining the Grantee) to
terminate the Grantee’s status as a Service Provider at any time, with or without cause.






	18.	 	Entire Agreement. Company and Grantee agree that this Agreement (including its attached
Exhibits) is the complete and exclusive statement between Company and the Grantee regarding
its subject matter and supersedes all prior proposals, communications, and agreements of the
parties, whether oral or written, regarding the grant Restricted Stock Units and the Shares
issuable thereunder to Grantee.






	19.	 	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. Where the Company determines that the delivery
of the payment of any Shares will violate federal securities laws or other applicable laws,
the Company will defer delivery until the earliest date at which the Company reasonably
anticipates that the delivery of Shares will no longer cause such violation. 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.






	20.	 	Administrator Authority. The Administrator will have the power to interpret this Agreement
and to adopt such rules for the administration, interpretation and application of this
Agreement as are consistent therewith and to interpret or revoke any such rules (including,
but not limited to, the determination of whether or not any Restricted Stock Units 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 this Agreement.






	21.	 	Captions. Captions provided herein are for convenience only and are not to serve as a basis
for interpretation or construction of this Agreement.






	22.	 	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.



	 	 	 	 	 
	 	NUANCE COMMUNICATIONS, INC.

 	 
	 	By:  	


 	 
	 	 	Paul A. Ricci 	 
	 	 	 	 
	 




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



	 	 	 	 	 
	 	


 	 
	 	

Grantee- [NAME]