ANNEX B
NUANCE COMMUNICATIONS, INC.
2000 STOCK PLAN
(As Amended and Restated January 17, 2019)
1.
Purposes of the Plan.
The purposes of this Plan are:
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to attract and retain the best available personnel for positions of substantial responsibility,
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to provide additional incentive to Employees, Directors and Consultants, and
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to promote the success of the Companys business.
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The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Purchase Rights, Stock Appreciation Rights, and Restricted Stock Units.
2.
Definitions.
As used herein, the following definitions shall apply:
(a)
Administrator
means the Board or any of its Committees as shall be administering the Plan, in accordance with Section 4 of
the Plan.
(b)
Affiliate
means any corporation or other entity (including, but not limited to partnerships and joint ventures)
controlled by, or under common control with the Company.
(c)
Affiliated SAR
means a SAR that is granted in connection with a
related Option, and which automatically will be deemed to be exercised at the same time that the related Option is exercised.
(d)
Applicable Laws
means the requirements relating to the administration of equity-based awards under U.S. state corporate
laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted
under the Plan.
(e)
Annual Revenue
means the Companys or a business units net sales for the Fiscal Year,
determined in accordance with generally accepted accounting principles; provided, however, that prior to the Fiscal Year, the Committee shall determine whether any significant item(s) shall be excluded or included from the calculation of Annual
Revenue with respect to one or more Participants.
(f)
Award
means, individually or collectively, a grant under the Plan of
Options, Stock Purchase Rights, Stock Appreciation Rights, and Restricted Stock Units.
(g)
Award Agreement
means the written
or electronic agreement setting forth the terms and provisions applicable to each Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.
(h)
Board
means the Board of Directors of the Company.
(i)
Cash Position
means the Companys level of cash and cash equivalents.
(j)
Code
means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference
to any successor or amended section of the Code.
(k)
Committee
means a committee of Directors appointed by the Board in
accordance with Section 4 of the Plan.
(l)
Common Stock
means the common stock of the Company.
m)
Company
means Nuance Communications, Inc., a Delaware corporation. With respect to the definitions of the Performance Goals,
the Committee may determine that Company means Nuance Communications, Inc. and its consolidated subsidiaries.
(n)
Consultant
means any person, including an advisor, engaged by the Company or a Parent or Subsidiary to render services to
such entity; provided, that a Consultant will include only those persons to whom the issuance of Shares may be registered under Form
S-8
of the Securities Act of 1933, as amended.
(o)
Controllable Profits
means as to any Fiscal Year, a business units Annual Revenue minus (a) cost of sales,
(b) research, development, and engineering expense, (c) marketing and sales expense, (d) general and administrative expense, (e) extended receivables expense, and (f) shipping requirement deviation expense.
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