EQUITY COMPENSATION PLAN INFORMATION for Nuance

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Nuance Communications (NUAN)

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NUAN » Topics » EQUITY COMPENSATION PLAN INFORMATION

This excerpt taken from the NUAN DEF 14A filed Apr 4, 2008.

EQUITY COMPENSATION PLAN INFORMATION

As of September 30, 2007, there were 18,240,722 shares subject to issuance upon exercise of outstanding options or awards under all of our equity compensation plans referred to in the table below, at a weighted average exercise price of $6.48, and with a weighted average remaining life of 5.2 years. As of September 30, 2007 there were 4,383,262 shares available for issuance under those plans.

The following table provides information as of September 30, 2007 with respect to the shares of Common Stock that may be issued under existing equity compensation plans.

(c)

Number of

Securities

Remaining

(b)

Available for Future

(a)

Weighted

Issuance Under

Number of

Average

Equity

Securities to be

Exercise Price

Compensation

Issued Upon

Plans (Excluding

Exercise of

Outstanding

Securities Reflected

Options

in Column (a))

Equity compensation plans approved by shareholders(1)

8,129,790

(2)

7.50

4,281,015

(3)

Equity compensation plans not approved by shareholders(4)(5)

6,881,797

(6)(7)

6.70

472,300

Total equity compensation plans

15,011,587

7.13

4,753,315


(1)		Consists of our 1995 Directors’ Stock Option Plan, 1993 Incentive Stock Option Plan, 1995 Employee Stock Purchase Plan, 1997 Employee Stock Option Plan, 1998 Stock Option Plan and 2000 Stock Plan.

(2)		Excludes securities to be issued upon vesting of restricted stock units. As of September 30, 2007, 4,294,860 shares of the Company’s Common Stock were issuable upon vesting of the restricted stock units.

(3)		Includes 370,053 shares of the Company’s Common Stock available for future issuance under the 1995 Employee Stock Purchase Plan.

(4)		Includes a stand-alone stock option grant to Mr. Ricci and Mr. Hunt described more fully below, our 2000 Nonstatutory Stock Option Plan and our 2003 Stock Plan (formerly the SpeechWorks International, Inc. 2000 Employee, Director and Consultant Stock Plan).

(5)		Excludes options assumed by the Company in the acquisitions of Caere, the former Nuance Communications, Inc., BeVocal, Inc. and VoiceSignal Technologies, Inc. As of September 30, 2007, a total of 3,229,135 shares of the Company’s Common Stock were issuable upon exercise of the assumed options. The weighted average exercise price of the outstanding assumed options is $3.43 per share and they have an average weighted life remaining of 6 years. All outstanding assumed options from the Caere acquisition are fully vested and exercisable. 2,229,508 of the 2,408,370 options outstanding in connection with the acquisition of the former Nuance Communications, Inc. were exercisable as of September 30, 2007. 597,214 of the options assumed and outstanding in connection with the acquisition of BeVocal, Inc. were exercisable as of September 30, 2007 due to an early exercise provision in the plan. 15,583 of the 114,909 options assumed and outstanding in connection with the acquisition of VoiceSignal Technologies, Inc. were exercisable as of September 30, 2007. No additional options may be granted under the assumed options or their related plans.

(6)		Excludes securities to be issued upon vesting of restricted stock units under the Company’s assumed 2003 Stock Plan (formerly SpeechWorks International, Inc. 2000 Employee, Director and Consultant Stock Plan). As of September 30, 2007, 518,799 shares of the Company’s Common Stock were issuable upon vesting of restricted stock units.

		Excludes stand-alone restricted stock unit awards that were issued pursuant to the hiring of Mr. Hunt totaling 600,000. See Grants of Plan Based Awards table for details of these awards issued to Mr. Hunt.

		Excludes stand-alone restricted stock unit awards issued in connection with the Company’s acquisitions of BeVocal, VoiceSignal Technologies, Inc. and Tegic Corporation. A total of 1,090,250 restricted stock units were unvested as of September 30, 2007. Shares subject to the restricted stock units vest over a three to four year period.


(7)		Includes the remaining outstanding shares from a stand-alone stock option to purchase 1,040,000 shares of the Company’s Common Stock granted to Mr. Ricci at a per share exercise price of $1.3438 on August 17, 2000. This option, which was issued in connection with the hiring of Mr. Ricci, is fully vested and exercisable. In the event of termination of employment, Mr. Ricci will have the remaining term of the option to exercise any unexercised options.

		Includes a stand-alone stock option to purchase 400,000 shares of the Company’s Common Stock granted to Mr. Hunt at a per share exercise price of $9.61 on October 10, 2006. This option, which was issued in connection with the hiring of Mr. Hunt, has no shares exercisable as of September 30, 2007. See Grants of Plan Based Awards table for further details of this award issued to Mr. Hunt.

		Includes stand-alone stock option grants that were issued in connection with the Company’s acquisition of BeVocal, Inc. A total of 648,000 stock options to purchase shares of the Company’s Common Stock were outstanding as of September 30, 2007. These options were issued at a price of $16.30, have a seven-year term and as of September 30, 2007 there were no shares exercisable.

This excerpt taken from the NUAN 10-K filed Jan 25, 2008.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of September 30, 2007 with respect to the shares of Common Stock that may be issued under existing equity compensation plans.

(c)

Number of

Securities

Remaining

(b)

Available for Future

(a)

Weighted

Issuance Under

Number of

Average

Equity

Securities to be

Exercise Price

Compensation

Issued Upon

Plans (Excluding

Exercise of

Outstanding

Securities Reflected

Options

in Column (a))

Equity compensation plans approved by shareholders(1)

8,129,790

(2)

7.50

4,281,015

(3)

Equity compensation plans not approved by shareholders(4)(5)

6,881,797

(6)(7)

6.70

472,300

Total equity compensation plans

15,011,587

7.13

4,753,315


(1)		Consists of our 1995 Directors’ Stock Option Plan, 1993 Incentive Stock Option Plan, 1995 Employee Stock Purchase Plan, 1997 Employee Stock Option Plan, 1998 Stock Option Plan and 2000 Stock Plan.

(2)		Excludes securities to be issued upon vesting of restricted stock units. As of September 30, 2007, 4,294,860 shares of the Company’s Common Stock were issuable upon vesting of the restricted stock units.

(3)		Includes 370,053 shares of the Company’s Common Stock available for future issuance under the 1995 Employee Stock Purchase Plan.

(4)		Includes a stand-alone stock option grant to Mr. Ricci and Mr. Hunt described more fully below, our 2000 Nonstatutory Stock Option Plan and our 2003 Stock Plan (formerly the SpeechWorks International, Inc. 2000 Employee, Director and Consultant Stock Plan).

(5)		Excludes options assumed by the Company in the acquisitions of Caere, the former Nuance Communications, Inc., BeVocal, Inc. and VoiceSignal Technologies, Inc. As of September 30, 2007, a total of 3,229,135 shares of the Company’s Common Stock were issuable upon exercise of the assumed options. The weighted average exercise price of the outstanding assumed options is $3.43 per share and they have an average weighted life remaining of 6 years. All outstanding assumed options from the Caere acquisition are fully vested and exercisable. 2,229,508 of the 2,408,370 options outstanding in connection with the acquisition of the former Nuance Communications, Inc. were exercisable as of September 30, 2007. 597,214 of the options assumed and outstanding in connection with the acquisition of BeVocal, Inc. were exercisable as of September 30, 2007 due to an early exercise provision in the plan. 15,583 of the 114,909 options assumed and outstanding in connection with the acquisition of VoiceSignal Technologies, Inc. were exercisable as of September 30, 2007. No additional options may be granted under the assumed options or their related plans.

(6)		Excludes securities to be issued upon vesting of restricted stock units under the Company’s assumed 2003 Stock Plan (formerly SpeechWorks International, Inc. 2000 Employee, Director and Consultant Stock Plan). As of September 30, 2007, 518,799 shares of the Company’s Common Stock were issuable upon vesting of restricted stock units.

		Excludes stand-alone restricted stock unit awards that were issued pursuant to the hiring of Mr. Hunt totaling 600,000. See Grants of Plan Based Awards table for details of these awards issued to Mr. Hunt.

		Excludes stand-alone restricted stock unit awards issued in connection with the Company’s acquisitions of BeVocal, VoiceSignal Technologies, Inc. and Tegic Corporation. A total of 1,090,250 restricted stock units


		were unvested as of September 30, 2007. Shares subject to the restricted stock units vest over a three to four year period.

(7)		Includes the remaining outstanding shares from a stand-alone stock option to purchase 1,040,000 shares of the Company’s Common Stock granted to Mr. Ricci at a per share exercise price of $1.3438 on August 17, 2000. This option, which was issued in connection with the hiring of Mr. Ricci, is fully vested and exercisable. In the event of termination of employment, Mr. Ricci will have the remaining term of the option to exercise any unexercised options.

		Includes a stand-alone stock option to purchase 400,000 shares of the Company’s Common Stock granted to Mr. Hunt at a per share exercise price of $9.61 on October 10, 2006. This option, which was issued in connection with the hiring of Mr. Hunt, has no shares exercisable as of September 30, 2007. See Grants of Plan Based Awards table for further details of this award issued to Mr. Hunt.

		Includes stand-alone stock option grants that were issued in connection with the Company’s acquisition of BeVocal, Inc. A total of 648,000 stock options to purchase shares of the Company’s Common Stock were outstanding as of September 30, 2007. These options were issued at a price of $16.30, have a seven-year term and as of September 30, 2007 there were no shares exercisable.

This excerpt taken from the NUAN DEF 14A filed Feb 26, 2007.

Equity Compensation Plan Information

As of September 30, 2006, there were 23,404,137 shares subject to issuance upon exercise of outstanding options or awards under all of our equity compensation plans referred to in the table below, at a weighted average exercise price of $4.80, and with a weighted average remaining life of 5.66 years. As of September 30, 2006 there were 5,131,476 shares available for issuance under those plans.

The following table provides information as of September 30, 2006 with respect to the shares of Common Stock that may be issued under existing equity compensation plans.

(c)

Number of

Securities Remaining

(a)

Available for Future

Number of

(b)

Issuance Under

Securities to be

Weighted Average

Equity Compensation

Issued Upon

Exercise Price of

Plans (Excluding

Exercise of

Outstanding

Securities Reflected

Options

in Column (a))

Equity compensation plans approved by shareholders(1)

8,334,020

(2)

6.08

4,290,317

(3)

Equity compensation plans not approved by shareholders(4)(5)

8,414,777

(6)(7)

4.15

1,851,989

Total equity compensation plans

16,748,797

5.11

6,142,306


(1)	Consists of our 1995 Directors’ Stock Option Plan, 1993 Incentive Stock Option Plan, 1995 Employee Stock Purchase Plan, 1997 Employee Stock Option Plan, 1998 Stock Option Plan and 2000 Stock Plan.

(2)	Excludes securities to be issued upon vesting of restricted stock units. As of September 30, 2006, 2,705,554 shares of the Company’s Common Stock were issuable upon vesting of the restricted stock units.

(3)	Includes 1,010,830 shares of the Company’s Common Stock available for future issuance under the 1995 Employee Stock Purchase Plan.

(4)	Includes a stand-alone stock option grant to Paul Ricci described more fully below, our 2000 Nonstatutory Stock Option Plan and our 2003 Stock Plan (formerly the SpeechWorks International, Inc. 2000 Employee, Director and Consultant Stock Plan).

(5)	Excludes options assumed by the Company in the Caere acquisition and the acquisition of the former Nuance Communications, Inc. As of September 30, 2006, a total of 257,434 shares of the Company’s Common Stock were issuable upon exercise of the assumed options. The weighted average exercise price of the outstanding assumed options is $3.47 per share and they have an average weighted life remaining of 1.5 years. All outstanding assumed options from the Caere acquisition are fully vested and exercisable. 3,017,398 of the 3,647,852 options assumed in connection with the acquisition of the former Nuance Communications, Inc. were exercisable as of September 30, 2006. No additional options may be granted under the assumed options or their related plans. The weighted average exercise price of the outstanding assumed options in the Nuance acquisition is $3.48 per share and have an average weighted life remaining of 6.4 years.

(6)	Excludes securities to be issued upon vesting of restricted stock units. As of September 30, 2006, 44,500 shares of the Company’s Common Stock were issuable upon vesting of restricted stock units.

(7)	Includes a stand-alone stock option to purchase 1,500,000 shares of the Company’s Common Stock granted to Paul Ricci at a per share exercise price of $1.3438 on August 17, 2000. This option, which was issued in connection with the hiring of Mr. Ricci, is fully vested and exercisable. In the event of termination of employment, Mr. Ricci will have the remaining term of the option to exercise any unexercised options.

This excerpt taken from the NUAN DEF 14A filed Feb 17, 2006.

Equity Compensation Plan Information

As of January 31, 2006, there were 23,768,609 shares subject to issuance upon exercise of outstanding options or awards under all of our equity compensation plans referred to in the table below, at a weighted average exercise price of $4.10, and with a weighted average remaining life of 6.11 years. As of January 31, 2004 there were 5,581,934 shares available for issuance under those plans.

The following table provides information as of September 30, 2005 with respect to the shares of Common Stock that may be issued under existing equity compensation plans.

(c)

Number of

Securities Remaining

(a)

Available for Future

Number of

(b)

Issuance Under

Securities to be

Weighted Average

Equity Compensation

Issued Upon

Exercise Price of

Plans (Excluding

Exercise of

Outstanding

Securities Reflected

Options

in Column (a))

Equity compensation plans approved by shareholders(1)

6,569,725

(2)

4.15

5,208,713

(3)(4)

Equity compensation plans not approved by shareholders(5)(6)

12,039,417

(7)(8)

4.16

1,507,694

Total equity compensation plans

18,609,142

4.16

6,716,407


(1)	Consists of our 1995 Directors’ Stock Option Plan, 1993 Incentive Stock Option Plan, 1995 Employee Stock Purchase Plan, 1997 Employee Stock Option Plan, 1998 Stock Option Plan and 2000 Stock Plan.

(2)	Excludes number of securities to be issued upon vesting of restricted stock units. As of September 30, 2005, 816,516 shares of the Company’s Common Stock were issuable upon vesting of the restricted stock units.

(3)	Includes 930,391 shares of the Company’s Common Stock available for future issuance under the 1995 Employee Stock Purchase Plan.

(4)	Excludes shares of the Company’s Common Stock proposed to be added to the 2000 Stock Plan, the 1995 Directors’ Stock Option Plan and the 1995 Employee Stock Purchase Plan at the Annual Meeting.

(5)	Includes a stand-alone stock option granted to Paul Ricci, described more fully below, our 2000 Nonstatutory Stock Option Plan and our 2003 Stock Plan (formerly the SpeechWorks International, Inc. 2000 Employee, Director and Consultant Stock Plan).


(6)	Excludes options assumed by the Company in the Caere acquisition and the Nuance acquisition. As of September 30, 2005, a total of 8,495,907 shares of the Company’s Common Stock were issuable upon exercise of the assumed options. The weighted average exercise price of the outstanding assumed options is $3.98 per share and they have an average weighted life remaining of 6.85 years. All outstanding assumed options from the Caere acquisition are fully vested and exercisable. 6,500,321 of the 8,048,950 options assumed in connection with the acquisition of Former Nuance were exercisable as of September 30, 2005. No additional options may be granted under the assumed options or their related plans.

(7)	Excludes number of securities to be issued upon vesting of restricted stock units. As of September 30, 2005, 30,000 shares of the Company’s Common Stock were issuable upon vesting of the restricted stock units.

(8)	Includes a stand-alone stock option to purchase 1,500,000 shares of the Company’s Common Stock granted to Paul Ricci at a per share exercise price of $1.3438 on August 17, 2000. This option, which was issued in connection with the hiring of Mr. Ricci, is fully vested and exercisable. In the event of termination of employment, Mr. Ricci will have the remaining term of the option to exercise any unexercised options.

EXCERPTS ON THIS PAGE:

DEF 14A	Apr 4, 2008

10-K	Jan 25, 2008

DEF 14A	Feb 26, 2007

DEF 14A	Feb 17, 2006

Nuance Communications (NUAN)

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