EXHIBIT 4.13
[LERNOUT & HAUSPIE (TM) LOGO]
September 16, 2002
To: All Directors and Officers of
ScanSoft, Inc. ("Scansoft")
Re: Lock-up Agreement
Dear Ladies and Gentlemen:
Reference is made to that certain Agreement dated as of the date
hereof (the "Agreement"; capitalized terms used herein and not otherwise defined
shall have the meanings set forth in the Agreement) by and among ScanSoft,
Lernout & Hauspie Speech Products N.V., a corporation organized and existing
under the laws of the Kingdom of Belgium ("L&H NV"), and L&H Holdings USA, Inc.
a Delaware corporation that is a wholly-owned subsidiary of L&H NV ("L&H
Holdings" and, together with L&H NV, the "Sellers"). Pursuant to Section 5.08 of
the Agreement, ScanSoft agrees to cause certain of its officers and directors to
enter into this Lock-up Agreement (this "Lock-up Agreement"). The undersigned
acknowledges and agrees that as part of the consideration for the Sellers
entering into the Agreement, ScanSoft has agreed to cause certain of its
officers and directors, including the undersigned, to deliver this Lock-up
Agreement.
By signing this Lock-up Agreement, the undersigned agrees, on behalf
of himself or herself and his or her beneficiaries or designees, to not (except
in connection with any offering pursuant to this Agreement), directly or
indirectly, take any action to sell, distribute, assign, pledge, hypothecate or
otherwise transfer or dispose of any securities of ScanSoft, until the earlier
of (A) the date upon which all of the Registrable Securities are disposed of by
the Sellers, the Xxxxx Parties or BSF (on behalf of the Xxxxx Parties), as the
case may be, and (B) January 1, 2004 (collectively, the "Lock-Up Period");
provided, however, that the foregoing prohibition shall not apply in the event
that, and only after, the undersigned is no longer serving as either an employee
or a director of (and has no intention of serving during the Lock-Up Period as
either an employee or a director of), as the case may be, ScanSoft.
This Lock-up Agreement, the rights and obligations of the parties
hereunder, and any claim or controversy directly or indirectly based upon or
arising out of this Lock-up Agreement or the transactions contemplated hereby
(whether based on contract, tort, or any other
theory), including all matters of construction, validity and performance, shall
in all respects be governed by and interpreted, construed and determined in
accordance with, the internal laws of the state of Delaware (without regard to
any conflicts of law provision that would require the application of the law of
any other jurisdiction).
Any suit, action or proceeding seeking to enforce any provision of,
or based on any matter arising out of or in connection with, this Lock-up
Agreement or the transactions contemplated hereby shall be brought, at any time
prior to the closing of the U.S. Bankruptcy Case, in the U.S. Bankruptcy Court,
and thereafter shall be brought in the United States District Court for the
District of Massachusetts or any Massachusetts State court sitting in Suffolk
County, so long as one of such courts shall have subject matter jurisdiction
over such suit, action or proceeding, and that any cause of action arising out
of this Lock-up Agreement or the transactions contemplated hereby shall be
deemed to have arisen from a transaction of business in the Commonwealth of
Massachusetts, and each of the parties hereby irrevocably consents to the
jurisdiction of such courts (and of the appropriate appellate courts therefrom)
in any such suit, action or proceeding and irrevocably waives, to the fullest
extent permitted by law, any objection that it may now or hereafter have to the
laying of the venue of any such suit, action or proceeding in any such court or
that any such suit, action or proceeding which is brought in any such court has
been brought in an inconvenient forum. Process in any such suit, action or
proceeding may be served on any of the undersigned anywhere in the world,
whether within or without the jurisdiction of any such court.
Each of the parties hereto irrevocably and unconditionally waives,
to the fullest extent permitted by applicable law, any right that he, she or it
may have to trial by jury of any claim or cause of action, or in any legal
proceeding, directly or indirectly based upon or arising out of this Lock- up
Agreement or the transactions contemplated hereby (whether based on contract,
tort, or any other theory). The undersigned (a) certifies that no
representative, agent, or attorney of the Sellers has represented, expressly or
otherwise, that such Sellers would not, in the event of litigation, seek to
enforce the foregoing waiver and (b) acknowledges that it and the Sellers have
been induced to enter into this Lock-up Agreement by, among other things, the
mutual waivers and certifications in this paragraph.
The undersigned acknowledges and agrees that the Sellers would be
damaged irreparably in the event any of the provisions of this Lock-up Agreement
are not performed in accordance with their specific terms or otherwise are
breached. Accordingly, the undersigned agrees that the Sellers shall be entitled
to an injunction or injunctions to prevent breaches of the provisions of this
Lock-up Agreement and to enforce specifically this Lock-up Agreement and the
terms and provisions hereof in any action instituted in the U.S. Bankruptcy
Court or any other court having jurisdiction pursuant to the terms of this
Agreement, in addition to any other remedy to which it may be entitled, at law
or in equity.
This Lock-up Agreement may be executed in any number of
counterparts, and each such counterpart hereof shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
agreement.
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If the foregoing correctly sets forth our agreement with respect to
the matters set forth herein, please so indicate by signing two copies of this
Lock-up Agreement and returning one of such signed copies to us, whereupon this
Lock-up Agreement will constitute our binding agreement with respect to the
matters set forth herein.
Sincerely,
LERNOUT & HAUSPIE SPEECH PRODUCTS N.V.
By:
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Name:
Title:
L&H HOLDINGS USA, INC.
By:
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Name:
Title:
Acknowledged and Agreed to:
SCANSOFT DIRECTOR OR OFFICER:
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Name:
Title:
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