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EXHIBIT 24.1
POWER OF ATTORNEY OF DIRECTORS
KNOW ALL PERSONS BY THESE PRESENTS:
Each of the undersigned directors of ScanSoft, Inc., a Delaware
corporation (the "Company"), hereby constitutes and appoints Paul A. Ricci,
Michael K. Tivnan and Richard S. Palmer, and each of them with power to act
alone, his or her true and lawful attorney-in-fact, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to execute a Registration Statement or
Registration Statements on Form S-8 or other appropriate form, under the
Securities Act of 1933, as amended, relating to shares of common stock of the
Company issuable under the ScanSoft, Inc. 2000 Stock Plan, the ScanSoft, Inc.
2000 Nonstatutory Stock Plan, and the ScanSoft, Inc. Stand-Alone Stock Option
Agreement No. 1 and any and all amendments (including post-effective amendments)
to such Registration Statements, and to file such Registration Statements and
any and all amendments thereto, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact full power and authority to do and perform each and every
act and thing necessary or desirable to be done in and about the premises, as
fully to all intents and purposes, as he or she might or could do in person,
thereby ratifying and confirming all that said attorney-in-fact or his
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 25th day of
October, 2000.
/s/ Paul A. Ricci /s/ Michael K. Tivnan
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Paul A. Ricci Michael K. Tivnan
/s/ Robert G. Teresi /s/ Katharine A. Martin
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Robert G. Teresi Katharine A. Martin
/s/ Mark B. Myers
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Robert J. Frankenberg Mark B. Myers
/s/ J. Larry Smart
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J. Larry Smart
