Nuance Communications, Inc. (Form: 8-K, Received: 07/02/2021 17:02:14)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 30, 2021

NUANCE COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware

00-27038

94-3156479

(State or other jurisdiction

of incorporation)

(Commission

File No.)

(IRS Employer

Identification No.)

1 Wayside Road

Burlington, Massachusetts

01803

(Address of principal executive offices)

(Zip Code)

(781) 565-5000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock, $0.001 par value per share

NUAN

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 30, 2021, the Compensation Committee of the Board of Directors (the “Committee”) of Nuance Communications, Inc. (the “Company”) approved agreements providing for the payment of cash bonuses to specified key employees (the “Stay Bonus Agreements”) in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of April 11, 2021 (the “Merger Agreement”) by and among the Company, Microsoft Corporation and Big Sky Merger Sub Inc.

Under the Stay Bonus Agreements, the following cash bonus payments (each a “Stay Bonus”) will be paid to each of the named executive officers of the Company below:


Name of Executive	Position	Stay Bonus Amount
Dan Tempesta	Executive Vice President, Chief Financial Officer	$1,000,000
Robert Dahdah	Executive Vice President, Chief Revenue Officer	$3,000,000
Joe Petro	Executive Vice President, Chief Technology Officer	$4,000,000
Robert Weideman	Executive Vice President and GM, Enterprise Division	$1,000,000

The Stay Bonus will be paid to the named executive officers listed above as soon as administratively possible following the closing of the transactions contemplated by the Merger Agreement (the “Closing”). Payment of the Stay Bonus is contingent on the named executive officer demonstrating full engagement, active leadership, and continued employment in good performance standing through the Closing. If at any time prior to the first anniversary of the Closing, the named executive officer’s employment terminates due to termination by the Company for “cause” or by the named executive officer without “good reason” (as such terms are defined in the change of control and severance agreement between the Company and the named executive officer), the named executive officer will be required to reimburse the Company a pro rata portion of the Stay Bonus.

The Committee approved Stay Bonus Agreements for certain other specified key employees in addition to the named executive officers listed above.

A copy of the form of the Stay Bonus Agreement is filed herewith as Exhibit 10.1 and is incorporated by reference herein. The foregoing description of the terms of the Stay Bonus Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such exhibit.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

10.1		Form of Stay Bonus Agreement

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


NUANCE COMMUNICATIONS, INC.

By:		/s/ Wendy Cassity
Name:		Wendy Cassity
Title:		EVP and Chief Legal Officer

Dated: July 2, 2021

Exhibit 10.1

LOGO

Stay Bonus Agreement

This Stay Bonus Agreement (this “Agreement”) is entered into and effective as of DATE, by and between Nuance Communications, Inc. (together with its affiliates, the “Company”), and NAME (“you”). Reference is made herein to the change of control and severance agreement between you and the Company as amended from time to time (the “COC Agreement”).

In consideration of the mutual promises and consideration set forth herein, the parties agree as follows:

Stay Bonus. You shall be eligible to earn a stay bonus in the amount of [___] (the “Stay Bonus”), subject to the terms and conditions of this Agreement.

Payment of Stay Bonus. Payment of the Stay Bonus, less applicable tax withholdings, will be made as soon as administratively possible following the closing of the acquisition of the Company by Microsoft Corporation (the “Closing”). The Stay Bonus is contingent upon the Closing occurring and you demonstrating your full engagement, active leadership, and continued employment in good performance standing through the closing date.

Reimbursement Obligation. If at any time prior to the first anniversary of the Closing, your employment terminates due to termination by the Company for “Cause” or by you without “Good Reason” (as such terms are defined in the COC Agreement), you will be required to promptly reimburse the Company a portion of the Stay Bonus. The portion of the Stay Bonus that you will be required to reimburse will equal (a) the full amount of the Stay Bonus multiplied by (b) a fraction, the numerator of which is the number of calendar days beginning on the date on which your employment terminates and ending on the first anniversary of the Closing, and the denominator of which is 365.

At-Will Employment. This Agreement is not intended to and does not alter the at-will nature of your employment with the Company or create a contract of employment for any particular term. You acknowledge and agree that the employment relationship that exists between you and the Company remains at-will. Nothing contained in this Agreement affects any right of the Company or you to terminate your employment at any time, nor creates any rights to continued employment on your part.

Effect on Other Benefits. The payment of the Stay Bonus will not alter the amount of any regular wage payments or benefits you are entitled to receive in connection with your employment with the Company. For purpose of clarification, and without limiting the preceding sentence, the Stay Bonus shall not be considered in the computation of your “base salary” for any purposes or for any benefits to which you may otherwise be entitled. For the avoidance of doubt, the Stay Bonus shall not be considered “eligible earnings” for purposes of calculating any annual bonus payment for which you may be eligible.

LOGO

Withholding; Section 280G. The Company shall make such deductions, withholdings and other payments from the amount of the Stay Bonus payable to you pursuant to this Agreement which are required by law. For clarity, in the event that the Stay Bonus, together with any severance and other benefits that may be payable to you pursuant to the COC Agreement or otherwise in connection with the acquisition of the Company by Microsoft Corporation, (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and (ii) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, then the Stay Bonus and such severance and other benefits will potentially be subject to reduction pursuant to Section 6 of the COC Agreement.

Entire Agreement. This Agreement contains the entire agreement and understanding between the parties with respect to the subject matter hereof. This Agreement may not be modified or amended or any terms or provisions waived or discharged except in a written addendum signed by you and the Company. This Agreement supersedes and replaces any prior agreement between the Company and you relating to the subject matter hereof. For the avoidance of doubt, this Agreement does not supersede or replace the COC Agreement or the employment agreement between you and the Company.

Termination of Agreement. This Agreement (other than Section 3 hereof) shall terminate and have no further force and effect upon the payment of the Stay Bonus.

Governing Law. This document is governed in accordance with the laws of the Commonwealth of Massachusetts, and the parties agree to the exclusive jurisdiction of the state and federal courts of the Commonwealth of Massachusetts in connection with any dispute arising under or relating to this Agreement. Any dispute arising under this Agreement shall be handled in accordance with the dispute resolution procedures in the COC Agreement.


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LOGO

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date stated above.

Nuance Communications, Inc.

Name:

Date:

NAME

Date:


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