EX-10.3





 Exhibit 10.3 

EMPLOYEE MATTERS AGREEMENT 
 By
and Between 
 NUANCE COMMUNICATIONS, INC. 

and 
 CERENCE INC. 

Dated as of                 , 2019 












 TABLE OF CONTENTS 

 
  

					
	 	 	 	  	Page
		 	ARTICLE 1	  	
		 	DEFINITIONS	  	
	Section 1.01.	 	 Definitions
	  	  1
			
		 	ARTICLE 2	  	
		 	GENERAL PRINCIPLES	  	
			
	Section 2.01.	 	 SpinCo Employees
	  	  5
	Section 2.02.	 	 Prepositioning of Transferring Employees
	  	  5
	Section 2.03.	 	 Delayed Transfer Employees
	  	  6
	Section 2.04.	 	 Collectively Bargained Employees
	  	  6
	Section 2.05.	 	 Collective Bargaining Agreements
	  	  6
	Section 2.06.	 	 Liabilities and Assets Generally
	  	  7
	Section 2.07.	 	 Benefit Plans
	  	  7
	Section 2.08.	 	 Payroll Services
	  	  7
	Section 2.09.	 	 No Change in Control
	  	  7
	Section 2.10.	 	 Inadvertent Transfers
	  	  8
			
		 	ARTICLE 3	  	
		 	NON-EQUITY INCENTIVES	  	
	Section 3.01.	 	 SpinCo Employee Incentives
	  	  8
			
		 	ARTICLE 4	  	
		 	SERVICE CREDIT	  	
	Section 4.01.	 	 Nuance Benefit Plans
	  	  8
	Section 4.02.	 	 SpinCo Benefit Plans
	  	  8
	Section 4.03.	 	 No Expansion of Participation
	  	  9
			
		 	ARTICLE 5	  	
		 	SEVERANCE	  	
	Section 5.01.	 	 Severance
	  	  9
			
		 	ARTICLE 6	  	
		 	CERTAIN WELFARE BENEFIT PLAN MATTERS;	  	
		 	WORKERS’ COMPENSATION CLAIMS	  	
			
	Section 6.01.	 	 SpinCo Welfare Plans
	  	  9
	Section 6.02.	 	 Allocation of Welfare Benefit Claims
	  	10
	Section 6.03.	 	 Workers’ Compensation Claims
	  	10
	Section 6.04.	 	 COBRA
	  	10
	Section 6.05.	 	 Flexible Spending Accounts
	  	11
	Section 6.06.	 	 Continuation of Elections
	  	11


  
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	Section 6.07.	 	 Insurance Contracts
	  	11
	Section 6.08.	 	 Third-Party Vendors
	  	12
			
		 	ARTICLE 7	  	
		 	LONG-TERM DISABILITY EMPLOYEES	  	
			
	Section 7.01.	 	 SpinCo LTD Employees
	  	12
			
		 	ARTICLE 8	  	
		 	DEFINED BENEFIT PENSION PLANS	  	
			
	Section 8.01.	 	 Non-U.S. Pension Plans
	  	12
			
		 	ARTICLE 9	  	
		 	DEFINED CONTRIBUTION PLANS	  	
			
	Section 9.01.	 	 SpinCo 401(k) Plan
	  	12
	Section 9.02.	 	 401(k) Plan-to-Plan
Transfer
	  	12
	Section 9.03.	 	 Employer 401(k) Plan Contributions
	  	12
	Section 9.04.	 	 Limitation of Liability
	  	13
	Section 9.05.	 	 Non-U.S. Defined Contribution Plans
	  	13
			
		 	ARTICLE 10	  	
		 	ACCRUED LEAVE	  	
			
	Section 10.01.	 	 Vacation, Holidays, Annual Leave, and Other Leaves
	  	13
			
		 	ARTICLE 11	  	
		 	EQUITY COMPENSATION	  	
			
	Section 11.01.	 	 SpinCo Equity Incentive Plan
	  	13
	Section 11.02.	 	 Treatment of Outstanding Nuance Options
	  	13
	Section 11.03.	 	 Treatment of Outstanding Nuance Restricted Stock Units Held by SpinCo Employees
	  	14
	Section 11.04.	 	 Treatment of Outstanding Nuance Restricted Stock Units Held by Individuals Other Than SpinCo Employees
	  	14
	Section 11.05.	 	 Treatment of Outstanding Nuance Performance Stock Units Held by SpinCo Employees
	  	15
	Section 11.06.	 	 Treatment of Outstanding Nuance Performance Stock Units Held by Individuals Other Than SpinCo Employees
	  	15
	Section 11.07.	 	 Nuance ESPP
	  	16
	Section 11.08.	 	 Establishment of the SpinCo ESPP
	  	16
	Section 11.09.	 	 Tax Reporting and Withholding for Equity-Based Awards
	  	16
	Section 11.10.	 	 Nuance and SpinCo Income Tax Deductions in Respect of Certain Equity Awards and Compensation
	  	16
	Section 11.11.	 	 Compliance
	  	17


  
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		 	ARTICLE 12	  	
		 	NON-U.S. EMPLOYEES	  	
			
	Section 12.01.	 	 Transfer of Non-U.S. Employees
	  	17
	Section 12.02.	 	 Treatment of Non-U.S. Employees
	  	17
			
		 	ARTICLE 13	  	
		 	COOPERATION; ACCESS TO INFORMATION; LITIGATION; CONFIDENTIALITY	  	
			
	Section 13.01.	 	 Cooperation
	  	18
	Section 13.02.	 	 Access to Information; Privilege; Confidentiality
	  	18
			
		 	ARTICLE 14	  	
		 	TERMINATION	  	
			
	Section 14.01.	 	 Termination
	  	18
	Section 14.02.	 	 Effect of Termination
	  	18
			
		 	ARTICLE 15	  	
		 	MISCELLANEOUS	  	
			
	Section 15.01.	 	 Incorporation of Indemnification Provisions of Separation Agreement
	  	18
	Section 15.02.	 	 Additional Indemnification
	  	19
	Section 15.03.	 	 Further Assurances
	  	19
	Section 15.04.	 	 Administration
	  	19
	Section 15.05.	 	 Third-Party Beneficiaries
	  	19
	Section 15.06.	 	 Employment Tax Reporting Responsibility
	  	19
	Section 15.07.	 	 Data Privacy
	  	19
	Section 15.08.	 	 Section 409A
	  	20
	Section 15.09.	 	 Confidentiality
	  	20
	Section 15.10.	 	 Additional Provisions
	  	21

 Schedules: 
 Schedule
1.01    List of Employees 
 Schedule 7.01    SpinCo LTD Employees 

Schedule 8.01    Treatment of Non-U.S. Pension Plans 

Schedule 9.05    Treatment of Non-U.S. Defined Contribution Plans 

  
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 EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as
of                , 2019, by and between Nuance Communications, Inc., a Delaware corporation (“Nuance”), and Cerence Inc., a Delaware corporation
(“SpinCo” and, together with Nuance, the “Parties”). 
 R E C I T A L S: 

WHEREAS, the Parties have entered into the Separation and Distribution Agreement (the “Separation Agreement”), dated as
of                , 2019, pursuant to which Nuance intends to effect the Distribution; and 

WHEREAS, the Parties wish to set forth their agreements as to certain matters regarding employment, compensation, and employee benefits. 

NOW, THEREFORE, in consideration of the mutual agreements, provisions, and covenants contained in this Agreement, the Parties, intending to be
legally bound, hereby agree as follows: 
 ARTICLE 1 

DEFINITIONS 

Section 1.01.    Definitions. For purposes of this Agreement, the following terms shall have the following
meanings. All capitalized terms used but not defined herein shall have the meanings assigned to them in the Separation Agreement unless otherwise indicated. 

“Aggregate Pre-Distribution Date Contributions” has the meaning set forth in
Section 6.05. 
 “Aggregate Pre-Distribution Date
Disbursements” has the meaning set forth in Section 6.05. 
 “Applicable 401(k) Date”
has the meaning set forth in Section 9.01. 
 “Automatic Transfer Employees” means those
Transferring Employees whose employment transfers by operation of Law in connection with the transfer of a business or part of a business. 

“Benefit Plan” means any plan, program, policy, agreement, arrangement, or understanding that is an employment, consulting,
deferred compensation, executive compensation, incentive bonus or other bonus, employee pension, profit sharing, savings, retirement, supplemental retirement, stock option, stock purchase, stock appreciation right, restricted stock, restricted stock
unit, deferred stock unit, other equity-based compensation, severance pay, retention, change in control, salary continuation, life, death benefit, health, hospitalization, workers’ compensation, sick leave, vacation pay, disability or accident
insurance, or other employee compensation or benefit plan, program, policy, agreement, arrangement, or understanding, including any “employee benefit plan” (as defined in Section 3(3) of ERISA, whether or not subject to ERISA),
sponsored or maintained by an entity or to which such entity is a party. 
 “Canceled Nuance Performance Stock Unit” has
the meaning set forth in Section 11.05(a). 
 “COBRA” means the U.S. Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended from time to time, and any applicable similar state or local laws. 
 “Code” means
the U.S. Internal Revenue Code of 1986, as amended. 
 “Collective Bargaining Agreements” has the meaning set forth in
Section 2.04. 
 “Delayed Transfer Date” has the meaning set forth in
Section 2.03. 
 “Delayed Transfer Employee” has the meaning set forth in
Section 2.03. 












 “Destination Employer” means, with respect to a Transferring Employee,
(a) a member of the SpinCo Group or (b) a member of the Nuance Group, in either case to which such Transferring Employee transfers as of the Local Transfer Date or Delayed Transfer Date. 

“Employment Taxes” means all fees, Taxes, social insurance payments, and similar contributions to a Governmental Authority or
a fund of a Governmental Authority with respect to wages or other compensation of an employee or other service provider. 

“ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended from time to time. 

“Former Business” means any terminated, divested, or discontinued business, operation, or property of either the Nuance
Group, the SpinCo Group, any of their respective members, or any of their respective predecessors, in each case, prior to the Distribution. 

“Former Nuance Employee” means a former employee of any member of the Nuance Group or the SpinCo Group, any of their
respective members, or any of their respective predecessors, in each case, prior to the Distribution, who is not a Former SpinCo Employee. 

“Former SpinCo Employee” means each individual who, (a) as of the date of determination, is not employed by any member
of the SpinCo Group, and (b) as of immediately prior to such individual’s termination of employment (x) was employed by a member of the SpinCo Group or (y) dedicated all or substantially all of his or her employment services to
the activities and operations of the SpinCo Business (excluding any employees providing services to the SpinCo Group pursuant to the TSA). 

“Local Agreement” means an agreement describing the implementation of the matters described in this Agreement (including,
without limitation, matters regarding employment, compensation, and employee benefits) with respect to Non-U.S. Employees in accordance with applicable non-U.S. Law in
the custom of the applicable jurisdictions. 
 “Local Transfer Date” means (a) with respect to Canada, July 14,
2019, and (b) with respect to all other jurisdictions, the date agreed to by Nuance and SpinCo. 
 “Non-U.S. DC Plan” has the meaning set forth in Section 9.05. 

“Non-U.S. Employees” has the meaning set forth in
Section 12.02. 
 “Nuance 401(k) Plan” has the meaning set forth in
Section 9.01. 
 “Nuance Benefit Plan” means any Benefit Plan sponsored, maintained, or, unless
such Benefit Plan is exclusively sponsored or maintained by a member of the SpinCo Group, contributed to by any member of the Nuance Group or to which any member of the Nuance Group is a party. 

“Nuance Employee” means (a) each individual who is an employee of any member of the Nuance Group as of immediately prior
to or on the applicable Local Transfer Date, including any such individual who is not actively at work due to a leave of absence (including vacation, holiday, illness, injury, and short-term disability, and including, until such time as provided in
ARTICLE 7, 

  
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any SpinCo LTD Employee) from which such employee is permitted to return to active employment in accordance with the Nuance Group’s personnel policies, as in effect from time to time, or
applicable Law, (b) each individual who becomes an active employee of any member of the Nuance Group following the applicable Local Transfer Date but, in each case of clauses (a) and (b), excluding any SpinCo Employee or Former SpinCo
Employee, and (c) each individual who is intended by Nuance to be a Nuance Employee. 
 “Nuance Equity Conversion
Ratio” means the quotient obtained by dividing (x) the Nuance Pre-Distribution Stock Value by (y) the Nuance Post-Distribution Stock Value, rounded to the nearest one thousandth of a cent.

 “Nuance Equity Plans” means the 2000 Stock Plan, and the Amended and Restated Directors Stock Plan, each as amended from
time to time, and any other stock option or stock incentive compensation plan or arrangement, including any equity award agreement, that is a Nuance Benefit Plan, as in effect as of the time relevant to the applicable provision of this Agreement.

 “Nuance ESPP” means the Amended and Restated 1995 Employee Stock Purchase Plan. 

“Nuance Flexible Spending Account” means any flexible spending arrangement under any cafeteria plan qualifying under
Section 125 of the Code that is a Nuance Benefit Plan. 
 “Nuance LTD Plan” means any long-term disability insurance
plan that is a Nuance Benefit Plan. 
 “Nuance Option” means an option to purchase Nuance Common Stock that is outstanding
as of immediately prior to the Distribution under any of the Nuance Equity Plans. 
 “Nuance Performance Stock Unit” means
a performance stock unit award relating to Nuance Common Stock that is outstanding as of immediately prior to the Distribution under any of the Nuance Equity Plans. 

“Nuance Post-Distribution Stock Value” means the official NASDAQ only “regular way” first trading price of Nuance
Common Stock on the first trading day immediately following the Distribution Date. 
 “Nuance
Pre-Distribution Stock Value” means the official NASDAQ only “regular way” closing price of Nuance Common Stock on the trading date immediately preceding the Distribution Date. 

“Nuance Reimbursement Account Plan” has the meaning set forth in Section 6.05. 

“Nuance Restricted Stock Unit” means a restricted stock unit award relating to Nuance Common Stock that is outstanding as of
immediately prior to the Distribution under any of the Nuance Equity Plans. 
 “Nuance Welfare Plan” means each Welfare
Plan that is a Nuance Benefit Plan. 

  
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 “Purchase Date” has the meaning set forth in the Nuance ESPP. 

“Purchase Period” has the meaning set forth in the Nuance ESPP. 

“SpinCo 401(k) Plan” has the meaning set forth in Section 9.01. 

“SpinCo Award Agreement” has the meaning set forth in Section 11.01. 

“SpinCo Benefit Plan” means any Benefit Plan sponsored, maintained, or, unless such Benefit Plan is exclusively sponsored or
maintained by a member of the Nuance Group, contributed to by any member of the SpinCo Group or to which any member of the SpinCo Group is a party. 

“SpinCo Employee” means (a) each individual who is an employee of any member of the SpinCo Group as of immediately prior
to or on the applicable Local Transfer Date, including any individual who is not actively at work due to a leave of absence (including vacation, holiday, illness, injury, and short-term disability, but excluding, until such time as provided in
ARTICLE 7, any SpinCo LTD Employee) from which such employee is permitted to return to active employment in accordance with the SpinCo Group’s personnel policies, as in effect from time to time, or applicable Law, (b) each
individual who becomes an active employee of the SpinCo Group following the applicable Local Transfer Date but, in each case of clauses (a) and (b), excluding any Former SpinCo Employee, (c) each individual listed on Schedule
1.01(a) or listed in a Local Agreement as a SpinCo Employee, and (d) each individual who is intended by Nuance to be a SpinCo Employee; provided, however, that, unless otherwise required by applicable Law, each individual
listed on Schedule 1.01(b) or listed in a Local Agreement as a Nuance Employee shall be a Nuance Employee for all purposes of this Agreement. 

“SpinCo Equity Conversion Ratio” means the quotient obtained by dividing (x) the Nuance
Pre-Distribution Stock Value by (y) the SpinCo Stock Value, rounded to the nearest one thousandth of a cent. 

“SpinCo Equity Incentive Plan” has the meaning set forth in Section 11.01. 

“SpinCo ESPP” has the meaning set forth in Section 11.08. 

“SpinCo Incentive Payments” has the meaning set forth in Section 3.01. 

“SpinCo LTD Employee” means each applicable employee of the SpinCo Group who, as of immediately prior to the applicable Local
Transfer Date, is receiving long-term disability benefits under the Nuance LTD Plan. 
 “SpinCo Performance Stock Unit” has
the meaning set forth in Section 11.05(b). 
 “SpinCo Reimbursement Account Plan” has the meaning
set forth in Section 6.05. 
 “SpinCo Restricted Stock Unit” has the meaning set forth in
Section 11.03(b). 
 “SpinCo Stock Value” means the official NASDAQ only “regular way”
first trading price of SpinCo Common Stock on the first trading day immediately following the Distribution Date. 

  
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 “SpinCo Welfare Plans” has the meaning set forth in
Section 6.01. 
 “Subsidiary” of any Person means any corporation or other organization whether
incorporated or unincorporated of which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others performing similar functions with respect
to such corporation or other organization is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries; provided, however, that, solely
for purposes of this Agreement, SpinCo and its Subsidiaries shall not be considered Subsidiaries of Nuance (or members of the Nuance Group) prior to, on, or after the Distribution. 

“Taxes” shall have the meaning set forth in the Tax Matters Agreement dated as of the date of this Agreement by and between
Nuance and SpinCo. 
 “Transferring Employee” means (a) each SpinCo Employee who transfers to a member of the SpinCo
Group and (b) each Nuance Employee who transfers to a member of the Nuance Group. 
 “Transfer of Undertakings” means
the Transfers of Undertakings Directive 2001/23/EC of the European Council and any similar applicable Law. 
 “TSA” means
the Transition Services Agreement dated as of the date of this Agreement by and between Nuance and SpinCo. 
 “Welfare
Plan” means each Benefit Plan that provides life insurance, health care, dental care, accidental death and dismemberment insurance, disability, severance, vacation, or group welfare or fringe benefits. 

“Welfare Plan Date” has the meaning set forth in Section 6.01. 

“Workers’ Compensation Claim Date” has the meaning set forth in Section 6.03. 

“Workers’ Compensation Event” means the event, injury, illness, or condition giving rise to a workers’ compensation
claim with respect to a SpinCo Employee or Former SpinCo Employee. 
 ARTICLE 2 

GENERAL PRINCIPLES 

Section 2.01.    SpinCo Employees. Except as provided in Section 2.03, all SpinCo
Employees shall continue to be employees of the SpinCo Group immediately following the Local Transfer Date. The Parties agree that none of the transactions contemplated by the Separation Agreement or any of the Ancillary Agreements, including this
Agreement, shall cause any SpinCo Employee, SpinCo LTD Employee, or Former SpinCo Employee to be deemed to have incurred a termination of employment or to be eligible to receive severance benefits solely as a result of the Distribution. 

Section 2.02.    Prepositioning of Transferring Employees. Effective on the Local Transfer Date or Delayed
Transfer Date, and except as otherwise agreed by the Parties, the 

  
 5 













 
applicable member of the SpinCo Group and the Nuance Group shall have taken such actions as are necessary to ensure (i) that each SpinCo Employee (other than any Former SpinCo Employee) is
employed by a member of the SpinCo Group and (ii) that each Nuance Employee (other than any Former Nuance Employee) is employed by a member of the Nuance Group. 

Section 2.03.    Delayed Transfer Employees. To the extent that applicable Law or any arrangement with a
Governmental Authority prevents the Parties from causing (a) any employee who is intended to be a SpinCo Employee to be employed by a member of the SpinCo Group as of immediately following the Local Transfer Date as contemplated by
Section 2.01 or (b) any employee who is intended to be a Nuance Employee to be employed by a member of the Nuance Group as of immediately following the Local Transfer Date, or for any employees designated and agreed to
by the Parties (each such employee, a “Delayed Transfer Employee”), the Parties shall use commercially reasonable efforts to ensure that (i) such Delayed Transfer Employee becomes employed by the Destination Employer at the
earliest time permitted by applicable Law or such arrangement with a Governmental Authority (the “Delayed Transfer Date”) and (ii) the Destination Employer receives the benefit of such Delayed Transfer Employee’s services
from and after the Local Transfer Date, including under the TSA or by entering into an employee leasing or similar arrangement. The term “Delayed Transfer Employee” shall also include (i) each employee who, following the Local
Transfer Date, provides services to the SpinCo Group under the TSA and whose employment is intended by Nuance to transfer to the SpinCo Group following the completion of the applicable TSA service and (ii) each employee who, following the Local
Transfer Date, provides services to the Nuance Group under the TSA and whose employment is intended by SpinCo to transfer to the Nuance Group following the completion of the applicable TSA service, and with respect to such Delayed Transfer
Employees, the Parties shall use commercially reasonable efforts to ensure that such Delayed Transfer Employees become employed by the Destination Employer as soon as practicable following the completion of the applicable TSA service. From and after
the commencement of a Delayed Transfer Employee’s employment with the Destination Employer, such Delayed Transfer Employee shall be treated for all purposes of this Agreement, including Section 4.02, as if such Delayed
Transfer Employee commenced employment with the Destination Employer as of the Local Transfer Date as contemplated by Section 2.01. 

Section 2.04.    Collectively Bargained Employees. All provisions contained in this Agreement providing for
the treatment of compensation and benefits in connection with the Distribution shall apply equally to each employee who is covered by a collective bargaining, works council, or other labor union agreement, contract, or labor arrangement
(collectively, “Collective Bargaining Agreements”), except to the extent that any such agreement specifically provides for the compensation or benefits contemplated by such provision and, in each such case, such agreement shall
apply rather than the terms of this Agreement. 
 Section 2.05.    Collective Bargaining Agreements. As of
the Local Transfer Date, SpinCo shall, and shall cause the members of the SpinCo Group, as appropriate, to, adopt and assume each Collective Bargaining Agreement covering any of the SpinCo Employees in such jurisdiction immediately prior to the
Local Transfer Date, subject to any agreed-upon changes required by the transition of such Collective Bargaining Agreement to SpinCo or by applicable Law, and to recognize the works councils, labor unions, and other employee representatives that are
parties to such Collective Bargaining Agreements; provided, that any compensation or benefits that were, prior to the Local Transfer Date, provided to SpinCo Employees in such jurisdiction under the Collective Bargaining Agreements through
the Nuance Benefit Plans shall, to the extent that such 

  
 6 













 
compensation and benefits are still required to be provided under the Collective Bargaining Agreements on and after the Local Transfer Date, be provided as mutually agreed with such works
councils, labor unions, and other employee representatives through the SpinCo Benefit Plans as set forth in this Agreement. 

Section 2.06.    Liabilities and Assets Generally. From and after the Local Transfer Date or such other
date agreed by Nuance and SpinCo, except as expressly provided in this Agreement (or a Local Agreement) or as required under applicable Law, in each applicable jurisdiction (a) SpinCo and the SpinCo Group shall assume or retain, as applicable,
and SpinCo hereby agrees to pay, perform, fulfill, and discharge, in due course in full, (i) all Liabilities with respect to the employment or termination of employment of all SpinCo Employees, Former SpinCo Employees, and their dependents and
beneficiaries, and other service providers, to the extent arising, in whole or in part, in connection with or as a result of the performance of services to any member of the SpinCo Group and (ii) all other Liabilities expressly assigned to
SpinCo or any member of the SpinCo Group under this Agreement, and (b) Nuance and the Nuance Group shall assume or retain, as applicable, and Nuance hereby agrees to pay, perform, fulfill, and discharge, in due course in full, (i) all
Liabilities with respect to the employment or termination of employment of all Nuance Employees, Former Nuance Employees, and their dependents and beneficiaries, and other service providers, to the extent arising, in whole or in part, in connection
with or as a result of the performance of services to any member of the Nuance Group and (ii) all other Liabilities expressly assigned to Nuance or any member of the Nuance Group under this Agreement. All assets held in trust to fund the Nuance
Benefit Plans and all insurance policies funding the Nuance Benefit Plans shall be Nuance Assets, except to the extent explicitly provided otherwise in this Agreement or a Local Agreement. 

Section 2.07.    Benefit Plans. Except as otherwise explicitly provided in this Agreement or as may otherwise
be provided in accordance with the TSA, as of the Local Transfer Date or such other date agreed by Nuance and SpinCo, each SpinCo Employee (and each of his or her respective dependents and beneficiaries) in the applicable jurisdiction shall cease
active participation in, and each applicable member of the SpinCo Group shall cease to be a participating employer in, all Nuance Benefit Plans, and as of such time, SpinCo shall, or shall cause its Subsidiaries to, have in effect such corresponding
SpinCo Benefit Plans as are necessary to comply with its obligations pursuant to this Agreement. Effective upon the Local Transfer Date or such other date agreed by Nuance and SpinCo, except as otherwise explicitly provided in this Agreement or a
Local Agreement, (a) Nuance shall, or shall cause one or more members of the Nuance Group to, retain, pay, perform, fulfill, and discharge all Liabilities arising out of or relating to all Nuance Benefit Plans, and (b) SpinCo shall, or
shall cause one of the members of the SpinCo Group to, retain, pay, perform, fulfill, and discharge all Liabilities arising out of or relating to all SpinCo Benefit Plans. 

Section 2.08.    Payroll Services. Except as may otherwise be provided in accordance with a Local Agreement or
the TSA, on and after the Local Transfer Date or such other date agreed by Nuance and SpinCo, the applicable members of the SpinCo Group shall be solely responsible for providing payroll services to the SpinCo Employees and Former SpinCo Employees
in the applicable jurisdiction. 
 Section 2.09.    No Change in Control. The Parties hereto agree that none
of the transactions contemplated by the Separation Agreement or any of the Ancillary Agreements, 

  
 7 













 
including this Agreement, constitutes a “change in control,” “change of control,” or transaction having a similar name, as applicable, within the meaning of any Nuance Benefit
Plan or SpinCo Benefit Plan. 
 Section 2.10.    Inadvertent Transfers. If Nuance determines
following the Distribution that an individual whom Nuance intended to be a Nuance Employee or a SpinCo Employee has inadvertently become employed by the SpinCo Group or the Nuance Group, respectively, the Parties shall cooperate in good faith and
take such actions as may be reasonably necessary in order to cause the employment of such individual to be promptly transferred to a member of the Nuance Group or the SpinCo Group, as applicable, as intended by Nuance, and such individual shall be
treated for all purposes of this Agreement, including Section 4.02, as if such individual commenced employment with the intended employer as of the Local Transfer Date of the jurisdiction in which the individual is
employed. 
 ARTICLE 3 

NON-EQUITY INCENTIVES 

Section 3.01.    SpinCo Employee Incentives. Unless otherwise provided for in an individual agreement with a
SpinCo Employee to which Nuance is a party, on and after the Local Transfer Date, SpinCo shall assume and be solely responsible for all Liabilities with respect to any annual bonus or other cash-based incentive or retention awards under any Benefit
Plan to any SpinCo Employee, SpinCo LTD Employee, or Former SpinCo Employee in the applicable jurisdiction, including, for the avoidance of doubt, any such awards with respect to the Nuance fiscal year ending prior to the Distribution (the
“SpinCo Incentive Payments”). SpinCo shall be responsible for determining the amounts of all SpinCo Incentive Payments that have not been determined prior to the Local Transfer Date, including the extent to which established
performance criteria (as interpreted by SpinCo, in its sole discretion) have been met, and shall pay all SpinCo Incentive Payments no later than the times provided for under the applicable Benefit Plan. For the avoidance of doubt, any determinations
made prior to the Distribution regarding the amounts of any SpinCo Incentive Payments shall be subject to Nuance’s prior written approval. 

ARTICLE 4 
 SERVICE
CREDIT 
 Section 4.01.    Nuance Benefit Plans. Except as may otherwise be provided in accordance with
the TSA or as required by applicable Law or the terms of the applicable Nuance Benefit Plan, service of SpinCo Employees and Former SpinCo Employees in each applicable jurisdiction, on and after the Local Transfer Date, or such other date agreed by
Nuance and SpinCo, with any member of the SpinCo Group or any other employer, as applicable, other than any member of the Nuance Group, shall not be taken into account for any purpose under any Nuance Benefit Plan. 

Section 4.02.    SpinCo Benefit Plans. Unless prohibited by applicable Law, SpinCo shall, and shall cause its
Subsidiaries to, credit service accrued by each SpinCo Employee with, or otherwise recognized for purposes of any Benefit Plan by, any member of the Nuance Group or the SpinCo Group on or prior to the Distribution for purposes of
(a) eligibility, vesting, and benefit accrual under each SpinCo Benefit Plan under which service is relevant in determining eligibility, vesting, and benefit accrual, (b) determining the amount of severance payments and benefits (if any)
payable under each SpinCo Benefit Plan that provides severance payments or benefits, and 

  
 8 













 
(c) determining the number of vacation days to which each such employee shall be entitled following the applicable Welfare Plan Date, in the case of clauses (a), (b), and (c), (i) to
the same extent recognized by the relevant members of the Nuance Group or SpinCo Group or the corresponding Nuance Benefit Plan or SpinCo Benefit Plan immediately prior to the later of the Distribution Date and the date on which such employee ceases
participating in the applicable Nuance Benefit Plan in accordance with the TSA and (ii) except to the extent that such credit would result in a duplication of benefits for the same period of service.     

Section 4.03.    No Expansion of Participation. Unless otherwise expressly provided in this Agreement, as
otherwise determined or agreed to by the Parties, as required by applicable Law, or as explicitly set forth in a SpinCo Benefit Plan, each SpinCo Employee shall be entitled to participate in a given SpinCo Benefit Plan only to the extent that such
SpinCo Employee was entitled to participate in the corresponding Nuance Benefit Plan as in effect immediately prior to the Local Transfer Date, with it being the intent of the Parties that this Agreement does not result in any expansion of the
number of SpinCo Employees participating or the participation rights therein that they had prior to the applicable Local Transfer Date. 

ARTICLE 5 
 SEVERANCE

 Section 5.01.    Severance. The Nuance Group shall be solely responsible for all severance or other
separation payments and benefits (including any termination indemnity or retirement indemnity plan) relating to the termination or alleged termination of any SpinCo Employee’s or Former SpinCo Employee’s employment which occurs prior to
the Distribution Date. For the avoidance of doubt, such Liabilities shall include any employer-paid portion of any Employment Taxes and shall be treated as Liabilities of Nuance and the Nuance Group. 

ARTICLE 6 
 CERTAIN
WELFARE BENEFIT PLAN MATTERS; 
 WORKERS’ COMPENSATION CLAIMS 

Section 6.01.    SpinCo Welfare Plans. Without limiting the generality of
Section 2.07, effective as of the Local Transfer Date or such other date as agreed to between Nuance and SpinCo, which need not be the same for each Welfare Plan (such applicable date, the “Welfare Plan
Date”), SpinCo shall establish Welfare Plans (collectively, the “SpinCo Welfare Plans”) to provide welfare benefits to the SpinCo Employees (and their dependents and beneficiaries) in each applicable jurisdiction and, as of
the applicable Welfare Plan Date, each SpinCo Employee (and his or her dependents and beneficiaries) shall cease active participation in the corresponding Nuance Welfare Plan. For the avoidance of doubt, for purposes of this ARTICLE 6, the
term “SpinCo Employee” shall be deemed to include each Former SpinCo Employee who was receiving welfare benefits in connection with his or her termination of employment from a member of the Nuance Group or the SpinCo Group as of the
applicable Welfare Plan Date. Notwithstanding the foregoing, to the extent that Nuance determines that the aforementioned provision of welfare benefits by SpinCo to a Former SpinCo Employee is not feasible, such Former SpinCo Employee may continue
active participation in the corresponding Nuance Welfare Plan after the Welfare Plan Date, and SpinCo shall reimburse the Nuance Group for all Liabilities associated with such Former SpinCo Employee after the Welfare Plan Date. 

  
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 Section 6.02.    Allocation of Welfare Benefit Claims.
(a) The members of the Nuance Group shall retain all Liabilities in accordance with the applicable Nuance Welfare Plan for all reimbursement claims (such as medical and dental claims) and for all
non-reimbursement claims (such as life insurance claims), in each case, as incurred by SpinCo Employees and Former SpinCo Employees (and each of their respective dependents and beneficiaries) under such plans
prior to the applicable Welfare Plan Date, and (b) the members of the SpinCo Group shall retain all Liabilities in accordance with the SpinCo Welfare Plans for all reimbursement claims (such as medical and dental claims) and for all non-reimbursement claims (such as life insurance claims), in each case, as incurred by SpinCo Employees and Former SpinCo Employees (and each of their respective dependents and beneficiaries) on or after the
applicable Welfare Plan Date; provided, that SpinCo shall reimburse Nuance for Liabilities incurred under clause (a) between the Local Transfer Date and the applicable Welfare Plan Date. For purposes of this
Section 6.02, a benefit claim shall be deemed to be incurred as follows: (i) for health, dental, vision, employee assistance program, and prescription drug benefits (including in respect of any hospital admission),
upon the provision of such services, materials, or supplies; and (ii) for life, accidental death and dismemberment, and business travel accident insurance benefits, upon the death, cessation of employment, or other event by Nuance giving rise
to such benefits. 
 Section 6.03.    Workers’ Compensation Claims. In the case of any
workers’ compensation claim of any SpinCo Employee or Former SpinCo Employee in respect of his or her employment with the Nuance Group or the SpinCo Group, such claim shall be covered (a) by the Nuance Group’s workers’
compensation coverage if the Workers’ Compensation Event occurred prior to the applicable Local Transfer Date, (b) by the SpinCo Group’s workers’ compensation coverage for the applicable jurisdiction if the Workers’
Compensation Event occurs on or after the applicable Local Transfer Date and the related claim is submitted after the date on which SpinCo has established workers’ compensation coverage (the “Workers’ Compensation
Claim Date”), and (c) under the Nuance Group’s workers’ compensation coverage if the Workers’ Compensation Event occurs on or after the applicable Local Transfer Date and the related claim is submitted prior to the
Workers’ Compensation Claim Date; provided, that SpinCo shall reimburse Nuance for Liabilities actually incurred by Nuance under clause (c) between the Local Transfer Date and the applicable Workers’ Compensation Claim Date. If
the Workers’ Compensation Event occurs over a period both preceding and following the Local Transfer Date, the claim shall be jointly covered under the Nuance Group’s workers’ compensation coverage and the SpinCo Group’s
workers’ compensation coverage and shall be equitably apportioned between them based upon the relative periods of time that the Workers’ Compensation Event transpired preceding and following the Local Transfer Date; provided, that
if a claim in respect of such Workers’ Compensation Event is submitted prior to the Workers’ Compensation Claim Date, then such claim shall be covered under the Nuance Group’s workers’ compensation coverage and SpinCo shall
appropriately reimburse Nuance, in accordance with clause (c) above. 
 Section 6.04.    COBRA. If
(a) a SpinCo Employee or Former SpinCo Employee (or his or her eligible dependents) was receiving, prior to the applicable Welfare Plan Date, or is eligible to receive, on or following the applicable Welfare Plan Date, continuation health
coverage pursuant to COBRA, SpinCo and the SpinCo Welfare Plans shall be responsible for all Liabilities to such employee (or his or her eligible dependents) in respect of COBRA. SpinCo shall indemnify, defend, and hold harmless the members of the
Nuance Group from and against any and all Liabilities relating to, arising out of, or resulting from COBRA provided by SpinCo, or the failure of SpinCo to meet its COBRA obligations, to SpinCo Employees, Former SpinCo Employees, and their respective
eligible dependents. 

  
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 Section 6.05.    Flexible Spending Accounts. Effective as of
the applicable Welfare Plan Date, SpinCo shall have established a health care and dependent care reimbursement account plan (the “SpinCo Reimbursement Account Plan”) with features that are comparable to those contained in the
relevant health care and dependent care reimbursement account plan sponsored and maintained by Nuance (the “Nuance Reimbursement Account Plan”). With respect to applicable SpinCo Employees, effective as of the applicable Welfare
Plan Date, SpinCo shall assume responsibility for administering all reimbursement claims of SpinCo Employees with respect to the plan year in which the applicable Welfare Plan Date occurs, whether arising before, on, or after the applicable Welfare
Plan Date, under the SpinCo Reimbursement Account Plan and, for the avoidance of doubt, on and after the applicable Welfare Plan Date, no additional claims shall be reimbursed with respect to SpinCo Employees under the Nuance Reimbursement Account
Plan. Nuance shall, as soon as practicable following the applicable Welfare Plan Date, determine (i) the sum of all contributions to the Nuance Reimbursement Account Plan made with respect to such plan year by or on behalf of all SpinCo
Employees, as a whole, prior to the applicable Welfare Plan Date (the “Aggregate Pre-Distribution Date Contributions”) and (ii) the sum of all claims incurred in such plan year and paid
by the Nuance Reimbursement Account Plan with respect to such SpinCo Employees, as a whole, prior to the applicable Welfare Plan Date (the “Aggregate Pre-Distribution Date Disbursements”). If
the Aggregate Pre- Distribution Date Contributions exceed the Aggregate Pre-Distribution Date Disbursements, Nuance shall, as soon as practicable following Nuance’s
determination of the Aggregate Pre- Distribution Date Contributions and Aggregate Pre-Distribution Date Disbursements, transfer to SpinCo an amount in cash equal to such
difference. If the Aggregate Pre-Distribution Date Disbursements exceed the Aggregate Pre-Distribution Date Contributions, SpinCo shall, upon Nuance’s reasonable
request and the presentation of such substantiating documentation as SpinCo shall reasonably request, transfer to Nuance an amount in cash equal to such difference. 

Section 6.06.    Continuation of Elections. With respect to applicable SpinCo Employees, as of the applicable
Welfare Plan Date, SpinCo shall cause the SpinCo Welfare Plans to recognize and maintain all elections and designations (including, without limitation, all coverage and contribution elections and beneficiary designations) made by SpinCo Employees
under, or with respect to, the Nuance Welfare Plans and apply such elections and designations under the SpinCo Welfare Plans for the remainder of the period or periods for which such elections or designations are by their original terms applicable,
to the extent that such election or designation is available under the corresponding SpinCo Welfare Plan. As of the applicable Welfare Plan Date, SpinCo shall cause any SpinCo Welfare Plan that constitutes a cafeteria plan under Section 125 of
the Code to recognize and give effect to all non-elective employer contributions payable and paid toward coverage of a SpinCo Employee under the corresponding Nuance Welfare Plan that constitutes a cafeteria
plan under Section 125 of the Code for the applicable cafeteria plan year. 
 Section 6.07.    Insurance
Contracts. To the extent that any Nuance Welfare Plan is funded through the purchase of an insurance contract or is subject to any stop-loss contract, the Parties shall cooperate and use their commercially reasonable efforts to replicate such
insurance contracts for SpinCo (except to the extent that changes are required under applicable state insurance Laws or filings by the respective insurers) and to maintain any pricing discounts or other preferential terms for both Nuance and SpinCo
for a reasonable term. Neither Party shall be liable for failure to 

  
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obtain such insurance contracts, pricing discounts, or other preferential terms for the other Party. Each Party shall be responsible for any additional premiums, charges, or administrative fees
that such Party may incur pursuant to this Section 6.07. 

Section 6.08.    Third-Party Vendors. Except as provided below, to the extent that any Nuance Welfare Plan is
administered by a third-party vendor, the Parties shall cooperate and use their commercially reasonable efforts to replicate any contract with such third-party vendor for SpinCo and to maintain any pricing discounts or other preferential terms for
both Nuance and SpinCo for a reasonable term. Neither Party shall be liable for failure to obtain such pricing discounts or other preferential terms for the other Party. Each Party shall be responsible for any additional premiums, charges, or
administrative fees that such Party may incur pursuant to this Section 6.08. 
 ARTICLE 7 

LONG-TERM DISABILITY EMPLOYEES 

Section 7.01.    SpinCo LTD Employees. Notwithstanding any provisions of this Agreement to the contrary, the
terms and conditions of employment related to SpinCo LTD Employees, including issues related to Benefit Plans, shall be as set forth on Schedule 7.01. 

ARTICLE 8 
 DEFINED
BENEFIT PENSION PLANS 
 Section 8.01.    Non-U.S. Pension
Plans. Liabilities for vested and unvested benefits relating to SpinCo Employees and Former SpinCo Employees, under each non-U.S. defined benefit pension plan sponsored by Nuance or a member of the Nuance
Group or SpinCo or a member of the SpinCo Group shall be addressed as set forth on Schedule 8.01. 
 ARTICLE 9 

DEFINED CONTRIBUTION PLANS 

Section 9.01.    SpinCo 401(k) Plan. Effective as of a date no later than the Distribution Date (the
“Applicable 401(k) Date”), SpinCo shall establish a defined contribution plan that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (the “SpinCo 401(k) Plan”)
providing benefits to the SpinCo Employees participating in any qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code sponsored by any member of the Nuance Group (collectively, the “Nuance 401(k)
Plan”) as of the Distribution. 
 Section 9.02.    401(k) Plan-to-Plan Transfer. As of a date determined by Nuance and SpinCo following the Applicable 401(k) Date (the “Transfer Date”), Nuance will cause the transfer of an amount representing
the entire account balances (including outstanding loans) of the SpinCo Employees actively employed as of the Transfer Date who participated in the Nuance 401(k) Plan immediately prior to the Transfer Date determined as of the plan valuation date
coinciding with or next preceding the Tranfer Date, together with the actual return thereon from such valuation date to the Transfer Date, to the trustee of the SpinCo 401(k) Plan. 

Section 9.03.    Employer 401(k) Plan Contributions. The Nuance Group shall remain responsible for making all
employer contributions under the Nuance 401(k) Plan with respect to any SpinCo Employees or Former SpinCo Employees relating to periods prior to the Applicable 

  
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401(k) Date; provided, that, prior to the Transfer Date, the Nuance Group shall make all employer contributions with respect to such SpinCo Employee or Former SpinCo Employee required
under the Nuance 401(k) Plan for periods of time prior to the Applicable 401(k) Date. On and after the Applicable 401(k) Date, the SpinCo Group shall be responsible for all employer contributions under the SpinCo 401(k) Plan with respect to any
SpinCo Employees or Former SpinCo Employees. 
 Section 9.04.    Limitation of Liability. For the avoidance
of doubt, Nuance shall have no responsibility for any failure of SpinCo to properly administer the SpinCo 401(k) Plan in accordance with its terms and applicable Law, including any failure to properly administer the accounts of SpinCo Employees and
their respective beneficiaries, including accounts transferred over in accordance with Section 9.02, in such SpinCo 401(k) Plan. 

Section 9.05.    Non-U.S. Defined Contribution Plans. Except as
otherwise provided on Schedule 9.05, the treatment of each Nuance Benefit Plan that is a defined contribution plan for the benefit of employees outside of the United States and in which any SpinCo Employee, SpinCo LTD Employee, or Former
SpinCo Employee participates (each, a “Non-U.S. DC Plan”) shall be governed by the applicable Local Agreement; provided, that if a Local Agreement does not address the treatment of an
applicable Non-U.S. DC Plan, then Nuance and SpinCo shall use commercially reasonable efforts to cause such Non-U.S. DC Plan to be treated in a manner that is consistent
with applicable Law and, to the extent practicable, the general principles of this ARTICLE 9. 
 ARTICLE 10 

ACCRUED LEAVE 

Section 10.01.    Vacation, Holidays, Annual Leave, and Other Leaves. On the applicable Welfare Plan
Date, the SpinCo Group shall assume and be solely responsible for all Liabilities for vacation, holiday, annual leave, and/or other leave accruals and benefits with respect to each SpinCo Employee; provided, however, that (a) for
purposes of determining the number of vacation, holiday, annual leave, or other leave days to which such employee shall be entitled following the applicable Welfare Plan Date, SpinCo and its Subsidiaries shall assume and honor all such days accrued
or earned but not yet taken by such employee, if any, as of the applicable Welfare Plan Date, and (b) to the extent that such employee is entitled under any applicable Law or any policy of his or her respective employer that is a member of the
Nuance Group, as the case may be, to be paid for any vacation, holiday, annual leave, or other leave days accrued or earned but not yet taken by such employee as of the applicable Welfare Plan Date, SpinCo shall assume and be solely responsible for
the Liability to pay for such days. 
 ARTICLE 11 

EQUITY COMPENSATION 

Section 11.01.    SpinCo Equity Incentive Plan. Prior to the Distribution, Nuance shall cause SpinCo to adopt
an equity incentive plan or program, to be effective immediately prior to the Distribution (the “SpinCo Equity Incentive Plan”), and Nuance shall approve the SpinCo Equity Incentive Plan and a form of restricted stock unit award
agreement for use thereunder (the “SpinCo Award Agreement”) as the sole stockholder of SpinCo. 

Section 11.02.    Treatment of Outstanding Nuance Options. Each Nuance Option shall be adjusted effective as
of the Distribution as follows: (i) the number of shares of Nuance Common Stock subject to each such Nuance Option shall be equal to the product of (x) the number 

  
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of shares of Nuance Common Stock subject to such Nuance Option immediately prior to the Distribution and (y) the Nuance Equity Conversion Ratio, with any fractional shares subject to each
such Nuance Option following such adjustment rounded down to the nearest whole share and (ii) the per-share exercise price of each such Nuance Option shall be equal to the quotient of (x) the per-share exercise price of such Nuance Option immediately prior to the Distribution divided by (y) the Nuance Equity Conversion Ratio, rounded up to the nearest whole cent. Such adjustment shall be determined
in a manner consistent with the requirements of Sections 409 and 424 of the Code and the regulations thereunder, to the extent applicable. Following the Distribution, each such Nuance Option, as adjusted in accordance with this
Section 11.02, shall remain outstanding and subject to its respective terms and provisions. 

Section 11.03.    Treatment of Outstanding Nuance Restricted Stock Units Held by SpinCo Employees. 

(a)    Each Nuance Restricted Stock Unit held by a SpinCo Employee as of immediately prior to Distribution that is
scheduled to vest in accordance with its terms on or before November 30, 2019, shall vest in full as of immediately prior to the Distribution, subject in all events to the occurrence of the Distribution. 

(b)    Each Nuance Restricted Stock Unit that is outstanding and held by a SpinCo Employee as of immediately prior to the
Distribution that is scheduled to vest in accordance with its terms after November 30, 2019, shall be forfeited in accordance with its terms as of the Distribution (as a result of the SpinCo Employee’s termination of employment with Nuance
and its Subsidiaries) or otherwise canceled. On or as soon as reasonably practicable following the Distribution Date, subject to the SpinCo Employee’s continued employment with a member of the SpinCo Group, each SpinCo Employee whose Nuance
Restricted Stock Units were forfeited or canceled in connection with the Distribution shall be granted restricted stock units to be settled in SpinCo Common Stock (“SpinCo Restricted Stock Units”) issued under the SpinCo Equity
Incentive Plan and shall be subject to terms and conditions of the SpinCo Equity Incentive Plan and a restricted stock unit award agreement substantially in the form of the SpinCo Award Agreement. The number of SpinCo Restricted Stock Units that
will be granted to each such SpinCo Employee shall be no fewer than the product of (x) the number of Nuance Restricted Stock Units held by such SpinCo Employee immediately prior to the Distribution that were forfeited or canceled in accordance
with this Section 11.03(b) and (y) the SpinCo Equity Conversion Ratio, with any fractional shares (after aggregating all such SpinCo Restricted Stock Units) rounded down to the nearest whole share. 

Section 11.04.    Treatment of Outstanding Nuance Restricted Stock Units Held by Individuals Other Than SpinCo
Employees. Each Nuance Restricted Stock Unit not covered by Section 11.02 shall be adjusted as of the Distribution Date into a number of Nuance Restricted Stock Units equal to the product of (x) the number of
Nuance Restricted Stock Units subject to the award immediately prior to the Distribution and (y) the Nuance Equity Conversion Ratio, with any fractional shares subject to each such Nuance Restricted Stock Unit following such adjustment rounded
down to the nearest whole share. Following the Distribution, each such Nuance Restricted Stock Unit, as adjusted in accordance with this Section 11.04, shall remain outstanding and subject to its respective terms and provisions. 

  
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 Section 11.05.    Treatment of Outstanding Nuance Performance
Stock Units Held by SpinCo Employees. 
 (a)    Each Nuance Performance Stock Unit held by a SpinCo Employee as of
immediately prior to the Distribution that is scheduled to vest based on relative total shareholder return metrics to be measured as of November 6, 2019 (each, a “Canceled Nuance Performance Stock Unit”), shall be
forfeited in accordance with its terms as of the Distribution (as a result of the SpinCo Employee’s termination of employment with Nuance and its Subsidiaries) or otherwise canceled, and in consideration of such forfeiture or cancellation, each
SpinCo Employee whose Nuance Restricted Stock Units were forfeited in connection with the Distribution shall be granted the right to receive from SpinCo a cash payment equal to the product of (x) the number of shares of Nuance Common Stock that
would have been earned in respect of such Nuance Performance Stock Unit had such forfeiture or cancellation not occurred (as adjusted as if such Nuance Performance Stock Units remained outstanding in accordance with
Section 11.06 below), as determined by the Compensation Committee of Nuance as soon as reasonably practicable following November 6, 2019, pursuant to the terms of the Nuance Performance Stock Unit as in effect
immediately prior to such forfeiture or cancellation, multiplied by (y) the closing price of Nuance Common Stock on the day prior to the Distribution Date. SpinCo shall assume all Liabilities with respect to the cash payment obligation
described in this Section 11.05(a), and shall pay such amounts as soon as practicable, but in no event more than thirty (30) days, following Nuance’s delivering to SpinCo its determination of the extent to which
the applicable performance criteria were achieved. For the avoidance of doubt, if a SpinCo Employee’s employment terminates prior to the payment of the cash payment contemplated by this Section 11.05(a) in respect of
his or her Canceled Nuance Performance Stock Unit under circumstances that would have caused a forfeiture of the Nuance Performance Stock Unit as in effect immediately prior to its cancellation, no such payment shall be due to such SpinCo Employee.

 (b)    Each Nuance Performance Stock Unit held by a SpinCo Employee as of immediately prior to the Distribution that
is scheduled to vest based on relative total shareholder return metrics to be measured after November 6, 2019, shall be forfeited in accordance with its terms as of the Distribution (as a result of the SpinCo Employee’s termination of
employment with Nuance and its Subsidiaries) or otherwise canceled. On or as soon as reasonably practicable following the Distribution Date, each SpinCo Employee whose Nuance Performance Stock Units were so forfeited or canceled in connection with
the Distribution shall be granted SpinCo Restricted Stock Units issued under the SpinCo Equity Incentive Plan and shall be subject to terms and conditions of the SpinCo Equity Incentive Plan and a restricted stock unit award agreement substantially
in the form of the SpinCo Award Agreement. The number of SpinCo Restricted Stock Units to which a SpinCo Employee is entitled pursuant to this Section 11.05(b) shall equal the product of (x) the number of Nuance
Performance Stock Units that were forfeited or canceled in accordance with this Section 11.05(b) (measured assuming achievement of target performance) and (y) the SpinCo Equity Conversion Ratio, with any fractional
shares (after aggregating all such SpinCo Performance Stock Units) rounded down to the nearest whole share. 

Section 11.06.    Treatment of Outstanding Nuance Performance Stock Units Held by Individuals Other Than SpinCo
Employees. Each Nuance Performance Stock Unit not covered by Section 11.05 shall be adjusted as of the Distribution into a number of Nuance Performance Stock Units equal to the product of (x) the number of Nuance
Performance Stock Units subject to the award immediately prior to the Distribution and (y) the Nuance Equity Conversion Ratio, with any 

  
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fractional shares subject to each such Nuance Performance Stock Unit award following such adjustment rounded down to the nearest whole share. The Compensation Committee of Nuance shall make
equitable adjustments to the performance goals for such Nuance Performance Stock Units to reflect the Distribution as it deems appropriate under the terms of the Nuance Equity Plans. 

Section 11.07.    Nuance ESPP. The administrator of the Nuance ESPP shall take all actions necessary and
appropriate to provide that (i) SpinCo Employees in the Nuance ESPP shall not be eligible to participate in any future Purchase Periods that begin following the Distribution Date and (ii) any cash remaining in the Nuance ESPP account of
any SpinCo Employee after the Distribution shall be refunded to such SpinCo Employee without interest as soon as administratively practicable. 

Section 11.08.    Establishment of the SpinCo ESPP. Prior to the Distribution, Nuance shall cause SpinCo to
adopt an employee stock purchase plan, to be effective immediately prior to the Distribution (the “SpinCo ESPP”), and Nuance shall approve the SpinCo ESPP as the sole stockholder of SpinCo. 

Section 11.09.    Tax Reporting and Withholding for Equity-Based Awards. Unless otherwise required by
applicable Law, (a) Nuance (or one of its Subsidiaries) will be responsible for all income, payroll, fringe benefit, social security, payment-on-account, and other
Tax reporting relating to income of or otherwise owed by Nuance Employees, Former Nuance Employees, or Former SpinCo Employees from equity-based awards granted to such employees by Nuance and, with respect to awards subject to
Section 11.03(a), SpinCo Employees, (b) SpinCo (or one of its Subsidiaries) will be responsible for all income, payroll, fringe benefit, social,
payment-on-account, and other Tax reporting related to or otherwise owed on income of SpinCo Employees from SpinCo equity-based awards described in this ARTICLE
11 and the cash payment described in Section 11.05(a), (c) Nuance (or one of its Subsidiaries) shall be responsible for remitting applicable Tax withholdings and related payments for equity awards granted by Nuance and
held by Nuance Employees, Former Nuance Employees, Former SpinCo Employees, and with respect to awards subject to Section 11.03(a), SpinCo Employees, to each applicable taxing authority, and (d) SpinCo (or one of its
Subsidiaries) shall be responsible for remitting applicable Tax withholdings and related payments for SpinCo equity awards described in this ARTICLE 11 and the cash payment described in Section 11.05(a) to each
applicable taxing authority. In all cases, Nuance and SpinCo (and any applicable Nuance Subsidiary and SpinCo Subsidiary) agree to cooperate to ensure that such obligations are met. Nuance and SpinCo agree to enter into any necessary agreements
regarding the subject matter of this Section 11.09 to enable Nuance and SpinCo (and any applicable Nuance and SpinCo Subsidiaries) to fulfill their respective obligations hereunder and under applicable Law. 

Nuance will be responsible for all income, payroll, fringe benefit, social security, payment-on
account, and other Tax reporting relating to or otherwise owed on income of its nonemployee directors arising from equity-based awards granted by Nuance. 

Section 11.10.    Nuance and SpinCo Income Tax Deductions in Respect of Certain Equity Awards and
Compensation. Unless otherwise required by applicable Law, solely the member of the Group for which the relevant individual is currently employed or, if such individual is not currently employed by a member of the Group, was most recently
employed, in either case, at the time of the vesting, exercise, disqualifying disposition, payment or other relevant taxable event, as appropriate, in respect of equity awards and other compensation shall be entitled to claim any


  
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income tax deduction in respect of such equity awards and other compensation on its respective tax return associated with such event; provided, that, notwithstanding the foregoing, Nuance
(or the applicable member of the Nuance Group) shall be entitled to claim any income tax deduction associated with the exercise of any Nuance Option covered by Section 11.02. 

Section 11.11.    Compliance. For purposes of this ARTICLE 11, and notwithstanding the use of the
phrase “substantially similar” or anything else to the contrary throughout this article, Nuance and SpinCo reserves the right to impose other requirements or different terms and conditions on the any Nuance or SpinCo equity awards and
SpinCo stock incentive compensation plans, or to treat the equity awards in a different manner, to the extent that either of them determines it is necessary or advisable for legal or administrative reasons, including for compliance with non-U.S. laws and regulations and to mitigate the potential impact of non-U.S. tax consequences on the equity awards. 

ARTICLE 12 
 NON-U.S. EMPLOYEES 
 Section 12.01.    Transfer of Non-U.S. Employees. 
 (a)    Automatic Transfer Employees shall not be
terminated upon the Local Transfer Date or Delayed Transfer Date, as applicable; rather, such employees and the rights, powers, duties, liabilities, and obligations of the current employer with respect to such employees in respect of the terms of
employment with the employees in force immediately before the applicable Local Transfer Date or Delayed Transfer Date, as applicable, shall be transferred to the applicable Destination Employer but only to the extent required by, and only then in
accordance with, applicable Law. 
 (b)    For Non-U.S. Employees who are not
Automatic Transfer Employees, the Destination Employer shall offer employment to each such employee effective on the applicable Local Transfer Date, or, if applicable, the Delayed Transfer Date, or as otherwise agreed between Nuance and SpinCo,
(a) at the employee’s same general location, and (b) with same base salary as is in effect immediately prior to the Local Transfer Date or, if applicable, the Delayed Transfer Date, and (c) otherwise on terms and conditions that
are substantially similar terms and conditions in the aggregate as those that were in effect immediately prior to the Local Transfer Date or, if applicable, the Delayed Transfer Date. 

Section 12.02.    Treatment of Non-U.S. Employees. Except as otherwise
agreed by the Parties or as set forth in this Agreement or a Local Agreement, Nuance Employees and SpinCo Employees who reside outside of the United States or are otherwise subject to non-U.S. Law (“Non-U.S. Employees”) and their related benefits and Liabilities shall be treated under this Agreement in the same manner as the Nuance Employees and SpinCo Employees, respectively, who are residents of the
United States and are not subject to non-U.S. Law; provided, that, notwithstanding anything to the contrary in this Agreement, all actions taken with respect to such
Non-U.S. Employees shall be subject to and accomplished in accordance with applicable Law in the custom of the applicable jurisdictions and may be effectuated by implementation of a Local Agreement. In the
case of a conflict between the terms and provisions of this Agreement and a Local Agreement, the terms and provisions of such Local Agreement shall control. 

  
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 ARTICLE 13 

COOPERATION; ACCESS TO INFORMATION; LITIGATION; CONFIDENTIALITY 

Section 13.01.    Cooperation. Following the date of this Agreement, the Parties shall, and shall cause their
respective Subsidiaries to, use commercially reasonable efforts to cooperate with respect to any employee compensation or benefits matters that either Party reasonably determines require the cooperation of the other Party in order to accomplish the
objectives of this Agreement. Without limiting the generality of the preceding sentence, (a) Nuance, SpinCo, and their respective Subsidiaries shall cooperate in connection with any audits of any Benefit Plan with respect to which such Party
may have Information, (b) Nuance, SpinCo, and their respective Subsidiaries shall cooperate in connection with any audits of their respective payroll services (whether by a Governmental Authority in the United States or otherwise) in connection
with the services provided by one Party to the other Party, and (c) Nuance, SpinCo, and their respective Subsidiaries shall cooperate in good faith in connection with the notification and consultation with labor unions and other employee
representatives of employees of the Nuance Group and the SpinCo Group. With respect to each Benefit Plan, the obligations of the Nuance Group and the SpinCo Group to cooperate pursuant to this Section 13.01 or any other
provision of this Agreement shall remain in effect until the latest of (i) the date on which all audits of such Benefit Plan with respect to which a Party may have Information have been completed, (ii) the date the applicable statute of
limitations with respect to such audits has expired, and (iii) the date on which the Nuance Group discharges all obligations to SpinCo Employees, Former SpinCo Employees, and their respective beneficiaries under such Benefit Plan. 

Section 13.02.    Access to Information; Privilege; Confidentiality. Except as would be inconsistent with
Section 13.01 or any other provision of this Agreement relating to cooperation, Article VII of the Separation Agreement is hereby incorporated into this Agreement mutatis mutandis. 

ARTICLE 14 
 TERMINATION

 Section 14.01.    Termination. This Agreement may be terminated by Nuance at any time, in its sole
discretion, prior to the Distribution; provided, however, that this Agreement shall automatically terminate upon the termination of the Separation Agreement in accordance with its terms. 

Section 14.02.    Effect of Termination. In the event of any termination of this Agreement prior to the
Distribution, none of the Parties (or any of its directors or officers) shall have any Liability or further obligation to any other Party under this Agreement. 

ARTICLE 15 

MISCELLANEOUS 

Section 15.01.    Incorporation of Indemnification Provisions of Separation Agreement. In addition to the
specific indemnification provisions in this Agreement, Article VI of the Separation Agreement is hereby incorporated into this Agreement mutatis mutandis. 

  
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 Section 15.02.    Additional Indemnification. If the Parties
determine that SpinCo is unable to establish any SpinCo Benefit Plan as of the applicable Local Transfer Date (or the applicable Welfare Plan Date, if applicable) that it is required under this Agreement to establish by such date, then SpinCo shall
indemnify, defend, and hold harmless each of the Nuance Indemnitees from and against any and all Liabilities of the Nuance Indemnitees relating to, arising out of, or resulting from participation by any SpinCo Employee, SpinCo LTD Employee, or
Former SpinCo Employee on or after the applicable Local Transfer Date (or the applicable Welfare Plan Date) in any such Nuance Benefit Plan due to the failure to timely establish such SpinCo Benefit Plan or Plans. In addition, SpinCo shall
indemnify, defend, and hold harmless each of the Nuance Indemnitees from and against any and all Liabilities of the Nuance Indemnities relating to, arising out of, or resulting from any claim by any SpinCo Employee, SpinCo LTD Employee, or Former
SpinCo Employee that Nuance or any other member of the Nuance Group is a “joint employer” or “co-employer” (or term of similar meaning under applicable Law) with SpinCo or any other member
of the SpinCo Group of any such SpinCo Employee, SpinCo LTD Employee, or Former SpinCo Employee on or after the Distribution Date (including, except as otherwise specifically provided in this Agreement or the TSA, with respect to a claim that any of
the foregoing are entitled to participate in any Nuance Benefit Plan at any time on or after the Distribution Date). 

Section 15.03.    Further Assurances. Article IX of the Separation Agreement is hereby incorporated into this
Agreement mutatis mutandis. 
 Section 15.04.    Administration. SpinCo hereby acknowledges that
Nuance has provided or will provide administration services for certain SpinCo Benefit Plans, and SpinCo agrees to assume responsibility for the administration and administration costs of such plans and each other SpinCo Benefit Plan. The Parties
shall cooperate in good faith to complete such transfer of responsibility on commercially reasonable terms and conditions effective no later than the Distribution or the applicable Welfare Plan Date or Workers’ Compensation Claim Date. 

Section 15.05.    Third-Party Beneficiaries. Except as otherwise may be provided in the Separation Agreement
with respect to the rights of any Nuance Indemnitee or SpinCo Indemnitee, (a) the provisions of this Agreement are solely for the benefit of the Parties and are not intended to confer any rights or remedies hereunder upon any Person except the
Parties and (b) there are no third-party beneficiaries of this Agreement, and this Agreement shall not provide any third party with any remedy, claim, liability, reimbursement, cause of action, or other right. 

Section 15.06.    Employment Tax Reporting Responsibility. To the extent applicable, the Parties hereby agree
to follow the alternate procedure for U.S. employment tax withholding as provided in Section 5 of Rev. Proc. 2004-53, I.R.B. 2004-35. 

Section 15.07.    Data Privacy. The Parties agree that any applicable data privacy Laws and any other
obligations of the SpinCo Group and the Nuance Group to maintain the confidentiality of any Information relating to employees in accordance with applicable Law shall govern the disclosure of Information relating to employees among the Parties under
this Agreement. Nuance and SpinCo shall ensure that they each have in place appropriate technical and organizational security measures to protect the personal data of the SpinCo Employees and Former SpinCo Employees. Additionally, each Party shall
sign any documentation as may be required to comply with applicable data privacy Laws. 

  
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 Section 15.08.    Section 409A. Nuance and SpinCo shall
cooperate in good faith and use reasonable best efforts to ensure that the transactions contemplated by the Separation Agreement and the Ancillary Agreements, including this Agreement, will not result in adverse tax consequences under
Section 409A of the Code to any Nuance Employee, Former Nuance Employee, SpinCo Employee, or Former SpinCo Employee (or any of their respective beneficiaries), in respect of their respective benefits under any Benefit Plan. 

Section 15.09.    Confidentiality. 

(a)    Each of Nuance and SpinCo, on behalf of itself and each Person in its respective Group, shall, and shall cause its
respective directors, officers, employees, agents, accountants, counsel, and other advisors and representatives to, hold in strict confidence and not release or disclose, with at least the same degree of care, that it applies to its own confidential
and proprietary Information pursuant to policies in effect as of the Distribution, but no less than a reasonable degree of care, all Information concerning the other Group or its business that is either in its possession (including Information in
its possession prior to the Distribution) or furnished by the other Group or its respective directors, officers, employees, agents, accountants, counsel, and other advisors and representatives at any time pursuant to this Agreement and shall not use
any such Information other than for such purposes as shall be expressly permitted hereunder, except, in each case, to the extent that such Information is (i) in the public domain through no fault of any member of the Nuance Group or the SpinCo
Group, as applicable, or any of its respective directors, officers, employees, agents, accountants, counsel, or other advisors and representatives, (ii) later lawfully acquired from other sources by any of Nuance, SpinCo, or its respective
Group, directors, officers, employees or agents, accountants, counsel, or other advisors and representatives, as applicable, which sources are not, to the knowledge of any of Nuance, SpinCo, or Persons in its respective Group, themselves bound by a
confidentiality obligation regarding such Information, (iii) independently generated without reference to any proprietary or confidential Information of the Nuance Group or the SpinCo Group, as applicable, or (iv) required to be disclosed
by applicable Law; provided, however, that the Person required to disclose such Information gives the applicable Person prompt and, to the extent reasonably practicable, prior notice of such disclosure and an opportunity to contest
such disclosure and shall use commercially reasonable efforts to cooperate, at the expense of the requesting Person, in seeking any reasonable protective arrangements requested by such Person. If such appropriate protective order or other remedy is
not obtained, the Person that is required to disclose such Information shall furnish, or cause to be furnished, only that portion of such Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure
that confidential treatment is accorded such Information. Notwithstanding the foregoing, each of Nuance and SpinCo may release or disclose, or permit to be released or disclosed, any such Information concerning the other Group (A) to their
respective directors, officers, employees, agents, accountants, counsel, and other advisors and representatives who need to know such Information (who shall be advised of the obligations hereunder with respect to such Information) and (B) to
any nationally recognized statistical rating agency as it reasonably deems necessary, solely for the purpose of obtaining a rating of securities upon normal terms and conditions; provided, however, that the Party whose Information is
being disclosed or released to such rating agency is promptly notified thereof. 
 (b)    Without limiting the
foregoing, when any Information concerning the other Group or its business is no longer needed for the purposes contemplated by this Agreement, the applicable Party shall, promptly after request of the other Party, either return all Information in a


  
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tangible form (including all copies thereof and all notes, extracts, or summaries based thereon) or certify to the other Party, as applicable, that it has destroyed such Information (and used
commercially reasonable efforts to destroy all such Information electronically preserved or recorded within any computerized data storage device or component (including any hard-drive or database)). 

Section 15.10.    Additional Provisions. Article XI of the Separation Agreement is hereby incorporated into
this Agreement mutatis mutandis. 
 [SIGNATURE PAGE TO FOLLOW] 

  
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 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly
authorized representatives. 
  

			
	NUANCE COMMUNICATIONS, INC.


 
			
		
	By:	 	  

	 Name:
 Title:
	 	
	
	CERENCE INC.
		
	By:	 	  

	Name:	 	
	Title:	 	



  
 [Signature Page to
Employee Matters Agreement]