EX-10.9





 Exhibit 10.9 
  





 
 June 12, 2019 
 Mark
Gallenberger 
 Dear Mark: 
 Congratulations! It is with great
pleasure that I confirm Nuance Communications, Inc.’s (“Nuance” or the “Company”) offer of employment initially in the position of Finance Executive to the Auto Division, with a start date of July 1, 2019, reporting to
Sanjay Dhawan, Auto Chief Executive Officer. Upon spin-off of the Auto Division, your position will be Chief Financial Officer of AutoCo. Your work location will be Burlington, Massachusetts. 

Your starting annual base salary will be $400,000 paid on a bi-weekly basis. In addition to your base salary, you will
be eligible to participate in the Nuance Fiscal 2019 Company Bonus Program, with a target of 75% of base salary. For Fiscal 2019, your bonus will be paid on a pro-rated basis at target. Beyond FY19, the actual
bonus payable, if any, will be higher, up to 150% of target, or lower than target depending on the achievement of performance goals set by the Compensation Committee of the AutoCo. Board of Directors. 

Upon spin-off of the Auto Division, you will be granted the following two (2) equity awards: 

Equity Awards. The Compensation Committee of the Board of Directors of AutoCo will grant Executive a number of restricted
stock units under the AutoCo equity plan (the “Plan”) having an aggregate fair value of $1,200,000. The fair value of this award will be determined based on the closing market price of Auto Co common stock on the effective date of grant.
The restricted stock units will be divided equally between time-based restricted stock units (“RSUs”) and performance-based RSUs (“PSUs”), as follows in (a) and (b) below: 

a)    RSUs. The RSUs will be subject to the terms and conditions for time-based restricted
stock units under the Plan, all as reflected in the applicable form of RSU agreement. The RSUs will be scheduled to vest as to one-third of the RSUs on each of the first three anniversaries of the grant date,
subject to your continued service (and not to performance goals or other vesting conditions) with AutoCo through each vesting date. 

b)    PSUs. The PSUs will be subject to the terms and conditions for performance-based
restricted stock units under the Plan, all as reflected in the applicable form of PSU agreement. The PSUs vesting period and other terms to be determined by the AutoCo Board. 












 Paid Time-Off 

Nuance provides 11 holidays throughout the calendar year. Additionally, you will be entitled to four (4) weeks’ vacation, which is accrued on a bi-weekly basis commencing on your first day of employment. Following the transfer of your employment to AutoCo you will be entitled to Paid Time Off in accordance with AutoCo policy. 

Benefits: 
 Nuance offers affordable health care,
income protection, and benefits that provide peace of mind now and in the future. If you are regularly scheduled to work thirty (30) hours or more per week you are eligible for benefits on day one. The benefit programs you are eligible for as a
Nuance employee will be provided during the New Hire On-boarding process. Following the transfer of your employment to AutoCo you will participate in AutoCo employee benefit plans. 

Background Check 
 Your employment is contingent
upon satisfactory completion of a background check, which includes, at a minimum, a review of criminal records, and verification of your employment and education. 

Terms and Conditions 
 Your employment with Nuance
will be “at will”, meaning that either you or Nuance Communications will be entitled to terminate your employment at any time and for any reason, with or without cause, subject to the terms of the Change of Control and Severance Agreement.

 Should your employment with the company be involuntarily terminated for any reason other than cause, and you execute a standard severance agreement, you
will receive a severance package as outlined in terms and conditions of your Change of Control and Severance Agreement in effect at the time of departure. 

This letter supersedes any prior employment offers made by Nuance, whether written or oral, and any prior representations or descriptions of the conditions of
your employment are superseded by this offer. This letter, together with the Change of Control and Severance Agreement and CIIN, represent the full and complete agreement between you and Nuance. Although your job duties, title, compensation and
benefits, as well as Nuance’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of
Nuance Communications. 
 This offer is contingent upon your satisfying the conditions of hire, including providing proof of your eligibility to work in the
United States and successful completion of a background check. Also, like all Nuance employees, you will be required, as a condition to your employment, to sign Nuance’s standard Confidential Information, Inventions and Non-Competition Agreement (“CINN”), a copy of which is attached hereto. Furthermore, this offer is contingent upon favorable completion of three professional references. 

We at Nuance are proud of our reputation and we feel confident that you will be a positive addition to the Senior Management Team, while the position will
afford you the opportunity to grow your professional skill set. 
 Mark, we would appreciate it if you would confirm your acceptance of our employment
offer, by signing this offer confirmation letter and returning it to my attention as soon as possible. If this offer is not executed by June 17, 2019 it will expire and no employment commitments as outlined will be honored. 












 If you have further questions regarding our offer, feel free to contact me at
                    . I look forward to our working together and you’re joining the Nuance Communications organization. 

Sincerely, 
  

	
	/s/ Beth Conway

 Beth Conway 
 Chief Human Resource
Officer 
 I ACCEPT THE OFFER OF EMPLOYMENT AS STATED ABOVE: 
  

					
			
	/s/ Mark Gallenberger	 		 	6/17/19
			
	NAME – Mark Gallenberger	 		 	Date of Acceptance