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 23, 2009
NUANCE COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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000-27038
(Commission
File Number)
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94-3156479
(IRS Employer
Identification No.) |
1 Wayside Road
Burlington, Massachusetts 01803
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: (781) 565-5000
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers
On June 23, 2009, Nuance Communications, Inc. (the “Company”) and Paul Ricci, the
Company’s Chairman and Chief Executive Officer entered into an employment agreement.
Pursuant to the terms of the new agreement, Mr. Ricci will continue to receive a base salary of
$575,000 and an annual bonus opportunity of up to 100% of his base salary. Mr. Ricci will also
receive the following equity-based grants: (i) a grant of 724,900 shares of restricted stock and (ii)
a grant of 1,000,000 stock options.
Upon any termination of Mr. Ricci’s employment by the Company, other than for cause, death or
disability, or by Mr. Ricci for good reason, Mr. Ricci shall be entitled to continued payment of 1.5
times his base salary as then in effect and payment of 100% of his target bonus as then in effect
for a period of eighteen months following termination; provided, however, if such termination
occurs within 12 months of a change in control of the Company, Mr. Ricci shall be entitled to
continued payment of 2.0 times his base salary as then in effect and payment of 200% of his
target bonus as then in effect for a period of twenty-four months following termination.
In addition, upon any termination
of Mr. Ricci’s employment by the Company, other than for cause, death or disability, or by Mr.
Ricci for good reason, (i) the vesting of all equity-based compensation awards issued to Mr.
Ricci prior to August 11, 2006 shall accelerate and be fully vested as of the termination date
and (ii) equity-based compensation awards issued on or after August 11, 2006 shall continue to
vest during the severance period and any unvested options or awards at the termination of the
severance period will be forfeited; provided, however, if such termination occurs within 12 months
of a change in control of the Company, all remaining unvested stock options and restricted
stock held by Mr. Ricci shall accelerate in full upon the termination event. Following
termination of Mr. Ricci’s employment, Mr. Ricci shall be entitled to exercise all stock
options granted prior to August 11, 2006 for the life of the stock option, and all stock
options granted on or after August 11, 2006 for the lesser of (i) the life of the stock option
or (ii) two years following the termination date.
A copy of the employment agreement is attached
hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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Financial Statements of Business Acquired |
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Not Applicable |
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Pro Forma Financial Information |
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Not Applicable |
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Shell Company Transactions |
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Not Applicable |
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Exhibits |
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99.1 |
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Employment Agreement dated June 23, 2009 by and between the Company and Paul A.
Ricci. |