Offer Letter by and between the Company and Antonio Rodriquez, dated November 29, 2024
Exhibit 10.1
November 27, 2024
Antonio (“Tony”) Rodriquez
1843 Lookout Drive
Agoura Hills, CA 91301
United States of America
Dear Tony,
Congratulations! It is with great pleasure that I confirm Cerence Operating Company’s (“Cerence” or the “Company”) offer of employment for the position of Executive Vice President – Chief Financial Officer of Cerence Inc. In this position, you will report to Brian Krzanich, the Company’s Chief Executive Officer. Your work location will be remote. If you accept this Offer, your first day of employment with the Company will be November 29, 2024 (such actual date, the “Start Date”).
Subject to the terms and conditions stated in the letter below, Cerence is pleased to offer you a compensation and benefits package with the following elements:
Base Salary and Employment Status
Your starting annual base salary for this exempt level position will be at the rate of $18,269.23 paid on a bi-weekly basis, which annualizes to $475,000.
Bonus Program
In addition to your base salary, you will be eligible to participate in the Cerence Short Term Incentive Plan (“STIP”), with a target STIP award of 75% of your base salary. The STIP coincides with Cerence’s fiscal year, which is October 1st through September 30th. Payments will be made in the form of cash and your actual STIP award for fiscal year 2025 will not be pro-rated according to your start date. Eligibility to participate and any payment under the STIP will be at the Company’s discretion, and the Company has the right to vary, suspend, revoke, or replace the STIP at any time.
Long Term Incentive Plan (“LTIP”)
As a material inducement to accept the Company’s offer of employment, and subject to the approval of the Compensation Committee of the Board of Directors of Cerence Inc., as promptly as practicable following the Start Date the following equity awards shall be granted under the Cerence Inc. 2024 Inducement Award Plan (the “Plan”) and pursuant to Rule 5635(c)(4) of the Marketplace Rules of the NASDAQ Stock Market, Inc., contingent upon your commencement and continuation of employment with Cerence through the grant date:
A number of restricted stock units having an aggregate target value of $2,500,000. The number of restricted stock units will be calculated based on the average closing price of Cerence Inc. common stock over the trailing 20 trading days ending on and including November 27, 2024. The restricted stock units will be 50% in the form of time-based restricted stock units (“RSUs”) and 50% in the form of performance-based restricted stock units (“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 RSU agreement. The RSUs will vest as follows: one-third of the RSUs on each of October 1, 2025, October 1, 2026, and October 1, 2027, subject to your continued service with Cerence through each vesting date, except as provided in the Change of Control and Severance Agreement (as described below and hereinafter referred to as the “Severance Agreement”). |
| 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 PSU agreement. The PSUs will be earned based on Company performance upon the completion of fiscal years 2025, 2026 and 2027, subject to your continued service with Cerence through the vesting date. 100% vesting (as calculated based on performance) will occur upon the release of FY 2027 earnings. |
Please note that any equity awards granted to you are subject to the terms of the Plan or the Cerence 2019 Equity Incentive Plan, as applicable, (or any successor plan(s)) and the applicable grant agreements.
Benefits
Cerence 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 twenty (20) hours or more per week, you are eligible for benefits on day one. The benefit programs you are eligible for as a Cerence employee will be provided during the New Hire On-boarding process.
Paid Time-Off
Cerence provides paid holidays and other time off under our Flexible Time Off policy. You are eligible to take time off subject to your manager’s approval commencing on your first day of employment.
Background Check
Your employment was contingent upon satisfactory completion of a background check, which was conducted in June 2024 in association with your engagement as the Company’s interim CFO.
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Change of Control and Severance Agreement
The Compensation Committee has approved the terms of the enclosed Severance Agreement, which shall become effective upon the Effective Date, as defined in the Severance Agreement.
Taxes
All forms of compensation are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law. You are encouraged to obtain your own tax advice regarding your compensation from the Company. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities.
Terms and Conditions
Your employment with Cerence will be “at will”, meaning that either you or Cerence will be entitled to terminate your employment at any time and for any reason, with or without cause, subject to the terms of the Severance Agreement, if applicable. Any contrary representations which may have been made to you are superseded by this offer. This Offer Letter (“Offer”) and any other agreement referenced herein, along with the Confidential Information, Inventions and Non-Competition Agreement (“CIIN”), which you are required to sign as a condition of employment, are the full and complete agreement between you and Cerence. Although your job duties, title, compensation, and benefits, as well as Cerence 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 Cerence.
This Offer is contingent upon your satisfying the conditions of hire, including the following:
| • | Completing and signing an Employment Application in full |
| • | Completing the Employment Eligibility Verification; presenting proof of eligibility to work in the United States |
| • | Executing the Cerence standard Confidential Information, Inventions and Noncompetition Agreement – received upon start |
Finally, this Offer is conditioned on your not being subject to any confidentiality or non-competition agreement or any other similar type of restriction that would affect your ability to devote full time and attention to your work at Cerence. If you have previously entered into such an agreement, please provide me with a copy as soon as possible. You’re accepting this Offer and not presenting me with a copy of an agreement containing a confidentiality or non-competition agreement or any other similar type of restriction indicates that no such agreement exists.
This letter, together with any other agreement referenced herein, sets forth the entire agreement and understanding between you and the Company relating to your employment and supersedes all prior agreements, understandings and discussions.
Tony, please confirm your acceptance of our Offer by signing this Offer Letter, indicating your anticipated start date and returning it via Adobe.
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If you have further questions regarding our offer, please contact me at ###-###-####. On behalf of the Company, I wish you a long and rewarding career with Cerence.
Sincerely,
/s/ Christopher Popadic
Chris Popadic
VP Global Head of Human Resources
| I ACCEPT THE OFFER OF EMPLOYMENT AS STATED ABOVE: | ||||
| /s/ Antonio Rodriquez | November 29, 2024 | |||
| Signature | Date of Acceptance | |||
| November 29, 2024 | ||||
| Tentative Start Date | ||||
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