EMPLOYEE MATTERS AGREEMENT (this Agreement), dated as of September 30, 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 September 30, 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:
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.