Form of Restricted Stock Purchase Agreement for use under Nuance Communications, Inc. 2000 Stock Plan (time-vesting awards)

Restricted Stock Units. Pursuant to the Company’s 2000 Stock Plan, as amended from time to time (the “Plan”), a copy of which is attached to this Agreement as Exhibit A, the Company hereby grants to Grantee the number of Restricted Stock Units listed in Item B above on the terms and conditions set forth herein and in the Plan, the terms and conditions of the Plan being hereby incorporated into this Agreement by reference. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan shall prevail. Capitalized terms used and not defined in this Agreement will have the meanings set forth in the Plan.

Company’s Obligation to Pay. Each Restricted Stock Unit represents the right to receive one share of Common Stock of the Company, par value $0.001 (“Share”) after the Restricted Stock Unit has vested. Unless and until the Restricted Stock Units will have vested in the manner set forth in Section 3, Grantee will have no right to receive the Shares subject to the Restricted Stock Units. Prior to the actual issuance of any Shares subject to the Restricted Stock Units, such Restricted Stock Units will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

Vesting. Except as provided in Section 4, and subject to Section 5, the Restricted Stock Units shall vest in accordance with the provisions set forth on Exhibit B, subject to Grantee’s continuing to be an employee, director or consultant of the Company or of an Affiliate (a “Service Provider”) through each vesting date. For the avoidance of doubt, Grantee would no longer be considered a Service Provider if Grantee’s employer ceases to be controlled or majority-owned by the Company, in which case the Restricted Stock Units will be forfeited unless otherwise determined by the Administrator, in its discretion.

Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested Restricted Stock Units at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will be considered as having vested as of the date specified by the Administrator.

Forfeiture upon Termination as Service Provider. If Grantee terminates service as a Service Provider, for any or no reason, prior to vesting, Grantee’s right to acquire Shares pursuant to such unvested Restricted Stock Units awarded by this Agreement will immediately terminate.

Payment After Vesting. Any Restricted Stock Units that vest in accordance with Sections 3 or 4, or otherwise vest in accordance with the terms of the Plan, will be settled by the Company issuing Shares to Grantee, subject to the provisions of Section 8 below. The settlement of vested Restricted Stock Units will be completed by the issuance of the appropriate number of Shares as soon as practicable after vesting, but in each such case no later than the 15^th day of the third month following the end of the Company’s tax year that includes each applicable vesting date.

Rights as Stockholder. Neither Grantee nor any person claiming under or through Grantee will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Grantee.

Taxes.

Responsibility for Taxes. Grantee acknowledges that, regardless of any action taken by the Company or, if different, Grantee’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to Grantee’s participation in the Plan and legally applicable to Grantee as a result of participation in the Plan (“Tax-Related

Withholding. Prior to the relevant taxable or tax withholding event, as applicable, Grantee agrees to make arrangements satisfactory to the Company to satisfy all Tax-Related Items. In this regard, Grantee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the following:

withholding from Grantee’s wages or other cash compensation otherwise payable to Grantee by the Company and/or the Employer; and/or

requiring Grantee to tender a payment in cash (or the cash equivalent) in an amount equal to the Tax-Related Items to the Company or its designee; and/or

withholding from the proceeds from the sale of Shares acquired upon settlement of the Restricted Stock Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on Grantee’s behalf pursuant to this authorization without further consent); and/or

withholding in Shares to be issued upon settlement of the Restricted Stock Units, provided, however, that if Grantee is an officer of the Company within the meaning of Section 16 of the Exchange Act, the Company will withhold in Shares to be issued upon settlement of the Restricted Stock Units, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the Committee (as constituted to satisfy Rule 16b-3 of the Exchange Act) will determine which of the other withholding methods set out in this Section 8(b) will be used; and/or

any other method determined by the Company and permitted under applicable laws.

Section 409A. This Agreement and the Restricted Stock Units granted hereunder are intended to meet the “short-term deferral” exception to the provisions of Section 409A of the Code and U.S. Department of Treasury regulations issued thereunder or to otherwise comply with Section 409A of the Code and the U.S. Department of Treasury regulations and guidance issued thereunder, to the extent applicable. Notwithstanding any provision of the Plan or this Agreement to the contrary, this Agreement and the Restricted Stock Units granted hereunder shall be interpreted and construed consistent with this intent. Notwithstanding the foregoing, the Company and its affiliates shall not be required to assume any increased economic burden in connection therewith. Neither the Company or any of its Affiliates, nor any of their respective directors, officers, managers, employees or advisers shall be liable to Grantee (or any other individual claiming a benefit through Grantee) for any tax, interest, or penalties Grantee might owe as a result of this Agreement and the Restricted Stock Units granted hereunder, or otherwise. Notwithstanding anything to the contrary in the Plan or this Agreement, the Company reserves the right, but is not obligated, to revise this Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Grantee, to comply with Section 409 of the Code or to otherwise avoid imposition of any additional tax or income recognition under Section 409A of the Code in connection with this grant of Restricted Stock Units; provided, however, that the Company makes no representation that this Agreement and the Restricted Stock Units granted hereunder will be exempt from, or will comply with, Section 409A of the Code, and makes no undertakings to preclude Section 409A of the Code from applying to this Agreement and the Restricted Stock Units granted hereunder or to ensure that it complies with Section 409A of the Code.

Assignment; Binding Effect. Subject to the limitations set forth in this Agreement, this Agreement shall be binding upon and inure to the benefit of the executors, administrators, heirs, legal representatives, and successors of the parties hereto; provided, however, that except to the limited extent that may be provided in Section 6, Grantee may not assign any of Grantee’s rights under this Agreement.

Damages. Grantee shall be liable to the Company for all costs and damages, including incidental and consequential damages, resulting from a disposition of the Restricted Stock Units which is not in conformity with the provisions of this Agreement.

Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, U.S.A., without regard to conflict of laws principles.

Notices. Except as provided in Section 21, all notices and other communications under this Agreement shall be in writing. Unless and until Grantee is notified in writing to the contrary, all notices, communications, and documents directed to the Company and related to the Agreement, if not delivered by hand, shall be mailed, addressed as follows:

Arbitration. Any controversy, dispute, or claim arising out of or relating to this Agreement shall be finally settled and binding arbitration administered by JAMS pursuant to its Employment Arbitration Rules and Procedures and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. A copy of the current JAMS Employment Arbitration Rules & Procedures are available from Human Resources upon request (including concurrently with your review and execution of this Agreement), online in English and Spanish at http://www.jamsadr.com/rules-employment-arbitration/, or by calling JAMS at ###-###-####. If the JAMS rules are inconsistent with the terms of this Section 13, the terms of this Section shall govern, unless prohibited by applicable law. Any arbitration shall be before a single arbitrator and shall be held in the jurisdiction where Grantee works for the Company or an Affiliate or last worked for the Company or an Affiliate. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. Grantee expressly agrees to waive any right to pursue or participate in any dispute on behalf of, or as part of, any class, representative or collective action, except to the extent such waiver is expressly prohibited by law. Accordingly, to the extent permitted by law, no dispute by the parties hereto shall be brought, heard or arbitrated as a class or collective action, and no party hereto shall serve as a member of any purported class, representative or collective proceeding, including without limitation pending but not certified class actions. Both the Company and Grantee agree that this Section 13 is enforceable under the Federal Arbitration Act, 9 U.S.C.

No Rights to Restricted Stock Units, Shares, or Employment. Other than with respect to the Restricted Stock Units granted pursuant to, and subject to, this Agreement, neither Grantee nor any other person shall have any claim or right to be issued Shares. Having received a grant of Restricted Stock Units under the Plan shall not give Grantee any right to receive any other grant under the Plan. This grant of Restricted Stock Units is not an employment contract and nothing in this grant of Restricted Stock Units shall be deemed to create in any way whatsoever any obligation on Grantee’s part to continue in the employ or service of the Company or an Affiliate (as applicable) or the Company or an Affiliate (as applicable) to continue Grantee’s employment or service relationship.

Entire Agreement; Modifications. The Company and Grantee agree that this Agreement is the complete and exclusive statement between the Company and Grantee regarding its subject matter and supersedes all prior proposals, communications, and agreements of the parties, whether oral or written, regarding the grant Restricted Stock Units to Grantee. Grantee expressly warrants that he or she is not accepting this Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. This grant of Restricted Stock Units and any Shares subject to the Restricted Stock Units, and the income from and value of same, are not part of normal or expected compensation for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, holiday pay, pension or retirement or welfare benefits or similar mandatory payments.

Additional Conditions to Issuance of Shares. If at any time the Company will determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any law (including any U.S. federal or state or any non-U.S. law), or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Grantee, such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company.

Administrator Authority. The Administrator will have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Stock Units have vested). All actions taken and all interpretations and determinations made by the

Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

Agreement Severable. In the event that any provision in this Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement.

Language. Grantee acknowledges and represents that Grantee is sufficiently proficient in the English language or has consulted with an advisor who is sufficiently proficient in English as to allow Grantee to understand the terms and conditions of this Agreement and any other documents related to the Plan. If Grantee has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different from the English version, the English version will control.

Electronic Delivery and Participation. The Company may, in its sole discretion, deliver any documents related to this Agreement or to participation in the Plan or to future awards that may be granted under the Plan by electronic means or to request Grantee’s consent to participate in the Plan by electronic means. Grantee hereby consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

Insider Trading Restrictions/Market Abuse Laws. Grantee acknowledges that he or she may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions including, but not limited to, the United States and Grantee’s country of residence, which may affect Grantee’s ability to directly or indirectly acquire, sell or attempt to sell Shares or rights to Shares (e.g., Restricted Stock Units) under the Plan during such times as Grantee is considered to have “insider information” regarding the Company (as defined by the laws in the applicable jurisdictions). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable insider trading policy of the Company. Grantee is responsible for ensuring compliance with any applicable restrictions and should consult his or her personal legal advisor on this matter.

Non-U.S. and Country-Specific Provisions. The Restricted Stock Units and any Shares subject to the Restricted Stock Units shall be subject to any special terms and conditions set forth in Exhibit C to this Agreement. Moreover, if Grantee relocates to one of the countries included in Exhibit C, the special terms and conditions for such country will apply to Grantee, to the extent the Company determines that the application of such terms and

Imposition of Other Requirements. The Company reserves the right to impose other requirements on Grantee’s participation in the Plan, on the Restricted Stock Units and on any Shares subject to the Restricted Stock Units, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require Grantee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

Waiver. Grantee acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by Grantee or any other grantee.

2000 Stock Plan (as Amended and Restated January 17, 2019)

Vesting Schedule

Non-U.S. and Country-Specific Provisions

You, the individual who has gained access to this Election (the “Employee”), who is employed by one of the employing companies listed in the attached schedule (the “Employer”) and who is eligible to receive Restricted Stock Units (“RSUs”) granted by Nuance Communications, Inc. pursuant to the terms and conditions of the Nuance Communications, Inc. 2000 Stock Plan, as amended (the “Plan”), and

Nuance Communications, Inc. of 1 Wayside Road, Burlington, Massachusetts 01803, United States (the “Company”), which may grant RSUs under the Plan and is entering into this Form of Election on behalf of the Employer.

This Election relates to RSUs granted by the Company to the Employee under the Plan on or after July 1, 2017.

the receipt of a benefit in connection with the RSUs, other than a benefit within (i) or (ii) above (within the meaning of section 477(3)(c) of ITEPA).

This Election does not apply in relation to any liability, or any part of any liability, arising as a result of regulations being given retrospective effect by virtue of section 4B(2) of either the SSCBA or the Social Security Contributions and Benefits (Northern Ireland) Act 1992.

This Election does not apply to the extent that it relates to relevant employment income which is employment income of the earner by virtue of Chapter 3A of Part VII of ITEPA (employment income: securities with artificially depressed market value).

The Employee hereby authorises the Company and/or the Employer to collect the Employer’s Liability in respect of any Relevant Employment Income from the Employee at any time after the Taxable Event:

by deduction from salary or any other payment payable to the Employee at any time on or after the date of the Taxable Event; and/or

directly from the Employee by payment in cash or cleared funds; and/or

by arranging, on behalf of the Employee, for the sale of some of the securities which the Employee is entitled to receive in respect of the RSUs; and/or

by any other means specified in the Restricted Stock Unit Agreement.

The Company hereby reserves for itself and the Employer the right to withhold the transfer of any securities in respect of the RSUs to the Employee until full payment of the Employer’s Liability is received.

The Company agrees to procure the remittance by the Employer of the Employer’s Liability to HM Revenue and Customs on behalf of the Employee within 14 days after the end of the UK tax month during which the Taxable Event occurs (or within 17 days after the end of the UK tax month during which the Taxable Event occurs, if payments are made electronically).

The Employee and the Company agree to be bound by the terms of this Election regardless of whether the Employee is transferred abroad or is not employed by the Employer on the date on which the Employer’s Liability becomes due.

the Employee and the Company agree in writing that it should cease to have effect;

on the date the Company serves written notice on the Employee terminating its effect;

on the date HM Revenue and Customs withdraws approval of this Election; or

after due payment of the Employer’s Liability in respect of the entirety of the RSUs to which this Election relates or could relate, such that the Election ceases to have effect in accordance with its terms.