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.
(a) Financial Statements of Business Acquired

Not Applicable

(b) Pro Forma Financial Information

Not Applicable

(c) Shell Company Transactions

Not Applicable

(d) Exhibits

99.1 Employment Agreement dated June 23, 2009 by and between the Company and Paul A. Ricci.

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