Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 14, 2012, Nuance Communications, Inc. (the "Company") filed its definitive proxy statement relating to its annual meeting of stockholders to be held on January 25, 2013.

In response to shareholder feedback, the Company's Compensation Committee has affirmed its commitment to pay-for-performance as follows:

• The Company will align its fiscal 2013 Incentive for Pay bonus program to metrics that are separate from the goals established for the performance-based restricted stock units for all Executive Officers. Targets for Executive Officers' performance-based restricted stock units for fiscal 2013 have already been established; therefore, the Compensation Committee will not amend due to the adverse tax implications to the company.

• Future equity grants awarded to the CEO under the Company's plan will include a long-term total shareholder return (TSR) performance target component.

In addition to the above actions, effective with fiscal year 2013, the Executive Officers of the Company will no longer receive any tax gross-ups on their financial planning reimbursements and wellness benefits.

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