Compensation Arrangements for 2013 and Equity Grants for Certain Executive Officers

On February 14, 2013, the Compensation Committee (the "Compensation Committee") of the Board of Directors (the "Board") of Audience, Inc. (the "Company") approved the calendar year 2013 compensation arrangements of and the grants of stock options and restricted stock units ("RSUs" and together with stock options, the "Equity Grants") to certain executive officers of the Company. On February 15, 2013, based on the recommendation of the Compensation Committee, the Board approved 2013 compensation arrangements of and the Equity Grants to Peter B. Santos. The 2013 compensation arrangements for and Equity Grants to such executive officers are as follows:

                                                                          Number of
                                                                      Shares Subject to      Stock
                                                                        Stock Options       Option
                                                          Bonus          Approved on       per Share
                                         Base Salary    Target for     February 14 and     Exercise     Number
Name                                      for 2013         2013           15, 2013           Price      of RSUs
Peter B. Santos                           $375,000         100%          264,000(1)         $14.28      32,000
President and Chief Executive Officer
Kevin S. Palatnik                          315,000          50             33,000            14.42      12,000
Chief FinancialOfficer
Andrew J. Micallef                         255,000          50             25,000            14.42      10,000
Vice President of Customer
Engineering and Operations
Thomas Spade                               235,000          70             30,000            14.42      12,000
Vice President of Sales

(1) Consists of a Base Option Grant of 84,000 shares and a Performance Option Grant of 180,000 shares.

The base salaries listed for the executive officers in the table above are effective as of February 16, 2013.

The bonus targets specified for the executive officers in the table above are for use under the Company's 2012 Executive Incentive Compensation Plan. Bonuses are funded based upon the Company's achievement of financial performance objectives with the key metrics being: (i) GAAP Revenue and (ii) Non-GAAP Operating Income. In his discretion, the Company's chief executive officer may make up to a twenty percent increase or decrease of an executive officer's bonus (other than the chief executive officer's own bonus) based on his subjective determination of the executive officer's individual achievement during the year.

The shares subject to the Base Option Grant awarded to Mr. Santos began vesting on February 15, 2013, and the shares subject to the stock options awarded to the Company's other executive officers listed in the

The vesting of the shares subject to the Performance Grant awarded to Mr. Santos is contingent on an increase of the Company's stock price. The Company's stock trading at or above $25, $30, $35 and $40 for 30 trading days, in each such instance, will begin a vesting period for 45,000 of the shares under the Performance Grant whereby each tranche vests as to 1/12th of the shares per month for 12 months. The Performance Grant was granted under the 2011 Plan.

The RSUs listed in the table above granted to Mr. Santos began vesting on February 15, 2013, and the remaining RSUs listed in the table above began vesting on February 14, 2013. 12.5% of the RSUs listed in the table above will become vested on August 14, 2013, and 12.5% of the RSUs will vest every six months thereafter, subject to the executive officer's continuous status as a service provider. The RSUs were granted under the 2011 Plan.