Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers

On June 30, 2021, the Compensation Committee of the Board of Directors (the "Committee") of Nuance Communications, Inc. (the "Company") approved agreements providing for the payment of cash bonuses to specified key employees (the "Stay Bonus Agreements") in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of April 11, 2021 (the "Merger Agreement") by and among the Company, Microsoft Corporation and Big Sky Merger Sub Inc.



Under the Stay Bonus Agreements, the following cash bonus payments (each a "Stay
Bonus") will be paid to each of the named executive officers of the Company
below:



Name of Executive                         Position                         Stay Bonus Amount
Dan Tempesta        Executive Vice President, Chief Financial Officer         $1,000,000
Robert Dahdah       Executive Vice President, Chief Revenue Officer           $3,000,000
Joe Petro           Executive Vice President, Chief Technology Officer        $4,000,000
Robert Weideman     Executive Vice President and GM, Enterprise Division      $1,000,000

The Stay Bonus will be paid to the named executive officers listed above as soon as administratively possible following the closing of the transactions contemplated by the Merger Agreement (the "Closing"). Payment of the Stay Bonus is contingent on the named executive officer demonstrating full engagement, active leadership, and continued employment in good performance standing through the Closing. If at any time prior to the first anniversary of the Closing, the named executive officer's employment terminates due to termination by the Company for "cause" or by the named executive officer without "good reason" (as such terms are defined in the change of control and severance agreement between the Company and the named executive officer), the named executive officer will be required to reimburse the Company a pro rata portion of the Stay Bonus.

The Committee approved Stay Bonus Agreements for certain other specified key employees in addition to the named executive officers listed above.

A copy of the form of the Stay Bonus Agreement is filed herewith as Exhibit 10.1 and is incorporated by reference herein. The foregoing description of the terms of the Stay Bonus Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such exhibit.

Item 9.01 Financial Statements and Exhibits.




(d)  Exhibits.



Exhibit
  No.       Description

10.1          Form of Stay Bonus Agreement

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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