Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
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On April 8, 2019, Nuance Communications, Inc. (the Company),
announced the appointment of Robert Dahdah as the Companys Executive Vice President and Chief Revenue Officer, effective April 15, 2019.
Mr. Dahdah, 51 years old, has nearly 30 years of experience in global sales. He joins the Company from Benefitfocus, Inc., a global provider of
SaaS-based benefits platforms, where he led the companys global sales organization as Executive Vice President, Global Sales and Marketing. Prior to joining Benefitfocus in 2017, he was Senior Vice President, Global Sales of Verizon
Communications, Inc.s Verizon Connect business since its acquisition of Fleetmatics Group, PLC in 2016, Senior Vice President, Global Sales of Fleetmatics since 2016, Senior Vice President, Global Sales for Insurance and Risk at Fidelity
National Information Services, Inc. (FIS) since 2015 and Senior Vice President, Global Sales at SunGard in 2015 until its acquisition by FIS, and, from 1994-2015, held progressively senior positions at ADP, most recently Senior Vice President Sales,
Global Enterprise Solutions International.
The terms of Mr. Dahdahs offer letter provide for, among other things: (i) a
one-time
signing bonus of $500,000, of which $200,000 is payable upon the start of employment and $300,000 is payable on the
one-year
anniversary thereof; (ii) an annual
base salary of $485,000; (iii) an annual incentive compensation target of 75% of annual base salary, (iv) a
one-time
$2.5 million make-whole grant of restricted stock units, (v) an annual
long-term incentive compensation target of $1.7 million, and (vi) a
lump-sum
relocation allowance of $150,000.
Additionally, Mr. Dahdah will be eligible to participate in the benefit programs generally available to employees of the Company.
A copy of the press release relating to Mr. Dahdahs appointment is filed as Exhibit 99.1 to this
Form 8-K.