CERENCE INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 26, 2023 1.50% Convertible Senior Notes due 2028Indenture • June 26th, 2023 • Cerence Inc. • Services-prepackaged software • New York
INDENTURE dated as of June 26, 2023 between CERENCE INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 19th, 2019 • Cerence Inc. • Services-prepackaged software • Delaware
THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made and entered into this [•] day of [•], between Cerence Inc., a Delaware corporation (the "Company") and [•] ("Indemnitee").
CREDIT AGREEMENT dated as of June 12, 2020 CERENCE INC., as Borrower, THE LENDERS AND ISSUING BANKS PARTY HERETO, WELLS FARGO BANK, N.A., as Administrative Agent, WELLS FARGO SECURITIES, LLC, and SUNTRUST ROBINSON HUMPHREY, INC. as Joint Lead...Credit Agreement • June 17th, 2020 • Cerence Inc. • Services-prepackaged software • New York
CREDIT AGREEMENT, dated as of June 12, 2020 (this “Agreement”), among CERENCE INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto from time to time, and WELLS FARGO BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders and Collateral Agent for the Secured Parties.
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • November 29th, 2022 • Cerence Inc. • Services-prepackaged software • New York
CREDIT AGREEMENT, dated as of June 12, 2020 (this “Agreement”), among CERENCE INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto from time to time, and WELLS FARGO BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders and Collateral Agent for the Secured Parties.
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 10th, 2024 • Cerence Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________________[Date], 2024 by and between _____________________Cerence Inc., a Delaware corporation (the “Company”), and ____________[Name of Indemnitee] (“Indemnitee”).
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • April 15th, 2024 • Cerence Inc. • Services-prepackaged software • New York
CREDIT AGREEMENT, dated as of June 12, 2020 (this “Agreement”), among CERENCE INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto from time to time, and WELLS FARGO BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders and Collateral Agent for the Secured Parties.
TRANSITION SERVICES AGREEMENT by and between NUANCE COMMUNICATIONS, INC. and CERENCE OPERATING COMPANY Dated as of September 30, 2019Transition Services Agreement • October 2nd, 2019 • Cerence Inc. • Services-prepackaged software • Delaware
TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of September 30, 2019, by and between Nuance Communications, Inc., a Delaware corporation (“Nuance”), and Cerence Operating Company, a Delaware corporation (“Cerence Subsidiary”).
SEPARATION AND DISTRIBUTION AGREEMENT by and between Nuance Communications, Inc. and Cerence Inc. Dated as of September 30, 2019Separation and Distribution Agreement • October 2nd, 2019 • Cerence Inc. • Services-prepackaged software • Delaware
SEPARATION AND DISTRIBUTION AGREEMENT, dated as of September 30, 2019, by and between Nuance Communications, Inc., a Delaware corporation (“Nuance”), and Cerence Inc., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
TAX MATTERS AGREEMENT BY AND BETWEEN NUANCE COMMUNICATIONS, INC. AND CERENCE INC. DATED AS OF September 30, 2019Tax Matters Agreement • October 2nd, 2019 • Cerence Inc. • Services-prepackaged software • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of September 30, 2019, by and between Nuance Communications, Inc., a Delaware corporation (“Parent”), and Cerence Inc., a Delaware corporation (“SpinCo”) (collectively, the “Companies” and each, a “Company”).
INTELLECTUAL PROPERTY AGREEMENT by and between Nuance Communications, Inc. and Cerence Inc. Dated as of September 30, 2019Intellectual Property Agreement • October 2nd, 2019 • Cerence Inc. • Services-prepackaged software • Delaware
INTELLECTUAL PROPERTY AGREEMENT, dated as of September 30, 2019 (this “Agreement”), by and between NUANCE COMMUNICATIONS, INC., a Delaware corporation (“Nuance”), and CERENCE INC., a Delaware corporation (“SpinCo”).
NUANCE COMMUNICATIONS, INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENTChange of Control and Severance Agreement • August 21st, 2019 • Cerence LLC • Services-prepackaged software • Massachusetts
This Change of Control and Severance Agreement (the “Agreement”) is made and entered into by and between Mark Gallenberger (“Executive”) and Nuance Communications, Inc., a Delaware corporation (“Nuance”), effective as of the later of (i) the latest date on the signature page of this Agreement or (ii) the date Executive’s employment with the Company commences (the “Effective Date”).
TRANSITIONAL TRADEMARK LICENSE AGREEMENT by and between Nuance Communications, Inc. and Cerence Inc. Dated as of September 30, 2019Transitional Trademark License Agreement • October 2nd, 2019 • Cerence Inc. • Services-prepackaged software • Delaware
TRANSITIONAL TRADEMARK LICENSE AGREEMENT, dated as of September 30, 2019 (this “Agreement”), by and between NUANCE COMMUNICATIONS, INC., a Delaware corporation (“Licensor”), and CERENCE INC., a Delaware corporation (“Licensee”).
CERENCE INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENTChange of Control and Severance Agreement • May 10th, 2024 • Cerence Inc. • Services-prepackaged software • Delaware
This Change of Control and Severance Agreement (the “Agreement”) is made and entered into by and between Daniel Tempesta (“Executive”) and Cerence Inc., a Delaware corporation (the “Company”), effective as of the later of (1) the latest date on the signature page of this Agreement and (ii) the date Executive’s employment with the Company commences (the “Effective Date”).
EMPLOYEE MATTERS AGREEMENT By and Between NUANCE COMMUNICATIONS, INC. and CERENCE INC. Dated as of September 30, 2019Employee Matters Agreement • October 2nd, 2019 • Cerence Inc. • Services-prepackaged software
EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of September 30, 2019, by and between Nuance Communications, Inc., a Delaware corporation (“Nuance”), and Cerence Inc., a Delaware corporation (“SpinCo” and, together with Nuance, the “Parties”).
CERENCE INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • August 21st, 2019 • Cerence LLC • Services-prepackaged software
This agreement, including any appendix, exhibit and/or addendum hereto (collectively, this “Agreement”), evidences an award (the “Award”) of restricted stock units granted by Cerence Inc., a Delaware corporation (the “Company”), to the individual named above (the “Participant”), pursuant to and subject to the terms of the Cerence Inc. 2019 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
SUBSIDIARY GUARANTEE AGREEMENT dated and effective as of June 12, 2020 among The Subsidiaries of Cerence Inc. Named Herein andSubsidiary Guarantee Agreement • June 17th, 2020 • Cerence Inc. • Services-prepackaged software • New York
This SUBSIDIARY GUARANTEE AGREEMENT, dated as of June 12, 2020 (as amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”), by and among each Subsidiary listed on the signature page hereof and each other Subsidiary that becomes a party hereto after the date hereof (collectively, the “Subsidiary Guarantors”) and WELLS FARGO BANK, N.A., as administrative agent (in such capacity, together with any successors and permitted assigns thereto, the “Administrative Agent”) for the Secured Parties.
Cerence Inc. Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • November 19th, 2020 • Cerence Inc. • Services-prepackaged software
This agreement, including any appendix, exhibit and/or addendum hereto (collectively, this “Agreement”), evidences an award (the “Award”) of restricted stock units granted by Cerence Inc., a Delaware corporation (the “Company”), to the individual named above (the “Participant”), pursuant to and subject to the terms of the Cerence Inc. 2019 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
COLLATERAL AGREEMENT dated and effective as of June 12, 2020 among CERENCE INC., as Borrower, each Subsidiary Loan Party party hereto and WELLS FARGO BANK, N.A., as Collateral AgentCollateral Agreement • June 17th, 2020 • Cerence Inc. • Services-prepackaged software • New York
COLLATERAL AGREEMENT dated and effective as of June 12, 2020 (this “Agreement”), is among CERENCE INC. (the “Borrower”), each Subsidiary of the Borrower party hereto and WELLS FARGO BANK, N.A., as collateral agent for the Secured Parties referred to herein (together with its successors and assigns in such capacity, the “Collateral Agent”).
Cerence Inc. Performance-Based Restricted Stock Unit Award AgreementPerformance-Based Restricted Stock Unit Award Agreement • November 19th, 2020 • Cerence Inc. • Services-prepackaged software
This agreement, including any appendix, exhibit and/or addendum hereto (collectively, this “Agreement”), evidences an award (the “Award”) of performance-based restricted stock units granted by Cerence Inc., a Delaware corporation (the “Company”), to the individual named above (the “Participant”), pursuant to and subject to the terms of the Cerence Inc. 2019 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
CERENCE INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENTPerformance-Based Restricted Stock Unit Award Agreement • August 21st, 2019 • Cerence LLC • Services-prepackaged software
This agreement, including any appendix, exhibit and/or addendum hereto (collectively, this “Agreement”), evidences an award (the “Award”) of performance-based restricted stock units granted by Cerence Inc., a Delaware corporation (the “Company”), to the individual named above (the “Participant”), pursuant to and subject to the terms of the Cerence Inc. 2019 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
CERENCE INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENT - NEOChange of Control and Severance Agreement • December 19th, 2019 • Cerence Inc. • Services-prepackaged software • California
This Change of Control and Severance Agreement (the “Agreement”) is made and entered into by and between _________ (“Executive”) and Cerence Inc., a Delaware corporation (the “Company”), effective as of the later of (i) the latest date on the signature page of this Agreement and (ii) the date Executive’s employment with the Company commences (the “Effective Date”).
CERENCE INC. CHANGE OF CONTROL EQUITY ACCELERATION AGREEMENT—CEOChange of Control Equity Acceleration Agreement • June 24th, 2022 • Cerence Inc. • Services-prepackaged software • Delaware
This Change of Control Equity Acceleration Agreement (the “Agreement”) is made and entered into by and between Stefan Ortmanns (“Executive”) and Cerence Inc., a Delaware corporation (the “Company”), effective as of the latest date on the signature page of this Agreement (the “Effective Date”).
TRANSITIONAL SERVICES AGREEMENTTransitional Services Agreement • May 10th, 2022 • Cerence Inc. • Services-prepackaged software • Massachusetts
This Transitional Services Agreement (this “Agreement”) is entered into between Leanne Fitzgerald (the “Executive”) and Cerence Inc., a Delaware corporation (the “Company,” and together with the Executive, the “Parties”).
TRANSITIONAL SERVICES AND RETIREMENT AGREEMENTTransitional Services and Retirement Agreement • May 10th, 2022 • Cerence Inc. • Services-prepackaged software • Massachusetts
This Transitional Services and Retirement Agreement (this “Agreement”) is entered into between Mark Gallenberger (the “Executive”) and Cerence Inc., a Delaware corporation (the “Company,” and together with the Executive, the “Parties”).
CERENCE INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENTChange of Control and Severance Agreement • December 3rd, 2024 • Cerence Inc. • Services-prepackaged software • Massachusetts
This Change of Control and Severance Agreement (the “Agreement”) is made and entered into by and between Antonio Rodriquez (“Executive”) and Cerence Inc., a Delaware corporation (the “Company”), effective as of the later of (i) the latest date on the signature page of this Agreement and (ii) the date Executive’s employment with the Company commences (the “Effective Date”).
CERENCE GMBH CHANGE OF CONTROL AND SEVERANCE AGREEMENT—CEOChange of Control and Severance Agreement • June 24th, 2022 • Cerence Inc. • Services-prepackaged software
This Change of Control and Severance Agreement (the “Agreement”) is made and entered into by and between Stefan Ortmanns (“Executive”) and Cerence GmbH (the “Company”), effective as of the latest date on the signature page of this Agreement (the “Effective Date”).
TRANSITIONAL SERVICES AND ADVISORY AGREEMENTTransitional Services and Advisory Agreement • May 9th, 2023 • Cerence Inc. • Services-prepackaged software • Massachusetts
This Transitional Services and Advisory Agreement (this “Agreement”) is entered into between Prateek Kathpal (the “Executive”) and Cerence Inc., a Delaware corporation (the “Company,” and together with the Executive, the “Parties”).
June 7, 2024Promotion Agreement • August 9th, 2024 • Cerence Inc. • Services-prepackaged software
Congratulations! It is with great pleasure that I confirm the offer to promote you to the position of Executive Vice President – Chief Administrative Officer of Cerence, Inc. (“Cerence” or the “Company”). This offer is contingent on you entering into this letter agreement and satisfying the Terms and Conditions set forth below.
CERENCE INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENTChange of Control and Severance Agreement • February 8th, 2021 • Cerence Inc. • Services-prepackaged software • Texas
This Change of Control and Severance Agreement (the “Agreement”) is made and entered into by and between Sanjay Dhawan (“Executive”) and Cerence, Inc., a Delaware corporation (“Cerence” or the “Company”), effective as of February 3, 2021 (the “Effective Date”). The Agreement replaces and supersedes the Change of Control and Severance Agreement between Executive and the Company (together with Nuance Communications, Inc.) that became effective July 11, 2019 and remained in effect until February 3, 2021.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • December 21st, 2020 • Cerence Inc. • Services-prepackaged software • New York
AMENDMENT NO. 1, dated as of December 17, 2020 (this “Amendment”), to the Credit Agreement, dated as of June 12, 2020 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Credit Agreement”), among Cerence Inc., a Delaware corporation (the “Borrower”), the lenders from time to time party thereto (the “Lenders”), Wells Fargo Bank, N.A., as Administrative Agent (the “Administrative Agent”), and the other parties named therein.
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • February 8th, 2022 • Cerence Inc. • Services-prepackaged software • Texas
This Separation and Release Agreement (“Agreement”) is made by and between Sanjay Dhawan (“Executive”) and Cerence, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
CERENCE INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENTChange of Control and Severance Agreement • October 7th, 2024 • Cerence Inc. • Services-prepackaged software • Delaware
This Change of Control and Severance Agreement (the “Agreement”) is made and entered into by and between Brian Krzanich (“Executive”) and Cerence Inc., a Delaware corporation (the “Company”), effective as of the later of (i) the latest date on the signature page of this Agreement and (ii) the date Executive’s employment with the Company commences (the “Effective Date”).
