0000950135-09-000797 Sample Contracts

NUANCE COMMUNICATIONS, INC. EMPLOYMENT AGREEMENT
Employment Agreement • February 9th, 2009 • Nuance Communications, Inc. • Services-prepackaged software • Massachusetts

This Agreement originally made by and between Nuance Communications, Inc. (the “Company”) and Paul A. Ricci (the “Executive”) effective as of August 11, 2006 (the “Effective Date”), is hereby amended and restated solely to comply with Section 409A of the Internal Revenue Code of 1986 (the “Code”) as of December 29, 2008.

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THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
Stockholders Agreement • February 9th, 2009 • Nuance Communications, Inc. • Services-prepackaged software • Delaware

This THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (the “Agreement”) is made as of January 29, 2009 by and among Nuance Communications, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), Warburg Pincus Private Equity VIII, L.P., Warburg Pincus Netherlands Private Equity VIII C.V. I, and WP-WPVIII Investors, L.P. (collectively, the “WP VIII Purchasers”), and Warburg Pincus Private Equity X, L.P. and Warburg Pincus X Partners, L.P. (collectively, the “WP X Purchasers” and together with the WP VIII Purchasers, the “Purchasers”).

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