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Exhibit 10.29
NUANCE COMMUNICATIONS, INC. ONE WAYSIDE ROAD
781 565 5000
BURLINGTON, MA 01803
NUANCE.COM
(NUANCE LOGO)
September 25, 2006
Don Hunt
105 Reservation Road
Andover, MA 01810
Dear Don:
Congratulations! It is with great pleasure that I confirm our
employment offer,
in the position of Sr. Vice President, Global Sales, reporting to
Paul Ricci,
Chief Executive Officer of Nuance Communications, Inc. The
anticipated start
date for your new position is October 10, 2006. At the next
Nuance
Communications Board of Directors meeting following your start
date, I will
recommend to the Board that you be appointed an Executive
Officer.
Your starting annual base salary will be $350,000.00 paid on a
semi-monthly
basis. In addition to your base salary, you will be eligible for a
variable
incentive opportunity with an annual target of $300,000.00,
pro-rated in the
first year based on your date of hire. For Q107 your variable
opportunity will
be guaranteed at 100% of target. Your incentive plan will be tied
to revenue
achievement and associated expense budget targets.
Once you have accepted our offer, I will recommend that the
Nuance
Communications Compensation Committee grant you a new hire stock
option for
400,000 shares, with a four year vesting schedule (25% cliff after
one year and
monthly thereafter) so long as you remain a Nuance employee. I will
also
recommend that the Nuance Communications Compensation Committee
grant you three
(3) time-based vesting restricted stock awards and one (1)
performance based
vesting restricted stock award. Assuming approval, the time-based
awards will be
as follows: 1) 150,000 shares with a three year vesting schedule
(1/3 each year)
so long as you remain a Nuance employee; 2) an award for a number
of shares
equal to $600,000 divided by the closing price on the date of grant
which will
vest 100% on December 2, 2006 so long as you remain a Nuance
employee; and 3)
225,000 shares with three year cliff vesting (assuming continued
employment with
Nuance), with opportunities for acceleration of 50% in fiscal year
2007 and 50%
in fiscal year 2008, should you achieve certain Board approved
financial targets
(measured on September 30, 2007 and 2008, respectively). The
performance-based
award will consist of 225,000 shares, which will vest in 1/3
increments, if
ever, upon the achievement of certain Board approved financial
targets at the
end of fiscal years 2007, 2008 and 2009. If achievement is not met
or you
terminate employment before vesting, you will not vest in the
installment for
the applicable measurement period and that portion of the award
will lapse.
You will be eligible for a sign-on bonus totaling $100,000 that
will be paid to
you at the first payroll cycle following the first date of your
employment. The
bonus payment will
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be subject to the usual required withholding. Should you
voluntarily terminate
employment or are terminated for cause within one year from your
date of hire,
the bonus will be refunded to the Company.
Should your employment with the company be terminated involuntarily
by the
Company for any reason other than cause, death or disability, you
will be
eligible to receive twelve months base salary & COBRA coverage
if you execute
the Company's specified severance agreement (including, among other
things, a
full release of claims and non-c
