Cerence(CRNC) - 2024 Q4 - Annual Results

Change of Control and Severance Agreement This agreement outlines the terms of an executive's employment and severance, detailing benefits under various termination scenarios, conditions for receipt, and tax compliance Introduction and Term of Agreement This section establishes the at-will employment terms and severance agreement between the executive and the company, noting potential supersession by a broader plan - The agreement aims to ensure the executive's continued dedication and objectivity, especially during a potential Change of Control[2] - The executive's employment is explicitly defined as at-will under applicable law[3] - The agreement terminates if the Company implements a new executive severance plan with at least as favorable economic terms, and the Executive participates[3] Severance Benefits This section details severance packages for the executive under various termination scenarios, differentiating benefits based on the timing relative to a Change of Control Termination Outside the Change of Control Period This outlines the severance package for termination without Cause outside a Change of Control Period, including cash, pro-rated bonus, equity vesting, and health benefits Severance Package (Outside Change of Control Period) | Benefit Category | Details | | :--- | :--- | | Cash Severance | Lump sum equal to 150% of annual base salary | | Bonus Severance | Lump sum equal to 150% of target bonus, plus a pro-rated target bonus for the current fiscal year | | Time-Based Equity | Vesting of awards scheduled to vest within the 18-month period following termination | | Performance-Based Equity | Vesting of earned awards for completed performance periods. A pro-rated portion of certain 3-year awards may remain eligible to be earned based on actual performance | | Health Benefits | Company pays COBRA premiums for up to 18 months or until new employer coverage is obtained | Termination During the Change of Control Period This details the enhanced severance package for termination without Cause or resignation for Good Reason during a Change of Control Period Severance Package (During Change of Control Period) | Benefit Category | Details | | :--- | :--- | | Cash Severance | Lump sum equal to 200% of annual base salary (or pre-Change of Control salary, if greater) | | Bonus Severance | Lump sum equal to 200% of target bonus, plus a pro-rated target bonus for the current fiscal year (using the greater of current or pre-Change of Control target) | | Time-Based Equity | 100% of outstanding and unvested time-based awards will become fully vested | | Performance-Based Equity | Awards vest based on actual performance through the termination date, or at target if performance is not measurable | | Health Benefits | Company pays COBRA premiums for up to 18 months or until new employer coverage is obtained | Other Termination Scenarios and Provisions This clarifies severance outcomes for voluntary resignation, termination for Cause, death, or disability, and confirms payment of accrued benefits - No severance, benefits, or accelerated vesting are provided for voluntary resignation (without Good Reason during a Change of Control Period) or termination for Cause[15] - Upon termination due to death or Disability, 100% of unvested time-based awards will vest, and a pro-rated portion of performance awards may be earned[16] - This agreement's severance provisions are the exclusive remedy, superseding any other severance rights the executive may have with the Company[19] Conditions to Receipt of Severance This section outlines conditions for receiving severance, primarily requiring the executive to sign an irrevocable separation agreement and comply with confidentiality terms - Receipt of severance requires the executive to sign, not revoke, and comply with a Company-provided separation agreement[21] - The separation agreement must become effective and irrevocable within 60 days of termination, or all severance benefits are forfeited[21] - The executive must also comply with their Confidential Information, Inventions, and Non-Compete Agreement[22] Tax Compliance and Payment Limitations This section addresses compliance with Section 409A and 280G of U.S. tax law, including payment delays for specified employees and a "best net" approach for parachute payments - To comply with Section 409A, payments to a "specified employee" may be delayed for six months and one day post-separation[23] - If severance benefits are "parachute payments" under Section 280G, they will be paid in full or reduced to maximize the executive's after-tax benefit[26] - Parachute payment reductions will prioritize cash payments, then cancellation of recent equity awards, then accelerated vesting[26] Definition of Terms This section defines key terms like "Cause," "Change of Control," "Change of Control Period," and "Good Reason" to ensure agreement clarity - Cause: Includes dishonesty, fraud, breach of fiduciary duty, felony conviction, gross negligence, material policy breach, or repeated failure to perform duties[28] - Change of Control Period: The one-year period commencing upon a Change of Control event[29] - Good Reason: Encompasses material reduction in duties or compensation, required relocation, or Company's material breach, requiring executive notice and a 30-day cure period[30] Miscellaneous Provisions This section covers standard legal clauses, including non-assignability, notice procedures, automatic resignation, clawback provisions, and governing law - Upon termination, the executive is deemed to have resigned from all officer and director positions within the Company and its affiliates[34] - The executive has no duty to mitigate severance payments, which will not be reduced by other earnings[35] - This agreement supersedes all prior severance agreements and its equity acceleration provisions supersede outstanding equity award vesting terms[36] - All payments are subject to clawback under any applicable Company policy[37] - The agreement is governed by the laws of the State of Delaware[37]