Nuance Communications Inc. (NUAN) filed a Form 8K - Director, Officer or Compensation Filing - with the U.S Securities and Exchange Commission on April 25, 2018.
As previously reported in the Current Report on Form 8-K filed by the Company on March 22, 2018, Paul Ricci terminated employment with the Company effective March 29, 2018 (the "Separation Date") and no longer is the Company's Chief Executive Officer.
In connection with Mr. Ricci's termination of employment, on April 19, 2018, the Company and Mr. Ricci entered into a Separation & Release Agreement (the "Separation Agreement") as provided in the Amended and Restated Employment Agreement between Mr. Ricci and the Company, effective November 17, 2016 (the "Employment Agreement"). The Employment Agreement previously was filed with the Commission on Form 8-K on November 17, 2016. Pursuant to the Separation Agreement, Mr. Ricci provided a full release of all claims in favor of the Company for matters related to Mr. Ricci's employment with the Company. As a result, Mr. Ricci became entitled to receive the severance payments and benefits provided under the Employment Agreement for a resignation with "good reason" under the Employment Agreement. As a condition to receiving the severance payments and benefits under the Employment Agreement, Mr. Ricci agreed to a twenty-four (24) month non-competition and non-solicitation covenant and to other covenants including continued protection of the Company's confidential information and non-disparagement of the Company and its employees and directors, all as provided in the Employment Agreement and/or Separation Agreement.
In addition, in connection with Mr. Ricci's departure, on April 25, 2018, the Company and Mr. Ricci expect to enter into an Advisor Agreement, pursuant to which Mr. Ricci will provide advisory services to the Board and the Company's incoming Chief Executive Officer, Mark Benjamin, relating to transition of Mr. Ricci's former role as Chief Executive Officer and other strategic business matters, as reasonably requested by the Board and Mr. Benjamin until March 29, 2019. Mr. Ricci will not receive cash, stock or other direct compensation or benefits for such services, although he will be provided use of an office and reasonable administrative and IT support as determined by the Company.
The foregoing descriptions are qualified in their entirety by reference to the full text of the Separation Agreement and the Advisor Agreement, copies of which will be filed as exhibits to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ending June 30, 2018.
The full text of this SEC filing can be retrieved at: sec.gov
Any exhibits and associated documents for this SEC filing can be retrieved at: sec.gov
Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares. |
