0001564590-19-046399 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification 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").

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Cerence Inc. Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement • December 19th, 2019 • 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.

Cerence Inc. Performance-Based Restricted Stock Unit Award Agreement
Award Agreement • December 19th, 2019 • 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. CHANGE OF CONTROL AND SEVERANCE AGREEMENT - NEO
Control and Severance Agreement - Neo • 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”).

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