Common use of Termination by AutoCo Other than During Change of Control Period Clause in Contracts

Termination by AutoCo Other than During Change of Control Period. If, following the Spin-Off, Executive’s employment with AutoCo and its subsidiaries is terminated by AutoCo other than for Cause and other than due to Executive’s death or Disability, and such termination occurs outside of the Change of Control Period, then, subject to Section 4 and the other provisions of this Agreement, Executive will receive the following severance payment and benefits: (i) Cash Severance. A lump sum cash severance payment equal to the sum of: (A) twelve (12) months’ of Executive’s base salary as in effect immediately prior to the termination date; and (B) a prorated target annual bonus for the fiscal year in which such termination occurs, determined by multiplying Executive’s target annual bonus by a fraction, the numerator of which is the number of days worked by Executive for AutoCo (or Nuance, if applicable) during such fiscal year and the denominator of which is three hundred and sixty-five (365).

Termination by AutoCo Other than During Change of Control Period. If, following the Spin-Off, Executive’s employment with AutoCo and its subsidiaries is terminated by AutoCo other than for Cause and other than due to Executive’s death or Disability, and such termination occurs outside of the Change of Control Period, then, subject to Section 4 and the other provisions of this Agreement, Executive will receive the following severance payment and benefits: (i) Cash Severance. A lump sum cash severance payment equal to the sum of: (A) twelve twenty-four (1224) months’ of Executive’s base salary as in effect immediately prior to the termination date; (B) one hundred percent (100%) of Executive’s target annual bonus for the fiscal year in which such termination occurs; and (BC) a prorated target annual bonus for the fiscal year in which such termination occurs, determined by multiplying Executive’s target annual bonus by a fraction, the numerator of which is the number of days worked by Executive for AutoCo (or Nuance, if applicable) during such fiscal year and the denominator of which is three hundred and sixty-five (365).