Termination Other than During Change of Control Period. If Executive’s employment with the Company and its subsidiaries is terminated by the Company other than for Cause and for a reason other than due to Executive’s death or Disability (as defined in Section 3(e) below), and such termination occurs outside the Change of Control Period, then, subject to Section 4 and the other provisions of this Agreement, Executive will receive from the Company:
Termination Other than During Change of Control Period. If Executive’s employment with the Company and its subsidiaries is terminated by the Company or a subsidiary other than for Cause and for a reason other than due to Executive’s death or absence from work due to a disability for a period in excess of one hundred and eighty (180) days in any twelve (12)-month period that qualifies for benefits under a long-term disability program of the Company or its applicable subsidiary (“Disability”), and such termination occurs outside the Change of Control Period, then, subject to Section 3 and the other provisions of this Agreement, Executive will receive:
Termination Other than During Change of Control Period. If Executive’s employment with Cerence and its subsidiaries is terminated outside of the Change of Control Period by (i) Cerence other than for Cause, or (ii) Executive for Good Reason, and in all cases other than due to Executive’s death or Disability, 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) twenty-four (24) 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
(C) 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 the Company during such fiscal year and the denominator of which is three hundred and sixty-five (365).
