Common use of By Change of Control Clause in Contracts

By Change of Control. In the event of an acquisition of the Company or substantially all of the Company’s assets in connection with which your employment is either involuntarily terminated without cause or voluntarily terminated as a result of a material diminution in responsibilities, the Company shall pay you your full salary and bonus override through the date of termination and continuing for the twelve-month period following such date of termination at the rate in effect at the time notice of termination is given (the “Change of Control Severance Payment”), as well as all other unpaid amounts, if any, to which you are entitled as of the date of termination under any compensation plan or program of the Company, at the time such payments are due. Your eligibility for the Change of Control Severance Payment shall be conditioned on your agreement to the same non-competition obligations, if any, that are generally applicable to the Company’s senior executives in the event of termination upon such a change in control.