definiens: ( within the meaning of Section 280 G of theCode and the regulations promulgated thereunder ), as determined immediately prior to the initiation of the 280 G Approval, and who, withrespect to the Company, reasonably might otherwise receive, have received, or have the right or entitlement to receive any parachutepayment under Section 280 G of the Code, pursuant to which Parachute Payment Waiver each such Person will agree, unless the 280GApproval has been obtained in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B ) of the Code and the regulationspromulgated thereunder, to waive any and all right or entitlement to the payments, acceleration of vesting and/or other benefits referred to inthis Section 5.1(e ) to the extent the value thereof exceeds 2.99 times such Person ’s base amount determined in accordance withSection 280 G of the Code and the regulations promulgated thereunder