definiens: within the meaning ofRule 14d-10(d)(2 ) under the Exchange Act and the instructions thereto ( ) . The Company Board, at a meeting duly called and held, has determined that each of the members of the Compensation Committee of theCompany Board is an Independent Director . On or prior to the date hereof, the Compensation Committee of theCompany Board, at a meeting duly called and held, approved each Company Compensation Arrangement as an within the meaning of Rule 14d-10(d)(1)under the Exchange Act ( an ), and has taken all other action necessary tosatisfy the requirements of the non - exclusive safe - harbor with respect to such Company Compensation Arrangements inaccordance to Rule 14d-10(d)(2 ) under the Exchange Act . For purposes of this Agreement, means ( i ) any employment agreement, severance agreement or change of control agreement between theCompany, any Company Subsidiary or CPS, on the one hand, and any holder of Shares who is or was a director, officeror employee of the Company, any Company Subsidiary or CPS, on the other hand, entered into during the twelve(12 ) months immediately prior to the date hereof, and ( ii ) any Company Options awarded to, or any acceleration ofvesting of any Company Options held by, any holder of Shares who is or was a director, officer or employee of theCompany, any Company Subsidiary or CPS during the twelve ( 12 ) months immediately prior to the date hereof