definiens: ( as such term is defined in TreasuryRegulations Section 1.280G–1 ) in connection with the transactions contemplated by this Agreement under allemployment, severance and termination agreements, other compensation arrangements and Company Planscurrently in effect, assuming that the individual ’s employment with the Company or the Company Subsidiaries isterminated immediately following either the Acceptance Time and/or the Effective Time, ( B ) the grant dates, exercise prices and vesting schedules applicable to each Company Option granted to the individual and ( C ) the ( as defined in Section 280G(b)(e ) of the Code ) for each such individual as of the date of thisAgreement . Except as set forth on Section 5.11(g ) of the Company Disclosure Schedule, neither the Company norany Company Subsidiary has any indemnity obligation on or after the Effective Time for any Taxes imposed underSection 4999 or 409A of the Code