definiens: within the meaning of Rule 14d-10(d)(1 ) under the Exchange Act ( an ) ( A ) each Company Stock Plan, ( B ) the treatment of the Company Stock Options, Company RSUs andrights under the Company ESPP in accordance with the terms of this Agreement, the applicable Company Stock Planand any applicable Company Benefit Plans and Company Benefit Agreements, ( C ) the terms of Sections 6.04, 6.05and 6.06 of this Agreement and ( D ) each other Company Benefit Plan and Company Benefit Agreement, in each caseas in effect as of the date of this Agreement, which resolutions have not been rescinded, modified or withdrawn in anyway, and ( ii ) has taken all other actions necessary to satisfy the requirements of the non - exclusive safe harbor underRule 14d-10(d)(2 ) under the Exchange Act with respect to the foregoing arrangements and the Transactions . The HRCommittee is ( and was, at each time it acted as described in this Section 3.12 ) composed solely of within the meaning of Rule 14d-10(d)(1 ) under the Exchange Act