definiens: mean ( a ) any amounts that are payable to any current or former director, officer, employeeor consultant of the Company on or prior to the Effective 3Time ( or, with respect to payments that are payable in exchange for a release of claims executed by a current or formerdirector, officer, employee or consultant of the Company at the Effective Time, payable upon the effectiveness of any suchrelease of claims ) as a result of the execution and delivery of this Agreement or the consummation of the Merger, whetherpursuant to any Benefit Plan, severance policy of the Company or an individual employment, severance or change - in - controlContract or otherwise, including any amounts arising out of the payment of the foregoing ( such as, without limitation, FICA)and ( b ) any Indebtedness of any such Person owed to the Company or any of its Subsidiaries that is forgiven at or prior to theEffective Time as a result of the Merger ; provided, however, that shall not include ( i ) amountspaid or payable to any such Person in his or her capacity as an Equityholder hereunder for exchange or cancellation ofCompany Options pursuant to the terms hereof, or ( ii ) amounts paid or payable following the Effective Time pursuant to theEmployment Agreements