definiens: ( as defined inSection 280G(c ) of the Code ) who has received or may receive any payment or benefits that would constitute a ( within the meaning of Section 280G(b)(2)(A ) of the Code ) a waiver of such disqualifiedindividual ’s rights to some or all of such payments or benefits ( the ) so that all remainingpayments and/or benefits, if any, shall not be ( within the meaning of Section 280 G ofthe Code ) and ( ii ) if such waiver is obtained, submit to a vote of the Company Shareholders entitled to vote ( in amanner which satisfies all applicable requirements of Section 280G(b)(5)(B ) of the Code and the Treasury Regulationsthereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations ) the rights of any such to receive the Waived 280 G Benefits