definiens: means all amounts payable pursuan t to ( a ) any Transaction Bonus Plan or ( b ) any other change in control bonus plan, severance plan, change of control, retention or similar arrangemen t of the Company or any Subsidiary, in each case of this cla use ( b ) payable in connection with the transactions contemplated by this Agreement or upon related, con current or subsequent employment termination, or in combination with any other event, plus all deductio ns at source at other amounts required to be withhe ld and the employer ’s share of Taxes payable with respect to ( i ) all such amounts described in the foregoing clau ses ( a ) and ( b ) and ( ii ) any exercise of or payments with respe ct to Company Options or Company RSUs outstanding o r issuance of Restricted Stock at any time prior to t he Closing ; provided, that amounts payable pursuant to the agreements set forth on Section 7E of the Company D isclosure Schedule shall be deemed to not constitut e under this definition