definiens: means, without duplication of any amounts included within the definition of Seller TransactionExpenses, ( a ) any bonus, retention, change in control, severance or other payment or other form of compensation that becomes payable bythe Company to any Company Personnel or other Persons solely in connection with the execution and delivery of this Agreement or theconsummation of the Merger or the transactions contemplated thereby, including pursuant to any employment agreement, consultingagreement, advisory agreement, benefit plan or any other Contract, ( b ) payments to any Company Personnel in lieu of promised grants ofCompany Options other than grants of Company RSU Awards, ( c ) the change in control bonus payments identified on Schedule 1.1 - A of theDisclosure Schedule, ( d ) the Employer Tax Amount payable on or triggered by the payment of the Closing Consideration to the CompanyAward Holders, and ( e ) the Employer Tax Amount payable on or triggered by any payment described in clauses ( a ) through ( c ) above;provided, however, that in no event shall Change of Control Payments include any Severance Obligations