definiens: ( as defined in TreasuryRegulation 1.280 G ) with respect to the Company an agreement, in form andsubstance reasonably satisfactory to Parent, to waive that portion of anyparachute payments payable to such individual that may be subject to excisetaxes imposed under Section 4999 of the Code, provided that such waiver shall beeffective only if the required vote of Shareholders contemplated by clause ( ii)below is not obtained, and ( ii ) obtain approval by more than 75 percent of thevoting power of all outstanding stock of the Company in compliance with therequirements of Section 280G(b)(5)(B ) of the Code of any payment of the amountswaived pursuant to clause ( i ) . In the absence of such Shareholder approval, where Shareholder approval is sought, none of such payments and/or benefitsshall be paid to the extent waived by the applicable disqualified individual