definiens: ( within the meaning of Se ction 280 G of the Code ) as of immediately prior to the in itiation of such Requisite Stockholder Approval pro cedure ( each, a ), and who might otherwise have, receive or have the right or entitl ement to receive a ( within the meaning o f Section 280 G of the Code ), of such Disqualified Individual ’s rights to all such payments or benefit s applicable to such Disqualified Individuals ( the ) so that all remaining payments and/or benefits applicable to such Disqualified In dividual shall not be deemed to be ( within the meaning of Section 280 G of the Code ) and ( b ) submit to the stockholders of the Company for a pproval ( in a manner satisfactory to Parent ) by suc h number of stockholders, in a manner that meets the require ments of Section 280G(b)(5)(B ) of the Code, any pay ments and/or benefits that Parent and the Company reasona bly determine may separately or in the aggregate, c onstitute such that such payments and b enefits shall not be deemed to be under Section 280 G of the Code