definiens: means the aggregate amount of all unpaid out - of - pocket expenses incurred by or on behalfof or otherwise payable by the Company or any of its Subsidiaries in connection with the negotiation and performance of thisAgreement and the transactions contemplated hereby, including the Merger, which shall be deemed to include, withoutlimitation, the following ( i ) fifty percent ( 50 % ) of any Transfer Taxes, ( ii ) any amounts that are or may become payablepursuant to the agreements set forth on Schedules 6.01(k)(v ) and 6.05(c ), ( iii ) any accrued vacation pay that is or becomespayable to an employee of the Company at or before 11:59 P.M. ( California time ) on December 31, 2008, ( iv ) any amountsthat are or may become payable to the Payment Agent for services rendered and expenses incurred in connection with theadministration by the Payment Agent of the exchange of the Certificates for the Merger Consideration, but only to the extentthat such amounts do not exceed an aggregate amount of $ 16,000, and ( v ) any employer - related Taxes arising as a result of thepayments to the holders of Company Stock Options contemplated by Section 2.05, but only to the extent such employer - related Taxes exceed in the aggregate either ( A ) $ 24,000, if the Effective Time occurs at or before 11:59 P.M. ( California time)on December 31, 2008, or ( B ) $ 57,000, if the Effective Time occurs at or after 12:00 A.M. ( California time ) on January 1,2009