definiens: means any bonus, severance, retention or otherpayment or benefit or other form of compensation that is created, accelerated, accrues or becomespayable by the Company to any present or former director, stockholder, employee or independentcontractor thereof, including pursuant to any employment agreement, benefit plan or any otherContractual Obligation ( other than payments in respect of the Company Stock under or as described inArticle II of this Agreement ), including any employer - side payroll Taxes payable on or triggered by anysuch payment, as a direct or indirect result of, or in connection with, the execution and delivery of thisAgreement or the consummation of the transactions contemplated by this Agreement, including, withoutlimitation, any such amounts that are in nature and do not become payable until at orfollowing the Closing except as set forth on Section 9.2 of the Company Disclosure Letter