definiens: within the meaning of Rule 14d-10(d)(1 ) under the Exchange Act, and has taken all other actionnecessary to satisfy the requirements of the non - exclusive safe - harbor with respect to such Company CompensationArrangements in existence as of the date of this Agreement in accordance to Rule 14d-10(d)(2 ) under the Exchange Act . Forpurposes of this Agreement, means ( i ) any employment agreement, severanceagreement or change of control agreement between the Company or any Company Subsidiary, on the one hand, and anyholder of Shares who is or was a director, officer or employee of the Company or any Company Subsidiary, on the other hand, entered into during the eighteen months immediately prior to the date hereof, and ( ii ) any Company Options awarded to, orany acceleration of vesting of any Company Options held by, any holder of Shares who is or was a director, officer oremployee of the Company or any Company Subsidiary during the eighteen months immediately prior to the date hereof