definiens: means, with respect to any Person, the sum of ( a ) the cash equivalent value of any change of controlpayments or severance payments that are or become due to any employee of such Person and its Subsidiaries in connection with theconsummation of the Contemplated Transactions and that are unpaid as of the Closing, ( b ) the cash equivalent value of any retentionpayments that are or become due to any employee of such Person and its Subsidiaries in connection with the consummation of theContemplated Transactions and that are unpaid as of the Closing, ( c ) any costs, fees and expenses incurred by such Person and itsSubsidiaries, or for which such Person and its Subsidiaries is liable, in connection with the negotiation, preparation and execution of thisAgreement and the consummation of the Contemplated Transactions ( including the solicitation of proxies ) and that are unpaid as of theClosing, including brokerage fees, filing fees and commissions, finders ’ fees or financial advisory fees, or any fees and expenses of proxysolicitors, counsel or accountants payable by such Person and its Subsidiaries