definiens: ( as such term is defined in proposed Treasury Regulation Section 1.280G-1 ) under any Company Benefit Plan, Company Benefit Agreement or otherwise would be characterized as an ( as such term is defined in Section 280G(b)(1 ) of the Code ), and no disqualified individual is entitled to receive any additional payment from the Company or any of its Subsidiaries, the Surviving Corporation or any other person in the event that the excise tax required by Section 4999(a ) of the Code is imposed on such disqualified individual ( a ) . Section 3.01(m ) of the Company Disclosure Schedule sets forth, calculated as of the date of this Agreement, ( i ) the ( as such term is defined in Section 280G(b)(3 ) of the Code ) for each Primary Company Executive and each other disqualified individual ( defined as set forth above ) whose Company Stock Options will vest pursuant to their terms in connection with the execution and delivery of this Agreement, the Stockholder Agreement, the obtaining of the Stockholder Approval, the consummation of the Merger or any other transaction contemplated by this < PAGE > 29 Agreement or the Stockholder Agreement ( including as a result of any termination of employment on or following the Effective Time ) and ( ii ) the estimated maximum amount of as defined in Section 280 G of the Code that could be paid or provided to each Primary Company Executive as a result of the execution and delivery of this Agreement, the Stockholder Agreement, the obtaining of the Stockholder Approval, the consummation of the Merger or any other transaction contemplated by this Agreement or the Stockholder Agreement ( including as a result of any termination of employment on or following the Effective Time )