definiens: ( within the meaning ofSection 280 G of the Code and the regulations promulgated thereunder ) asdetermined as of the Reference Date . Except as set forth on Section 3.11(e ) ofthe Company Disclosure Letter, no amount that could be received ( whether in cashor property or the vesting of property ), as a result of the consummation of thetransactions contemplated by this Agreement, by any employee, officer ordirector of the Company or any Company Subsidiary who is a ( as such term is defined in Treasury Regulation Section 1.280 G - 1)under any Company Benefit Plan or otherwise could be characterized as an ( as defined in Section 280G(b)(1 ) of the Code ) . The Companyis not a party to any written or oral contract, agreement, plan or arrangementpursuant to which the Company has any obligation to indemnify orotherwise compensate or hold harmless any person with respect to any portion ofany excise tax ( or interest or penalties with respect thereto ) which such personmay become subject to under Section 4999 of the Code or any similar state taxlaw