definiens: mean ( a ) any amounts that become payable to any current or former director, officer, employee or consultant of the Company on or prior to the Closing Date as a result of the execution and delivery of thisAgreement or the consummation of the Merger, whether pursuant to any Benefit Plan, severance policy of the Company or anindividual employment, severance or change - in - control Contract or otherwise, including any amounts arising out of thepayment of the foregoing ( such as, without limitation, FICA ) and ( b ) any 3***Certain confidential information contained in this document, marked with 3 asterisks ( * * * ), has been omitted and filedseparately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, asamended . Indebtedness of any such Person owed to the Company that is forgiven at or prior to the Effective Time as a result of theMerger