definiens: means ( i ) any Company Stock Option vested pursuantto Section 2.07(a)(iii ) that is held by any person who is a director of theCompany and a holder, directly or indirectly, of more than 1 % of the issued andoutstanding Shares immediately prior to the Effective Time, ( ii ) any CompanyStock Option held by any holder who is not either an employee or director of theCompany immediately prior to the Effective Time or an individual listed onExhibit I or ( iii ) any Company Stock Option held by any individual not describedin clause ( i ) but who is a ( as defined in Section 280Gof the Code ) whose name is not included on the list of individuals that issubmitted to Stockholders as part of the request for Stockholder approval ofcertain payments pursuant to the stockholder approval requirements of TreasuryRegulations Section 1.280G-1 Q - A7