definiens: ( as suchterm is defined in Treasury Regulation Section 1.280G-1 ) could be characterized as an ( as definedin Section 280G(b)(1 ) of the Code ), and ( 2 ) no Parent Benefit Plan exists that, as a result of the execution of this Agreement, shareholder approval of this Agreement, or the consummation of the transactions contemplated by this Agreement ( whetheralone or in connection with any subsequent event(s ) ) ( i ) could result in severance pay or any increase in severance pay uponany termination of employment after the Agreement Date, or ( ii ) accelerate the time of payment or vesting or result in anypayment or funding ( through a grantor trust or otherwise ) of compensation or benefits under, increase the amount payable orresult in any other material obligation pursuant to, any Parent Benefit Plan . There will be no ( asdefined in the Parent Severance Plan ) in connection with the Merger or the transactions contemplated by this Agreement, andas such no proceeds payable under Section 4(a)(i ) of the Parent Severance Plan