definiens: ( as such term is defined in Treasury Regulation Section 1.280G–1 ) under any Company Benefit Plan or otherwise could be characterized as an ( as defined inSection 280G(b)(1 ) of the Code ) . Set forth in Section 3.10(f ) of the Company Disclosure Letter is ( i ) the estimated maximumamount that could be paid to each disqualified individual in connection with the transactions contemplated by this Agreementunder all employment, severance and termination agreements, other compensation arrangements and Company Benefit Planscurrently in effect, assuming that the individual ’s employment with the Company is terminated immediately after the EffectiveTime, ( ii ) the grant dates, exercise prices and vesting schedules applicable to each Company Option granted to the individual,(iii ) 17the ( as defined in Section 280G(b)(e ) of the Code ) for each such individual as of the date of this Agreementand ( iv ) the maximum additional amount that the Company has an obligation to pay to each disqualified individual toreimburse the disqualified individual for any excise tax imposed under Section 4999 of the Code with respect to thedisqualified individual ’s excess parachute payments ( including any taxes, interest or penalties imposed with respect to theexcise tax )