definiens: or any member ofthe ( as such terms are respectively defined in Rules 12b-2 and 16a-1 of the 1934 Act ) of any suchdirector or officer ; 30 ( xii ) any employment or consulting agreement, contract or commitment with an employee or individualconsultant or salesperson or consulting or sales agreement with a firm or other organization ; ( xiii ) any employment or consulting agreement or any agreement with severance, change in control orsimilar arrangements, that will result in any obligation ( absolute or contingent ) of the Company or any Subsidiary tomake any payment as a result of the transactions contemplated by this Agreement, termination of employment orboth ; ( xiv ) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rightsplan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will beaccelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of thebenefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement ; or ( xv ) any other agreement, commitment, arrangement or plan not made in the ordinary course of businessthat is material to the Company and its Subsidiaries, taken as a whole, including without limitation, any agreementinvolving annual payments by any customer to the Company and its Subsidiaries in excess of $ 75,000