definiens: within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, which is not 23Table of Contentsotherwise exempt under Section 408 of ERISA, with respect to any Company Employee Plan . Except as set forth onSection 2.12(c ) of the Company Disclosure Letter, each Company Employee Plan can be amended, terminated orotherwise discontinued after the Merger 1 Effective Time in accordance with its terms, without material liability toParent, Company or any of its Controlled Group Affiliates ( other than ordinary administration expenses or thepayment of vested benefits thereunder ) . There are no audits, inquiries or proceedings pending or, to the Knowledgeof the Company, threatened by the Internal Revenue Service or U.S. Department of Labor, or any otherGovernmental Entity or any Employee with respect to any Company Employee Plan . Neither the Company nor anyControlled Group Affiliate is subject to any material penalty or tax with respect to any Company Employee Planunder Section 502(i ) of ERISA or Sections 4975 through 4980 of the Code