definiens: ( as such term is defined inItem 601(b)(10 ) of Regulation S - K of the SEC ) with respect to the Company and its Subsidiaries, ( iv ) any employment orconsulting agreement with any executive officer or other employee of the Company or any of its Subsidiaries or member ofthe Company Board earning an annual salary from the Company and its Subsidiaries in excess of $ 150,000, other than thosethat are terminable by the Company or any of its Subsidiaries on no more than 30 days ’ notice without material liability orfinancial obligation to the Company or any of its Subsidiaries, ( v ) any indebtedness owed by the Company or any of itsSubsidiaries ( other than such indebtedness owed to the Company or any of its Subsidiaries ), any loan made to the Companyor any of its Subsidiaries ( other any such loan made by the Company or any of its Subsidiaries ), ( vi ) any guarantee by theCompany or any of its Subsidiaries of any obligation owed by another person or entity ( other than the Company or any of itsSubsidiaries ), ( vii ) any indemnification obligation of the Company or any of its Subsidiaries of any obligation owed byanother person or entity ( other than the Company or any of its Subsidiaries ), ( viii ) the establishment or operation of apartnership, joint venture, alliance or other formalized participation arrangement, ( ix ) any power of attorney or similarinstrument granted by the Company or any of its Subsidiaries ( other than any customs power of attorney granted in theOrdinary Course of Business ), ( x ) any grant by the Company or any of its Subsidiaries of pricingprovisions with respect to the purchase of any products, ( xi ) any hedging agreement or other financial agreement orarrangement designed to protect against fluctuations in commodities prices or exchange rates or ( xii ) any arrangement withrespect to the return or warranty of products of the Company outside of generally applicable policies