definiens: within the meaning of Section 4975 of theCode or Section 406 of ERISA, has occurred or is reasonably expected to occur with respect to any Employee Benefit Planthat would reasonably be expected to result in the imposition of a Tax or penalty on the Company or its Subsidiaries underSection 4975 of the Code or Section 502(i ) or 502(l ) of ERISA ; ( v ) each Employee Benefit Plan that is a ( as defined under Section 409A(d)(1 ) of the Code ) has been operated and administered in goodfaith compliance with Section 409A of the Code and Internal Revenue Service Notice 2005 - 1 since January 1, 2005 ; and(vi ) all contributions required to be made under the terms of any of the Employee Benefit Plans as of the date of thisAgreement have been timely made or, if not yet due, have been properly reflected ( to the extent required by GAAP ) on themost recent consolidated balance sheet filed or incorporated by reference in the Company SEC Reports prior to the date ofthis Agreement