definiens: ) within the meaning of Section414(b ), ( c ), ( m ) or ( o ) of the Code, ( 1 ) all employee benefit plans ( as definedin Section 3(3 ) of ERISA ), ( 2 ) each loan to a non - officer employee in excess of$10,000, loans to officers and directors and any stock option, stock purchase, phantom 24 < PAGE > stock, stock appreciation right, supplemental retirement, severance, sabbatical, medical, dental, vision care, disability, employee relocation, cafeteria benefit(Code Section 125 ) or dependent care ( Code Section 129 ), life insurance oraccident insurance plans, programs or arrangements, ( 3 ) all bonus, pension, profit sharing, savings, deferred compensation or incentive plans, programs orarrangements, ( 4 ) other fringe or employee benefit plans, programs orarrangements that apply to senior management of [COMPANY] and that do notgenerally apply to all employees, and ( 5 ) any current or former employment orexecutive compensation or severance agreements, written or otherwise, that arestill operative and in effect for the benefit of, or relating to, any present orformer employee, consultant or director of [COMPANY] ( together, the )