definiens: as defined in Section 3(35 ) of ERISA or a pension plan subject to the funding standards ofSection 302 of ERISA or Section 412 of the Code, ( iii ) no reportable event ( within the meaning of Section 4043 of ERISA)has occurred, ( iv ) there has been no termination or partial termination of any Parent Benefit Plan which is intended to bequalified under Section 401(a ), ( v ) except as would not reasonably be expected to result in a Parent Material Adverse Effect, the Parent does not have any Controlled Group Liability with respect to, any plan, program, or arrangement subject to Title IVof ERISA or Section 412 of the Code, ( vi ) all contributions to each Parent Benefit Plan, including contributions deductedfrom an employee ’s compensation, have been timely and properly made, ( vii ) the terms of each Parent Benefit Plan which issubject to Section 409A of the Code is in material compliance with the requirements of Section 409A of the Code and has inoperation materially satisfied such requirements, ( viii ) the only outstanding Options to purchase Common Stock are optionsgranted under the Parent Stock Option Plan and ( ix ) except as would not reasonably be expected to be material, no individualwho provides services to the Parent or a Parent Subsidiary is a within the meaning of Section 414(n ) of theCode