definiens: within the meaning of Section 3(3 ) of ERISA, and ( ii ) each material plan, program or agreementproviding for compensation, severance, termination pay, deferred compensation, performance awards, stock or stock - related awards, fringe benefits or other employee benefits or 22Table of Contentsremuneration of any kind, whether written or unwritten, funded or unfunded ( it being understood and agreed that anyplan, program or agreement providing severance, termination pay, deferred compensation or stock or stock - relatedawards shall be deemed material ), which, in the case of plans, programs or agreements described in clauses ( i ) or ( ii ) ismaintained, contributed to, or required to be contributed to, by the Company or any Controlled Group Affiliate ( asdefined in Section 2.12(e ) ), or with respect to which the Company or any Controlled Group Affiliate has or may have anymaterial liability or obligation, in either case, for the benefit of any current or former employee, consultant or director(each, an ) employed by, or otherwise providing services to, the Company or any Controlled Group Affiliate(each such plan, program and agreement, a ) ; and ( iii ) each material management, employment, severance, consulting, relocation, repatriation, expatriation or other agreement or contract between theCompany or any Controlled Group Affiliate and any Employee ( each, an ) . Except to the extentrequired by Law or to conform any such Company Employee Plan or Employee Agreement to the requirements of anyapplicable Legal Requirements, as required by the terms of such Company Employee Plan or Employee Agreement or aspermitted by the terms of this Agreement, neither the Company nor any Controlled Group Affiliate has any plan orcommitment to establish any new Company Employee Plan or Employee Agreement, to modify any Company EmployeePlan or Employee Agreement or to adopt or enter into any Company Employee Plan or Employee Agreement