definiens: means each material employee benefit plan ( within the meaning of Section 3(3 ) of the Employment Retirement IncomeSecurity Act of 1974 ( ) ), including each ( as defined in Section 3(2 ) of ERISA),and each ( as defined in Section 3(1 ) of ERISA ), each material employee benefit planmaintained outside the United States, and each other material plan, arrangement or policy ( written or oral ) to providebenefits, other than salary, as compensation for services rendered, including, without limitation, employmentagreements, executive compensation agreements, incentive arrangements, salary continuation, stock option, stockgrant or stock purchase rights, phantom rights, deferred compensation, bonus, severance policies or agreements, retention policies or agreements, change in control policies or agreements, fringe benefits or other employee benefits, in each case maintained or sponsored by the Company or to which the Company contributes to or for which theCompany has or may have any liability, contingent or otherwise, either directly or as a result of an ERISA 16 STRICTLY CONFIDENTIALAffiliate, or any other plan, arrangement or policy mandated by applicable Law, for the benefit of any current, former orretired employee, officer, consultant, independent contractor or director of the Company, its Subsidiaries or any ERISAAffiliate ( collectively, the ) . The Company has made available to Parent copies of all materialdocuments constituting the Company Plans, the three most recently filed Forms 5500 for such Company Plans andfinancial statements attached thereto, all Internal Revenue Service ( the ) determination letters for the CompanyPlans, all notices that were issued within the preceding three years by the IRS, Department of Labor, or any otherGovernmental Entity with respect to the Company Plans, all employee manuals or handbooks containing personnel oremployee relations policies, and all other material documents relating to the Company Plans . For purposes of thisSection 3.10, the term Company includes any ERISA Affiliate . The term means any person, thattogether with the Company, is or was at any time treated as a single employer under section 414 of the Code or section4001 of ERISA and any general partnership of which the Company is or has been a general partner