definiens: as defined in Section 3(3 ) of ERISA and any other plan, policy, program, practice, agreement, understanding orarrangement ( whether written or oral ) providing compensation or other benefits to any current or former director, officer, employee or consultant ( or to any dependent or beneficiary thereof of the Company or any ERISA Affiliate ), which are now, or were since formation of the Company, maintained, sponsored or contributed to by the Company or any ERISA Affiliate, orunder which the Company or any ERISA Affiliate has any obligation or liability, whether actual or contingent, including, without limitation, all incentive, bonus, deferred compensation, vacation, holiday, cafeteria, medical, disability, stockpurchase, stock option, stock appreciation, phantom stock, restricted stock or other stock - based compensation plans, policies, programs, practices or arrangements ( each a ) . Neither the Company, nor to the knowledge of theCompany, or any other person or entity, has any express or implied commitment, whether legally enforceable or not, toestablish, modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change ortermination required by ERISA or the Code . With respect to each Company Benefit Plan, ( to the extent applicable ) theCompany has delivered or made available to Parent true, correct and complete copies of ( A ) each Company Benefit Plan ( or, ifnot written a written summary of its material terms ), including without limitation all plan documents, adoption agreements, trust agreements, insurance contracts or other funding vehicles and all amendments thereto, ( B ) all summaries and summaryplan descriptions, including any summary of material modifications, ( C ) the annual reports ( Form 285500 series ) for the three most recent years filed or required to be filed with the DOL with respect to such Company BenefitPlan ( and, if any such annual report is a Form 5500R, the Form 5500C filed with respect to such Company Benefit Plan),(D ) the most recent actuarial report or other financial statement relating to such Company Benefit Plan, ( E ) the most recentdetermination or opinion letter, if any, issued by the IRS with respect to any Company Benefit Plan and any pending requestfor such a determination letter, and ( F ) all filings made with any Governmental Entity, including but not limited any filingsunder the Voluntary Compliance Resolution or Closing Agreement Program or the Department of Labor Delinquent FilerProgram