definiens: as defined in Section 3(3 ) ofERISA and any other material plan, policy, program, practice, agreement, understanding or arrangement providing compensation or other benefits to anycurrent or former director, officer, employee or consultant ( or to any dependentor beneficiary thereof ) of the Company or any ERISA Affiliate, which are now, orwith respect to any plan intended to be qualified under 401(a ) of the Code, werewithin the past 6 years, maintained, sponsored or contributed to by the Companyor any ERISA Affiliate, or under which the Company or any ERISA Affiliate hasany obligation or liability, whether actual or contingent, including, withoutlimitation, all material incentive, bonus, deferred compensation, vacation, holiday, cafeteria, medical, disability, stock purchase, stock option, stockappreciation, phantom stock, restricted stock or other stock - based compensationplans, policies, programs, practices or arrangements . Each as defined in Section 3(3 ) of ERISA and each other material plan, policy, program, practice, agreement, understanding or arrangement providingcompensation or other benefits to any current or former director, officer, employee or consultant ( or to any dependent or beneficiary thereof ) of theCompany or any ERISA Affiliate, which are now, or were within the past 6 years, maintained, sponsored or contributed to by the Company or any ERISA Affiliate, or under which the Company or any ERISA Affiliate has any obligation orliability, whether actual or contingent, including, without limitation, allmaterial incentive, bonus, deferred compensation, vacation, holiday, cafeteria, medical, disability, stock purchase, stock option, stock appreciation, phantomstock, restricted stock or other stock - based compensation plans, policies, programs, practices or arrangements is hereinafter referred to as a . Neither the Company, nor to the Knowledge of the Company, any------------other person, has any express or implied commitment, whether legally enforceableor not, to modify, change or terminate any Company Benefit Plan, other than withrespect to a modification, change or termination required by ERISA or the Code . The Company has delivered or made available to Parent true, correct and completecopies of all Company Benefit Plans ( or, if not so delivered, has delivered ormade available to Parent a written summary of their material terms ), and, withrespect thereto, all amendments, trust agreements, insurance Contracts, otherfunding vehicles, determination letters issued by the United States InternalRevenue Service ( the ), the most recent annual reports ( Form 5500 series ) ---filed with the IRS, and the most recent actuarial report or other financialstatement relating to such Company Benefit Plan