definiens: means each asdefined in Section 3(3 ) of ERISA ( whether or not subject to ERISA ), each employment, severance or similar contract, plan, practice, arrangement or policy and each other plan or arrangement ( written or oral ) providing for compensation, bonuses, profit - sharing, stock option or other stock related rights or other forms of incentive or deferredcompensation, vacation benefits, insurance ( including any self - insured arrangements ), health or medical benefits, employee assistance program, disability or sick leave benefits, workers ’ compensation, supplemental unemploymentbenefits, severance benefits and post - employment or retirement benefits ( including compensation, pension, health, medical or life insurance benefits ) which is maintained, administered or contributed to by the Company or any ERISAAffiliate and covers any employee or former employee or other service provider of the Company or any of itsSubsidiaries, or with respect to which the Company or any of its Subsidiaries has any liability . Section 4.17(a ) of theCompany Disclosure Schedule separately identifies each material Employee Plan that is maintained primarily for thebenefit of employees of the Company who are regularly employed outside the United States and each materialEmployee Plan that is maintained by a third - party service provider for the benefit of the employees and other serviceproviders of the Company and its Subsidiaries . Correct and complete copies of all material Employee Plans ( and, ifapplicable, all related trust or funding agreements or insurance policies ) and all amendments thereto have beenfurnished to Parent together with the most recent annual report ( Form 5500 including all schedules thereto ) and taxreturn ( Form 990 ), if any, prepared in connection with any such plan or trust, summary plan description and materialmodifications thereto ( if applicable ) and financial statements or actuarial reports