definiens: asdefined in Section 3(3 ) of the Employee Retirement Income Security Act of 1974,as amended ( ) ( whether or not subject to ERISA ), and any other materialplan, policy, program practice, agreement, understanding or arrangement ( whetherwritten or oral ) providing compensation or other benefits to any current orformer director, officer, employee or consultant ( or to any dependent orbeneficiary thereof ) of the Company or any ERISA Affiliate, which are nowmaintained, sponsored or contributed to by the Company or any ERISA Affiliate, or under which the Company or any ERISA Affiliate has any material obligation orliability, whether actual or contingent, including all incentive, bonus, deferred compensation, vacation, holiday, cafeteria, medical, disability, stockpurchase, stock option, stock appreciation, phantom stock, restricted stock, restricted stock unit, stock - based compensation, change - in - control, retention, employment, consulting, personnel or severance policies, programs, practices, Contracts or arrangements ( each, a ), excluding ForeignBenefit Plans . For purposes of this Agreement, the term shall mean those Company Benefit Plans maintained, sponsored or contributed toprimarily for the benefit of current or former employees of the Company or anyERISA Affiliate who are or were regularly employed outside the United States(but which shall exclude any such Company Benefit Plans to the extent requiredby applicable foreign law to be so maintained, sponsored or contributed to ) . Notmore than twenty ( 20 ) Business Days after the date hereof, the Company shalldeliver a true, complete and correct list of each material Foreign Benefit Planto Parent . For purposes of this Section 3.11, shall mean anyentity ( whether or not incorporated ) that, together with any other entity, isconsidered under common control and treated as one employer under Sections414(b ) or ( c ) of the Code . The Company has no express or implied commitment toterminate or modify or change any Company Benefit Plan in the United States, other than with respect to a termination, modification or change required byERISA or the Code or which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect