definiens: ( asdefined in Section 3(2 ) of the Employee Retirement Income Security Act of 1974, as amended ( ) ) ( sometimes referredto herein as ), ( as defined in Section 3(1 ) of ERISA and sometimes referred toherein as ) and each other ( defined herein as any Pension Plan, Welfare Plan and any other plan, fund, program, arrangement or agreement ( including any employment or consulting agreement but excluding any individualaward agreements under Company Equity Plans ) to provide employees, directors, independent contractors, consultants, officers or agents with medical, health, life, bonus, stock or stock - based rights ( option, ownership or purchase ), retirement, deferred compensation, severance, salary continuation, vacation, sick leave, fringe, incentive insurance or other benefits)maintained, or contributed to, or required to be contributed to, by the Company or any of its Subsidiaries for the benefit ofany current or former independent contractors, consultants, agents, employees, officers or directors of the Company or any ofits Subsidiaries . The Company has delivered or made available to Parent true, complete and correct copies of ( i ) each BenefitPlan ( or, in the case of any unwritten Benefit Plans, descriptions of the material terms thereof ), ( ii ) the most recent annualreport on Form 5500 filed with the IRS with respect to each Benefit Plan ( if any such report was required ), ( iii ) the most recentsummary plan description for each Benefit Plan for which such summary plan description is required, ( iv ) each trust agreementand group annuity contract relating to any Benefit Plan ; ( v ) any model award agreement under the Company Equity Plans, and(vi ) the most recent determination letter from the IRS, if any . Neither the Company nor any of its Subsidiaries haveundertaken or committed to make any material amendments to any Benefit Plan or to adopt or approve any new plans