definiens: means each employee benefit plan ( whether or not an as defined inSection 3(3 ) of ERISA ) and each bonus, stock, stock option or other equity - based compensation arrangement or plan, incentive, deferred compensation, retirement or supplemental retirement, severance, employment, change - in - control, profit sharing, pension, 401(k ) retirement, vacation, cafeteria, dependent care, disability, hospitalization, sickness, death, medical insurance, dental insurance, life insurance or other health or welfare plan, medicalcare, employee assistance program, education or tuition assistance programs, and each insurance and other similar fringe or employee benefit plan, program, agreement, policy, trust, fund, or arrangement, in each case sponsored, maintained, contributed to or required to be contributed to by theCompany or any Company Subsidiary for the benefit of current or former employees, directors or consultants ( or any dependent or beneficiary thereof ) ofthe Company or any Company Subsidiary under which the Company or any ERISA Affiliate of the Company has or would reasonably be expected tohave any liability . With respect to each Company Benefit Plan, the Company has made available to Parent correct and complete copies of, to the extentapplicable, ( i ) the plan document and all amendments thereto or, if unwritten, a summary thereof ( provided, however, that ( x ) in the case of a CompanyBenefit Plan that is a standard agreement entered into by the Company or any Company Subsidiary with current Company Employees on an individualbasis, the Company has made available to Parent ( and has not listed on Section 4.11(a ) of the Company Disclosure Letter ) its standard form and allmaterial modifications agreed with any current Company Employees, and ( y ) in the case of a Company Benefit Plan that is an agreement with a formerCompany Employee, the Company has made available to Parent such agreement only if the Company or any Company Subsidiary has an ongoingobligation thereunder ) ; ( ii ) the summary plan description ( if required ) and any summary of material modification ; ( iii ) the most recent Form 5500 AnnualReport ; ( iv ) actuarial valuations, if applicable ; ( v ) trust agreements and insurance contracts ; ( vi ) the most recent determination or opinion letters for anyplan intended to be qualified under Section 401(a ) of the Code ; and ( vii ) any non - routine notices or correspondence with the Department of Labor, Internal Revenue Service, or any other Governmental Entity regarding a Company Benefit Plan . No Company Benefit Plan is subject to any Laws otherthan those of the United States or any state, country, or municipality in the United States