definiens: as defined in Section 3(35 ) ofERISA or a pension plan subject to the funding standards of Section 302 of ERISA or Section 412 of the Code, ( iii ) noreportable event ( within the meaning of Section 4043 of ERISA ) has occurred, ( iv ) there has been no termination or partialtermination of any Company Benefit Plan which is intended to be qualified under Section 401(a ), ( v ) except as would notreasonably be expected to be material, the Company does not have any liability directly or any liability, contingent orotherwise, as a member of a group of organizations described in Sections 414(b ), 414(c ), 414(m ) or 414(o ) of the Code orSection 4001(b ) of ERISA ( a ) with respect to any plan, program, or arrangement subject to TitleIV of ERISA or Section 412 of the Code, ( vi ) all contributions to each Company Benefit Plan, including contributionsdeducted from an employee ’s compensation, have been timely and properly made, ( vii ) the terms of each Company BenefitPlan which is subject to Section 409A of the Code is in material compliance with the requirements of Section 409A of theCode and has in operation materially satisfied such requirements, ( viii ) the only outstanding Options to purchase CommonStock are options granted under the Company Stock Option Plan, and ( ix ) except as would not reasonably be expected to bematerial, no individual who provides services to the Company or a Company Subsidiary is a within themeaning of Section 414(n ) of the Code