definiens: as defined in Section 3(3 ) of ERISA, and allother material employee benefit, employment, pension, retention, bonus, incentive, equity incentive, deferred compensation, stock purchase, stockoption, severance, change in control, medical and other welfare and fringe benefit plans, agreements, contracts, schemes, programs, funds, commitments or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, which provide compensation or benefits to anycurrent or former employee, director, officer, consultant, independent contractor, independent sales personnel or distributor of the Company or any of itsSubsidiaries in the United States and ( i ) which are maintained or contributed to or required to be maintained or contributed to by the Company or any ofits Subsidiaries, ( ii ) to which the Company or any of its Subsidiaries is a party or ( iii ) to which the Company or any of its Subsidiaries may otherwise haveany liability ( contingent or otherwise ), in each case other than Non - U.S. Benefit Plans ( collectively, the ) . With respect to each BenefitPlan, the Company has made available to Parent a true and complete copy of the following, to the extent applicable : ( A ) the most recent summary plandescription for each Benefit Plan for which a summary plan description is required ; ( B ) such Benefit Plan, and each trust, funding and administrativeservices agreement relating to such Benefit Plan ; ( C ) the most recent annual report ( Form 5500 ) for each Benefit Plan for which such report is requiredto be filed ; ( D ) the most recent actuarial report for each Benefit Plan for which such a report is required under ERISA ; and ( E ) the most recentdetermination letter issued by the IRS with respect to each Benefit Plan intended to qualify under Section 401(a ) of the Code