definiens: as defined in Section 3(3 ) of the Employee Retirement Income Security Act of 1974, as amended ( ) ( whether or not subject to ERISA ), and any other material plan, policy, program practice, agreement, understanding orarrangement ( whether written or oral ) providing compensation or other benefits to any current or former director, officer, employee or consultant ( or to any dependent or beneficiary thereof of the Company or any ERISA Affiliate ), which are now, or were within the past 6 years, maintained, sponsored or contributed to by the Company or any ERISA Affiliate, or underwhich the Company or any ERISA Affiliate has any material obligation or liability, whether actual or contingent, including, without limitation, 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, transaction, employment, consulting, personnel or severance policies, programs, practices, Contracts or arrangements ( each a ) . For purposes of this Section 3.12, shall meanany entity ( whether or not incorporated ) other than the Company that, together with the Company, is considered undercommon control and treated as one employer under Sections 414(b ), ( c ), ( m ) or ( o ) of the Code . To the knowledge of theCompany, the Company has no express or implied commitment to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code and each Company BenefitPlan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms