definiens: as defined in Section 3(3 ) of ERISA and any other plan, policy, program, practice, agreement, understanding or arrangement ( whether written or oral ) 24 providing compensation or oth er benefits to any current 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 2 years, maintained, sponsored or contributed to by the Company or any ERISA Affiliate, or under which the Company or any ERISA Affiliate has any obligation or liability, whether actual or contingent, including, without limitation, all incentive, bonus, deferred compensation, vacation, holiday, cafeteria, medical, disa bility, stock purchase, stock option, stock appreciation, phantom stock, restricted stock or other stock -based compensation plans, policies, programs, practices or arrangements ( each a ) . Neither the Company, nor to the knowledge of t he Company, or any other person or entity, has any express or implied commitment, whether legally enforceable or not, to establish, modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination requi red by ERISA or the Code . With respect to each Company Benefit Plan, ( to the extent applicable ) the Company has delivered or made available to Parent true, correct and complete copies of ( A ) each Company Benefit Plan ( or, if not written a written summary o f its material terms ), including without limitation all plan documents, adoption agreements, trust agreements, insurance contracts or other funding vehicles and all amendments thereto, ( B ) all summaries and summary plan descriptions, including any summary of material modifications, ( C ) the annual reports ( Form 5500 series ) for the three most recent years filed or required to be filed with the DOL with respect to such Company Benefit Plan ( and, if any such annual report is a Form 5500R, the Form 5500C filed with respect to such Company Benefit Plan ), ( D ) the most recent actuarial report or other financial statement relating to such Company Benefit Plan, ( E ) the most recent determination or opinion letter, if any, issued by the IRS with respect to any Company Benefit Plan and any pending request for such a determination letter, and ( F ) all filings made with any Governmental Entity during the three ( 3 ) most recent years, including but not limited any filings under the Voluntary Compliance Resolution or Closing A greement Program or the Department of Labor Delinquent Filer Program