definiens: as defined in Section 3(3 ) of ERISA, each material employment, termination, severance, incentive compe nsation or similar Contract and each other plan, po licy, agreement, program or arrangement ( written or oral ) providing for compensation, bonuses, commission, p rofit - sharing, stock option or other stock- or equity- re lated rights, incentive or deferred compensation, v acation or paid - time - off benefits, insurance ( including any se lf - insured arrangements ), death, life, dental, visi on, health or medical benefits, employee assistance, disability o r sick leave benefits, workers ’ compensation, suppl emental unemployment benefits, retention, transaction, chan ge in control payments, savings, pension, post - empl oyment or retirement benefits and each other material empl oyee compensation or benefit plan, program, policy, agreement, program, arrangement or commitment, in e ach case, which is maintained, administered or contributed to by the Company and covers any employ ee or former employee, independent contractor, consultant, or temporary employee of the Company, o r with respect to which the Company has any materia l actual or contingent liability . Such plans are refe rred to collectively herein as the ( c ) The Company has made available to Parent acc urate and complete copies of ( i ) all documents constituting each Employee Plan ( and written descri ptions of all material terms of any Employee Plan t hat is not in writing ), including all amendments thereto and a ll related trust documents and other funding arrang ements, ( ii ) the three ( 3 ) most recent annual reports ( Form 5500 and all schedules and financial statements at tached thereto ), if any, required under ERISA or the Code in connection with each Employee Plan, ( iii ) the mo st recent summary plan 47 description together with the summary(ies ) of mater ial modifications thereto, if any, required under E RISA with respect to each Employee Plan, ( v ) all material wri tten Contracts relating to each Employee Plan to th e extent currently effective, including administrative servi ce agreements and group insurance contracts, ( vi ) t he most recent determination or opinion letter from the Int ernal Revenue Service relating to each Employee Pla n, if any, ( vii ) material correspondence within the past three ( 3 ) years to or from any Governmental Authority re lating to any Employee Plan, and ( viii ) all trust documents, administrative service agreements, group annuity co ntracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduc iaries for each Employee Plan