definiens: ), under Section 501(c)(9 ) of the Code and each within the meaning of Section 3(3 ) of the Employee Retirement Income Security Act of1974, as amended ( ) and all termination and severance contracts or agreements, employment agreements, and consulting services agreements involving consideration to the consultant in excess of $ 25,000 per year, in eachcase, for active, retired or former employees, directors or consultants, in each case, which is currently sponsored, maintained, contributed to, or required to be contributed to or with respect to which any potential liability is borneby the Company or its Subsidiaries and any trade or business ( whether or not incorporated ) that is or at any relevanttime was treated as a single employer with the Company within the meaning of Section 414 of the Code ( an ) ( collectively, the ) . Section 3.19 of the Company Disclosure Scheduleseparately lists, as of the date of this Agreement, each Company Employee Plan that is currently in effect and thathas been adopted or maintained by the Company or its Subsidiaries, whether formally or informally, for the benefitof employees outside the United States ( collectively, the ) . Neither theCompany nor, to the knowledge of the Company, any other person or entity, has made any commitment to modify, change or terminate any Company Employee Plan, other than with respect to a modification, change or terminationrequired by ERISA or the Code . There are no loans by the Company or any of its Subsidiaries to any of theirofficers, employees, contractors or directors outstanding on the date hereof, except pursuant to loans under anyCompany Employee Plan intended to qualify under Section 401(k ) of the Code, and there have never been anyloans by the Company or any of its Subsidiaries subject to Regulation U of the Board of Governors of the FederalReserve System as from time to time in effect and any successor to all or a portion thereof establishing marginrequirements