definiens: shall mean each ( i ) as that term is defined in Section 3(3 ) ofthe Employee Retirement Income Security Act of 1974, as amended ( ), whether or not subject to ERISA,(ii ) employment, individual consulting, pension, retirement, profit sharing, deferred compensation, stock option, change in control, termination protection, transaction bonus, retention, equity or equity - based compensation, stockpurchase, employee stock ownership, severance pay, vacation, bonus or other incentive plan, program, policy oragreement, and ( iii ) medical, vision, dental or other health plan, life insurance plan, disability or sick leave benefits, relocation benefits, vacation benefits, employee assistance program, prescription or fringe benefit plan or post - employment or retirement benefits ( including compensation, pension, health, medical or insurance benefits ), in thecase of each of clauses ( i ) through ( iii ), whether oral or written, sponsored, maintained, administered or contributed toby any Company Entity, or required to be sponsored, maintained, administered or contributed to by any CompanyEntity or for which any Company Entity has any direct or indirect liability or otherwise providing for payments orbenefits for or to any current or former employees, directors, officers or consultants of any Company Entity and / ortheir dependents . With respect to the Plans listed on Section 4.09(a ) of the Disclosure Letter, to the 18extent applicable, true, correct and complete copies of the following have been delivered or made available to Parentby the Company : ( A ) all Plans, including amendments thereto ; ( B ) the most recent annual report on Form 5500 filedwith respect to each Plan ( if required by applicable Law ) and the most recent actuarial report, financial statement orvaluation report in respect of each Plan, if any ; ( C ) the most recent summary plan description for each Plan for whicha summary plan description is required by applicable Law and all related summaries of material modifications ; ( D ) themost recent Internal Revenue Service determination, notification or opinion letter, if any, received with respect to anyapplicable Plan ; ( E ) each trust agreement relating to any Plan ( as applicable ) ; and ( F ) all material correspondence toor from any Governmental Entity relating to any Plan . No Plan is maintained outside the jurisdiction of the UnitedStates or covers any employees or other service providers of any Company Entity who reside or work outside of theUnited States