definiens: ( ), within the meaning of Section 3(1 ) of ERISA ; ( ii ) ( ), within the meaning of Section 3(2 ) of ERISA ; ( iii ) bonus, stock option, stockpurchase, restricted stock, incentive, performance award, fringe benefit, ( ), under Section 501(c)(9 ) of the Code, profit - sharing, pension or retirement, deferred compensation, medical, lifeinsurance, disability, accident, salary continuation, severance, accrued leave, vacation, sick pay, sick leave, supplementalretirement and unemployment benefit plans, programs, arrangements, policies, commitments and/or practices ; and ( iv)termination and severance contracts or agreements, material employment agreements, and consulting services agreementsinvolving consideration to the consultant in excess of $ 25,000 per year, in each case, for active, retired or former employees, directors or consultants that are maintained or contributed to ( or with respect to which an obligation to contribute has beenundertaken ) or with respect to which any potential liability is borne by the Company or any Company Subsidiary or ERISAAffiliate, whether or not any such plans, programs, arrangements, commitments, contracts, agreements and/or practices aregoverned by ERISA, insured, legally binding, formal or informal, funded or unfunded, or written or oral ( all of the foregoingplans, programs, arrangements, commitments, 15practices, contracts and agreements referred to in ( i ), ( ii ), ( iii ) and ( iv ) above are collectively referred to as ) . For purpose of this Section 3.10, means all employers ( whether or not incorporated ) that would betreated together with the Company or any Company Subsidiary as a single employer within the meaning of Section 414 of theCode . Neither the Company nor, to the knowledge of the Company, any other Person or entity, has made any commitment tomodify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or terminationrequired by ERISA or the Code