definiens: ( as defined in Section 3(3 ) of ERISA ), whether or not subject to ERISA, ( ii ) standardemployment, individual consulting or other compensation agreement and any employment, individual consulting orother compensation agreements that differ from such standard terms and ( iii ) other employment, bonus, stock option, stock purchase or other equity - based benefit, incentive compensation, commission, profit sharing, savings, retirement, disability, vacation, sick leave, deferred compensation, severance, salary continuation, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement ( whether or not in writing ) maintained, entered into or contributed to by theCompany, a Subsidiary or any of their respective ERISA Affiliates, or with respect to which the Company or any of itsSubsidiaries has or could have any Liability, for the benefit of any current or former employee or director of theCompany or any of its Subsidiaries ( each, an and collectively, the ) . With respectto each Employee Plan, to the extent applicable the Company has made available to Parent complete and accuratecopies of ( A ) the most recent annual report on Form 5500 required to have been filed with the IRS for each EmployeePlan, including all schedules thereto, ( B ) the most recent determination letter, if any, from the IRS for any EmployeePlan that is intended to qualify under Section 401(a ) of the Code, ( C ) the plan documents and summary plandescriptions, or a written description of the terms of any Employee Plan that is not in writing, ( D ) any related trustagreements, insurance contracts, insurance policies or other documents of any funding arrangements and ( E ) anynotices to or from the IRS or DOL relating to any compliance issues in respect of any such Employee Plan . NoEmployee Plan is subject to the Laws of a jurisdiction outside the United States