definiens: ( within the meaning of section 3(3 ) of the Employee Retirement Income SecurityAct of 1974, as amended ( ) ) ( including, without limitation, multiemployerplans within the meaning of Section 3(37 ) of ERISA ) ), stock purchase, stockoption, severance, employment, change - in - control, fringe benefit, collectivebargaining, bonus, incentive, deferred compensation and all other employeebenefit plans, agreements, programs, policies or other arrangements relating tocompensation, benefits or entitlements, whether or not subject to ERISA(including any funding mechanism therefor now in effect or required in thefuture as a result of the Transactions or otherwise ), whether formal orinformal, oral or written, legally binding or not under which any employee orformer employee or director or former director of the Company or any of itsSubsidiaries, or any consultant or independent contractor to the Company or anyof its Subsidiaries, has any present or future right to benefits or under whichthe Company or any of its Subsidiaries has any present or future liability . Allsuch plans, agreements, programs, policies and arrangements are hereincollectively referred to as the ( b ) With respect to each Company Plan, the Company has deliveredor made available to Parent a current, accurate and complete copy ( or, to theextent no such copy exists, an accurate description ) thereof and, to the extentapplicable, ( i ) any related trust agreement, annuity contract or other fundinginstrument ; ( ii ) the most recent IRS determination letter ; ( iii ) the currentsummary plan description and other written communications ( or a description ofany oral communications ) by the Company to its employees concerning the extentof the benefits provided under a Company Plan ; and ( iv ) for the three mostrecent years ( A ) the Form 5500 and attached schedules ; ( B ) audited financialstatements ; ( C ) actuarial valuation reports ; and ( D ) attorney 's response to anauditor 's request for information