definiens: ) within the meaning of Section 414(b ), ( c ), ( m ) or ( o ) of the Code, ( i ) all employee benefit plans ( asdefined in Section 3(3 ) of the Employee Retirement Income Security Act of 1974, as amended ( ) ), ( ii ) eachloan to any non - officer employee, and loans to officers and directors, in each case that was made by the Companyand is currently outstanding, and any stock option, stock purchase, phantom stock, stock appreciation right, restricted stock unit, supplemental retirement, severance, termination, change in control, sabbatical, medical, dental, vision care, disability, employee relocation, cafeteria benefit ( Code Section 125 ) or dependent care ( CodeSection 129 ), life insurance or 40 accident insurance plans, programs, agreements or arrangements, ( iii ) all bonus, profit sharing, savings, deferredcompensation, equity compensation or incentive plans, programs, agreements or arrangements, ( iv ) other materialfringe or employee benefit plans, programs, agreements or arrangements, ( v ) any current or former offer letters oremployment or executive compensation or severance agreements, written or otherwise, for the benefit of, or relatingto, any present or former employee, consultant or director of the Company, in each case, to the extent currentlyeffective or sponsored by the Company or any ERISA Affiliate, or with respect to which the Company or any ERISAAffiliate has or may have any current or future liability ( whether current or contingent ), and excluding the payment ofregular wages or salary in the ordinary course of business, and ( vi ) all plans, programs, agreements and arrangementsprovided to any current or former director, officer, employee or consultant of the Company employed in a jurisdictionoutside the U.S. ( together, the ) ; provided that Section 3.14 of the Company DisclosureSchedule ( but not the definition of ) may exclude offer letters for at - will employment andoption grant documents for options listed in Section 3.2(d ) of the Company Disclosure Schedule