definiens: ( ), within the meaning of Section 3(1 ) of ERISA ; ( ii ) ( ), within the meaningof Section 3(2 ) of ERISA ; ( iii ) bonus, stock option, stock purchase, restrictedstock, incentive, fringe benefit, ( ) under Section 501(c)(9 ) of the Code, profit - sharing, pension or retirement, deferred compensation, medical, life insurance, disability, accident, salary continuation, severance, accrued leave, vacation, sick pay, sick leave, supplemental retirement and unemployment benefit plans, programs, arrangements, commitments and/or general practices ( whether or notinsured ) ; and ( iv ) employment, consulting, termination and severance Contracts, excluding offer letters for employment ( subject to severance andsimilar terms or policies disclosed in Section 3.11(a ) of the Company DisclosureLetter ), in each case for active, retired or former employees or directors ( butonly if the Company has continuing obligations under such Contracts to suchretired or former employees or directors ), whether or not any such plans, programs, arrangements, commitments, Contracts, agreements and/or practices(referred to in ( i ), ( ii ), ( iii ) or ( iv ) above ) are in writing or are otherwiseexempt from the provisions of ERISA, that are maintained or contributed to ( orwith respect to which an obligation to contribute has been undertaken ) or withrespect to which any potential liability is borne by the Company or any CompanySubsidiary ( including, for this purpose and for the purpose of all of therepresentations in this Section 3.11, all employers ( whether or notincorporated ) that would be treated together with the Company or any CompanySubsidiary as a single employer within the meaning of Section 414 of the Code ( ) ) ( all of the foregoing plans, programs, arrangements, commitments, practices, Contracts and agreements referred to in ( i ), ( ii ), ( iii)or ( iv ) above are collectively referred to as ) . None ofthe 17 < PAGE > Company or, to the knowledge of the Company, any other Person, has any expressor implied commitment to modify, change or terminate any Company Benefit Plan, other than ( A ) modifications, changes or terminations required by ERISA or theCode, ( B ) as contemplated by Section 2.5 or ( C ) modifications, changes orterminations expressly permitted by Section 5.1