definiens: within the meaning of Section 3(3 ) of the Employee Retirement Income Security Act of 1974,as amended ( ), including multiemployer plans within the meaning of Section 3(37 ) of ERISA, and each other stockpurchase, stock option, restricted stock, severance, retention, employment, consulting, change - of - control, collectivebargaining, bonus, incentive, deferred compensation, employee loan, fringe benefit and other benefit plan, agreement, program, policy, commitment or other arrangement, whether or not subject to ERISA ( including any related fundingmechanism now in effect or required in the future ), whether formal or informal, oral or written, legally binding or not, in eachcase under which any past or present director, officer, employee, consultant or independent contractor of the Company or anyof its Subsidiaries has any present or future right to benefits . All such plans, agreements, programs, policies, commitments andarrangements are collectively referred to as the ( b ) No event has occurred and to the Knowledge of the Company no condition exists that would subject theCompany or any of its Subsidiaries by reason of its affiliation with any current or former member of its ( within the meaning of Section 414 of the Code ) ( an ) to any ( i ) material Tax, penalty, fine, ( ii ) Lien ( otherthan a Permitted Lien ) or ( iii ) other material liability imposed by ERISA, the Code or other applicable Laws