definiens: means each as defined in Section 3(3 ) of ERISA, each employmentagreement, severance agreement or plan, and each other plan, program, fund, or agreement, whether written orunwritten, providing for compensation, bonuses, profit - sharing, equity compensation or other forms of incentive ordeferred compensation, insurance ( including any self - insured arrangements ), health or medical benefits, or post - employment or retirement benefits ( including compensation, pension, health, medical or life insurance benefits ) whichis maintained, administered or contributed to by the Company or any Affiliate and covers any current or formeremployee, officer, director, or other service provider of the Company or any of its Affiliates, or with respect to whichthe Company or any of its Affiliates has any liability, other than a Multiemployer Plan ( as defined below ) ; ( ii ) means each Company Plan that primarily covers current or former employees, officers, directors orother service providers of the Company or any of its Affiliates based outside of the United States and/or which isgoverned by the laws of any jurisdiction outside of the United States ( other than any plan or program maintained by aGovernmental Authority to which the Company or any of its Affiliates to contribute pursuant to applicable Laws ) ; and(iii ) means each Company 38Plan that is not a Foreign Company Plan . The Company has made available to Parent with respect to each materialU.S. Company Plan : ( A ) copies of all material documents embodying and relating to each such U.S. Company Plan, including the plan document, all amendments thereto and all related trust documents, ( B ) the most recent annualreport ( Form 5500 including, if applicable, Schedule B thereto ) and tax return ( Form 990 ), if any, required under ERISAor the Code in connection therewith or its related trust, ( C ) the most recent actuarial report ( if applicable ), ( D ) the mostrecent summary plan description, if any, required under ERISA, ( E ) all material written contracts, instruments oragreements relating to each such U.S. Company Plan, and ( F ) the most recent Internal Revenue Servicedetermination or opinion letter issued with respect to each such U.S. Company Plan intended to be qualified underSection 401(a ) of the Code