definiens: ( as defined in Section 3(2 ) of theEmployee Retirement Income Security Act of 1974, as amended ( ) ) ( sometimes referred to herein as ), ( as defined in Section 3(1 ) of ERISA and sometimes referred to herein as ) and each other ( defined herein as any PensionPlan, Welfare Plan and any other plan, fund, program, arrangement or agreement(including any employment or consulting agreement, but excluding any individualstock option or stock purchase agreement entered into pursuant to any of theCompany Stock Plans ) to provide employees, directors, independent contractors, consultants, officers or agents with medical, health, life, bonus, stock or 24 < PAGE > stock - based right ( option, ownership or purchase ), retirement, deferredcompensation, severance, salary continuation, vacation, sick leave, fringe, incentive insurance or other benefits ) maintained, or contributed to, orrequired to be contributed to, by the Company or any of its Subsidiaries for thebenefit of any current or former independent contractors, consultants, agents, employees, officers or directors of the Company or any of its Subsidiaries . TheCompany has delivered or made available to Parent true, complete and correctcopies of ( i ) each Benefit Plan ( or, in the case of any unwritten Benefit Plans, descriptions thereof ), ( ii ) the most recent annual report on Form 5500 filedwith the IRS with respect to each Benefit Plan ( if any such report wasrequired ), ( iii ) the most recent summary plan description for each Benefit Planfor which such summary plan description is required, ( iv ) each trust agreementand group annuity contract relating to any Benefit Plan ; and ( v ) the most recentdetermination letter from the IRS, if any . To the Knowledge of the Company, eachBenefit Plan has been established, funded, maintained and administered inaccordance with its terms and is in compliance in all material respects with theapplicable provisions of ERISA, the Code and all other applicable Laws . Thereare no material amendments to any Benefit Plan ( or the establishment of any newBenefit Plan ) that have been adopted or approved on of after January 1, 2003,nor has the Company or any of its Subsidiaries undertaken or committed on orafter January 1, 2003 to make any such amendments or to adopt or approve any newplans unless required by ERISA, the Code or any other applicable Laws . Nooutstanding Company Option has been amended since the date of grant to extendthe period of exercise following termination of the option holder 's employmentor other service with the Company or any of its Subsidiaries