definiens: as defined in Section 3(3 ) of ERISA and any other plan, policy, program, practice, agreement, understanding orarrangement ( whether written or oral ) providing compensation or other benefits to any current or former director, officer, employee or consultant ( or to any dependent or beneficiary thereof of Parent or any ERISA Affiliate ), which are now, or werewithin the past 6 years, maintained, sponsored or contributed to by Parent or any ERISA Affiliate, or under which Parent orany ERISA Affiliate has any obligation or liability, whether actual or contingent, including, without limitation, all incentive, 12bonus, deferred compensation, vacation, holiday, cafeteria, medical, disability, stock purchase, stock option, stockappreciation, phantom stock, restricted stock or other stock - based compensation plans, policies, programs, practices orarrangements ( each a ) . Neither Parent, nor to the knowledge of Parent, or any other person or entity, has any express or implied commitment, whether legally enforceable or not, to establish, modify, change or terminate anyParent Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code . Withrespect to each Parent Benefit Plan, ( to the extent applicable ) Parent has delivered or made available to the Company true, correct and complete copies of ( A ) each Parent Benefit Plan ( or, if not written a written summary of its material terms),including without limitation all plan documents, adoption agreements, trust agreements, insurance contracts or other fundingvehicles and all amendments thereto, ( B ) all summaries and summary plan descriptions, including any summary of materialmodifications, ( C ) the annual reports ( Form 5500 series ) for the three most recent years filed or required to be filed with theDOL with respect to such Parent Benefit Plan ( and, if any such annual report is a Form 5500R, the Form 5500C filed withrespect to such Parent Benefit Plan ), ( D ) the most recent actuarial report or other financial statement relating to such ParentBenefit Plan, ( E ) the most recent determination or opinion letter, if any, issued by the IRS with respect to any Parent BenefitPlan and any pending request for such a determination letter and ( F ) all filings made with any Governmental Entity, includingbut not limited any filings under the Voluntary Compliance Resolution or Closing Agreement Program or the Department ofLabor Delinquent Filer Program