definiens: shall mean each ( i ) as that term is defined in Section 3(3 ) of theEmployee Retirement Income Security Act of 1974, as amended ( ), whether or not subject to ERISA,(ii ) employment, consulting, pension, retirement, profit sharing, deferred compensation, stock option, change incontrol, retention, equity or equity - based compensation, stock purchase, employee stock ownership, severance pay, vacation, bonus or other incentive plan, program, policy or agreement, and ( iii ) medical, vision, dental or other healthplan, life insurance plan, or fringe benefit plan, in the case of each of clauses ( i ) through ( iii ), whether oral or written, maintained or contributed to by the Company, or required to be maintained or contributed to by the Company orotherwise providing for payments or benefits for or to any current or former employees, directors, officers orconsultants of the Company and/or their dependents . With respect to the Plans listed on Section 4.09(a ) of theDisclosure Letter, to the extent applicable, true, correct and complete copies of the following have been delivered ormade available to Parent by the Company : ( A ) all 17Plans, including amendments thereto ; ( B ) the most recent annual report on Form 5500 filed with respect to each Plan(if required by applicable Law ) and the most recent actuarial report, financial statement or valuation report in respect ofeach Plan, if any ; ( C ) the most recent summary plan description for each Plan for which a summary plan descriptionis required by applicable Law and all related summaries of material modifications ; ( D ) the most recent InternalRevenue Service determination, notification or opinion letter, if any, received with respect to any applicable Plan;(E ) each trust agreement relating to any Plan ( as applicable ) ; and ( F ) all material correspondence to or from anyGovernmental Entity relating to any Plan