“Company Employee Plan” means # an employee benefit plan within the meaning of Section 3(3) of ERISA whether or not subject to ERISA; # stock option plans, stock purchase plans, bonus or incentive award plans, severance pay plans, programs or arrangements, deferred compensation arrangements or agreements, employment agreements, executive compensation plans, programs, agreements or arrangements, change in control plans, programs or arrangements, supplemental income arrangements, vacation plans, and all other employee benefit plans, agreements, and arrangements, not described in # above; and # plans or arrangements providing compensation to employee and non- employee directors, in each case in which the Company or any ERISA Affiliate sponsors, contributes to, or provides benefits under or through such plan, or has any obligation to contribute to or provide benefits ACTIVE/108710474.16

“Employee Plan” means # an “employee benefit plan” within the meaning of [Section 3(3)] of ERISA whether or not subject to ERISA; # other plan, program, policy, agreement or arrangement providing for stock options, stock purchases, equity-based compensation, bonuses (including any annual bonuses and retention bonuses) or other incentives, severance pay, deferred compensation, employment, compensation, change in control or transaction bonuses, supplemental, vacation, retirement benefits (including post-retirement health and welfare benefits), pension benefits, profit-sharing benefits, fringe benefits, life insurance benefits, perquisites, health benefits, medical benefits, dental benefits, vision benefits, and all other employee benefit plans, agreements, and arrangements, not described in # above; and # all other plans, programs, policies, agreements or arrangements providing compensation to employees, consultants and non-employee directors.

“Company Plan” means any “employee benefit plan” (within the meaning of Section 3(3) of ERISA), whether or not subject to ERISA, equity-based compensation (including any stock option, stock appreciation right, restricted stock, stock purchase, stock unit, performance award, capital interest, profits interest or phantom equity), compensation, change in control, transaction, retention, incentive, bonus, profit-sharing, savings, deferred compensation, health, medical, dental, life insurance, disability, accident, supplemental unemployment, vacation, paid time off, welfare, pension, retirement, employment, severance, salary or benefits continuation, death benefit, gift, fringe benefit or other perquisites in the form of a plan, policy, program, arrangement, agreement or commitment (and amendments thereto), whether or not any such plan, policy, program, arrangement, agreement and/or commitment is in writing, funded or unfunded, whether or not Tax-qualified, or subject to or exempt from the provisions of ERISA, for the direct or indirect benefit of any current or former employee, officer, manager, director or consultant of the Company or any dependent, family member or associate of any of them, which the Company or any of its Affiliates maintains, sponsors, contributes to or is required to contribute to.

“Company Employee Plan” means any plan, program, policy, practice, contract, agreement or other arrangement providing for compensation, severance, change of control, termination pay, deferred compensation, performance awards, equity or equity-related awards, welfare benefits, retirement benefits, fringe benefits or other employee benefits or remuneration of any kind, whether written, unwritten or otherwise, funded or unfunded, including each “employee benefit plan,” within the meaning of [Section 3(3)] of ERISA which is maintained, contributed to, or required to be contributed to, by the Company or any ERISA Affiliate for the benefit of any Employee, or with respect to which the Company or any Subsidiary has or may have any liability or obligation.

“Company Plan” means each plan, program, policy, agreement or other arrangement covering current or former employees, directors or consultants, that is # an employee welfare plan within the meaning of [Section 3(1)] of ERISA, # an employee pension benefit plan within the meaning of [Section 3(2)] of ERISA, other than any plan which is a “multiemployer plan” (as defined in [Section 4001(a)(3)] of ERISA), # a stock option, stock purchase, stock appreciation right or other stock-based agreement, program or plan, # an individual employment, consulting, severance, retention or other similar agreement or # a bonus, incentive, deferred compensation, profit-sharing, retirement, post-retirement, vacation, severance or termination pay, benefit or fringe- benefit plan, program, policy, agreement or other arrangement, in each case that is sponsored, maintained or contributed to by the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries contributes or is obligated to contribute to or has or may have any liability, other than any plan, program, policy, agreement or arrangement sponsored and administered by a Governmental Authority.

“Plan” means # all employee benefit plans (as defined in Section 3(3) of ERISA), # all bonus (including transaction bonus), incentive compensation, equity or equity-based, stock appreciation right, phantom stock, restricted stock or unit, performance stock or unit, employee stock ownership, stock purchase, deferred compensation, change in control, employment, noncompetition, nondisclosure, vacation, holiday, sick leave, retention, severance, retirement, savings, pension, money purchase, target benefit, cash balance, excess benefit, supplemental executive retirement, profit sharing, life insurance, cafeteria ([Section 125]), adoption assistance, dependent care assistance, voluntary employees beneficiary, multiple employer welfare, medical, dental, vision, severance, change in control, multiple employer welfare, supplemental unemployment compensation, accident, disability, fringe benefit, welfare benefit, paid time off, employee loan, and salary continuation plans, programs, policies, agreements, arrangements, commitments, practices, contracts, associations and understandings (written or unwritten) including, without limitation, any trust, escrow or other agreement related thereto and any similar plans, programs, policies, agreements, arrangements, commitments, practices, contracts and understandings (written or unwritten), and # all employee benefit plans pursuant to foreign Laws.

“Plan” means # each “employee benefit plan” (as such term is defined in Section 3(3) of ERISA), # each employment, consulting, advisor or other service agreement or arrangement, # each severance, termination, pension, retirement, supplemental retirement, excess benefit, profit sharing, bonus, incentive, deferred compensation, retention, transaction, change in control and similar plan, program, arrangement, agreement, policy or commitment, # each compensatory stock option, restricted share, performance share, share appreciation, deferred share or other equity or equity-based plan, program, arrangement, agreement, policy or commitment, # each savings, life, health, disability, accident, medical, dental, vision, cafeteria, insurance, flex spending, adoption/dependent/employee assistance, tuition, vacation, paid-time-off, other welfare fringe benefit and # each other employee benefit plan, program or arrangement to provide compensation or benefits to or for the benefit of any of its current or former employees, consultants, managers or directors, or the spouses, beneficiaries or other dependents thereof, in each case that is maintained, sponsored or contributed to by the Company or any ERISA Affiliate or under which the Company or any ERISA Affiliate has or may reasonably be expected to have any obligation or liability, whether actual or contingent, direct or indirect.

“Employee Benefit Plan” means each “employee benefit plan” (as defined in [section 3(3)] of ERISA), each retention, employment, severance, bonus, incentive, change-in-control, retirement, pension, profit-sharing, nonqualified, deferred compensation, equity or equity-based, welfare, vacation, health or medical, disability, or sick leave contract, plan, program, policy, agreement or arrangement, and each other benefit or compensation contract, plan, program, policy, agreement or arrangement that is maintained, sponsored, contributed to or required to be contributed to by the Company or its Affiliates, or with respect to which the Company, its or Affiliates, or any ERISA Affiliate has or could reasonably be expected to have any current or potential liability or obligation.

Section # Employee Benefit Plan. “Employee Benefit Plan” shall mean each pension, retirement, savings and profit sharing, per diem, bonus, jubilee pay, incentive, deferred compensation, severance pay, welfare or other employee benefit plan, fund or program, including without limitation any “employee benefit plan” within the meaning of Section 3(3) of ERISA, and any stock purchase, stock option or other equity based compensation plans, agreement or arrangement, supplemental savings and profit sharing plan, retention plan, nonqualified deferred compensation plan, change in control agreement, vacation, employment, independent contractor, disability, hospitalization, sickness, death, medical insurance, dental insurance, tuition assistance, life insurance, fringe benefit and any other employee benefit plan (whether provided on a funded or unfunded basis, or through insurance or otherwise), agreement, program, policy, trust, fund, contract or arrangement contributed to, required to be contributed to, or maintained or sponsored by, any of, or on behalf of, the Company, any Subsidiary or any of their ERISA Affiliates, or under which any of them has or reasonably could be expected to have any obligations (other than obligations to make current wage or salary payments or sales commissions terminable on notice of 30 days or less) or liabilities, actual or contingent, by guaranty or otherwise, whether or not legally binding, and whether or not subject to ERISA, covering present or former employees, independent contractors, leased employees, officers or directors of the Company, any Subsidiary or any ERISA Affiliate (or any spouse or dependent or beneficiary thereof).