definiens: means any plan, program, policy, practice, agreement or other arrangement providing compensation or benefits in any form to any current or formeremployee, independent contractor, officer or director of the Company or any of the Subsidiaries or any beneficiary ordependent thereof, whether written or unwritten, formal or informal, including, without limitation, any within the meaning of Section 3(1 ) of ERISA ( a ), any within the meaning of Section 3(2 ) of ERISA ( whether or not such plan is subject to ERISA ) ( a ) and any other pension, profit - sharing, savings, retirement, bonus, incentivecompensation, deferred compensation, executive compensation, vacation, sick pay, stock purchase, stock option, phantomequity, equity compensation, severance, employment, consulting, unemployment, hospitalization or other medical, life, orother insurance, long- or short - term disability, change of control, material fringe benefit, or any other similar plan, program, practice, commitment or policy