definiens: shall mean each plan, program, policy, practice or Contractproviding for compensation, severance, termination pay, deferred compensation, performance awards, stock or stock - relatedawards, fringe benefits, change in control payments, sick pay, paid time off, vacation pay, retirement benefits or other benefitsor remuneration of any kind, whether or not in writing and whether or not funded, including each within the meaning of Section 3(3 ) of ERISA ( whether or not ERISA is applicable to such plan ): ( a ) that is or has beenmaintained or contributed to, or required to be maintained or contributed to, by any of the Alamo Corporations for the benefitof any Company Employee ; or ( b ) with respect to which any of the Alamo Corporations has or may incur or become subjectto any liability or obligation ; provided, however, that a Company Employee Agreement shall not be considered a CompanyEmployee Plan