definiens: means : ( i ) any ( as defined in Section 3(2 ) of ERISA ), ( ii ) any ( as defined inSection 3(1 ) of ERISA ), ( iii ) any material employment, consultancy or similar service plan, agreement or arrangement, and(iv ) any other material written or oral plan, agreement or arrangement providing direct or indirect compensation or benefits, including insurance coverage, severance benefits, disability benefits, deferred compensation, bonuses, stock options, stockpurchase, phantom stock, stock appreciation or other forms of equity or cash incentive compensation or post - retirementcompensation and all unexpired severance agreements, medical, dental, vision or prescription benefits for the benefit of, orrelating to, any current or former employee, director or independent contractor of the Company or any Company Subsidiarythat is sponsored, maintained or contributed to by the Company or any Company Subsidiary, or with respect to which theCompany or any Company Subsidiary has any liability, excluding any of the foregoing that are ( x ) required to be maintainedby the Company or any of the Company Subsidiaries under the Laws of any foreign jurisdiction, or ( y ) under which neitherthe Company nor any Company Subsidiary has any actual or contingent legal obligations