definiens: means ( A ) an employee benefit plan within the meaning of Section 3(3 ) of ERISA whether or not subject to ERISA ; ( B ) offer letters, restrictive covenant agreements, independent contractor or consulting agreements or arrangements, stock option plans, stock appreciation plans, phantom plans, stock purchase plans, bonus or incentive award plans ( whether cash - or equity -based ) and any award or grant agreements thereunder, severance pay plans, programs or arrangements, deferred compensation arrangements or agreements, employment agreements, executive compensation plans, programs, agreements or arrangements, change in control, transaction, or retention bonus plans, programs or arrangements, supplemental income arrangements, vacation and paid time -off plans, retir ement, pension, savings, health and welfare, fringe benefit, insurance, hospitalization, and all other employee benefit or compensation plans, programs, policies, agreements, and arrangements, not described in ( A ) above ; and ( C ) plans or arrangements provi ding compensation to employee and non -employee directors, in each case, whether formal or informal, written or unwritten, and which ( x ) the Company sponsors, contributes to, or provides benefits under or through, ( y ) the Company has or could reasonably be expected to have any Liability to contribute to or provide benefits under or through, or ( z ) pursuant to which any current or former employee, officer or director of the Company ( or their spouses, dependents, or beneficiaries ) has any present or future rig ht to benefits