definiens: means ( i ) each as defined in Section 3(3 ) of ERISA ( whether or not subject to ERISA ), ( ii ) each employment, severance orsimilar contract, plan, arrangement or policy and ( iii ) each other plan or arrangement providing for compensation, bonuses, profit - sharing, stock option or other stock - related rights or other forms of incentive or deferredcompensation, insurance ( including any self - insured arrangements ), health or medical benefits, employee assistanceprogram, disability or sick leave benefits, supplemental unemployment benefits, severance benefits and post - employment or retirement benefits ( including compensation, pension, health, medical or life insurance benefits ), otherthan, in the case of clause ( ii ), any such contract, plan, arrangement or policy that is terminable ( or following anotice period imposed by Applicable Law ) without any contractual obligation on the part of the Company or anySubsidiary of the Company to make any severance, termination, change in control, or similar payment, which, in eachcase, is maintained, administered or contributed to by the Company or any Subsidiary of the Company or with respectto which the Company or any Subsidiary of the Company could incur material liability ; provided, however, in the caseof clause ( ii ), each contract, plan, arrangement or policy that provides any contractual obligation on the part of theCompany or any Subsidiary of the Company to make any severance, termination, change in control or other similarpayment in excess of $ 100,000 shall be considered a material Company Employee Plan