definiens: means any benefit or compensation plan, policy, program, practice, agreement, understanding orarrangement ( whether written or oral ) maintained, sponsored or contributed to by the Company or any ERISA Affiliate, orunder which the Company or any ERISA Affiliate has any Liability, whether actual or contingent, for providing any currentor former director, officer, employee or consultant ( or to any dependent or beneficiary thereof ) of the Company or any ERISAAffiliate with ( i ) pension, profit sharing, stock bonus, deferred compensation or retirement benefits, ( ii ) medical, dental, cafeteria or other health and welfare benefits, ( iii ) life or death benefits, insurance benefits, workers ’ compensation, disabilityor accident benefits, supplemental unemployment benefits, vacation or holiday benefits, or ( iv ) incentive or bonuscompensation, stock, stock option, stock appreciation, phantom stock, restricted stock or other stock - based compensation orbenefits, or employment, severance, termination, retention, or change in control compensation or benefits, including, withoutlimitation, any within the meaning of Section 3(1 ) of ERISA or any within the meaning of Section 3(2 ) of ERISA ( whether or not such plan is subject to ERISA )