definiens: within the meaning of Section 3(1 ) ofERISA, ( ii ) an within the meaning of Section 3(2 ) of ERISA, ( iii ) an equity option, equity purchase, equity appreciation right or other equity - based plan, program, policy, agreement or otherarrangement, ( iv ) an individual employment, consulting, termination, severance, retention, change in control or othersimilar agreement or ( v ) a bonus, incentive, deferred compensation, profit - sharing, health, welfare, retirement, post - retirement, vacation, severance or termination pay, benefit or fringe - benefit plan, program, policy, agreement or otherarrangement ( each such plan, program, policy, agreement or arrangement being hereinafter referred to in thisAgreement individually as a ), and the Company and its Subsidiaries do not have and could notreasonably expect to have any liability with respect to any Company Plan that has been terminated prior to the datehereof