definiens: means each ( i ) as defined in Section 3(3 ) of ERISA and ( ii)other pension, retirement, deferred compensation, excess benefit, profit sharing, bonus, incentive, equity or equity - based, phantom equity, employment ( other than at - will employment offer letters on Parent ’s standard form and otherthan individual Parent Options or other compensatory equity award agreements made pursuant to the Parent’sstandard forms, in which case only representative standard forms of such agreements shall be scheduled),consulting, severance, change - of - control, retention, health, life, disability, group insurance, paid - time off, holiday, welfare and fringe benefit plan, program, Contract, or arrangement ( whether written or unwritten, qualified ornonqualified, funded or unfunded and including any that have been frozen or terminated ), in any case, maintained, contributed to, or required to be contributed to, by Parent or any of its Subsidiaries or Parent ERISA Affiliates for thebenefit of any current or former employee, director, officer or independent contractor of Parent or any of itsSubsidiaries or under which Parent or any of its Subsidiaries has any actual or contingent Liability ( including, withoutlimitation, as to the result of it being treated as a single employer under Code Section 414 with any other person )