definiens: shall mean each within the meaning of Section 3(3 ) of the Employee Retirement Income Security Act of 1974, as amended ( ) and all other employee compensation and benefits plans, policies, programs, arrangements or payrollpractices, including multiemployer plans within the meaning of Section 3(37 ) of ERISA, and each other stockpurchase, stock option, restricted stock, severance, retention, employment, consulting, change - of - control, collective bargaining, bonus, incentive, deferred compensation, employee loan, fringe benefit and other benefit plan, agreement, program, policy, commitment or other arrangement, whether or not subject to ERISA ( including anyrelated funding mechanism now in effect or required in the future ), whether formal or informal, oral or written, legallybinding or not ; and ( ii ) shall mean each material Compensation and Benefit Plan under which any past orpresent director, officer, employee, consultant or independent contractor of the Company or any of its Subsidiarieshas any present or future right to benefits or to which contributions are made or otherwise required to be made, bythe Company or any of its Subsidiaries, together with any trust agreement or insurance contract forming a part ofsuch Compensation and Benefit Plan