definiens: shall mean any plan, program, policy, practice or Contract providingfor compensation, severance, termination pay, deferred compensation, performance awards, stock or stock - related awards, fringe benefits, change in control payments, sick pay, paid time off, vacation pay, retirement benefits or other benefits orremuneration of any kind, whether or not in writing and whether or not funded, including each within the meaning of Section 3(3 ) of ERISA ( whether or not ERISA is applicable to such plan ): ( a ) that is maintained orcontributed to, or required to be maintained or contributed to, by any of the Abeline Corporations for the benefit of anyParent Employee ; or ( b ) with respect to which any of the Abeline Corporations has or may incur or become subject to anyliability or obligation ; provided, however, that a Parent Employee Agreement shall not be considered a Parent Employee Plan