definiens: is defined as ( a ) any as define d in Section 3(1 ) of ERISA or any as de fined in Section 3(2 ) of ERISA, which Seller sponsors or to which S eller contributes or is required to contribute, or under which Sel ler may incur any liability ( whether governed by U.S. Law or the Law o f any foreign country in which Seller has any employees, directors, officers or consultants ), and which applies to or in respect of Sell er 's employees, former employees, directors, officers or consulta nts in connection with the Business, including each such multiemploye r welfare benefit plan ; ( b ) any as defined in Se ction 4001(a)(3 ) of ERISA, to which Seller has contributed or been oblig ated to contribute at any time within the six years prior to the dat e hereof, or under which Seller may incur any liability, and which applies to or in respect of Seller 's employees, former employees, dire ctors, officers or consultants employed by Seller in connecti on with the Business, and ( c ) any material incentive compensation, commi ssion, vacation pay, holiday pay, sabbatical leave, scholarship or tuit ion reimbursement, dependent care assistance, immigration assistance, s alary continuation, employee loan or loan guarantee, split dollar arran gement, deferred compensation plan, severance pay, bonus plan, profit sh aring plan, stock option plan, employee stock purchase plan, restri cted stock, stock appreciation right, phantom stock, and any other employee benefit plan, agreement, arrangement or commitment which Seller sponsors or to which Seller contributes or is required to contr ibute and which applies to or in respect of any of Seller 's employees, f ormer employees, directors, officers or consultants within or outside the United States in connection with the Business ( whether gove rned by U.S. Law or the Law of any foreign country in which Seller has any employees, former employees, directors, officers or consulta nts )