definiens: of any person means another person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person, where means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a person, whether through the ownership of voting securities, by contract, as trustee or executor, or o therwise ; ( b ) means each employee or director benefit plan, arrangement or agreement, whether or not written, including any employee welfare benefit plan within the meaning of Section 3(1 ) of ERISA ( whether or not such plan is subje ct to ERISA ), any employee pension benefit plan within the meaning of Section 3(2 ) of ERISA ( whether or not such plan is subject to ERISA ) and any bonus, incentive, deferred compensation, vacation, stock purchase, stock or stock -based, severance, retention, employment, change of control or fringe benefit plan, program or agreement that is or has been sponsored, maintained or contributed to by the Company or any of its subsidiaries or which the Company or any of its subsidiaries is obligated to sponsor, main tain or contribute to, but excluding any Multiemployer Plan ; ( c ) means an outstanding award of deferred stock units in respect of Company Common Shares granted under a Company Equity Plan that are not subject to vesting granted to a non - employee director of the Company