definiens: means any plan, program, policy, practice, Contract or other arrangement providing forcompensation, severance, termination pay, deferred compensation, performance awards, stock or stock - relatedawards, fringe benefits or other employee benefits or remuneration of any kind, whether written, unwritten or otherwise, and whether funded or unfunded, including each within the meaning of Section 3(3 ) of ERISA(whether or not ERISA is applicable to such plan ), that is or has been maintained, contributed to or required to becontributed to by Parent or any Parent Affiliate for the benefit of any Parent Employee, or with respect to which Parentor any Parent Affiliate has or may have any liability or obligation ; provided, however, than a Parent EmployeeAgreement shall not be considered a means the following Persons : ( a ) Parent ; ( b ) Parent ’s current and future affiliates ( includingthe Surviving Corporation ) ; ( c ) the respective Representatives of the Persons referred to in clauses and above ; and ( d ) the respective successors and assigns of the Persons referred to in clauses, and above;provided, however, that the stockholders of the Company shall not be deemed to be means all Intellectual Property Rights in which Parent or any Subsidiary thereof has ( or purports tohave ) an ownership interest or an exclusive license or similar exclusive right, including the Parent Software