definiens: means any written or oral plan, program, arrangement or agreement whichthe Seller or any ERISA Affiliate sponsors, maintains or contributes to or has any obligation to maintain orcontribute to, or has any direct or indirect liability for, whether contingent or otherwise, and under which anycurrent or former officer or director, employee, leased employee or consultant ( or their respectivebeneficiaries ) of the Seller or any ERISA Affiliate has any present or future right to receive compensation orother benefit, including without limitation, ( i ) any ( as such term is defined in ERISA§3(3 ) ) ; ( ii ) the [COMPANY] Long Term Incentive Compensation Plan ; and ( iii ) any other employee benefit plan, agreement, program, policy, arrangement or payroll practice, whether or not subject to ERISA, including anypension, profit - sharing, savings, retirement, severance pay, termination, executive compensation, incentivecompensation, deferred compensation, bonus, stock purchase, stock option, phantom stock, other equity - based compensation, change - in - control, retention, salary continuation, vacation, sick leave, disability, deathbenefit, group insurance, hospitalization, medical, dental, life ( including all individual life insurance policies asto which the Seller is the owner, the beneficiary, or both ), Code Section 125 or benefit, employee loan, educational assistance or other similar benefit plan, policy or arrangement