definiens: as defined in Section 3(3 ) of ERISA ) and anystock purchase, stock option, restricted stock and stock units, share appreciation rights, severance, employment, consulting, change - in - control, fringe benefit, bonus, incentive, deferred compensation, vacation, group or individualhealth, dental, medical, life insurance, survivor benefits, and any employment, deferred compensation, severance, consulting or similar contract or agreement ( including any offer letter other than an offer letter terminable at - will, withoutthe incurrence of any Liability other than COBRA ) and all other material employee benefit plans, Contracts, agreements, programs, policies or other arrangements relating to employee benefits or entitlements, whether oral or written, whether ornot subject to ERISA ) maintained or contributed to by an Acquired Company for the benefit of any current or formeremployees and any individual independent contractors of the Acquired Companies or with respect to which the AcquiredCompanies have any Liability ( each, a and, collectively, the )