definiens: means any ( a ) employee benefit plan ( as defined in Section 3(3 ) of ERISA, whether or not subject to ERISA ), ( b ) retirement, deferred compensation, severance, retention, incentive, stock option or other equity compensation, fringe benefit, insurance, vacation, paid - time off, supplemental unemployment, supplemental or excess benefit, or other employee benefitplan, program, or arrangement ( other than an Employee Agreement or Consultant Agreement),and ( c ) each ( VEBA ) within the meaning ofSection 501(c)(9 ) of the Code, whether or not tax - qualified and whether or not subject to ERISA, and in each case of ( a ) and ( b ), ( i ) that is maintained or sponsored by the Company, ( ii ) withrespect to which13contributions, premiums or other payments are made or required to be made by the Companywith respect to any Employee or ( iii ) pursuant to which the Company could have any Liability