definiens: means each ( i ) as defined in Section 3(3 ) of ERISA and ( ii)other pension, retirement, deferred compensation, excess benefit, profit sharing, bonus, incentive, equity or equity - based, phantom equity, employment, consulting, severance, change - of - control, retention, health, life, disability, group insurance, paid - time off, holiday, welfare and fringe benefit plan, program, contract, or arrangement(whether written or-16 - unwritten, qualified or nonqualified, funded or unfunded and including any that havebeen frozen or terminated ), in any case, maintained, contributed to, or required to becontributed to, by the Company or any Company ERISA Affiliate for the benefit of anycurrent or former employee, director, officer or independent contractor of the Companyor under which the Company has any actual or contingent liability ( including, withoutlimitation, as to the result of it being treated as a single employer under Code Section414 with any other person )