definiens: as definedin Section 3(2 ) of ERISA ( ) whether or not subject to ERISA ; ( ii ) as definedin Section 3(1 ) of ERISA ( ) whether or not subject to ERISA ; ( iii ) stock bonus, stock option, restricted stock, phantom stock, stock appreciation right, stock purchase or other equity compensation plans ; bonus, profit - sharing or otherincentive plans ; deferred compensation arrangements ; severance plans ; holiday or vacation plans ; sabbatical programs;relocation arrangements ; or any other fringe benefit programs ; and ( iv ) other material employee benefit or compensationplans, agreements ( including any individual agreements ), programs, policies or arrangements, in each case coveringemployees, directors and consultants of the Company or any -26 - of the Company ERISA Affiliates that either is maintained or contributed to by the Company or any of the Company ERISAAffiliates or to which the Company or any of the Company ERISA Affiliates is obligated to make payments or otherwise mayhave any liability ( collectively, the )