definiens: means : ( a ) each Pension Plan ; ( b ) each Welfare Plan ; and ( c ) each other employee benefitplan, program, agreement or arrangement ( including, without limitation, any stock option, stock purchase, stockappreciation right and other equity - based plan and each deferred compensation, employment, severance, change incontrol, retention, incentive, bonus, medical, fringe benefit, life insurance, disability, vacation, layoff, dependent care, leave of absence, legal services, cafeteria plan, agreement, arrangement, policy or program maintained or contributed toby the Company or the Company Subsidiaries for the benefit of current or former employees, consultants or independentcontractors, current or former directors or other current or former service providers of the Company or the CompanySubsidiaries, whether written or oral, and whether or not subject to ERISA or to which the Company or any CompanySubsidiary has any liability or potential liability