definiens: shall mean any plan, agreement, program or policy ( whether or not in writing ) that provides compensation or employee benefits of any kind to th e Product Employees or any beneficiary or dependent thereof, including any employment, consulting, defe rred compensation, pension, post - employment, retire ment, health, profit sharing, incentive bonus, stock purc hase, stock option, equity - based incentive, hospita lization, insurance, severance, termination, retention, chang e in control, workers ’ compensation, supplemental unemployment benefits, vacation, sick leave, employ ee assistance or disability benefit plan, agreement, program or policy, or any other employee pension benefit ( a s defined in ERISA or otherwise ) or welfare benefit plan, ( a ) that is maintained, contributed to or sponsored by a Seller or any Affiliate of a Seller for the b enefit of any Product Employee or any beneficiary or dependent th ereof or ( b ) under which a Seller or any Affiliate of a Seller has or could reasonably be expected to have any Lia bility with respect to any Product Employee or any beneficiary or dependent thereof