definiens: shall mean any pension, benefit, retirement, compensation, employment, consulting, profit - sharing, deferred compensation, incentive, bonus, performance award, phantom equity, stock or stock - based, change in control, retention, severance, vacation, paid time off ( PTO ), medical, vision, dental, disability, welfare, CodeSection 125 cafeteria, fringe - benefit and other similar agreement, plan, policy, program orarrangement ( and any amendments thereto ), in each case whether or not reduced to writing andwhether funded or unfunded, including each within the meaning ofSection 3(3 ) of ERISA, whether or not tax - qualified and whether or not subject to ERISA, which isor has been maintained, sponsored, contributed to, or required to be contributed to by theCompany or a Subsidiary for the benefit of any current or former employee, officer, director, retiree, independent contractor or consultant of the Company or a Subsidiary or any spouse ordependent of such individual, and under which the Company or any of its Subsidiaries has ormay have any liability, or with respect to which Buyer or any of its Affiliates would reasonably beexpected to have any liability, contingent or otherwise