definiens: means any plan, program, policy, Contract or othe r arrangement providing for compensation, severance, termination pay, deferred compensation, performance awards, stock or stock - related awards, material fri nge benefits or other employee benefits or remunera tion of any kind, whether written, unwritten or otherwise, and whether funded or unfunded, including each within the meaning of Section 3(3 ) of ERISA ( whether or not ERISA is applicable to such plan ), that is maintained, contributed to or required to be contri buted to by Seller or the Subsidiary for the benefi t of any Employee ( as defined below ), or with respect to whi ch Seller or the Subsidiary has or may have any lia bility or obligation ( ii ) Each Employee Plan intended to be qualified un der Section 401(a ) of the Code ( i ) is the subject of an unrevoked favorable d etermination letter from the Internal Revenue Servi ce ( the ), ( ii ) has a request for such a letter pendin g with the IRS or has remaining a period of time un der the Code or applicable Treasury regulations or IRS pronounce ments in which to request, and make any amendments necessary to obtain, such a letter from the IRS, or ( iii ) is a prototype or volume submitter plan enti tled to rely on a favorable opinion or advisory letter issued by th e IRS to the sponsor of such prototype or volume su bmitter plan