definiens: means any ( i ) as defined in Section 3(3 ) of ERISA ( whetheror not subject to ERISA ), ( ii ) compensation, employment, individual consulting, severance, termination protection, change in control, transaction bonus, retention or similar plan, agreement, arrangement, program or policy or ( iii ) otherplan, agreement, arrangement, program or policy providing for compensation, bonuses, profit - sharing, equity or equity - based compensation or other forms of incentive or deferred compensation, vacation benefits, insurance ( including anyself - insured arrangement ), medical, dental, vision, prescription or fringe benefits, life insurance, relocation orexpatriate benefits, perquisites, disability or sick leave benefits, employee assistance program, workers’compensation, supplemental unemployment benefits or post - employment or retirement benefits ( includingcompensation, pension, health, medical or insurance benefits ), in each case, whether or not written and ( x ) that issponsored, maintained, administered, contributed to or entered into by the Company or any of its Subsidiaries for thecurrent or future benefit of any current or former Company Service Provider ( or, solely with respect to any such plan, agreement, arrangement, program or policy that is subject to Title IV of ERISA, for the current or future benefit of anycurrent or former employee or consultant of any entity that is, or in the last six years has been, an ERISA Affiliate ofthe Company ) or ( y ) for which the Company or any of its Subsidiaries has any direct or indirect liability