definiens: shall mean any pension, benefit, retirement, compensation, employment, consulting, profit - sharing, deferredcompensation, 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, Code Section 125 cafeteria, fringe - benefit and other similar agreement, plan, policy, program or arrangement ( and any amendments thereto ), in each case whether or not reduced to writing and whether funded orunfunded, including each within the meaning of Section 3(3 ) of ERISA, whether or not tax - qualified and whether ornot subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by Seller for the benefit ofany current or former employee, officer, director, retiree, independent contractor or consultant of Seller or any spouse or dependent of suchindividual, or under which the Seller or any of its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of itsAffiliates would reasonably be expected to have any Liability, contingent or otherwise