definiens: means any material as defi ned in Section 3(3 ) of ERISA ( whether or not subject to ERISA ) and any other material ben efit arrangement or material obligation to provide benefits ( other than merely as salary ), including material e mployment or consulting agreements, severance agree ments or pay policies, stay or retention bonuses or compensa tion, executive or incentive compensation programs or arrangements, sick leave, vacation pay, paid time - o ff, plant closing benefits, voluntary or involuntar y redundancy payments or other benefits on terminatio n of employment, salary continuation for disability, workers ’ compensation, retirement or pension arrang ements, deferred compensation, bonus, profit sharin g, stock option or purchase plans or programs, adoption assi stance, fringe benefits, patent award, tuition reim bursement or scholarship programs, employee discount programs, meals, travel, or vehicle allowances, plans subje ct to Code Section 125, and plans providing benefits or p ayments in the event of a change of control, change in ownership or effective control or sale of a substan tial portion ( including all or substantially all ) o f the assets of any business or portion thereof ; provided, however, that any governmental plan or program to which a P erson is required by Law to contribute or requiring the mand atory payment of social insurance charges or taxes or similar contributions to a governmental fund with respect t o the wages of an employee, and any benefit plan, arrangement or obligation that a Person is required by Law to maintain, shall not be considered a Bene fit Plan