definiens: means each : ( i ) ” employee benefit plan ” as defined in Section 3(3 ) of ERISAand ( ii ) other pension, retirement, deferred compensation, excess beneﬁt, proﬁt sharing, bonus, incentive, equity or equity - based, phantom equity, employment ( other than at - will employment oﬀer letters on Parent ’s standard form and other than individual Parent Options, Parent RSUs or othercompensatory equity award agreements made pursuant to Parent ’s standard forms, in which case only representative standard forms of such agreementsshall be scheduled ), consulting, severance, change - of - control, retention, health, life, disability, group insurance, vacation beneﬁts, paid - time oﬀ, holiday, welfare and fringe beneﬁt plan, program, agreement, contract, policy or arrangement ( whether written or unwritten, qualiﬁed or nonqualiﬁed, funded orunfunded and including any that have been frozen or terminated ), in any case, maintained, contributed to, or required to be contributed to, by Parent orParent ERISA Aﬃliates for the beneﬁt of any current or former employee, director, oﬃcer or independent contractor of Parent or under which Parent hasany actual or contingent liability ( including, without limitation, as to the result of it being treated as a single employer under Code Section 414 with anyother person )