definiens: means ( A ) an employee benefit plan within the meaning of Section 3(3 ) of ERISA whetheror not subject to ERISA ; ( B ) stock option plans, stock purchase plans, bonus or incentive award plans, severance payplans, programs or arrangements, deferred compensation arrangements or agreements, employment agreements, changein control agreements, executive compensation plans, programs, agreements or arrangements, change in control plans, programs orAgreement and Plan of Merger - Page 32 arrangements, supplemental income arrangements, vacation plans, and all other employee benefit plans, agreements, and arrangements, not described in ( A ) above ; and ( C ) plans or arrangements providing compensation to employee andnon - employee directors . In the case of a Company Employee Program funded through a trust described in Section401(a ) of the Code or an organization described in Section 501(c)(9 ) of the Code, or any other funding vehicle, eachreference to such Employee Program shall include a reference to such trust, organization or other vehicle