definiens: within the meaning ofSection 3(3 ) of ERISA ( whether or not subject to ERISA ), ( ii ) which is a stock bonus, stock purchase, stock option, restricted stock, stock appreciation right or other equity or equity - based award or ( iii ) which provides for employment, individual consulting, severance, termination, separation, incentive deferred - compensation, change - in - control, retention, bonus or other compensation or ( iv ) which provides for other retirement, profit sharing, welfare - benefit, retiree health, employee loan, vacation, or fringe benefits, in each case, 57 whether written or unwritten and whether or not funded, to which the Company is party or that is sponsored, maintained, contributed to or required to be contributed to by the Company for the benefit of any Company Personnel(or any dependent or beneficiary thereof ) or under which the Company has or could reasonably be expected to haveany Liability . No Controlled Group Liability has been incurred by the Company or any ERISA Affiliate that has notbeen satisfied in full and there currently exists no condition or circumstances that would subject the Company or anyERISA Affiliate to any Controlled Group Liability