definiens: means ( a ) each as defined in Section 3(3 ) of ERISA, whether or not subject to ERISA, ( b ) any compensati on, employment, consulting, end of service or sever ance, termination protection, change in control, transact ion bonus, retention or similar plan, agreement, ar rangement, program or policy ; or ( c ) any other benefit or comp ensation plan, Contract, policy or arrangement prov iding for pension, retirement, profit - sharing, deferred compe nsation, stock option, equity or equity - linked comp ensation, stock purchase, employee stock ownership, tax gross -up, vacation, holiday pay or other paid time off, bonus or other incentive plans, medical, retiree medical, 3 vision, dental or other health plans, life insuranc e plans, and other employee benefit plans, welfare plans or fringe benefit plans, in each case whether or not w ritten, and ( i ) that is sponsored, maintained, admi nistered, contributed to or entered into by the Company or an y of its Subsidiaries, with respect to any current or former director, officer, employee or individual independe nt contractor of the Company or any of its Subsidia ries or any ERISA Affiliate ( each, an ), or ( ii ) for which the Company or any of its Subsidiaries has an y direct or indirect Liability ( whether actual or contingent )