definiens: means any benefit arrangement, obligation, custom or practice, whether or not legally enforceable, to providebenefits, other than salary or under a Benefit Plan, as compensation for services rendered, including employment or individual consulting agreements, severance agreements, stay or retention bonuses or compensation, executive or incentive compensation programs or arrangements, incentive programsor arrangements, sick leave, vacation pay, plant closing benefits, patent award programs, salary continuation for disability, consulting, or othercompensation arrangements, retirement, deferred compensation, bonus, stock option or purchase plans or programs, hospitalization, medical insurance, life insurance, tuition reimbursement or scholarship programs, employee discount programs, meals, travel, or vehicle allowances, any plans subject toSection 125 of the Code and any plans providing benefits or payments in the event of a change of control, change in ownership or effective control, orsale of a substantial portion ( including all or substantially all ) of the assets of any business or portion thereof