definiens: shall mean any ( a ) ( as defined in Section 3(3 ) of ERISA ), whether or notsubject to ERISA, bonus, deferred compensation, incentive compensation, stock purchase, stock option, other equity - based plan, loan, workers ’ compensation, retention, change in control, severance pay, termination pay, death and disability benefits, hospitalization, medical, life or other insurance, flexible benefits, fringe benefit, vacation, supplemental unemployment benefits, profit - sharing, pension or retirementplan, policy, program, agreement or arrangement, and ( b ) employment, consulting, severance or similar agreement, and each other employeebenefit plan, or arrangement, in each case that is ( i ) sponsored, maintained, contributed to or required to be contributed to by the Company orits Affiliates for the benefit of any current or former officer, director, employee, independent contractor, or individual consultant of theCompany or its Subsidiaries, ( ii ) with respect to which the Company has any liability or ( iii ) to which the Company is a party