definiens: shall mean all ( i ) as defined in Section3(3 ) of ERISA, together with plans or arrangements that would be so defined if they were not ( A)otherwise exempt from ERISA by Section 3(3 ) of ERISA or another Section of ERISA, ( B)maintained outside the United States or ( C ) individually negotiated or applicable only to oneindividual and ( ii ) any other written or oral benefit arrangement or obligation to provide benefitsas compensation for services rendered, including employment or consulting agreements ( exceptfor agreements that provide for at will employment that can be terminated at no cost to theCompany or the Buyer and with notice periods of no more than thirty ( 30 ) days ), severanceagreements, arrangements, plans or pay policies, stay or retention bonuses or compensation, incentive ( including equity or equity - linked ) plans, programs or arrangements, sick leave, vacation pay, salary continuation or insurance for disability, consulting, or other compensationarrangements, retirement, deferred compensation, bonus, stock option or purchase plans orprograms, hospitalization, medical insurance, life insurance, tuition reimbursement or scholarshipprograms, any plans subject to Section 125 of the Code and any plans providing benefits orpayments in the event of a change of control, change in ownership or effective control, or sale ofa substantial portion ( including all or substantially all ) of the assets of any business or portionthereof