definiens: shall mean any benefit and compensation plan, contract, policy or arrangement covering employees or former employees and leased employees, directors, officers, shareholders or independent contractors ( in each case either current or former ) of the Company ( or predecessors thereof ) or any Company ERISA Affiliate, including, but not limited to any plan, fund or program ( within the meaning of Section 3(1 ) of ERISA ) ; any plan, fund or program ( within the meaning of Section3(2 ) of ERISA ) ; any incentive compensation plan ; any employment, consulting, termination, retention, indemnification or severance agreement, plan or arrangement ; any stockownership, stock bonus, stock option, restricted stock, stock appreciation right, profits interest, membership unit award, stock purchase, phantom stock or bonus plan ; anynonqualified deferred compensation plan ( within the meaning of Section 409A of the Code ) ; and any fringe benefit or perquisite plan, arrangement or policy ; in each case,(whether funded or unfunded, written or oral, qualified or nonqualified ), that is sponsored, maintained or contributed to or required to be contributed to by the Company or anyCompany ERISA Affiliate