definiens: shall mean any material employment, consulting, severance or other similar contract, arrangement or policy and each material plan, arrangement ( written or oral ), program, agreement or commitment provid ing for insurance coverage ( including without limitation any self - insured arrangements ), workers ' compensation, disability benefits, supplementa l unemployment benefits, vacation benefits, retirement benefits, life, health, disability or accident benefits ( including without limitatio n any as defined in Section 501(c)(9 ) of the Code providing for the same or other benefits ) or f or deferred compensation, profit - sharing bonuses, stock options, stock a ppreciation rights, stock purchases or other forms of incentive compensa tion or post - retirement insurance, compensation or benefits which ( A ) ( 1 ) is not a Welfare Plan, Pensi on Plan or Multiemployer Plan, ( 2 ) is entered into, maintained, co ntributed to or required to be contributed to, as the case may be, by Company or an ERISA Affiliate or under which Company or any E RISA Affiliate may incur any liability, and ( 3 ) covers any employee or former employee of Company or any ERISA Affiliate ( with respect to t heir relationship with such entities ), or ( B ) any plan covering employees or f ormer employees of any Foreign Subsidiary ( with respect to their relationship with such entities ) which if maintained or administ ered in or otherwise subject to the laws of the United States would be described in paragraph ( A )