definiens: means any plan, program, policy, practice, agreement or other arrangementproviding compensation in any form to any current or former employee, independent contractor, officer or director of Coleyor any Coley Subsidiary or any beneficiary or dependent thereof, 26whether written or unwritten, formal or informal, including without limitation any within themeaning of Section 3(1 ) of ERISA ( ), any within themeaning of Section 3(2 ) of ERISA ( whether or not such plan is subject to ERISA ) ( ), andany other pension, profit - sharing, bonus, incentive compensation, deferred compensation, vacation, sick pay, stock purchase, stock option, equity, phantom equity, severance, employment, consulting, unemployment, termination pay, hospitalization orother medical, life, or other insurance, long- or short - term disability, change of control, fringe benefit, employment orretention agreement, consulting or independent contractor agreement, or any other plan, program, practice, agreement, policy, or other arrangement ; and ( 2 ) means the Employee Retirement Income Security Act of 1974, as amended, and therules and regulations promulgated thereunder