definiens: as defined in Section 3(2 ) of ERISA ( ) whether or notsubject to ERISA ; ( ii ) as defined in Section 3(1 ) of ERISA ( ) whether or not subject to ERISA ; ( iii ) stock bonus, stock option, restrictedstock, phantom stock, stock appreciation right, stock purchase or other equity compensationplans ; bonus, profit - sharing or other incentive plans ; deferred compensation arrangements;severance plans ; holiday or vacation plans ; sabbatical programs ; relocation arrangements ; orany other fringe benefit programs ; and ( iv ) other material employee benefit or compensationplans, agreements ( including any individual agreements ), programs, policies or arrangements, ineach case covering employees, directors or consultants of the Company that either is maintainedor contributed to by the Company or any of the Company ERISA Affiliates or to which theCompany or any of the Company ERISA Affiliates is obligated to make payments or otherwisemay have any liability ( collectively, the )