definiens: shall mean any ( a ) as defined in Section 3(3 ) of ERISA ( whether or not subject to ERISA ), bonus, deferred compensation, incentive compensation, stoc k purchase, stock option, other equity - based plan, re tention, change in control, severance pay, terminat ion pay, death and disability benefits, hospitalization, med ical, life or other insurance, flexible benefits, f ringe benefit, vacation, supplemental unemployment benefits, profi t - sharing, pension or retirement plan, policy, prog ram, agreement or arrangement, and ( b ) individual employ ment, consulting, severance or similar agreement, a nd each other employee benefit plan, program or arrangement, in each case that is ( i ) sponsored, maintained, c ontributed to or required to be contributed to by the Company or its Subsidiaries for the benefit of any current or former officer, director, employee, independent contractor or individual consultant of the Company or its Sub sidiaries, ( ii ) with respect to which the Company or any of it s Subsidiaries has any liability or ( iii ) to which the Company or any of its Subsidiaries is a party . Notwithstand ing the foregoing, no plan, policy, program, agreem ent or arrangement that is sponsored, maintained or admini stered by Parent or any of its Affiliates ( other th an the Company and its Subsidiaries ) shall constitute an E mployee Plan for purposes of this Agreement