definiens: means all ( a ) as defined in Section 3(3 ) of ERISA, together with plans or arrangements that would be s o defined if they were not ( i ) otherwise exempt fro m ERISA by Section 3(3 ) of ERISA or another Section of ERIS A, ( ii ) maintained outside the United States or ( ii i ) individually negotiated or applicable only to one i ndividual and ( b ) any other written or oral benefit arrangement or obligation to provide benefits as compensation f or services rendered, including employment or consu lting agreements ( except - 65 - for agreements that provide for at will employment that can be terminated at no cost to the Company an d the Subsidiaries or non - U.S. agreements that provide on ly what is legally required by applicable local Law ), severance agreements, arrangements, plans or pay po licies, stay or retention bonuses or compensation, incentive ( including equity or equity - linked ) plans, programs or arrangements, patent award programs, sick leave, supplemental unemployment benefits, vacation pay, p lant closing benefits, salary continuation or insur ance for disability, consulting, or other compensation arran gements, retirement, deferred compensation, bonus, stock option or purchase plans or programs, hospitalizati on, medical insurance, life insurance, tuition reim bursement or scholarship programs or similar plans or program s, any plans subject to Section 125 of the Code and any plans providing benefits or payments in the event of a ch ange of control, change in ownership or effective c ontrol, or sale of a substantial portion ( including all or sub stantially all ) of the assets of any business or po rtion thereof