definiens: means any material benefit or compensation plan, policy, program, practice, agreement, understanding orarrangement ( whether written or oral ) maintained, sponsored or contributed to by the Company or any ERISA Affiliate forproviding any current or former director, officer, employee or consultant ( or to any dependent or beneficiary thereof ) of theCompany or any ERISA Affiliate with ( i ) pension, profit sharing, stock bonus, deferred compensation or retirement benefits,(ii ) medical, dental, cafeteria or other health and welfare 2benefits, ( iii ) life or death benefits, insurance benefits, workers ’ compensation, disability or accident benefits, supplementalunemployment benefits, vacation or holiday benefits, or ( iv ) incentive or bonus compensation, stock, stock option, stockappreciation, phantom stock, restricted stock or other stock - based compensation or benefits, or employment, severance, termination, retention, or change in control compensation or benefits, including any withinthe meaning of Section 3(1 ) of ERISA or any within the meaning of Section 3(2 ) of ERISA(whether or not such plan is subject to ERISA ), or any other benefit or compensation plan, policy, program, practice, agreement, understanding or arrangement ( whether written or oral ) under which the Company or any ERISA Affiliate has ormay have any Liability, whether actual or contingent