definiens: means any ( as defined in Section 3(3 ) of ERISA ), including any plan, Multiemployer Plan andany other material plan, program, Contract or arrangement ( written or oral, whether or not subject to ERISA ) involving direct or indirectcompensation or benefits, including insurance coverage, severance or other termination pay or benefits, change in control, tax gross - up, tax indemnity, retention, performance, holiday pay, vacation pay, fringe benefits, disability benefits, pension, retirement plans, profitsharing, deferred compensation, bonuses, stock options, stock purchase, restricted stock or stock units, phantom stock, stockappreciation or other forms of incentive compensation or post - retirement compensation, sponsored, maintained or contributed to by theCompany or ERISA Affiliate for the benefit of any current or former director, officer, employee or consultant of the Company, or withrespect to which the Company has or may have any Liability