definiens: means each pension, benefit, retirement, disability, salary continuation for disability, compensation, profit - sharing, deferred compensation, incentive, performance award, equity, phantom equity, individualemployment, consulting, stock or stock - based, health, medical, dental, hospitalization, life insurance, bonus, commission, excess benefit, relocation, change in control, retention, mass layoff benefits, plant closing benefits, severance, termination, post - retirement compensation or benefit, vacation, paid time off, tuition assistance, scholarship, fringe - benefit, tax equalization or other benefit plan, agreement ( including employment, consulting andcollective bargaining agreements ), policy, program, trust, fund or arrangement, in each case whether or not reduced towriting and whether funded or unfunded, including each within the meaning of Section 3(3 ) ofERISA, whether or not tax - qualified and whether or not subject to ERISA, ( i ) which is maintained, sponsored, contributed to, or required to be contributed to by Seller or any of its Affiliates or ERISA Affiliates for the benefit ofany current or former employee, officer, director, retiree, independent contractor or consultant of the Business or anyspouse or dependent of such individual, or ( ii ) under which Seller or any of its Affiliates or ERISA Affiliates has or mayhave any Liability on behalf of any such current or former employee, officer, director, retiree, independent contractor orconsultant of the Business, or with respect to which Buyer or any of its Affiliates could reasonably be expected tohave any Liability, excluding any mandatory state operated plan or program