definiens: means as defined in Section 3(3 ) of ERISA, whether or not subject toERISA, and employment, consulting, bonus, incentive or deferred compensation, vacation, stock option or other equity - based, severance, termination, retention, change of control, profit - sharing, fringe benefit or other similar plans, programs, agreements or commitments, whether written or unwritten, for the benefit of any employee, former employee, independentcontractor, former independent contractor, director or former director of the Company entered into, maintained or contributedto by the Company or to which the Company is obligated to contribute, or with respect to which the Company has anyliability, direct or indirect, contingent or otherwise ( including any liability arising out of an indemnification, guarantee, holdharmless or similar agreement ) or otherwise providing benefits to any current or former employee, officer, independentcontractor or director of the Company or to any beneficiary or dependent thereof