definiens: shall mean all ( i ) as defined in Section 3(3 ) of ERISA, together with plans or arrangements that would be so defined if they were not ( A ) otherwise exempt from ERISA bySection 3(3 ) of ERISA or another Section of ERISA, ( B ) maintained outside the United States or ( C ) individuallynegotiated or applicable only to one individual and ( ii ) any other written or oral benefit arrangement or obligation toprovide benefits as compensation for services rendered, including employment or consulting agreements ( except foragreements that provide for at will employment that can be terminated at no cost to the Company or the Buyer andwith notice periods of no more than thirty ( 30 ) days ), severance agreements, arrangements, plans or pay policies, stay or retention bonuses or compensation, incentive ( including equity or equity - linked ) plans, programs orarrangements, patent award programs, sick leave, vacation pay, plant closing benefits, salary continuation orinsurance for disability, consulting, or other compensation arrangements, retirement, deferred compensation, bonus, stock option or purchase plans or programs, hospitalization, medical insurance, life insurance, tuition reimbursementor scholarship programs, any plans subject to Section 125 of the Code and any plans providing benefits or paymentsin the event of a change of control, change in ownership or effective control, or sale of a substantial portion ( includingall or substantially all ) of the assets of any business or portion thereof