definiens: within the meaning of Section 3(3)of ERISA, whether or not Tax - qualiﬁed and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required tobe contributed to by Company or an ERISA Aﬃliate for the beneﬁt of any current or former employee, oﬃcer, director, retiree, independent contractor orconsultant of Company or an ERISA Aﬃliate or any spouse or dependent of such individual, or under which Company or an ERISA Aﬃliate has or mayhave any Liability, or with respect to which Parent or any of its Aﬃliates would reasonably be expected to have any Liability, contingent or otherwise otherthan offer letters entered into in the ordinary course ( as listed on Section 3.20(a ) of the Company Disclosure Schedules, each, a )