definiens: means, whether or not written and whether or not required by applicable Law, any materialemployment, consultancy, severance or similar service agreement, plan, arrangement or policy and any other material plan orarrangement providing for compensation, bonuses, profit - sharing, equity or equity - based compensation or other forms ofincentive or deferred compensation, vacation benefits, insurance ( including any self - insured arrangements ), medical, dental, vision or prescription benefits, disability or sick leave benefits, life insurance, employee assistance program, workers'compensation, supplemental unemployment benefits and post - employment or retirement benefits ( including compensation, pension or insurance benefits ), which is not an Employee Benefit Plan, and which is sponsored, maintained, administered, contributed to, extended or arranged by the Company or any Company Subsidiary and covers any current of former employee, director or independent contractor of the Company or any Company Subsidiary, where such individual is located exclusivelyoutside of the United States