definiens: plan, fund or program ( within themeaning of section 3(1 ) of the Employee Retirement Income Security Act of 1974,as amended ( ) ) ; plan, fund or program ( within the meaning ofsection 3(2 ) of ERISA ) ; each material employment, change - in - control, terminationor severance agreement ; and each other material employee benefit plan, fund, program, agreement or arrangement, in each case, that is sponsored, maintainedor contributed to or required to be contributed to by any of the TransferredBusiness Companies or by any trade or business, whether or not incorporated, that together with any Transferred Business Company would be deemed a within the meaning of section 4001(b ) of ERISA ( an ), or to which any of the Transferred Business Companies or an ERISA Affiliate isparty, whether written or oral, for the benefit of any United States and foreignemployee or former employee of any Transferred Business Company ( the )