definiens: as definedin Section 3(2 ) of ERISA ( ) whether or not subject to ERISA ; ( ii ) as definedin Section 3(1 ) of ERISA ( ) whether or not subject to ERISA ; ( iii ) stock bonus, - 32 -stock option, restricted stock, phantom stock, stock appreciation right, stock purchase or other equity compensation plans;bonus, profit - sharing or other incentive plans ; deferred compensation arrangements ; severance plans ; holiday or vacationplans ; sabbatical programs ; relocation arrangements ; or any other fringe benefit programs ; and ( iv ) other material employeebenefit or compensation plans, agreements ( including any individual agreements ), programs, policies or arrangements, in eachcase covering employees, directors and consultants of the Company, any Company Subsidiary or any of the Company ERISAAffiliates that either is maintained or contributed to by the Company, any of the Company Subsidiaries or any of theCompany ERISA Affiliates or to which the Company, any of the Company Subsidiaries or any of the Company ERISAAffiliates is obligated to make payments or otherwise may have any liability ( collectively, the )