definiens: as defined in Section 3(3 ) of the Employee Retirement Income Secu rity Act of 1974, as amended ( ), whether or not subject to ERISA, and each other employee benefit p lan, policy, program or arrangement providing compensation or benefits to any current or former d irector, independent contractor, officer, manager o r employee of the Company or any Subsidiary, including, but no t limited to, any bonus, unique payment, commission, employment, offer letters, restrictive covenant, in dependent contractor, consulting, retention, severa nce, fringe benefits, change in control, incentive, equity or e quity - based compensation, phantom stock, retirement, defined contribution, savings, hospitalization, insurance, defined benefit, health and welfare, vacation, sick leave, paid time off, deferred compensation, retiree, and each other benefit or compensatory plan, policy, program, agreement, or arrangement ( whether formal or inform al, -32- written or unwritten ( including any verbal commitme nt ), funded or unfunded ), in each case, that is or was contributed to, or sponsored or maintained by the S ellers, the Company, or any of its Subsidiaries, or pursuant to which the Sellers, the Company or any of its Subsid iaries has or could reasonably be expected to have any Liabilities or any obligations to contribute, ( each a ), and separately indicati ng any Company Benefit Plan that is sponsored or maintaine d outside of the jurisdiction of the United States or for the benefit of any employees of or individual service p roviders to the Company or any of its Subsidiaries who reside or work outside of the United States ( each, a )