definiens: means each ( as defined in Section 3(3 ) of ERISA ), and all other em ployee benefit, bonus, incentive, retirement, defer red compensation, stock option ( or other equity - based ), severance, employment, change in control, welfare ( including post - retirement medical and life insuran ce ) and fringe benefit plans, programs, agreements and arrangements, whether or not subject to ERISA and w hether written or oral, for the benefit of any Spin co Employee, director or service provider who is a nat ural person or former employee, director or service provider who is a natural person of any of the Spinco Entiti es, ( i ) that is sponsored, maintained or contribute d to by any of the Spinco Entities, ( ii ) for which any of the Spin co Entities has any liability, contingent or otherw ise, or ( iii ) in the case of a bi - lateral agreement, to which any of the Spinco Entities is a party ; provided, however, that shall not include any Multiemployer P lan or any other plan, program or arrangement maint ained by ( A ) an entity other than a Spinco Entity pursuan t to a Collective Bargaining Agreement or ( B ) a Governmental Authority . The term Spinco Benefit Pla n shall not include any plan, program or arrangemen t sponsored or maintained by any of the Pluto Entitie s that is retained by any of the Pluto Entities pur suant to the Employee Matters Agreement ( a )