definiens: meanseach ( i ) as defined in Section 3(3 ) of ERISA and ( ii ) other pension, retirement, deferredcompensation, excess benefit, profit sharing, bonus, incentive, equity or equity - based, phantom equity, employment, consulting, severance, change - of - control, retention, health, life, disability, group insurance, paid - time off, holiday, welfare and fringe benefit plan, program, contract, or arrangement ( whether written or unwritten, qualified ornonqualified, funded or unfunded and including any that have been frozen or terminated ), in any case, maintained, contributed to, or required to be contributed to, by the Company or any of its Subsidiaries or Company ERISAAffiliates for the benefit of any current or former employee, director, officer or independent contractor of the Companyor any of its Subsidiaries or under which the Company or any of its Subsidiaries has any actual or contingent liability(including, without limitation, as to the result of it being treated as a single employer under Code Section 414 with anyother person )