definiens: means any employee benefit plan, employment or severance agreement or othercompensation, employment or benefit plan, program, policy, agreement or arrangement, including ( a ) any profit - sharing, deferred compensation, commission, incentive, equity inducement, independent contractor, bonus, equity - based, tax gross - up, pension, retirement, retention, severance or change of control plan, program, policy, agreementor arrangement, ( b ) any plan, program, policy, agreement or arrangement providing for or perquisites,(c ) any hospitalization, health, welfare, post - retirement medical, vision, dental, disability, vacation, sick leave, or otherbenefit plan, program, policy, agreement or arrangement or ( d ) any other within the meaning ofSection 3(3 ) of ERISA ( whether or not subject to ERISA ) ; provided that in no event shall a Benefit Plan include any ( as defined in Section 3(37 ) of ERISA )