definiens: shall mean any ( a ) employee benefit plan ( as defined in Section 3(3 ) of ERISA ), whether or not subject toERISA, ( b ) bonus, vacation, deferred compensation, incentive compensation, stock purchase, stock option, other equity - based plan, severance pay, termination pay, death and disability benefits, hospitalization, medical, life or other insurance or welfare benefits, flexible benefits, supplementalunemployment benefits, profit - sharing, pension or retirement plan, policy, program, agreement or arrangement, and ( b ) employment, consulting, severance or similar agreement, and each other employee benefit 4 plan, or arrangement, in each case that is ( i ) sponsored, maintained, contributed to or required to be contributed to by the Company or its Affiliates for thebenefit of any current or former employee or other individual service provider of the Company or its Subsidiaries, ( ii ) with respect to which the Companyor any of its Subsidiaries has any actual or contingent liability or ( iii ) to which the Company or any of its Subsidiaries is a party