definiens: means each employee welfare benefit plan within the meaning ofSection 3(1 ) of ERISA ( whether or not such plan is subject to ERISA ), each employee pensionbenefit plan within the meaning of Section 3(2 ) of ERISA ( whether or not such plan is subject toERISA ), and each employment, consulting, compensation, salary contribution, change - in - control, bonus, incentive, equity or equity - based, phantom equity, deferred compensation, vacation, paidtime off, stock purchase, stock or stock - based, severance, termination pay or indemnity, retention, employment, change of control or fringe benefit or other material benefit or compensation plan, program, policy, scheme, arrangement, or agreement, whether or not written, that in each case, issponsored, maintained or contributed to by any member of the [COMPANY] Group or to which anymember of the [COMPANY] Group has or would reasonably be expected to have any material liability(whether current or contingent ), excluding any arrangements maintained by any GovernmentalEntity or otherwise required by applicable Law