definiens: means any collective bargaining agreement, any Pension Planor any bonus, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock appreciation, restricted stock, stockrepurchase rights, stock option ( including the Company Stock Plans ), phantomstock, performance, retirement, vacation, severance or termination, disability, death benefit, employment, consulting, independent contractor, director, retention, hospitalization, fringe benefit, medical, dental, vision or othermaterial plan, program, policy, arrangement or Contract ( whether or not subjectto the Laws of the United States ) established, maintained, contributed to orrequired to be established, maintained or contributed to by the Company or anyERISA Affiliate, in each case, providing benefits to any Company Personnel, andin each case whether written or oral, informal or formal, subject to ERISA ornot . The term shall also include any plan, program, policy, arrangement or Contract with respect to which the Company or any ERISA Affiliatemay have liability ( including potential, secondary or contingent liability)under Title IV of ERISA or otherwise to any Person being and including anyliability by reason of any Person 's being or having been an ERISA Affiliate