definiens: means ( A ) an within the meaning of Section 3(3 ) of ERISA whether or not subject to ERISA ; ( B ) other plan, program, policy, agreement or arrangement providing for stock options, stock purchases, equity - based compensation, bonuses ( including any a nnual bonuses and retention bonuses ) or other incentives, severance pay, deferred compen sation, employment, compensation, change in control or transaction bonuses, supplemen tal, vacation, retirement benefits ( including post - retirement health and welfare benef its ), pension benefits, profit - sharing benefits, fringe benefits, life insurance benefits, perquisites, health benefits, medical benefits, dental benefits, vision benefits, and all other employee benefit plans, agreements, and arrangements, not described in ( A ) above ; and ( C ) all other plans, programs, policies, agreements or arrangements providing compensation t o employees, consultants and non - employee directors