definiens: means ( i ) whether or not they are subject to ERISA, all material ( as defined in Section 3(3 ) of ERISA ), including all employee benefit plans which are ( as defined in Section 3(2 ) of ERISA ) and any other material written employee benefit arrangements orpayroll practices ( including, without limitation, severance pay, vacation pay, company awards, salarycontinuation for disability, critical illness, sick leave, death benefit, hospitalization, welfare benefit, employment insurance, weekly indemnity, supplemental unemployment benefit, group or individual health, dental, medical, life insurance, survivor benefit, deferred compensation, profit sharing, retirement, bonus orother incentive compensation, deferred compensation, equity based compensation arrangements or policies)and ( ii ) all written employment, termination, bonus, severance, change in control or other similar contracts(other than those just offering at - will employment without severance ), in each case with respect to whichSeller has any Liability or obligation with respect to current or former directors, officers, consultants andEmployees