definiens: is any within the meaning ofSection 3(3 ) of ERISA, and whether or not subject to ERISA, any material employment, termination or severanceagreement, and any material bonus, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, equity - based, vacation, severance, retention, change in control, profit sharing, retirement, welfare, disability, death benefit, hospitalization or insurance plan, and any other material plan, agreement, or program 48 providing compensation or benefits to any current or former employee, director or independent contractor of theCompany or any ERISA Affiliate of the Company or maintained, contributed to, or required to be contributed to bythe Company or other ERISA Affiliate or that the Company or any ERISA Affiliate has committed to establish, adoptor contribute to, or under which the Company or any ERISA Affiliate otherwise has or may have any liability