definiens: means each as defined in Section 3(3 ) of ERISA ( whether or nottax - qualified and whether or not subject to ERISA ), each employment, offer letter, individual consulting, indemnification, change incontrol, severance, termination, retention, bonus, pension, profit sharing, deferred compensation, incentive compensation, stockownership, stock purchase, stock option, restricted stock, restricted stock unit, phantom stock or other equity - based compensation, retirement, vacation, severance, disability, death benefit, hospitalization, health, welfare, medical, paid time off, retiree or post - employment health or welfare, retiree or post - employment life, fringe or other benefit or compensation plan, policy, program or Contract, in each case sponsored, maintained or contributed to, or required to be sponsored, maintained or contributed to, by the Company or anyERISA Affiliate of the Company in each case for the benefit of any current or former employee, officer, director, consultant, independentcontractors or individual service provider of the Company or any of its Subsidiaries, or under or with respect to which the Company orany of its Subsidiaries has any current or contingent liability or obligations, in all cases, other than any plan, policy, program, arrangement or understanding sponsored by a Governmental Authority