definiens: is any within the meaning of Section3(3 ) of ERISA, and whether or not subject to ERISA, any material employment, termination or severance agreement, and any material bonus, deferred compensation, incentive compensation, stock ownership, stock purchase, stockoption, 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, orprogram providing compensation or benefits to any current or former employee, director or independent contractorof the Company or any ERISA Affiliate of the Company or maintained, contributed to, or required to be contributedto by the Company or other ERISA Affiliate or that the Company or any ERISA Affiliate has committed to establish, adopt or contribute to, or under which the Company or any ERISA Affiliate otherwise has or may have any liability