“Benefit Plan” means any employment, consulting, bonus, incentive compensation, deferred compensation, pension, profit sharing, retirement, stock purchase, stock option, stock ownership, stock appreciation rights, phantom stock, leave of absence, layoff, vacation, day or dependent care, [[Organization A:Organization]] services, cafeteria, life, health, accident, disability, worker’s compensation or other insurance, severance, separation or other benefit plan, practice, policy or arrangement, whether written or oral, or whether for the benefit of a single individual or more than one individual including, but not limited to, any “employee benefit plan” within the meaning of Section 3(3) of ERISA.

“Benefit Plan” means any employee benefit plan, including pension, benefit, retirement, compensation, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity or other equity, change in control, retention, severance, vacation, paid time off, welfare, fringe-benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), including each “employee benefit plan” within the meaning of Section 3(3) of ERISA.

“Benefit Plan” means each employee compensation and benefit plan, program, policy, agreement or other arrangement, including any employee welfare plan within the meaning of Section 3(1) of ERISA, any employee pension benefit plan within the meaning of Section 3(2) of ERISA (whether or not such plan is subject to ERISA) and any employee benefit plan within the meaning of Section 3(3) of ERISA, and any bonus, incentive, deferred compensation, vacation, stock purchase, phantom equity or phantom bonus plan or agreement, stock option, equity or equity-based, severance, employment, change of control, pension, retirement, or fringe benefit plan or other compensation plan, program or agreement (other than any “multiemployer plan” within the meaning of [Section 4001(a)(3)] of ERISA (a “Multiemployer Plan”)), whether or not US-DOCS\131312541.20

“Benefit Plan” means each pension, benefit, profit sharing, retirement, supplemental retirement, deferred compensation, performance award, equity, equity-based, equity incentive, bonus, incentive, vacation, paid time off (PTO), employment, change-in-control, collective bargaining, retention, compensation, employee loan, consulting, insurance coverage, severance, non-competition, cafeteria, disability, accident, health, hospitalization, medical, life, vision, dental, prescription drug, supplemental unemployment, apprenticeship and training, day care, scholarship, group legal benefits, fringe benefit or other similar plan, agreement, commitment, program, policy, practice or arrangement (and any amendments thereto), in each case whether written or unwritten, formal or informal, and funded or unfunded, including but not limited to each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA.

“Employee Benefit Plan” means each “employee benefit plan” (as defined in [section 3(3)] of ERISA), each retention, employment, severance, bonus, incentive, change-in-control, retirement, pension, profit-sharing, nonqualified, deferred compensation, equity or equity-based, welfare, vacation, health or medical, disability, or sick leave contract, plan, program, policy, agreement or arrangement, and each other benefit or compensation contract, plan, program, policy, agreement or arrangement that is maintained, sponsored, contributed to or required to be contributed to by the Company or its Affiliates, or with respect to which the Company, its or Affiliates, or any ERISA Affiliate has or could reasonably be expected to have any current or potential liability or obligation.

“Benefit Plan” means (a) each “employee benefit plan,” as such term is defined in Section 3(3) of ERISA, (b) each plan that would be an “employee benefit plan,” as such term is defined in Section 3(3) of ERISA, if it was subject to ERISA, such as foreign plans and plans for directors, (c) each stock bonus, stock ownership, stock option, stock purchase, stock appreciation rights, phantom stock, or other stock plan (whether qualified or nonqualified), (d) each bonus or incentive compensation plan and (e) each other employee or fringe benefit, plan, program or arrangement, whether written or non-written or subject to ERISA.

Section # Employee Benefit Plan. “Employee Benefit Plan” shall mean each pension, retirement, savings and profit sharing, per diem, bonus, jubilee pay, incentive, deferred compensation, severance pay, welfare or other employee benefit plan, fund or program, including without limitation any “employee benefit plan” within the meaning of Section 3(3) of ERISA, and any stock purchase, stock option or other equity based compensation plans, agreement or arrangement, supplemental savings and profit sharing plan, retention plan, nonqualified deferred compensation plan, change in control agreement, vacation, employment, independent contractor, disability, hospitalization, sickness, death, medical insurance, dental insurance, tuition assistance, life insurance, fringe benefit and any other employee benefit plan (whether provided on a funded or unfunded basis, or through insurance or otherwise), agreement, program, policy, trust, fund, contract or arrangement contributed to, required to be contributed to, or maintained or sponsored by, any of, or on behalf of, the Company, any Subsidiary or any of their ERISA Affiliates, or under which any of them has or reasonably could be expected to have any obligations (other than obligations to make current wage or salary payments or sales commissions terminable on notice of 30 days or less) or liabilities, actual or contingent, by guaranty or otherwise, whether or not legally binding, and whether or not subject to ERISA, covering present or former employees, independent contractors, leased employees, officers or directors of the Company, any Subsidiary or any ERISA Affiliate (or any spouse or dependent or beneficiary thereof).

“Company Plan” means any “employee benefit plan” (within the meaning of Section 3(3) of ERISA), whether or not subject to ERISA, equity-based compensation (including any stock option, stock appreciation right, restricted stock, stock purchase, stock unit, performance award, capital interest, profits interest or phantom equity), compensation, change in control, transaction, retention, incentive, bonus, profit-sharing, savings, deferred compensation, health, medical, dental, life insurance, disability, accident, supplemental unemployment, vacation, paid time off, welfare, pension, retirement, employment, severance, salary or benefits continuation, death benefit, gift, fringe benefit or other perquisites in the form of a plan, policy, program, arrangement, agreement or commitment (and amendments thereto), whether or not any such plan, policy, program, arrangement, agreement and/or commitment is in writing, funded or unfunded, whether or not Tax-qualified, or subject to or exempt from the provisions of ERISA, for the direct or indirect benefit of any current or former employee, officer, manager, director or consultant of the Company or any dependent, family member or associate of any of them, which the Company or any of its Affiliates maintains, sponsors, contributes to or is required to contribute to.

“Plan” means # each “employee benefit plan” (as such term is defined in Section 3(3) of ERISA), # each employment, consulting, advisor or other service agreement or arrangement, # each severance, termination, pension, retirement, supplemental retirement, excess benefit, profit sharing, bonus, incentive, deferred compensation, retention, transaction, change in control and similar plan, program, arrangement, agreement, policy or commitment, # each compensatory stock option, restricted share, performance share, share appreciation, deferred share or other equity or equity-based plan, program, arrangement, agreement, policy or commitment, # each savings, life, health, disability, accident, medical, dental, vision, cafeteria, insurance, flex spending, adoption/dependent/employee assistance, tuition, vacation, paid-time-off, other welfare fringe benefit and # each other employee benefit plan, program or arrangement to provide compensation or benefits to or for the benefit of any of its current or former employees, consultants, managers or directors, or the spouses, beneficiaries or other dependents thereof, in each case that is maintained, sponsored or contributed to by the Company or any ERISA Affiliate or under which the Company or any ERISA Affiliate has or may reasonably be expected to have any obligation or liability, whether actual or contingent, direct or indirect.

“Employee Plan” means # an “employee benefit plan” within the meaning of [Section 3(3)] of ERISA whether or not subject to ERISA; # other plan, program, policy, agreement or arrangement providing for stock options, stock purchases, equity-based compensation, bonuses (including any annual bonuses and retention bonuses) or other incentives, severance pay, deferred compensation, employment, compensation, change in control or transaction bonuses, supplemental, vacation, retirement benefits (including post-retirement health and welfare benefits), 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 # above; and # all other plans, programs, policies, agreements or arrangements providing compensation to employees, consultants and non-employee directors.