definiens: ( as defined underSections 409A(d)(1 ) or 457A of the Code ) and each award thereunder complies with, and has been operatedand administered in compliance with, the applicable requirements of Section 409A and 457A of the Code, respectively, including any regulations promulgated in proposed or final form and guidance issued thereunderfrom the period beginning January 1, 2005 through the date hereof or, to the extent amounts were deferred andvested in taxable years beginning before January 1, 2005, the plan under which the deferral is made has notbeen materially modified since October 2, 2004 . No such Employee Plan or any awards thereunder wouldsubject any service provider of the Company or any of its Subsidiaries to Taxes pursuant to Sections 409A or457A of the Code as a result of participation in any such Employee Benefit Plan or holding of any awardthereunder . Neither the Company nor any of its Subsidiaries is required to gross up or reimburse a payment toany employee for Taxes incurred under Sections 409A or 457A of the Code