definiens: within the meaning ofSection 409A(d)(1 ) of the Code subject to Section 409A of the Code has been operated in compliance with Section 409A ofthe Code since January 1, 2005, based upon a good faith, reasonable interpretation of ( i ) Section 409A of the Code and theregulations promulgated thereunder and ( ii ) IRS Notice 2005 - 1 or any other applicable IRS guidance, in each case as modifiedby IRS Notice 2007 - 86 . Each Company Stock Option, commencing at the time of its grant and continuing throughout theperiod ending immediately prior to the Effective Time, has had an exercise price that may never be less than the fair marketvalue of the underlying stock on the date of grant, and has not included any feature for the deferral of compensation otherthan the deferral of recognition of income described in Treasury Regulations Section 1.409A-1(b)(5)(i)(A)(3)(i ) and ( ii )