definiens: ( as defined in Section 409A(d)(1 ) of the Code ) material ly complies in form and operation with Section 409A of the Code and all IRS regulations and other guidance the reunder . No event has occurred that would be treate d by Section 409A(b ) of the Code as a transfer of proper ty for purposes of Section 83 of the Code . Since Ja nuary 1, 2005, no stock option or equity unit option granted under any Public Company Employee Plan has an exer cise price that has been or may be less than the fair ma rket value of the underlying stock or equity units ( as the case may be ) as of the date such option was granted or h as any feature for the deferral of compensation oth er than the deferral of recognition of income until the later o f exercise or disposition of such option . No nonqua lified deferred compensation plan has been administered in a manner that would cause an excise tax to apply t o payments to plan participants