definiens: ( as defined in Section 409A(d)(1 ) of the Code ) complies in form and operation with Section 409A of the Code and al l IRS regulations and other guidance promulgated thereund er . No event has occurred that would be treated by Section 409A(b ) of the Code as a transfer of property for p urposes of Section 83 of the Code . No stock option or equity unit option granted under any Otic Pharma Employee Plan has an exercise price that has been or may be less than the fair market value of the underlying stock or equity units ( as the case may be ) as of the date such option was granted or has any feature for the deferral of compensation other than the deferral of recognition of income until the later of exercise or disposition of such option . No nonqualified deferred compensation plan has been administered in a manner that would cause an excise tax to apply to payments to plan participants