definiens: ( within the meaning of Section 409A of the Code ), including the grant, vesting or exercise of any stock optionor stock appreciation right, will or may provide for the deferral of compensation subject to Section 409A of the Code, whether pursuant to the execution and delivery of this Agreement or the consummation of the transactions contemplatedhereby ( either alone or upon the occurrence of any additional or subsequent events ) or otherwise . Each Company Planthat is a nonqualified deferred compensation plan subject to Section 409A of the Code has been operated andadministered in good faith compliance with Section 409A of the Code from the period beginning January 1, 2005 andcontinuing through the date hereof . All stock options granted under the Company Option Plans have been granted incompliance with the terms of applicable Legal Requirements and the applicable Company Option Plans and have ( orwith respect to such options which have been exercised as of the date of this Agreement, had ) a per share exercise pricethat is ( or with respect to such options which have been exercised as of the date of this Agreement, was ) at least equal tothe fair market value of a share of the underlying stock as of the date the option was granted ( determined in accordancewith applicable Legal Requirements, including, to the extent applicable, Section 409A of the Code )