Common use of 409A Compliance Clause in Contracts

409A Compliance. Neither MAMP nor any MAMP Subsidiary is party to, or has or may reasonably be expected to have any liability with respect to, any plan, program, agreement or arrangement that is a “nonqualified deferred compensation plan” subject to Section 409A of the Code, or pursuant to which it could have an obligation to gross-up Taxes imposed by Section 409A(a)(1)(B) of the Code. No MAMP Options or other right to acquire MAMP Common Stock or other equity of MAMP or any MAMP Subsidiary (i) has an exercise price that was less than the fair market value of the underlying equity as of the date such option or right was granted, as determined in good faith and in compliance with the relevant IRS guidance in effect on the date of grant, (ii) 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 options or rights, or (iii) otherwise does not qualify as an exempt “stock right” as that term is used in Treasury Regulation Section 1.409A-1(b)(5).