Common use of IRC Section 409A Compliance Clause in Contracts

IRC Section 409A Compliance. If the Company or Executive reasonably determines that any compensation or benefits payable pursuant to this Agreement may be subject to Section 409A of the Internal Revenue Code (“Section 409A”), the Company and Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (i) exempt the compensation and benefits payable under this Agreement from Section 409A and/or to preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (ii) comply with the requirements of Section 409A.