This excerpt taken from the BEC DEF 14A filed Mar 27, 2007.
Policy with Respect to Section 162(m)
Section 162(m) of the Internal Revenue Code places a limit of $1 million on the amount of compensation that the Company may deduct in any one year with respect to the Chief Executive Officer and its four other most highly compensated executive officers. There is an exception to the $1 million limitation for performance-based compensation meeting certain requirements. In accordance with its stated objectives, the Committee will consider the appropriate balance with tax deductibility levels, but will not necessarily be limited by Section 162(m), as it determines executive compensation strategy.