This excerpt taken from the BBBY DEF 14A filed Jun 1, 2009.
Section 162(m) of the Code. Section 162(m) of the Code denies a deduction to any publicly held corporation for compensation paid to certain covered employees in its taxable year to the extent that such compensation exceeds $1,000,000 and is not performance-based compensation. Covered employees are a companys chief executive officer on the last day of the taxable year and the three other most highly paid executive officers (other than the chief financial officer) whose compensation is required to be reported to stockholders in its proxy statement under the Exchange Act. Compensation paid to covered employees as a result of the exercise of non-qualified stock options granted in accordance with the terms of the 2004 Plan are intended to be performance-based compensation enabling the Company to receive a deduction for the full amount of such compensation without regard to the $1,000,000 cap.
This excerpt taken from the BBBY 8-K filed Jan 5, 2006.
The Internal Revenue Code of 1986, as amended and all rulings and regulations thereunder.