This excerpt taken from the CACB DEF 14A filed Mar 11, 2008.
Section 162(m) Limitations. Section 162(m) of the Code generally disallows a tax deduction to a public company for compensation in excess of $1 million paid in a year to Cascades Chief Executive Officer or any of the four other most highly compensated officers. Stock options and other stock awards may qualify as performance-based compensation if Cascade satisfies certain requirements in connection with the plan under which the awards are granted. Among other requirements, the plan must be shareholder-approved and must contain a limit on the aggregate value any one individual under the plan may receive during a specified period. Accordingly, the Plan provides that no grantee may receive more than $5,000,000 annually (see