On June 4, 2007, the IRS issued Notice 2007-49 (the “Notice”), which provides guidance on identifying covered employees for the purpose of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

Generally, in the case of any publicly-held corporation, compensation for personal services by covered employees in excess of $1 million is not deductible, unless certain requirements are met as set forth under Code Section 162(m).