"A publicly held corporation may deduct compensation paid to employees, but that deduction is limited to $1 million in the case of payments of 'applicable employee remuneration' made to 'covered employees' ... Compensation is excluded from this definition ... if it is paid on account of attainment of performance goals that meet certain conditions. The IRS concluded that grants of dividends (or equivalents) are separate and apart from the related restricted stock or RSUs, and so the dividend grants must separately satisfy the above conditions in order to be excluded from applicable remuneration."