"[P]ublicly traded corporations should carefully review their compensation plan/arrangements to ensure that: [1] The proxy statement disclosures do not include a promise (or imply a promise) that the compensation will qualify as performance-based compensation under Section 162(m); [2] The performance goals are based on a business criteria; [3] The performance goal is based on an objective formula so that a third party could calculate the award with knowledge of the relevant performance result; [4] The performance goal is established before or soon after the performance period starts; and [5] There is no discretion to increase the amount of compensation payable."