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107 STAT. 470 PUBLIC LAW 103-66—AUG. 10, 1993 "(m) CERTAIN EXCESSIVE EMPLOYEE REMUNERATION.— "(1) IN GENERAL.—^In the case of any publicly held corpora- tion, no deduction shall be allowed under this chapter for applicable employee remuneration with respect to any covered employee to the extent that the amount of such remuneration for the taxable year with respect to such employee exceeds $1,000,000. "(2) PUBLICLY HELD CORPORATION.—For purposes of this subsection, the term 'publicly held corporation means any cor- poration issuing any class of common equity securities required to be registered under section 12 of the Securities Exchange Act of 1934. "(3) COVERED EMPLOYEE.—^For purposes of this subsection, the term 'covered employee' means any employee of the tax- payer if— "(A) as of the close of the taxable year, such employee is the chief executive officer of the taxpayer or is an individ- ual acting in such a capacity, or "(B) the total compensation of such employee for the taxable year is required to be reported to shareholders under the Securities Exchange Act of 1934 by reason of such employee being among the 4 highest compensated ofiEicers for the taxable year (other than the chief executive officer). "(4) APPLICABLE EMPLOYEE REMUNERATION.—For purposes of this subsection— "(A) IN GENERAL.—^Except as otherwise provided in this paragraph, the term 'applicable employee remunera- tion* means, with respect to any covered employee for any taxable year, the aggregate amount allowable as a deduc- tion under this chapter for such t£ucable year (determined without regard to this subsection) for remuneration for services performed by such employee (whether or not dur- ing the taxable year). "(B) EXCEPTION FOR REMUNERATION PAYABLE ON COMMISSION BASIS.—^The term 'applicable employee remu- neration' shall not include any remuneration payable on a commission basis solely on accoimt of income generated directly by the individual performance of the individual to whom such remuneration is payable. "(C) OTHER PERFORMANCE-BASED COMPENSATION.—The term 'applicable employee remuneration' shall not include any remuneration payable solely on account of the attain- ment of one or more performance goals, but only if— "(i) the performance goals are determined by a compensation committee of the board of directors of the taxpayer which is comprised solely of 2 or more outside directors, "(ii) the material terms under which the remunera- tion is to be paid, including the performance goals, are disclosed to shareholders and approved by a major- ity of the vote in a separate shareholder vote before the payment of such remuneration, and "(iii) before £uiy payment of such remuneration, the compensation committee referred to in clause (i) certifies that the performance goals and any other material terms were in fact satisfied.