Section of the Internal Revenue Code that restricts the corporate tax deduction for compensation to $1 million per year for each senior executive. The senior executives covered by the law are the CEO, CFO, and the three highest-paid executives. In certain circumstances, stock options and restricted stock/RSUs are not included in the compensation calculation when (1) they are performance-based and have been approved by shareholders or (2) the grant was made on or before November 2, 2017, and has not been materially modified. Standard time-vested stock options with an exercise price equal to FMV are considered performance-based, while restricted stock would need performance-vesting features. For more details, including the elimination in 2018 of the performance-based compensation exemption, see the related FAQ.