This excerpt taken from the ATVI DEF 14A filed Jul 29, 2005.
Provided that the Stockholders approve the 2003 Plan, certain awards granted under the 2003 Plan may qualify as "performance-based compensation" (as such term is used in Section 162(m) of the Code and the regulations thereunder) and thus be exempt from the deduction limitation imposed by Section 162(m) of the Code ("Performance-Based Awards"). Performance-Based Awards may be awarded to employees subject to the rules of Code Section 162(m), at any time and from time to time, as shall be determined by the Compensation Committee. Awards may only qualify as Performance Based Awards if, among other things, at the time of grant the Compensation Committee is comprised solely of two or more "outside directors." Such Performance-Based Awards may take the form of cash, common stock, options, SARs or any combination thereof. The Compensation Committee shall set performance goals based on specific performance measures which, depending on the extent to which such goals are met, will determine the number and/or value of such Performance-Based Awards that will be paid out to the participants. The maximum amount of Performance-Based Awards (other than options or SARs) that may be awarded to any employee during any fiscal year of the Company is $1,000,000. The maximum amount of Performance-Based Awards that are options or SARs that may be awarded to any employee during any fiscal year of the Company is options or SARs covering 1,500,000 shares of common stock. The Compensation Committee will establish in writing the objective performance goals applicable to a given period and the employee or class of employees to which such goals apply and may not revise such performance goals or increase the amount of compensation payable thereunder upon the attainment of such goals.