123STA T .5 1 8PUBLIC LA W 111 – 5 —FE B.1 7, 2 0 0 9obligat io n a r i s ing f ro m finan c ial assistanc ep ro v i d ed u nder t h e TARP remains outstanding .‘ ‘ (D) (i) A prohibition on such TARP recipient pa y ing or accruing any bonus , retention a w ard, or incentive com - pensation during the period in which any obligation arising from financial assistance provided under the TARP remains outstanding, e x cept that any prohibition developed under this paragraph shall not apply to the payment of long- term restricted stoc k by such TARP recipient, provided that such long-term restricted stock — ‘‘( I ) does not fully vest during the period in which any obligation arising from financial assistance pro- vided to that TARP recipient remains outstanding
‘‘(II) has a value in an amount that is not greater than 1⁄3 of the total amount of annual compensation of the employee receiving the stock; and ‘‘(III) is sub j ect to such other terms and conditions as the S ecretary may determine is in the public interest. ‘‘(ii) The prohibition re q uired under clause (i) shall apply as follows
‘‘(I) F or any financial institution that received financial assistance provided under the TARP equal to less than $25 , 0 00,000, the prohibition shall apply only to the most highly compensated employee of the financial institution. ‘‘(II) For any financial institution that received financial assistance provided under the TARP equal to at least $25,000,000, but less than $250,000,000, the prohibition shall apply to at least the 5 most highly- compensated employees of the financial institution, or such higher number as the Secretary may determine is in the public interest with respect to any TARP recipient. ‘‘(III) For any financial institution that received financial assistance provided under the TARP equal to at least$250,000,000, but less than $500,000,000, the prohibition shall apply to the senior executive offi- cers and at least the 1 0 next most highly-compensated employees, or such higher number as the Secretary may determine is in the public interest with respect to any TARP recipient. ‘‘(I V ) For any financial institution that received financial assistance provided under the TARP equal to $500,000,000 or more, the prohibition shall apply to the senior executive officers and at least the 20 next most highly-compensated employees, or such higher number as the Secretary may determine is in the public interest with respect to any TARP recipient. ‘‘(iii) The prohibition required under clause (i) shall not be construed to prohibit any bonus payment required to be paid pursuant to a written employment contract executed on or before February 11, 200 9 , as such valid employment contracts are determined by the Secretary or the designee of the Secretary. ‘‘( E ) A prohibition on any compensation plan that would encourage manipulation of the reported earnings of such Ap p licab ili ty.
