123STA T .5 2 0PUBLIC LA W 111 – 5 —FE B.1 7, 200 9adecis i onby s u c h boa r d , nor t o create or i mpl y any additional f iduciary duty by such board, nor shall such v ote be construed to restrict or limit the ability of shareholders to ma k e proposals for inclusion in pro x y materials related to executive compensa - tion .‘ ‘ (3)DEADLIN E FOR R U LE M A K IN G . —N ot later than 1 year after the date of enactment of the A merican R ecovery and Reinvestment Act of 20 0 9 , the C ommission shall issue any final rules and re g ulations re q uired by this subsection. ‘‘(f) RE V IE W OF P RIOR PA Y MEN TS TO EX E C UTIVES.— ‘‘(1) I N GENERAL.— T he S ecretary shall revie w bonuses, retention awards, and other compensation paid to the senior executive officers and the next 20 most highly-compensated employees of each entity receiving TARP assistance before the date of enactment of the American Recovery and Reinvestment Act of 2009, to determine whether any such payments were inconsistent with the purposes of this section or the TARP or were otherwise contrary to the public interest. ‘‘(2) NEGOTIATIONS FOR REIM B URSEMENT.—If the Secretary makes a determination described in paragraph (1), the Sec- retary shall seek to negotiate with the TARP recipient and the sub j ect employee for appropriate reimbursements to the F ederal G overnment with respect to compensation or bonuses. ‘‘(g) NO IM P EDIMENT TO W IT H DRAWAL BY TARP RECIPIENTS.— Subject to consultation with the appropriate Federal banking agency (as that term is defined in section 3 of the Federal Deposit Insurance Act), if any, the Secretary shall permit a TARP recipient to repay any assistance previously provided under the TARP to such finan- cial institution, without regard to whether the financial institution has replaced such funds from any other source or to any waiting period, and when such assistance is repaid, the Secretary shall liquidate warrants associated with such assistance at the current market price. ‘‘(h) REGULATIONS.—The Secretary shall promulgate regulations to implement this section. ’ ’.
