H. R. 1—400 
(2) submit an application, at such time, in such form, 
and containing such information as the Assistant Secretary 
may require; 
(3) provide a detailed explanation of how any amount 
received under the program will be used to carry out the 
purposes of this section in an efficient and expeditious manner, 
including a showing that the project would not have been 
implemented during the grant period without Federal grant 
assistance; 
(4) demonstrate, to the satisfaction of the Assistant Sec-
retary, that it is capable of carrying out the project or function 
to which the application relates in a competent manner in 
compliance with all applicable Federal, State, and local laws; 
(5) demonstrate, to the satisfaction of the Assistant Sec-
retary, that it will appropriate (if the applicant is a State 
or local government agency) or otherwise unconditionally obli-
gate, from non-Federal sources, funds required to meet the 
requirements of subsection (f); 
(6) disclose to the Assistant Secretary the source and 
amount of other Federal or State funding sources from which 
the applicant receives, or has applied for, funding for activities 
or projects to which the application relates; and 
(7) provide such assurances and procedures as the Assistant 
Secretary may require to ensure that grant funds are used 
and accounted for in an appropriate manner. 
(f) The Federal share of any project may not exceed 80 percent, 
except that the Assistant Secretary may increase the Federal share 
of a project above 80 percent if— 
(1) the applicant petitions the Assistant Secretary for a 
waiver; and 
(2) the Assistant Secretary determines that the petition 
demonstrates financial need. 
(g) The Assistant Secretary may make competitive grants under 
the program to— 
(1) acquire equipment, instrumentation, networking capa-
bility, hardware and software, digital network technology, and 
infrastructure for broadband services; 
(2) construct and deploy broadband service related infra-
structure; 
(3) ensure access to broadband service by community 
anchor institutions; 
(4) facilitate access to broadband service by low-income, 
unemployed, aged, and otherwise vulnerable populations in 
order to provide educational and employment opportunities to 
members of such populations; 
(5) construct and deploy broadband facilities that improve 
public safety broadband communications services; and 
(6) undertake such other projects and activities as the 
Assistant Secretary finds to be consistent with the purposes 
for which the program is established. 
(h) The Assistant Secretary, in awarding grants under this 
section, shall, to the extent practical— 
(1) award not less than 1 grant in each State; 
(2) consider whether an application to deploy infrastructure 
in an area—
H. R. 1—401 
(A) will, if approved, increase the affordability of, and 
subscribership to, service to the greatest population of users 
in the area; 
(B) will, if approved, provide the greatest broadband 
speed possible to the greatest population of users in the 
area; 
(C) will, if approved, enhance service for health care 
delivery, education, or children to the greatest population 
of users in the area; and 
(D) will, if approved, not result in unjust enrichment 
as a result of support for non-recurring costs through 
another Federal program for service in the area; and 
(3) consider whether the applicant is a socially and 
economically disadvantaged small business concern as defined 
under section 8(a) of the Small Business Act (15 U.S.C. 637). 
(i) The Assistant Secretary— 
(1) shall require any entity receiving a grant pursuant 
to this section to report quarterly, in a format specified by 
the Assistant Secretary, on such entity’s use of the assistance 
and progress fulfilling the objectives for which such funds were 
granted, and the Assistant Secretary shall make these reports 
available to the public; 
(2) may establish additional reporting and information 
requirements for any recipient of any assistance made available 
pursuant to this section; 
(3) shall establish appropriate mechanisms to ensure appro-
priate use and compliance with all terms of any use of funds 
made available pursuant to this section; 
(4) may, in addition to other authority under applicable 
law, deobligate awards to grantees that demonstrate an insuffi-
cient level of performance, or wasteful or fraudulent spending, 
as defined in advance by the Assistant Secretary, and award 
these funds competitively to new or existing applicants con-
sistent with this section; and 
(5) shall create and maintain a fully searchable database, 
accessible on the Internet at no cost to the public, that contains 
at least a list of each entity that has applied for a grant 
under this section, a description of each application, the status 
of each such application, the name of each entity receiving 
funds made available pursuant to this section, the purpose 
for which such entity is receiving such funds, each quarterly 
report submitted by the entity pursuant to this section, and 
such other information sufficient to allow the public to under-
stand and monitor grants awarded under the program. 
(j) Concurrent with the issuance of the Request for Proposal 
for grant applications pursuant to this section, the Assistant Sec-
retary shall, in coordination with the Commission, publish the 
non-discrimination and network interconnection obligations that 
shall be contractual conditions of grants awarded under this section, 
including, at a minimum, adherence to the principles contained 
in the Commission’s broadband policy statement (FCC 05-15, 
adopted August 5, 2005). 
(k)(1) Not later than 1 year after the date of enactment of 
this section, the Commission shall submit to the Committee on 
Energy and Commerce of the House of Representatives and the 
Committee on Commerce, Science, and Transportation of the 
Senate, a report containing a national broadband plan.
H. R. 1—402 
(2) The national broadband plan required by this section 
shall seek to ensure that all people of the United States have 
access to broadband capability and shall establish benchmarks 
for meeting that goal. The plan shall also include— 
(A) an analysis of the most effective and efficient 
mechanisms for ensuring broadband access by all people 
of the United States; 
(B) a detailed strategy for achieving affordability of 
such service and maximum utilization of broadband infra-
structure and service by the public; 
(C) an evaluation of the status of deployment of 
broadband service, including progress of projects supported 
by the grants made pursuant to this section; and 
(D) a plan for use of broadband infrastructure and 
services in advancing consumer welfare, civic participation, 
public safety and homeland security, community develop-
ment, health care delivery, energy independence and effi-
ciency, education, worker training, private sector invest-
ment, entrepreneurial activity, job creation and economic 
growth, and other national purposes. 
(3) In developing the plan, the Commission shall have 
access to data provided to other Government agencies under 
the Broadband Data Improvement Act (47 U.S.C. 1301 note). 
(l) The Assistant Secretary shall develop and maintain a com-
prehensive nationwide inventory map of existing broadband service 
capability and availability in the United States that depicts the 
geographic extent to which broadband service capability is deployed 
and available from a commercial provider or public provider 
throughout each State. Not later than 2 years after the date of 
the enactment of this Act, the Assistant Secretary shall make 
the broadband inventory map developed and maintained pursuant 
to this section accessible by the public on a World Wide Web 
site of the National Telecommunications and Information Adminis-
tration in a form that is interactive and searchable. 
(m) The Assistant Secretary shall have the authority to pre-
scribe such rules as are necessary to carry out the purposes of 
this section. 
TITLE VII—LIMITS ON EXECUTIVE 
COMPENSATION 
SEC. 7000. TABLE OF CONTENTS. 
The table of contents of this title is as follows: 
TITLE VII—LIMITS ON EXECUTIVE COMPENSATION 
Sec. 7000. Table of contents. 
Sec. 7001. Executive compensation and corporate governance. 
Sec. 7002. Applicability with respect to loan modifications. 
SEC. 7001. EXECUTIVE COMPENSATION AND CORPORATE GOVERN-
ANCE. 
Section 111 of the Emergency Economic Stabilization Act of 
2008 (12 U.S.C. 5221) is amended to read as follows:
H. R. 1—403 
‘‘SEC. 111. EXECUTIVE COMPENSATION AND CORPORATE GOVERN-
ANCE. 
‘‘(a) DEFINITIONS.—For purposes of this section, the following 
definitions shall apply: 
‘‘(1) SENIOR EXECUTIVE OFFICER.—The term ‘senior execu-
tive officer’ means an individual who is 1 of the top 5 most 
highly paid executives of a public company, whose compensation 
is required to be disclosed pursuant to the Securities Exchange 
Act of 1934, and any regulations issued thereunder, and non- 
public company counterparts. 
‘‘(2) GOLDEN PARACHUTE PAYMENT.—The term ‘golden para-
chute payment’ means any payment to a senior executive officer 
for departure from a company for any reason, except for pay-
ments for services performed or benefits accrued. 
‘‘(3) TARP RECIPIENT.—The term ‘TARP recipient’ means 
any entity that has received or will receive financial assistance 
under the financial assistance provided under the TARP. 
‘‘(4) COMMISSION.—The term ‘Commission’ means the Secu-
rities and Exchange Commission. 
‘‘(5) PERIOD IN WHICH OBLIGATION IS OUTSTANDING; RULE 
OF CONSTRUCTION.—For purposes of this section, the period 
in which any obligation arising from financial assistance pro-
vided under the TARP remains outstanding does not include 
any period during which the Federal Government only holds 
warrants to purchase common stock of the TARP recipient. 
‘‘(b) EXECUTIVE
COMPENSATION
AND
CORPORATE
GOVERN-
ANCE.— 
‘‘(1) ESTABLISHMENT OF STANDARDS.—During the period in 
which any obligation arising from financial assistance provided 
under the TARP remains outstanding, each TARP recipient 
shall be subject to— 
‘‘(A) the standards established by the Secretary under 
this section; and 
‘‘(B) the provisions of section 162(m)(5) of the Internal 
Revenue Code of 1986, as applicable. 
‘‘(2) STANDARDS
REQUIRED.—The Secretary shall require 
each TARP recipient to meet appropriate standards for execu-
tive compensation and corporate governance. 
‘‘(3) SPECIFIC REQUIREMENTS.—The standards established 
under paragraph (2) shall include the following: 
‘‘(A) Limits on compensation that exclude incentives 
for senior executive officers of the TARP recipient to take 
unnecessary and excessive risks that threaten the value 
of such recipient during the period in which any obligation 
arising from financial assistance provided under the TARP 
remains outstanding. 
‘‘(B) A provision for the recovery by such TARP 
recipient of any bonus, retention award, or incentive com-
pensation paid to a senior executive officer and any of 
the next 20 most highly-compensated employees of the 
TARP recipient based on statements of earnings, revenues, 
gains, or other criteria that are later found to be materially 
inaccurate. 
‘‘(C) A prohibition on such TARP recipient making 
any golden parachute payment to a senior executive officer 
or any of the next 5 most highly-compensated employees 
of the TARP recipient during the period in which any
H. R. 1—404 
obligation arising from financial assistance provided under 
the TARP remains outstanding. 
‘‘(D)(i) A prohibition on such TARP recipient paying 
or accruing any bonus, retention award, or incentive com-
pensation during the period in which any obligation arising 
from financial assistance provided under the TARP remains 
outstanding, except that any prohibition developed under 
this paragraph shall not apply to the payment of long- 
term restricted stock 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 subject to such other terms and conditions 
as the Secretary may determine is in the public 
interest. 
‘‘(ii) The prohibition required under clause (i) shall 
apply as follows: 
‘‘(I) For any financial institution that received 
financial assistance provided under the TARP equal 
to less than $25,000,000, 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 10 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. 
‘‘(IV) 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, 2009, 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
H. R. 1—405 
TARP recipient to enhance the compensation of any of 
its employees. 
‘‘(F) A requirement for the establishment of a Board 
Compensation Committee that meets the requirements of 
subsection (c). 
‘‘(4) CERTIFICATION OF COMPLIANCE.—The chief executive 
officer and chief financial officer (or the equivalents thereof) 
of each TARP recipient shall provide a written certification 
of compliance by the TARP recipient with the requirements 
of this section— 
‘‘(A) in the case of a TARP recipient, the securities 
of which are publicly traded, to the Securities and Exchange 
Commission, together with annual filings required under 
the securities laws; and 
‘‘(B) in the case of a TARP recipient that is not a 
publicly traded company, to the Secretary. 
‘‘(c) BOARD COMPENSATION COMMITTEE.— 
‘‘(1) ESTABLISHMENT
OF
BOARD
REQUIRED.—Each TARP 
recipient shall establish a Board Compensation Committee, 
comprised entirely of independent directors, for the purpose 
of reviewing employee compensation plans. 
‘‘(2) MEETINGS.—The Board Compensation Committee of 
each TARP recipient shall meet at least semiannually to discuss 
and evaluate employee compensation plans in light of an assess-
ment of any risk posed to the TARP recipient from such plans. 
‘‘(3) COMPLIANCE BY NON-SEC REGISTRANTS.—In the case 
of any TARP recipient, the common or preferred stock of which 
is not registered pursuant to the Securities Exchange Act of 
1934, and that has received $25,000,000 or less of TARP assist-
ance, the duties of the Board Compensation Committee under 
this subsection shall be carried out by the board of directors 
of such TARP recipient. 
‘‘(d) LIMITATION
ON LUXURY EXPENDITURES.—The board of 
directors of any TARP recipient shall have in place a company- 
wide policy regarding excessive or luxury expenditures, as identified 
by the Secretary, which may include excessive expenditures on— 
‘‘(1) entertainment or events; 
‘‘(2) office and facility renovations; 
‘‘(3) aviation or other transportation services; or 
‘‘(4) other activities or events that are not reasonable 
expenditures for staff development, reasonable performance 
incentives, or other similar measures conducted in the normal 
course of the business operations of the TARP recipient. 
‘‘(e) SHAREHOLDER APPROVAL OF EXECUTIVE COMPENSATION.— 
‘‘(1) ANNUAL SHAREHOLDER APPROVAL OF EXECUTIVE COM-
PENSATION.—Any proxy or consent or authorization for an 
annual or other meeting of the shareholders of any TARP 
recipient during the period in which any obligation arising 
from financial assistance provided under the TARP remains 
outstanding shall permit a separate shareholder vote to approve 
the compensation of executives, as disclosed pursuant to the 
compensation disclosure rules of the Commission (which disclo-
sure shall include the compensation discussion and analysis, 
the compensation tables, and any related material). 
‘‘(2) NONBINDING VOTE.—A shareholder vote described in 
paragraph (1) shall not be binding on the board of directors 
of a TARP recipient, and may not be construed as overruling
H. R. 1—406 
a decision by such board, nor to create or imply any additional 
fiduciary duty by such board, nor shall such vote be construed 
to restrict or limit the ability of shareholders to make proposals 
for inclusion in proxy materials related to executive compensa-
tion. 
‘‘(3) DEADLINE FOR RULEMAKING.—Not later than 1 year 
after the date of enactment of the American Recovery and 
Reinvestment Act of 2009, the Commission shall issue any 
final rules and regulations required by this subsection. 
‘‘(f) REVIEW OF PRIOR PAYMENTS TO EXECUTIVES.— 
‘‘(1) IN
GENERAL.—The Secretary shall review 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 REIMBURSEMENT.—If the Secretary 
makes a determination described in paragraph (1), the Sec-
retary shall seek to negotiate with the TARP recipient and 
the subject employee for appropriate reimbursements to the 
Federal Government with respect to compensation or bonuses. 
‘‘(g) NO IMPEDIMENT TO WITHDRAWAL 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.’’.
H. R. 1—407 
SEC. 7002. APPLICABILITY WITH RESPECT TO LOAN MODIFICATIONS. 
Section 109(a) of the Emergency Economic Stabilization Act 
of 2008 (12 U.S.C. 5219(a)) is amended— 
(1) by striking ‘‘To the extent’’ and inserting the following: 
‘‘(1) IN GENERAL.—To the extent’’; and 
(2) by adding at the end the following: 
‘‘(2) WAIVER OF CERTAIN PROVISIONS IN CONNECTION WITH 
LOAN MODIFICATIONS.—The Secretary shall not be required to 
apply executive compensation restrictions under section 111, 
or to receive warrants or debt instruments under section 113, 
solely in connection with any loan modification under this sec-
tion.’’. 
Speaker of the House of Representatives. 
Vice President of the United States and
President of the Senate.