plan requires the purchaser of the sale to carry out 
the actions described in subparagraphs (A) through 
(C) of section 363(q)(1).’’. 
SEC. 204. CLAIM FOR PENSION LOSSES. 
Section 502 of title 11, United States Code, is 
amended by adding at the end the following: 
‘‘(l) The court shall allow a claim asserted by an ac-
tive or retired participant, or by a labor organization rep-
resenting such participants, in a defined benefit plan ter-
minated under section 4041 or 4042 of the Employee Re-
tirement Income Security Act of 1974 (29 U.S.C. 1341, 
1342), for any shortfall in pension benefits accrued as of 
the effective date of the termination of such pension plan 
as a result of the termination of the plan and limitations 
upon the payment of benefits imposed pursuant to section 
4022 of that Act (29 U.S.C. 1322), notwithstanding any 
claim asserted and collected by the Pension Benefit Guar-
anty Corporation with respect to such termination. 
‘‘(m) The court shall allow a claim of a kind described 
in section 101(5)(C) by an active or retired participant 
in a defined contribution plan (within the meaning of sec-
tion 3(34) of the Employee Retirement Income Security 
Act of 1974 (29 U.S.C. 1002(34))), or by a labor organi-
zation representing such participants. The amount of such 
claim shall be measured by the market value of the stock 
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at the time of contribution to, or purchase by, the plan 
and the value as of the commencement of the case.’’. 
SEC. 205. PAYMENTS BY SECURED LENDER. 
Section 506(c) of title 11, United States Code, is 
amended— 
(1) by adding ‘‘(1)’’ after ‘‘(c)’’; and 
(2) by adding at the end the following: 
‘‘(2) If one or more employees of the debtor have not 
received wages, accrued vacation, severance, or any other 
compensation owed under a plan, program, policy or prac-
tice of the debtor, or pursuant to the terms of a collective 
bargaining agreement, for services rendered on or after 
the date of the commencement of the case, or the debtor 
has not made a contribution due under an employee ben-
efit plan on or after the date of the commencement of the 
case, such unpaid obligations shall be deemed reasonable, 
necessary costs and expenses of preserving, or disposing 
of, property securing an allowed secured claim and benefit-
ting the holder of the allowed secured claim, and shall be 
recovered by the trustee for payment to the employees or 
the employee benefit plan, as applicable, even if the trust-
ee, or a successor or predecessor in interest has otherwise 
waived the provisions of this subsection under an agree-
ment with the holder of the allowed secured claim or a 
successor or predecessor in interest.’’. 
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SEC. 206. PRESERVATION OF JOBS AND BENEFITS. 
Chapter 11 of title 11, United States Code, is amend-
ed— 
(1) by inserting before section 1101 the fol-
lowing: 
‘‘§ 1100. Statement of purpose 
‘‘A debtor commencing a case under this chapter 
shall have as its principal purpose the reorganization of 
its business to preserve going concern value to the max-
imum extent possible through the productive use of its as-
sets and the preservation of jobs that will sustain produc-
tive economic activity.’’; 
(2) in section 1129— 
(A) in subsection (a), as amended by sec-
tion 104 of this Act, by adding at the end the 
following: 
‘‘(18) The debtor has demonstrated that the re-
organization preserves going concern value to the 
maximum extent possible through the productive use 
of the assets of the debtor and preserves jobs that 
sustain productive economic activity.’’; and 
(B) in subsection (c)— 
(i) by inserting ‘‘(1)’’ after ‘‘(c)’’; and 
(ii) by striking the last sentence and 
inserting the following: 
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‘‘(2) If the requirements of subsections (a) and (b) 
are met with respect to more than 1 plan, the court shall, 
in determining which plan to confirm— 
‘‘(A) consider the extent to which each plan 
would preserve going concern value through the pro-
ductive use of the assets of the debtor and the pres-
ervation of jobs that sustain productive economic ac-
tivity; and 
‘‘(B) confirm the plan that better serves such 
interests. 
‘‘(3) A plan that incorporates the terms of a settle-
ment with a labor organization representing employees of 
the debtor shall presumptively constitute the plan that sat-
isfies this subsection.’’; and 
(3) in the table of sections, by inserting before 
the item relating to section 1101 the following: 
‘‘1100. Statement of purpose.’’. 
SEC. 207. TERMINATION OF EXCLUSIVITY. 
Section 1121(d) of title 11, United States Code, is 
amended by adding at the end the following: 
‘‘(3) For purposes of this subsection, cause for reduc-
ing the 120-day period or the 180-day period includes— 
‘‘(A) the filing of a motion pursuant to section 
1113 seeking rejection of a collective bargaining 
agreement if a plan based upon an alternative pro-
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posal by the labor organization is reasonably likely 
to be confirmed within a reasonable time; and 
‘‘(B) the proposed filing of a plan by a pro-
ponent other than the debtor, which incorporates the 
terms of a settlement with a labor organization if 
such plan is reasonably likely to be confirmed within 
a reasonable time.’’. 
SEC. 208. CLAIM FOR WITHDRAWAL LIABILITY. 
Section 503(b) of title 11, United States Code, as 
amended by section 103 of this Act, is amended by adding 
at the end the following: 
‘‘(12) with respect to withdrawal liability owed 
to a multi-employer pension plan for a complete or 
partial withdrawal pursuant to section 4201 of the 
Employee Retirement Income Security Act of 1974 
(29 U.S.C. 1381) where such withdrawal occurs on 
or after the commencement of the case, an amount 
equal to the total benefits payable from such pension 
plan that accrued as a result of employees’ services 
rendered to the debtor during the period beginning 
on the date of commencement of the case and end-
ing on the date of the withdrawal from the plan.’’. 
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TITLE III—RESTRICTING EXECU-
TIVE 
COMPENSATION 
PRO-
GRAMS 
SEC. 301. EXECUTIVE COMPENSATION UPON EXIT FROM 
BANKRUPTCY. 
Section 1129(a) of title 11, United States Code, as 
amended by sections 104 and 206 of this Act, is amend-
ed— 
(1) in paragraph (4)— 
(A) by adding ‘‘(A)’’ after ‘‘(4)’’; 
(B) in subparagraph (A), as so designated, 
by striking ‘‘Any payment’’ and inserting ‘‘Sub-
ject to subparagraph (B), any payment’’; and 
(C) by adding at the end the following: 
‘‘(B)(i) Subject to clause (ii), the plan does not 
provide for payments or other distributions to, or for 
the benefit of, an insider of the debtor, a senior ex-
ecutive officer of the debtor, any of the 20 highest 
compensated employees of the debtor who are not in-
siders or senior executive officers, any department or 
division manager of the debtor, or any consultant 
providing services to the debtor, unless— 
‘‘(I) the payments or other distributions 
are part of a program that is generally applica-
ble to all full-time employees of the debtor; and 
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‘‘(II) the payments or distributions do not 
exceed the compensation limits established in 
section 503(c)(1) in comparison to the non-
management workforce of the debtor. 
‘‘(ii) The requirement under clause (i) shall not 
apply to the compensation described in paragraph 
(5)(C).’’; 
(2) in paragraph (5)— 
(A) in subparagraph (A)(ii), by striking 
‘‘and’’ at the end; 
(B) in subparagraph (B), by striking the 
period at the end and inserting ‘‘; and’’; and 
(C) by adding at the end the following: 
‘‘(C) the compensation disclosed under subpara-
graph (B) has been approved by, or is subject to the 
approval of, the court as— 
‘‘(i) reasonable when compared to individ-
uals holding comparable positions at com-
parable companies in the same industry as the 
debtor; 
‘‘(ii) not more than the amount cor-
responding to the 50th percentile of the com-
pensation of the individuals described in clause 
(i); and 
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‘‘(iii) not excessive or disproportionate in 
light of economic losses of the nonmanagement 
workforce of the debtor.’’. 
SEC. 302. LIMITATIONS ON EXECUTIVE COMPENSATION EN-
HANCEMENTS. 
Section 503(c) of title 11, United States Code, is 
amended— 
(1) in the matter preceding paragraph (1), by 
inserting ‘‘and subject to section 363(b)(3)’’ after 
‘‘subsection (b)’’; 
(2) in paragraph (1)— 
(A) in the matter preceding subparagraph 
(A)— 
(i) by inserting ‘‘, a senior executive 
officer of the debtor, any the 20 highest 
compensated employees of the debtor who 
are not insiders or senior executive officers, 
any department or division manager of the 
debtor, or any consultant providing serv-
ices to the debtor’’ before ‘‘for the pur-
pose’’; and 
(ii) by inserting ‘‘or for the payment 
of performance or incentive compensation, 
or a bonus of any kind, or other financial 
returns designed to replace or enhance in-
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centive, stock, or other compensation in ef-
fect before the date of the commencement 
of the case,’’ after ‘‘remain with the debt-
or’s business,’’; 
(B) by amending subparagraph (A) to read 
as follows: 
‘‘(A) the transfer or obligation is part of a 
program that is generally applicable to all full- 
time employees of the debtor; and’’; 
(C) by striking subparagraph (B); 
(D) by redesignating subparagraph (C) as 
subparagraph (B); 
(E) in subparagraph (B), as so redesig-
nated— 
(i) in clause (i), by striking ‘‘10’’ and 
inserting ‘‘2’’; and 
(ii) in clause (ii)— 
(I) by striking ‘‘25’’ and insert-
ing ‘‘10’’; and 
(II) by striking ‘‘insider’’ and in-
serting ‘‘person’’; 
(3) in paragraph (2)— 
(A) in the matter preceding subparagraph 
(A), by inserting ‘‘, a senior executive officer of 
the debtor, any of the 20 highest compensated 
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employees of the debtor who are not insiders or 
senior executive officers, any department or di-
vision manager of the debtor, or any consultant 
providing services to the debtor,’’ before ‘‘, un-
less’’; and 
(B) in subparagraph (B), by striking ‘‘10’’ 
and inserting ‘‘2’’; and 
(4) by amending paragraph (3) to read as fol-
lows: 
‘‘(3) other transfers or obligations to, or for the 
benefit of, an insider of the debtor, a senior execu-
tive officer of the debtor, the 20 highest com-
pensated employees of the debtor who are not insid-
ers or senior executive officers, any department or 
division manager of the debtor, or any consultant 
providing services to the debtor that are outside of 
the ordinary course of business, except as part of a 
plan of reorganization and subject to the approval of 
the court under paragraphs (4) and (5) of section 
1129(a).’’. 
SEC. 303. PROHIBITION AGAINST SPECIAL COMPENSATION 
PAYMENTS. 
Section 363 of title 11, United States Code, as 
amended by section 203 of this Act, is amended— 
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(1) in subsection (b), by adding at the end the 
following: 
‘‘(3) No plan, program, or other transfer or obliga-
tion to, or for the benefit of, an insider of the debtor, a 
senior executive officer of the debtor, the 20 highest com-
pensated employees of the debtor who are not insiders or 
senior executive officers, any department or division man-
ager of the debtor, or any consultant providing services 
to the debtor shall be approved if the debtor has, on or 
after the date that is 1 year before the date of the filing 
of the petition— 
‘‘(A) discontinued any plan, program, policy, or 
practice of paying severance pay to the nonmanage-
ment workforce of the debtor; or 
‘‘(B) modified any plan, program, policy, or 
practice described in subparagraph (A) in order to 
reduce benefits under the plan, program, policy, or 
practice.’’; and 
(2) in subsection (c)— 
(A) in paragraph (1), by striking ‘‘If the 
business’’ and inserting ‘‘Except as provided in 
paragraph (5), if the business’’; and 
(B) by adding at the end the following: 
‘‘(5) In the case of a transaction that is a transfer 
or obligation described in paragraphs (1) through (3) of 
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section 503(c), the trustee shall obtain the prior approval 
of the court after notice and an opportunity for a hear-
ing.’’. 
SEC. 304. ASSUMPTION OF EXECUTIVE BENEFIT PLANS. 
Section 365 of title 11, United States Code, is 
amended— 
(1) in subsection (a), by striking ‘‘and (d)’’ and 
inserting ‘‘(d), (q), and (r)’’; and 
(2) by adding at the end the following: 
‘‘(q) No deferred compensation arrangement for the 
benefit of an insider of the debtor, a senior executive offi-
cer of the debtor, or any of the 20 highest compensated 
employees of the debtor who are not insiders or senior ex-
ecutive officers shall be assumed if a defined benefit plan 
for employees of the debtor has been terminated pursuant 
to section 4041 or 4042 of the Employee Retirement In-
come Security Act of 1974 (29 U.S.C. 1341, 1342), on 
or after the date that is 1 year before the date of the com-
mencement of the case. 
‘‘(r) No plan, fund, program, or contract to provide 
retiree benefits for insiders of the debtor, senior executive 
officers of the debtor, or the 20 highest compensated em-
ployees of the debtor who are not insiders or senior execu-
tive officers shall be assumed if the debtor has obtained 
relief under subsection (g) or (h) of section 1114 to impose 
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