Sec. 7. Executive compensation
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/bill/116/s/3215/is/section-7·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
In this section: The term covered person means an officer or a director of a United States corporation. The term equity security has the meaning given the term in section 3(a) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78c(a) ). The term Rule 10b–18 purchase has the meaning given the term in section 240.10b–18(a) of title 17, Code of Federal Regulations, as in effect on the date of enactment of this Act. The term subject security means any— equity security of a United States corporation; or security, the value of which is derived from, or that otherwise relates to, an equity security described in subparagraph (A).
Subject to paragraph (2), no covered person with respect to a United States corporation may— during the 5-year period that begins on the date on which the covered person first owns or beneficially owns a subject security with respect to that United States corporation (or an affiliate of that United States corporation), sell, transfer, pledge, assign, alienate, or hypothecate, in exchange for value, that subject security, other than— in connection with the sale of the United States corporation or the affiliate, as applicable; or through— a will; or the laws of descent or distribution; or during the 3-year period that begins on the date on which that United States corporation, or an affiliate of that United States corporation, effects a Rule 10b–18 purchase, sell any subject security with respect to that United States corporation.
The prohibition under paragraph
(1)shall not apply with respect to any subject security that a covered person owns or beneficially owns on the day before the date of enactment of this Act. The Securities and Exchange Commission may impose on any covered person that violates subsection
(b)a civil penalty in an amount that is— not less than the fair market value of the subject securities of which the covered person disposes in violation of that subsection, as measured on the date on which the covered person makes the disposition; and not more than the amount that is 3 times the fair market value of the subject securities of which the covered person disposes in violation of that subsection, as measured on the date on which the covered person makes the disposition. For the purposes of this section, a subject security is beneficially owned by a covered person if— the subject security is held in the name of a bank, broker, or nominee for the account of the covered person; the subject security is held as a joint tenant, tenant in common, or tenant by the entirety or as community property by the covered person; or the covered person has a pecuniary interest, by reason of any contract, understanding, or relationship, including an immediate family relationship or arrangement, in subject securities held in the name of another person.
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Sec. 7
Executive compensation
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