DENIAL OF DEDUCTION.Subsection (m) of section 162 of the Internal Revenue Code of 1986 is amended by adding at the end the following new paragraph:

"(5) SPECIAL RULE FOR APPLICATION TO EMPLOYERS PARTICIPATING IN THE TROUBLED ASSETS RELIEF PROGRAM.

"(A) IN GENERAL.In the case of an applicable employer, no deduction shall be allowed under this chapter

"(i) in the case of executive remuneration for any applicable taxable year which is attributable to services performed by a covered executive during such applicable taxable year, to the extent that the amount of such remuneration exceeds $500,000, or

"(ii) in the case of deferred deduction executive remuneration for any taxable year for services performed during any applicable taxable year by a covered executive, to the extent that the amount of such remuneration exceeds $500,000 reduced (but not below zero) by the sum of

"(I) the executive remuneration for such applicable taxable year, plus

"(II) the portion of the deferred deduction executive remuneration for such services which was taken into account under this clause in a preceding taxable year.

"(B) APPLICABLE EMPLOYER.For purposes of this paragraph

"(i) IN GENERAL.Except as provided in clause (ii), the term applicable employer means any employer from whom 1 or more troubled assets are acquired under a program established by the Secretary under section 101(a) of the Emergency Economic Stabilization Act of if the aggregate amount of the assets so acquired for all taxable years exceeds $300,000,000.

"(ii) DISREGARD OF CERTAIN ASSETS SOLD THROUGH DIRECT PURCHASE.If the only sales of troubled assets by an employer under the program described in clause (i) are through 1 or more direct purchases (within the meaning of section 113(c) of the Emergency Economic Stabilization Act of 2008), such assets shall not be taken into account under clause (i) in determining whether the employer is an applicable employer for purposes of this paragraph.

"(iii) AGGREGATION RULES.Two or more persons who are treated as a single employer under subsection (b) or (c) of section 414 shall be treated as a single employer, except that in applying section 1563(a) for purposes of either such subsection, paragraphs (2) and (3) thereof shall be disregarded.

"(C) APPLICABLE TAXABLE YEAR.For purposes of this paragraph, the term applicable taxable year means, with respect to any employer

"(i) the first taxable year of the employer

"(I) which includes any portion of the period during which the authorities under section 101(a) of the Emergency Economic Stabilization Act of 2008 are in effect (determined under section 120 thereof), and

"(II) in which the aggregate amount of troubled assets acquired from the employer during the taxable year pursuant to such authorities (other than assets to which subparagraph (B)(ii) applies), when added to the aggregate amount so acquired for all preceding taxable years, exceeds $300,000,000, and

"(ii) any subsequent taxable year which includes any portion of such period.

"(D) COVERED EXECUTIVE.For purposes of this paragraph

"(i) IN GENERAL.The term covered executive means, with respect to any applicable taxable year, any employee

"(I) who, at any time during the portion of the taxable year during which the authorities under section 101(a) of the Emergency Economic Stabilization Act of 2008 are in effect (determined under section 120 thereof), is the chief executive officer of the applicable employer or the chief financial officer of the applicable employer, or an individual acting in either such capacity, or

"(II) who is described in clause (ii).

"(ii) HIGHEST COMPENSATED EMPLOYEES.An employee is described in this clause if the employee is 1 of the highest compensated officers of the applicable employer for the taxable year (other than an individual described in clause (i)(I)), determined

"(I) on the basis of the shareholder disclosure rules for compensation under the Securities Exchange Act of 1934 (without regard to whether those rules apply to the employer), and

"(II) by only taking into account employees employed during the portion of the taxable year described in clause (i)(I).

"(iii) EMPLOYEE REMAINS COVERED EXECUTIVE.If an employee is a covered executive with respect to an applicable employer for any applicable taxable year, such employee shall be treated as a covered executive with respect to such employer for all subsequent applicable taxable years and for all subsequent taxable years in which deferred deduction executive remuneration with respect to services performed in all such applicable taxable years would (but for this paragraph) be deductible.

"(E) EXECUTIVE REMUNERATION.For purposes of this paragraph, the term executive remuneration means the applicable employee remuneration of the covered executive, as determined under paragraph (4) without regard to subparagraphs (B), (C), and (D) thereof. Such term shall not include any deferred deduction executive remuneration with respect to services performed in a prior applicable taxable year.

"(F) DEFERRED DEDUCTION EXECUTIVE REMUNERATION.For purposes of this paragraph, the term deferred deduction executive remuneration means remuneration which would be executive remuneration for services performed in an applicable taxable year but for the fact that the deduction under this chapter (determined without regard to this paragraph) for such remuneration is allowable in a subsequent taxable year.

"(G) COORDINATION.Rules similar to the rules of subparagraphs (F) and (G) of paragraph (4) shall apply for purposes of this paragraph.

"(H) REGULATORYAUTHORITY.The Secretary may prescribe such guidance, rules, or regulations as are necessary to carry out the purposes of this paragraph and the Emergency Economic Stabilization Act of 2008, including the extent to which this paragraph applies in the case of any acquisition, merger, or reorganization of an applicable employer.".

GOLDEN PARACHUTE RULE.Section 280G of the Internal Revenue Code of 1986 is amended

1. by redesignating subsection (e) as subsection (f), and

2. by inserting after subsection (d) the following new subsection:

   "(e) SPECIAL RULE FOR APPLICATION TO EMPLOYERS PARTICIPATING IN THE TROUBLED ASSETS RELIEF PROGRAM.

   "(1) IN GENERAL.In the case of the severance from employment of a covered executive of an applicable employer during the period during which the authorities under section 101(a) of the Emergency Economic Stabilization Act of 2008 are in effect (determined under section 120 of such Act), this section shall be applied to payments to such executive with the following modifications:

   "(A) Any reference to a disqualified individual (other than in subsection (c)) shall be treated as a reference to a covered executive.

   "(B) Any reference to a change described in subsection (b)(2)(A)(i) shall be treated as a reference to an applicable severance from employment of a covered executive, and any reference to a payment contingent on such a change shall be treated as a reference to any payment made during an applicable taxable year of the employer on account of such applicable severance from employment.

   "(C) Any reference to a corporation shall be treated as a reference to an applicable employer.

   "(D) The provisions of subsections (b)(2)(C), (b)(4), (b)(5), and (d)(5) shall not apply.

   "(2) DEFINITIONS ANDSPECIAL RULES.For purposes of this subsection:

   "(A) DEFINITIONS.Any term used in this subsection which is also used in section 162(m)(5) shall have the meaning given such term by such section.

   "(B) APPLICABLESEVERANCEFROMEMPLOYMENT.The term applicable severance from employment means any severance from employment of a covered executive

   "(i) by reason of an involuntary termination of the executive by the employer, or

   "(ii) in connection with any bankruptcy, liquidation, or receivership of the employer.

   "(C) COORDINATION AND OTHER RULES.

   "(i) IN GENERAL.If a payment which is treated as a parachute payment by reason of this subsection is also a parachute payment determined without regard to this subsection, this subsection shall not apply to such payment.

   "(ii) REGULATORYAUTHORITY.The Secretary may prescribe such guidance, rules, or regulations as are necessary

   "(I) to carry out the purposes of this subsection and the Emergency Economic Stabilization Act of 2008, including the extent to which this subsection applies in the case of any acquisition, merger, or reorganization of an applicable employer,

   "(II) to apply this section and section 4999 in cases where one or more payments with respect to any individual are treated as parachute payments by reason of this subsection, and other payments with respect to such individual are treated as parachute payments under this section without regard to this subsection, and

   "(III) to prevent the avoidance of the application of this section through the mischaracterization of a severance from employment as other than an applicable severance from employment.".

EFFECTIVE DATES.

1. IN GENERAL.The amendment made by subsection (a) shall apply to taxable years ending on or after the date of the enactment of this Act.

2. GOLDEN PARACHUTE RULE.The amendments made by subsection (b) shall apply to payments with respect to severances occurring during the period during which the authorities under section 101(a) of this Act are in effect (determined under section 120 of this Act).