12 2 STA T . 2 680PUBLIC LA W 110 – 28 9—J UL Y3 0 , 2008 any a gre e m en t t o ma k e any p ayment )i nt h e nat u reo fc ompen s ation b y any regu l ate d entity for the benefit of any affiliated party pursuant to an obligation of such regu - lated entity that —‘ ‘ ( i) is contingent on the termination of such party ’ s affiliation w ith the regulated entity
and ‘‘(ii) is recei v ed on or after the date on which— ‘‘( I ) the regulated entity became insolvent; ‘‘(II) any conservator or receiver is appointed for such regulated entity; or ‘‘(III) the D irector determines that the regu- lated entity is in a troubled condition (as defined in the regulations of the Director) . ‘‘( B ) CERTAINP A YM ENT S IN CO NTEMP L ATION O F AN E V ENT.— A ny payment which would be a golden parachute payment but for the fact that such payment was made before the date referred to in subparagraph (A)(ii) shall be treated as a golden parachute payment if the payment was made in contemplation of the occurrence of an event described in any subclause of such subparagraph. ‘‘(C) CERTAIN PAYMENTS NOT INCL UD ED.— F or purposes of this subsection , the term ‘golden parachute payment’ shall not include— ‘‘(i) any payment made pursuant to a retirement plan which is q ualified (or is intended to be qualified) under section 401 of the Internal R evenue Code of 1 986 , or other nondiscriminatory benefit plan; ‘‘(ii) any payment made pursuant to a bona fide deferred compensation plan or arrangement which the Director determines, by regulation or order, to be permissible; or ‘‘(iii) any payment made by reason of the death or disability of an affiliated party. ‘‘( 5 ) O T H ER DEFINITIONS.—For purposes of this subsection, the following definitions shall apply
‘‘(A) INDEMNIFICATION PAYMENT.— S ub j ect to paragraph (6), the term ‘indemnification payment’ means any payment (or any agreement to make any payment) by any regulated entity for the benefit of any person who is or was an affiliated party, to pay or reimburse such person for any liability or legal e x pense with regard to any administrative proceeding or civil action instituted by the Agency which results in a final order under which such person— ‘‘(i) is assessed a civil money penalty; ‘‘(ii) is removed or prohibited from participating in conduct of the affairs of the regulated entity; or ‘‘(iii) is required to take any affirmative action to correct certain conditions resulting from violations or practices, by order of the Director. ‘‘(B) L IA B ILITY OR LE G ALE X PENSE.— T he term ‘liability or legal expense’ means— ‘‘(i) any legal or other professional expense incurred in connection with any claim, proceeding, or action; ‘‘(ii) the amount of, and any cost incurred in connection with, any settlement of any claim, pro- ceeding, or action; and
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