Ch. 356                                    2003 LAWS OF MARYLAND

or proposed acquisition, as defined under § 6.5 101 of the State Government Article,
except in the form of compensation paid for continued employment with the company
or acquiring entity.

(C) (1) EXCEPT AS PROVIDED IN PARAGRAPH (2) OF THIS SUBSECTION, AN
OFFICER, DIRECTOR, TRUSTEE, OR EMPLOYEE OF A CORPORATION OPERATING
UNDER THIS SUBTITLE MAY NOT APPROVE OR RECEIVE ANY REMUNERATION FROM
THE ASSETS OF THE CORPORATION.

(2) AN OFFICER, DIRECTOR TRUSTEE, OR EMPLOYEE OF A
CORPORATION OPERATING UNDER THIS SUBTITLE MAY ONLY APPROVE OR RECEIVE
FROM THE ASSETS OF THE CORPORATION FAIR AND REASONABLE COMPENSATION
IN THE FORM OF SALARY, BONUSES, OR PERQUISITES FOR WORK ACTUALLY
PERFORMED FOR THE BENEFIT OF THE CORPORATION.

(3) THE APPROVAL OR RECEIPT OF REMUNERATION IN VIOLATION OF
THIS SUBSECTION IS A VIOLATION OF § 14-115(C) OF THIS SUBTITLE AND SHALL BE
CONSIDERED AN UNSOUND OR UNSAFE BUSINESS PRACTICE UNDER § 14-116 OF THIS
SUBTITLE.

(4) (I) ON AN ANNUAL BASIS, THE COMMISSIONER SHALL REVIEW
THE COMPENSATION, BONUSES, AND ANY PAYMENTS FOR PERQUISITES PAID TO
EACH OFFICER DIRECTOR OR TRUSTEE OF A CORPORATION OPERATING UNDER
THIS SUBTITLE FOR WORK PERFORMED FOR THE CORPORATION.

(II) IF THE COMMISSIONER FINDS THAT REMUNERATION PAID TO
AN OFFICER, DIRECTOR, OR TRUSTEE EXCEEDS THE AMOUNT AUTHORIZED UNDER
PARAGRAPH (2) OF THIS SUBSECTION, THE COMMISSIONER SHALL ISSUE AN ORDER
PROHIBITING PAYMENT OF THE EXCESS AMOUNT.

[(c)](D) (1) A person that violates subsection (a) OR (C) of this section is
subject to a civil penalty not exceeding $5,000 for each violation.

(2) Instead of or in addition to imposing a civil penalty, the
Commissioner may require the violator to make restitution to any person that has
suffered financial injury as a result of the violation.

[(d)](E) In determining the amount of financial penalty to be imposed, the
Commissioner shall consider:

(1) the seriousness of the violation;

(2)     the good faith of the violator;

(3) the violator's history of previous violations;

(4)     the deleterious effect of the violation on the public and the nonprofit
health service industry; and

(5) the assets of the violator.

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