Attached files
file | filename |
---|---|
10-K - FORM 10-K - SOUTHWEST BANCORP INC | y83148e10vk.htm |
EX-21 - EX-21 - SOUTHWEST BANCORP INC | y83148exv21.htm |
EX-23 - EX-23 - SOUTHWEST BANCORP INC | y83148exv23.htm |
EX-24 - EX-24 - SOUTHWEST BANCORP INC | y83148exv24.htm |
EX-99.B - EX-99.B - SOUTHWEST BANCORP INC | y83148exv99wb.htm |
EX-31.B - EX-31.B - SOUTHWEST BANCORP INC | y83148exv31wb.htm |
EX-32.A - EX-32.A - SOUTHWEST BANCORP INC | y83148exv32wa.htm |
EX-32.B - EX-32.B - SOUTHWEST BANCORP INC | y83148exv32wb.htm |
EX-31.A - EX-31.A - SOUTHWEST BANCORP INC | y83148exv31wa.htm |
Exhibit 99 (a)
Certification pursuant to Section 111 (b) (4) of the Emergency Economic Stabilization Act of 2008
as amended by the American Recovery and Reinvestment Act of 2009
Certification pursuant to Section 111 (b) (4) of the Emergency Economic Stabilization Act of 2008
as amended by the American Recovery and Reinvestment Act of 2009
I, Rick Green, President and Chief Executive Officer of Southwest Bancorp, Inc. (the
Company) certify, based on my knowledge, that:
(i) The compensation committee of the Company has discussed, reviewed, and evaluated with
senior risk officers at least every six months during the period beginning on the later of
September 14, 2009, or ninety days after the closing date of the agreement between the TARP
recipient and Treasury and ending with the last day of the TARP recipients fiscal year
containing that date (the applicable period), the senior executive officer (SEO)
compensation plans and the employee compensation plans and the risks these plans pose to the
Company;
(ii) The compensation committee of the Company has identified and limited during the
applicable period any features of the SEO compensation plans that could lead SEOs to take
unnecessary and excessive risks that could threaten the value of the Company, and during
that same applicable period has identified any features of the employee compensation plans
that pose risks to the Company and has limited those features to ensure that the Company is
not unnecessarily exposed to risks;
(iii) The compensation committee has reviewed, at least every six months during the
applicable period, the terms of each employee compensation plan and identified any features
of the plan that could encourage the manipulation of reported earnings of the Company to
enhance the compensation of an employee, and has limited any such features;
(iv) The compensation committee of the Company will certify to the reviews of the SEO
compensation plans and employee compensation plans required under (i) and (iii) above;
(v) The compensation committee of the Company will provide a narrative description of how it
limited during any part of the most recently completed fiscal year that included a TARP
period the features in
(A) SEO compensation plans that could lead SEOs to take unnecessary and excessive
risks that could threaten the value of the Company;
(B) Employee compensation plans that unnecessarily expose the Company to risks; and
(C) Employee compensation plans that could encourage the manipulation of reported
earnings of the Company to enhance the compensation of an employee;
(vi) the Company has required that bonus payments, as defined in the regulations and
guidance established under section 111 of EESA (bonus payments), of the SEOs and twenty next
most highly compensated employees be subject to a recovery or clawback provision during
any part of the most recently completed fiscal year that was a TARP period if the bonus
payments were based on materially inaccurate financial statements or any other materially
inaccurate performance metric criteria;
(vii) the Company has prohibited any golden parachute payment, as defined in the regulations
and guidance established under section 111 of EESA, to an SEO or any of the next five most
highly compensated employees during the period beginning on the later of the closing date of
the agreement between the TARP recipient and Treasury or June 15, 2009 and ending with the
last day of the TARP recipients fiscal year containing that date;
(viii) the Company has limited bonus payments to its applicable employees in accordance with
section 111 of EESA and the regulations and guidance established thereunder during the
period beginning on the later of the closing date of the agreement between the TARP
recipient and Treasury or June 15, 2009 and ending with the last day of the TARP recipients
fiscal year containing that date;
8
(ix) The board of directors of the Company has established an excessive or luxury
expenditures policy, as defined in the regulations and guidance established under section
111 of EESA, by the later of September 14, 2009, or ninety days after the closing date of
the agreement between the TARP recipient and Treasury; this policy has been provided to
Treasury and its primary regulatory agency; the Company and its employees have complied with
this policy during the applicable period; and any expenses that, pursuant to this policy,
required approval of the board of directors, a committee of the board of directors, an SEO,
or an executive officer with a similar level of responsibility were properly approved;
(x) the Company will permit a non-binding shareholder resolution in compliance with any
applicable Federal securities rules and regulations on the disclosures provided under the
Federal securities laws related to SEO compensation paid or accrued during the period
beginning on the later of the closing date of the agreement between the TARP recipient and
Treasury or June 15, 2009 and ending with the last day of the TARP recipients fiscal year
containing that date;
(xi) the Company will disclose the amount, nature, and justification for the offering during
the period beginning on the later of the closing date of the agreement between the TARP
recipient and Treasury or June 15, 2009 and ending with the last day of the TARP recipients
fiscal year containing that date of any perquisites, as defined in the regulations and
guidance established under section 111 of EESA, whose total value exceeds $25,000 for any
employee who is subject to the bonus payment limitations identified in paragraph (viii);
(xii) the Company will disclose whether the Company, the board of directors of the Company,
or the compensation committee of the Company has engaged during the period beginning on the
later of the closing date of the agreement between the TARP recipient and Treasury or June
15, 2009 and ending with the last day of the TARP recipients fiscal year containing that
date, a compensation consultant; and the services the compensation consultant or any
affiliate of the compensation consultant provided during this period;
(xiii) the Company has prohibited the payment of any gross-ups, as defined in the
regulations and guidance established under section 111 of EESA, to the SEOs and the next
twenty most highly compensated employees during the period beginning on the later of the
closing date of the agreement between the TARP recipient and Treasury or June 15, 2009 and
ending with the last day of the TARP recipients fiscal year containing that date;
(xiv) the Company has substantially complied with all other requirements related to employee
compensation that are provided in the agreement between the Company and Treasury, including
any amendments;
(xv) the Company has submitted to Treasury a complete and accurate list of the SEOs and the
twenty next most highly compensated employees for the current fiscal year and the most
recently completed fiscal year, with the non-SEOs ranked in descending order of level of
annual compensation, and with the name, title, and employer of each SEO and most highly
compensated employee identified; and
(xvi) I understand that a knowing and willful false or fraudulent statement made in
connection with this certification may be punished by fine, imprisonment, or both.
Date: | March 5, 2010 | /s/ Rick Green | ||||
Rick Green, President and | ||||||
Chief Executive Officer |
9