Attached files
file | filename |
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10-K - FIRST UNITED CORP/MD/ | v177206_10k.htm |
EX-32.1 - FIRST UNITED CORP/MD/ | v177206_ex32-1.htm |
EX-23.1 - FIRST UNITED CORP/MD/ | v177206_ex23-1.htm |
EX-31.1 - FIRST UNITED CORP/MD/ | v177206_ex31-1.htm |
EX-99.2 - FIRST UNITED CORP/MD/ | v177206_ex99-2.htm |
EX-31.2 - FIRST UNITED CORP/MD/ | v177206_ex31-2.htm |
Exhibit
99.1
CERTIFICATIONS
OF PRINCIPAL EXECUTIVE OFFICER
Pursuant
to 31 C.F.R. § 30.15
I, William B. Grant, Chairman, Chief
Executive Officer and President of First United Corporation (the “Corporation”),
certify, based on my knowledge, that:
(i)
The compensation committee of the Corporation has discussed, reviewed, and
evaluated with senior risk officers at least every six months during the period
beginning on September 14, 2009 and ending with the last day of the
Corporation’s 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
Corporation;
(ii)
The compensation committee of the Corporation 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 Corporation, and during that same Applicable Period has identified
any features of the employee compensation plans that pose risks to the
Corporation and has limited those features to ensure that the Corporation 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 Corporation to enhance the compensation of an employee, and has
limited any such features;
(iv) The
compensation committee of the Corporation 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 Corporation 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 Corporation;
(B) Employee
compensation plans that unnecessarily expose the Corporation to risks;
and
(C) Employee
compensation plans that could encourage the manipulation of reported earnings of
the Corporation to enhance the compensation of an employee;
(vi) The
Corporation has required that bonus payments, as defined in the regulations and
guidance established under section 111 of EESA (bonus payments), of the SEOs and
the 20 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
Corporation 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 June 15, 2009 and ending with the last day of the Corporation’s fiscal year
containing that date;
(viii) The
Corporation 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 June 15, 2009 and ending with the last day of the
Corporation’s fiscal year containing that date,
(ix)
The board of directors of the Corporation has
established an excessive or luxury expenditures policy, as defined in the
regulations and guidance established under section 111 of EESA, by September 14,
2009; this policy has been provided to Treasury and its primary regulatory
agency; the Corporation 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 Corporation 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 June
15, 2009 and ending with the last day of the Corporation’s fiscal year
containing that date;
(xi)
The Corporation will disclose the amount, nature, and
justification for the offering during the period beginning on June 15, 2009 and
ending with the last day of the Corporation’s 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 Corporation will disclose whether the
Corporation, the board of directors of the Corporation, or the compensation
committee of the Corporation has engaged during the period beginning on June 15,
2009 and ending with the last day of the Corporation’s 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 Corporation 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 June 15, 2009 and ending
with the last day of the Corporation’s fiscal year containing that
date;
(xiv) The
Corporation has substantially complied with all other requirements related to
employee compensation that are provided in the agreement between the Corporation
and Treasury, including any amendments;
(xv) The
Corporation has submitted to Treasury a complete and accurate list of the SEOs
and the 20 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. (See, for example, 18 U.S.C. § 1001.)
Date: March
11, 2010
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/s/
William B. Grant
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William B. Grant, Chairman of the Board,
Chief
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Executive
Officer and President,
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First
United Corporation
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