Attached files
file | filename |
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10-K - FORM 10-K - MERCANTILE BANK CORP | k48953e10vk.htm |
EX-31 - EX-31 - MERCANTILE BANK CORP | k48953exv31.htm |
EX-23 - EX-23 - MERCANTILE BANK CORP | k48953exv23.htm |
EX-32.1 - EX-32.1 - MERCANTILE BANK CORP | k48953exv32w1.htm |
EX-32.2 - EX-32.2 - MERCANTILE BANK CORP | k48953exv32w2.htm |
EX-10.33 - EX-10.33 - MERCANTILE BANK CORP | k48953exv10w33.htm |
EXHIBIT 99.1
FIRST FISCAL YEAR CERTIFICATIONS OF PRINCIPAL EXECUTIVE OFFICER AND
PRINCIPAL FINANCIAL OFFICER REQUIRED BY SECTION 111(b)(4) OF THE EMERGENCY
ECONOMIC STABILIZATION ACT OF 2008 BECAUSE OF PARTICIPATION IN THE
CAPITAL PURCHASE PROGRAM OF THE TROUBLED ASSET RELIEF PROGRAM
PRINCIPAL FINANCIAL OFFICER REQUIRED BY SECTION 111(b)(4) OF THE EMERGENCY
ECONOMIC STABILIZATION ACT OF 2008 BECAUSE OF PARTICIPATION IN THE
CAPITAL PURCHASE PROGRAM OF THE TROUBLED ASSET RELIEF PROGRAM
Certification of Principal Executive Officer
I, Michael H. Price, Chairman of the Board, President and Chief Executive Officer of
Mercantile Bank Corporation, certify, based on my knowledge, that:
(i) The compensation committee of Mercantile Bank Corporation has discussed, reviewed, and
evaluated with the senior risk officer 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 Mercantile Bank Corporation;
(ii) The compensation committee of Mercantile Bank 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 Mercantile Bank
Corporation, and during that same applicable period has identified any features of the employee
compensation plans that pose risks to Mercantile Bank Corporation and has limited those features to
ensure that Mercantile Bank 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 Mercantile Bank Corporation to
enhance the compensation of an employee and has limited any such features;
(iv) The compensation committee of Mercantile Bank 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 Mercantile Bank 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 Mercantile Bank Corporation;
(B) Employee compensation plans that unnecessarily expose Mercantile Bank
Corporation to risks; and
(C) Employee compensation plans that could encourage the manipulation of reported
earnings of Mercantile Bank Corporation to enhance the compensation of an employee;
(vi) Mercantile Bank 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
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) Mercantile Bank Corporation has prohibited any golden parachute payment, as defined in
the regulations and guidance established under section 111 of EESA, to a 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) Mercantile Bank 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 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;
(ix) The board of directors of Mercantile Bank Corporation 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; Mercantile Bank 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) Mercantile Bank 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 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) Mercantile Bank Corporation 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) Mercantile Bank Corporation will disclose whether Mercantile Bank Corporation,
the board of directors of Mercantile Bank Corporation, or the compensation committee of Mercantile
Bank Corporation 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) Mercantile Bank 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 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) Mercantile Bank Corporation has substantially complied with all other
requirements related to employee compensation that are provided in the agreement between Mercantile
Bank Corporation and Treasury, including any amendments;
(xv) Mercantile Bank Corporation has submitted to the 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. (See, for
example, 18 USC 1001).
/s/ Michael H. Price | ||||
Michael H. Price | ||||
Chairman of the Board, President and Chief Executive Officer |
||||
Date: March 15, 2010
Certification of Principal Financial Officer
I, Charles E. Christmas, Senior Vice President, Chief Financial Officer and Treasurer of
Mercantile Bank Corporation, certify, based on my knowledge, that:
(i) The compensation committee of Mercantile Bank Corporation has discussed, reviewed, and
evaluated with the senior risk officer 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 Mercantile Bank Corporation;
(ii) The compensation committee of Mercantile Bank 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 Mercantile Bank Corporation,
and during that same applicable period has identified any features of the employee compensation
plans that pose risks to Mercantile Bank Corporation and has limited those features to ensure that
Mercantile Bank 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 Mercantile Bank Corporation to enhance the
compensation of an employee and has limited any such features;
(iv) The compensation committee of Mercantile Bank 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 Mercantile Bank 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 Mercantile Bank Corporation;
(B) Employee compensation plans that unnecessarily expose Mercantile Bank Corporation to
risks; and
(C) Employee compensation plans that could encourage the manipulation of reported earnings of
Mercantile Bank Corporation to enhance the compensation of an employee;
(vi) Mercantile Bank 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
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) Mercantile Bank Corporation has prohibited any golden parachute payment, as defined in
the regulations and guidance established under section 111 of EESA, to a 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) Mercantile Bank 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 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;
(ix) The board of directors of Mercantile Bank Corporation 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; Mercantile Bank 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) Mercantile Bank 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 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) Mercantile Bank Corporation 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) Mercantile Bank Corporation will disclose whether Mercantile Bank Corporation, the board
of directors of Mercantile Bank Corporation, or the compensation committee of Mercantile Bank
Corporation 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) Mercantile Bank 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 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) Mercantile Bank Corporation has substantially complied with all other requirements
related to employee compensation that are provided in the agreement between Mercantile Bank
Corporation and Treasury, including any amendments;
(xv) Mercantile Bank Corporation has submitted to the 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. (See, for
example, 18 USC 1001).
/s/ Charles E. Christmas | ||||
Charles E. Christmas | ||||
Senior Vice President, Chief Financial Officer and Treasurer |
||||
Date: March 15, 2010