Attached files
| file | filename |
|---|---|
| 10-K - FORM 10K - SALISBURY BANCORP, INC. | form10k-105951_sal.htm |
| EX-23 - EXHIBIT 23 - SALISBURY BANCORP, INC. | ex23_0.htm |
| EX-32.1 - EXHIBIT 32.1 - SALISBURY BANCORP, INC. | ex32_1.htm |
| EX-21.1 - EXHIBIT 21.1 - SALISBURY BANCORP, INC. | ex21_1.htm |
| EX-99.1 - EXHIBIT 99.1 - SALISBURY BANCORP, INC. | ex99_1.htm |
| EX-31.2 - EXHIBIT 31.2 - SALISBURY BANCORP, INC. | ex31_2.htm |
| EX-31.1 - EXHIBIT 31.1 - SALISBURY BANCORP, INC. | ex31_1.htm |
Exhibit
99.2
SALISBURY
BANCORP, INC.
EESA
SECTION 111(B)(4) CERTIFICATION
I, B. Ian
McMahon, certify, based on my knowledge, that:
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(i)
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The
Compensation Committee of Salisbury Bancorp, Inc. 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 Salisbury Bancorp, Inc.
and Treasury and ending with the last day of Salisbury Bancorp, Inc.’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 Salisbury Bancorp,
Inc.;
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(ii)
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The
Compensation Committee of Salisbury Bancorp, Inc. has identified and
limited during the Applicable Period any features in the SEO compensation
plans that could lead SEOs to take unnecessary and excessive risks that
could threaten the value of Salisbury Bancorp, Inc. and during the same
Applicable Period has identified any features in the employee compensation
plans that pose risks to Salisbury Bancorp, Inc. and has limited those
features to ensure that Salisbury Bancorp, Inc. is not unnecessarily
exposed to risks;
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(iii)
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The
Compensation Committee has reviewed, at least every six months during the
Applicable Period, the terms of each employee compensation plan and
identified the features in the plan that could encourage the manipulation
of reported earnings of Salisbury Bancorp, Inc. to enhance the
compensation of an employee and has limited any such
features;
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(iv)
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The
Compensation Committee of Salisbury Bancorp, Inc. will certify to the
reviews of the SEO compensation plans and employee compensation plans
required under (i) and (iii) above;
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(v)
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The
Compensation Committee of Salisbury Bancorp, Inc. 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:
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(D)
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SEO
compensation plans that could lead SEOs to take unnecessary and excessive
risks that could threaten the value of Salisbury Bancorp,
Inc.;
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(E)
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Employee
compensation plans that unnecessarily expose Salisbury Bancorp, Inc. to
risks; and
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(F)
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Employee
compensation plans that could encourage the manipulation of reported
earnings of Salisbury Bancorp, Inc. to enhance the compensation of an
employee;
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(vi)
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Salisbury
Bancorp, Inc. has required that bonus payments, as defined in the
regulations and guidance established under section 111 of EESA (the “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;
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(vii)
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Salisbury
Bancorp, Inc. 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
Salisbury Bancorp, Inc. and Treasury or June 15, 2009 and ending with the
last day of Salisbury Bancorp, Inc.’s fiscal year containing that
date;
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(viii)
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Salisbury
Bancorp, Inc. 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 Salisbury Bancorp, Inc. and Treasury
or June 15, 2009 and ending with the last day of the TARP recipient’s
fiscal year containing that date;
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(ix)
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The
Board of Directors of Salisbury Bancorp, Inc. 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 Salisbury
Bancorp, Inc. and Treasury; this policy has been provided to Treasury and
its primary regulatory agency, and Salisbury Bancorp, Inc. 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;
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(x)
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Salisbury
Bancorp, Inc. 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
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74
during
the period beginning on the later of the closing date of the agreement between
Salisbury Bancorp, Inc. and Treasury or June 15, 2009 and ending with the last
day of Salisbury Bancorp, Inc.’s fiscal year containing that date;
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(xi)
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Salisbury
Bancorp, Inc. 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 Salisbury Bancorp, Inc. and Treasury or June 15,
2009 and ending with the last day of Salisbury Bancorp, Inc.’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);
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(xii)
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Salisbury
Bancorp, Inc. will disclose whether Salisbury Bancorp, Inc., the Board of
Directors of Salisbury Bancorp, Inc., or the Compensation Committee of
Salisbury Bancorp, Inc. has engaged during the period beginning on the
later of the closing date of the agreement between Salisbury Bancorp, Inc.
and Treasury or June 15, 2009 and ending with the last day of Salisbury
Bancorp, Inc.’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;
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(xiii)
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Salisbury
Bancorp, Inc. 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
Salisbury Bancorp, Inc. and Treasury or June 15, 2009 and ending with the
last day of Salisbury Bancorp, Inc.’s fiscal year containing that
date;
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(xiv)
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Salisbury
Bancorp, Inc. has substantially complied with all other requirements
related to employee compensation that are provided in the agreement
between Salisbury Bancorp, Inc. and Treasury, including any
amendments;
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(xv)
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Salisbury
Bancorp, Inc. 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
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(xvi)
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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).
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March
22, 2010
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By
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/s/ B. Ian McMahon
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B.
Ian McMahon
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Chief
Financial Officer
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