Attached files
| file | filename |
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| 10-K - FIRST PLACE FINANCIAL CORP /DE/ | v195860_10k.htm |
| EX-21 - FIRST PLACE FINANCIAL CORP /DE/ | v195860_ex21.htm |
| EX-14 - FIRST PLACE FINANCIAL CORP /DE/ | v195860_ex14.htm |
| EX-4.1 - FIRST PLACE FINANCIAL CORP /DE/ | v195860_ex4-1.htm |
| EX-31.2 - FIRST PLACE FINANCIAL CORP /DE/ | v195860_ex31-2.htm |
| EX-23.1 - FIRST PLACE FINANCIAL CORP /DE/ | v195860_ex23-1.htm |
| EX-23.2 - FIRST PLACE FINANCIAL CORP /DE/ | v195860_ex23-2.htm |
| EX-32.2 - FIRST PLACE FINANCIAL CORP /DE/ | v195860_ex32-2.htm |
| EX-32.1 - FIRST PLACE FINANCIAL CORP /DE/ | v195860_ex32-1.htm |
| EX-99.2 - FIRST PLACE FINANCIAL CORP /DE/ | v195860_ex99-2.htm |
| EX-31.1 - FIRST PLACE FINANCIAL CORP /DE/ | v195860_ex31-1.htm |
Exhibit
99.1
CERTIFICATION
PURSUANT TO SECTION 111(b)(4)
OF
THE EMERGENCY ECONOMIC STABILIZATION ACT OF 2008
I, Steven
R. Lewis, President and Chief Executive Officer, certify, based on my knowledge,
that:
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(i)
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The
compensation committee of First Place Financial Corp. (“First Place”) has
discussed, reviewed, and evaluated with senior risk officers at least
every six months during any part of the most recently completed fiscal
year that was a TARP period, senior executive officer (“SEO”) compensation
plans and employee compensation plans and the risks these plans pose to
First Place;
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(ii)
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The
compensation committee of First Place has identified and limited during
any part of the most recently completed fiscal year that was a TARP period
any features of the SEO compensation plans that could lead SEOs to take
unnecessary and excessive risks that could threaten the value of First
Place and has identified any features of the employee compensation plans
that pose risks to First Place and has limited those features to ensure
that First Place 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 any
part of the most recently completed fiscal year that was a TARP period,
the terms of each employee compensation plan and identified any features
of the plan that could encourage the manipulation of reported earnings of
First Place 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 First Place 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 First Place will provide a narrative description
of how it limited during any part of the most recently completed fiscal
year that was a TARP period the features
in:
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(A)
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SEO
compensation plans that could lead SEOs to take unnecessary and excessive
risks that could threaten the value of First
Place;
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(B)
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Employee
compensation plans that unnecessarily expose First Place to risks;
and
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(C)
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Employee
compensation plans that could encourage the manipulation of reported
earnings of First Place to enhance the compensation of an
employee;
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(vi)
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First
Place has required that bonus payments to SEOs or any of the next twenty
most highly compensated employees, as defined in the regulations and
guidance established under section 111 of the Emergency Economic
Stabilization Act of 2008 (“EESA”) (“bonus payments”), 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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First
Place 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 any part
of the most recently completed fiscal year that was a TARP
period;
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(viii)
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First
Place has limited bonus payments to its applicable employees in accordance
with section 111 of EESA and the regulations and guidance established
thereunder during any part of the most recently completed fiscal year that
was a TARP period;
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(ix)
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First
Place and its employees have complied with the excessive or luxury
expenditures policy, as defined in the regulations and guidance
established under section 111 of EESA, during any part of the most
recently completed fiscal year that was a TARP period; and any expenses
that, pursuant to the 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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First
Place 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 any part of the most recently completed fiscal year
that was a TARP period;
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(xi)
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First
Place will disclose the amount, nature, and justification for the
offering, during any part of the most recently completed fiscal year that
was a TARP period, 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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First
Place will disclose whether First Place, the board of directors of First
Place, or the compensation committee of First Place has engaged during any
part of the most recently completed fiscal year that was a TARP period 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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First
Place 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 any part
of the most recently completed fiscal year that was a TARP
period;
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(xiv)
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First
Place has substantially complied with all other requirements related to
employee compensation that are provided in the agreement between First
Place and Treasury, including any
amendments;
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(xv)
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First
Place 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, 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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Dated:
September 22, 2010
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/s/ Steven R. Lewis
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Steven
R. Lewis
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President
and Chief Executive Officer
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