Attached files
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10-K - FORM 10-K - MERCANTILE BANK CORP | k50101e10vk.htm |
EX-23 - EX-23 - MERCANTILE BANK CORP | k50101exv23.htm |
EX-31 - EX-31 - MERCANTILE BANK CORP | k50101exv31.htm |
EX-32.1 - EX-32.1 - MERCANTILE BANK CORP | k50101exv32w1.htm |
EX-32.2 - EX-32.2 - MERCANTILE BANK CORP | k50101exv32w2.htm |
EXHIBIT 99.1
Certification of our principal executive officer and principal financial officer relating to our
participation in the Capital Purchase Program of the Troubled Asset Relief Program
participation in the Capital Purchase Program of the Troubled Asset Relief Program
Mercantile Bank Corporation UST# 449
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 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 Mercantile Bank Corporation;
(ii) The compensation committee of Mercantile Bank Corporation 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 Mercantile Bank Corporation and 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 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 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 was
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 to SEOs or any of the next
twenty most highly compensated employees, as defined in the regulations and guidance established
under section 111 of 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;
(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 any part of the most recently completed fiscal year that
was a TARP period;
(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 any part of the most recently completed fiscal year that was a TARP period;
(ix) Mercantile Bank Corporation 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;
(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 any part of the most
recently completed fiscal year that was a TARP period;
(xi) Mercantile Bank Corporation 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);
(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 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;
(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 any part of the most recently completed fiscal year that
was a TARP period;
(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 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
(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 | (Signature) | Date: March 14, 2011 | ||
Michael H. Price | ||||
Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) |
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 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 Mercantile Bank Corporation;
(ii) The compensation committee of Mercantile Bank Corporation 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 Mercantile Bank Corporation and 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 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 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 was 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 to SEOs or any of the next
twenty most highly compensated employees, as defined in the regulations and guidance established
under section 111 of 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;
(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 any part of the most recently completed fiscal year that
was a TARP period;
(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 any part of the most recently completed fiscal year that was a TARP period;
(ix) Mercantile Bank Corporation 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;
(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 any part of the most
recently completed fiscal year that was a TARP period;
(xi) Mercantile Bank Corporation 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);
(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 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;
(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 any part of the most recently completed fiscal year that
was a TARP period;
(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 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
(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 | (Signature) | Date: March 14, 2011 | ||
Charles E. Christmas | ||||
Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) |
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