Attached files
file | filename |
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10-K - FORM 10-K - CENTRAL BANCORP INC /MA/ | b86850e10vk.htm |
EX-32 - EX-32 - CENTRAL BANCORP INC /MA/ | b86850exv32.htm |
EX-21 - EX-21 - CENTRAL BANCORP INC /MA/ | b86850exv21.htm |
EX-23.2 - EX-23.2 - CENTRAL BANCORP INC /MA/ | b86850exv23w2.htm |
EX-23.1 - EX-23.1 - CENTRAL BANCORP INC /MA/ | b86850exv23w1.htm |
EX-31.2 - EX-31.2 - CENTRAL BANCORP INC /MA/ | b86850exv31w2.htm |
EX-31.1 - EX-31.1 - CENTRAL BANCORP INC /MA/ | b86850exv31w1.htm |
EX-99.1 - EX-99.1 - CENTRAL BANCORP INC /MA/ | b86850exv99w1.htm |
EXHIBIT 99.2
CERTIFICATION
PURSUANT TO 31 C.F.R. § 30.15
PURSUANT TO 31 C.F.R. § 30.15
I, Paul S. Feeley, certify, based on my knowledge, that:
(i) The compensation committee of Central Bancorp, Inc. 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 the
employee compensation plans and the risks these plans pose to Central Bancorp, Inc.;
(ii) The compensation committee of Central Bancorp, Inc. 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 Central Bancorp, Inc., and has identified any features of the employee compensation
plans that pose risks to Central Bancorp, Inc. and has limited those features to ensure that
Central Bancorp, Inc. 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 Central Bancorp, Inc. to enhance the compensation of an employee, and has
limited any such features;
(iv) The compensation committee of Central Bancorp, Inc. 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 Central Bancorp, Inc. 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 Central Bancorp, Inc.; | ||
(b) | Employee compensation plans that unnecessarily expose Central Bancorp, Inc. to risks; and | ||
(c) | Employee compensation plans that could encourage the manipulation of reported earnings of Central Bancorp, Inc. to enhance the compensation of an employee; |
(vi) Central Bancorp, Inc. 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) Central 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 any part of the most recently completed fiscal year that
was a TARP period;
(viii) Central 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
any part of the most recently completed fiscal year that was a TARP period;
(ix) Central Bancorp, Inc. 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) Central 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 during any part of the most
recently completed fiscal year that was a TARP period;
(xi) Central Bancorp, Inc. 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) Central Bancorp, Inc. will disclose whether Central Bancorp, Inc., the board of
directors of Central Bancorp, Inc., or the compensation committee of Central Bancorp, Inc. 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 such period;
(xiii) Central 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 any part of the most recently completed fiscal year that
was a TARP period;
(xiv) Central Bancorp, Inc. has substantially complied with all other requirements related to
employee compensation that are provided in the agreement between Central Bancorp, Inc. and
Treasury, including any amendments;
(xv) Central Bancorp, Inc. will submit 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.
Date: June 17, 2011 | /s/ Paul S. Feeley | |||
Paul S. Feeley | ||||
Senior Vice President, Chief Financial Officer
and Treasurer (Principal Financial and Accounting Officer) |
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