Attached files
file | filename |
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EX-23 - EXHIBIT 23 - 1ST SOURCE CORP | ex23.htm |
EX-31.1 - EXHIBIT 31.1 - 1ST SOURCE CORP | ex31_1.htm |
EX-31.2 - EXHIBIT 31.2 - 1ST SOURCE CORP | ex31_2.htm |
EX-32.1 - EXHIBIT 32.1 - 1ST SOURCE CORP | ex32_1.htm |
EX-32.2 - EXHIBIT 32.2 - 1ST SOURCE CORP | ex32_2.htm |
EX-99.2 - EXHIBIT 99.2 - 1ST SOURCE CORP | ex99_2.htm |
10-K - 1ST SOURCE CORP. FORM 10K 12/31/09 - 1ST SOURCE CORP | form10_k.htm |
Exhibit
99.1
Certification
of Principal Executive Officer Pursuant to 31 CFR Section 30.15
I,
Christopher J. Murphy III, Chief Executive Officer, certify, based on my
knowledge, that:
(i)
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The
Executive Compensation and Human Resources Committee of 1st Source
Corporation 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 1st Source Corporation and Treasury and ending with the
last day of 1st Source Corporation’s fiscal year containing that date, the
senior executive officer (SEO) compensation plans and the employee
compensation plans and the risks these plans pose to 1st Source
Corporation;
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(ii)
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The
Executive Compensation and Human Resources Committee of 1st Source
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 1st
Source Corporation and during the same applicable period has identified
any features of the employee compensation plans that pose risks to 1st
Source Corporation and has limited those features to ensure that 1st
Source Corporation is not unnecessarily exposed to
risks;
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(iii)
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The
Executive Compensation and Human Resources 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 1st Source
Corporation to enhance the compensation of an employee, and has limited
any such features;
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(iv)
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The
Executive Compensation and Human Resources Committee of 1st Source
Corporation 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
Executive Compensation and Human Resources Committee of 1st Source
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
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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 1st Source
Corporation;
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(B)
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Employee
compensation plans that unnecessarily expose 1st Source Corporation to
risks; and
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(C)
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Employee
compensation plans that could encourage the manipulation of reported
earnings of 1st Source Corporation to enhance the compensation of an
employee;
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(vi)
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1st
Source 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;
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(vii)
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1st
Source Corporation has prohibited any golden parachute payment, as defined
in the regulations and guidance established under section 111 of EESA, to
an 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 1st Source Corporation and Treasury or June 15, 2009 and ending
with the last day of 1st Source Corporation’s fiscal year containing that
date;
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(viii)
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1st
Source 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 1st Source Corporation and Treasury
or June 15, 2009 and ending with the last day of 1st Source Corporation’s
fiscal year containing that date;
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(ix)
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The
board of directors of 1st Source 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 1st Source
Corporation and Treasury; this policy has been provided to Treasury and
its primary regulatory agency; 1st Source 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;
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(x)
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1st
Source 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 1st Source Corporation and
Treasury or June 15, 2009 and ending with the last day of 1st Source
Corporation’s fiscal year containing that
date;
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(xi)
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1st
Source Corporation hereby discloses that it has not offered during the
period beginning on the later of the closing date of the agreement between
1st Source Corporation and Treasury or June 15, 2009 and ending with the
last day of 1st Source Corporation’s fiscal year containing that date 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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No
compensation consultant has been engaged by 1st Source Corporation, the
board of directors of 1st Source Corporation, or the Executive
Compensation and Human Resources Committee of 1st Source Corporation
during the period beginning on the later of the closing date of the
agreement between 1st Source Corporation and Treasury or June 15, 2009 and
ending with the last day of 1st Source Corporation’s fiscal year
containing that date;
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(xiii)
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1st
Source 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
1st Source Corporation and Treasury or June 15, 2009 and ending with the
last day of 1st Source Corporation’s fiscal year containing that
date;
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(xiv)
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1st
Source Corporation has substantially complied with all other requirements
related to employee compensation that are provided in the agreement
between 1st Source Corporation and Treasury, including any
amendments;
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(xv)
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1st
Source 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 and the most recently completed fiscal year, with the
non-SEOs ranked in descending order of level of annual compensation, and
with 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
U.S.C. 1001)
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Date: February
19, 2010
By /s/ CHRISTOPHER
J. MURPHY
III
Christopher
J. Murphy III, Chief Executive Officer