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10-K - FORM 10-K - SUPERIOR BANCORPg22315e10vk.htm
EX-4.26 - EX-(4)-26 - SUPERIOR BANCORPg22315exv4w26.htm
EX-4.25 - EX-(4)-25 - SUPERIOR BANCORPg22315exv4w25.htm
EX-4.23 - EX-(4)-23 - SUPERIOR BANCORPg22315exv4w23.htm
EX-4.24 - EX-(4)-24 - SUPERIOR BANCORPg22315exv4w24.htm
EX-10.29 - EX-(10)-29 - SUPERIOR BANCORPg22315exv10w29.htm
EX-23 - EX-23 - SUPERIOR BANCORPg22315exv23.htm
EX-21 - EX-21 - SUPERIOR BANCORPg22315exv21.htm
EX-32 - EX-32 - SUPERIOR BANCORPg22315exv32.htm
EX-31 - EX-31 - SUPERIOR BANCORPg22315exv31.htm
EX-10.31 - EX-(10)-31 - SUPERIOR BANCORPg22315exv10w31.htm
EX-10.30 - EX-(10)-30 - SUPERIOR BANCORPg22315exv10w30.htm
Exhibit 99.1
CERTIFICATION
I, C. Stanley Bailey, certify, based on my knowledge, that:
(i) The Compensation Committee of Superior Bancorp 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 date of the agreement between Superior Bancorp and Treasury and ending with the last day of Superior Bancorp’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 Superior Bancorp;
(ii) The Compensation Committee of Superior Bancorp 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 Superior Bancorp, and during that same applicable period has identified any features of the employee compensation plans that pose risks to Superior Bancorp has has limited those features to ensure that Superior Bancorp is not unnecessarily exposed to risks;
(iii) The Compensation 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 manipulation of reported earnings of Superior Bancorp to enhance the compensation of an employee, and has limited any such features;
(iv) The Compensation Committee of Superior Bancorp will certify to the review of the SEO compensation plans and employee compensation plans required under (i) and (iii) above;
(v) The Compensation Committee of Superior Bancorp 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
  (A)   SEO compensation plans that could lead SEO’s to take unnecessary and excessive risks that could threaten the value of Superior Bancorp;
 
  (B)   Employee compensation plans that unnecessarily expose Superior Bancorp to risks; and
 
  (C)   Employee compensation plans that could encourage the manipulation of reported earnings of Superior Bancorp to enhance the compensation of an employee;
(vi) Superior Bancorp 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;
(vii) Superior Bancorp 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 Superior Bancorp and Treasury or June 15, 2009 and ending with the last day of Superior Bancorp’s fiscal year containing that date;
(viii) Superior Bancorp 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 Superior Bancorp and Treasury or June 15, 2009 and ending with the last day of Superior Bancorp’s fiscal year containing that date;
(ix) The board of directors of Superior Bancorp 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 Superior Bancorp and Treasury; this policy has been provided to Treasury and its primary regulatory agency; Superior Bancorp 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;
(x) Superior Bancorp will permit a non-binding shareholder resolution in compliance with an 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 Superior Bancorp and Treasury or June 15, 2009 and ending with the last day of Superior Bancorp’s fiscal year containing that date;
(xi) Superior Bancorp 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 Superior Bancorp and Treasury or June 15, 2009 and ending with the last day of Superior Bancorp’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);
(xii) Superior Bancorp will disclose whether Superior Bancorp, the board of directors of Superior Bancorp, or the compensation committee of Superior Bancorp has engaged during the period beginning on the later of the closing date of the agreement between Superior Bancorp and Treasury or June 15, 2009 and ending with the last day of Superior Bancorp’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;
(xiii) Superior Bancorp 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 Superior Bancorp and Treasury or June 15, 2009 and ending with the last day of Superior Bancorp’s fiscal year containing that date;
(xiv) Superior Bancorp has substantially complied with all other requirements related to employee compensation that are provided in the agreement between Superior Bancorp and Treasury, including any amendments;
(xv) Superior Bancorp 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
(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 U.S.C. 1001).
Dated: March 11, 2010
         
By
  /s/ C. Stanley Bailey
 
C. Stanley Bailey
   
 
  Chief Executive Officer    


 

Exhibit 99.2
CERTIFICATION
I, James A. White, certify, based on my knowledge, that:
(i) The Compensation Committee of Superior Bancorp 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 date of the agreement between Superior Bancorp and Treasury and ending with the last day of Superior Bancorp’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 Superior Bancorp;
(ii) The Compensation Committee of Superior Bancorp 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 Superior Bancorp, and during that same applicable period has identified any features of the employee compensation plans that pose risks to Superior Bancorp has has limited those features to ensure that Superior Bancorp is not unnecessarily exposed to risks;
(iii) The Compensation 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 manipulation of reported earnings of Superior Bancorp to enhance the compensation of an employee, and has limited any such features;
(iv) The Compensation Committee of Superior Bancorp will certify to the review of the SEO compensation plans and employee compensation plans required under (i) and (iii) above;
(v) The Compensation Committee of Superior Bancorp 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
  (D)   SEO compensation plans that could lead SEO’s to take unnecessary and excessive risks that could threaten the value of Superior Bancorp;
 
  (E)   Employee compensation plans that unnecessarily expose Superior Bancorp to risks; and
 
  (F)   Employee compensation plans that could encourage the manipulation of reported earnings of Superior Bancorp to enhance the compensation of an employee;
(vi) Superior Bancorp 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;
(vii) Superior Bancorp 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 Superior Bancorp and Treasury or June 15, 2009 and ending with the last day of Superior Bancorp’s fiscal year containing that date;
(viii) Superior Bancorp 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 Superior Bancorp and Treasury or June 15, 2009 and ending with the last day of Superior Bancorp’s fiscal year containing that date;
(ix) The board of directors of Superior Bancorp 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 Superior Bancorp and Treasury; this policy has been provided to Treasury and its primary regulatory agency; Superior Bancorp 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;
(x) Superior Bancorp will permit a non-binding shareholder resolution in compliance with an 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 Superior Bancorp and Treasury or June 15, 2009 and ending with the last day of Superior Bancorp’s fiscal year containing that date;
(xi) Superior Bancorp 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 Superior Bancorp and Treasury or June 15, 2009 and ending with the last day of Superior Bancorp’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);
(xii) Superior Bancorp will disclose whether Superior Bancorp, the board of directors of Superior Bancorp, or the compensation committee of Superior Bancorp has engaged during the period beginning on the later of the closing date of the agreement between Superior Bancorp and Treasury or June 15, 2009 and ending with the last day of Superior Bancorp’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;
(xiii) Superior Bancorp 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 Superior Bancorp and Treasury or June 15, 2009 and ending with the last day of Superior Bancorp’s fiscal year containing that date;
(xiv) Superior Bancorp has substantially complied with all other requirements related to employee compensation that are provided in the agreement between Superior Bancorp and Treasury, including any amendments;
(xv) Superior Bancorp 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
(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 U.S.C. 1001).
Dated: March 11, 2010
         
By
  /s/ James A. White
 
James A. White
   
 
  Chief Financial Officer    
 
  (Principal Financial Officer)    

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