Attached files
file | filename |
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10-K - FORM 10-K - SUPERIOR BANCORP | g22315e10vk.htm |
EX-4.26 - EX-(4)-26 - SUPERIOR BANCORP | g22315exv4w26.htm |
EX-4.25 - EX-(4)-25 - SUPERIOR BANCORP | g22315exv4w25.htm |
EX-4.23 - EX-(4)-23 - SUPERIOR BANCORP | g22315exv4w23.htm |
EX-4.24 - EX-(4)-24 - SUPERIOR BANCORP | g22315exv4w24.htm |
EX-10.29 - EX-(10)-29 - SUPERIOR BANCORP | g22315exv10w29.htm |
EX-23 - EX-23 - SUPERIOR BANCORP | g22315exv23.htm |
EX-21 - EX-21 - SUPERIOR BANCORP | g22315exv21.htm |
EX-32 - EX-32 - SUPERIOR BANCORP | g22315exv32.htm |
EX-31 - EX-31 - SUPERIOR BANCORP | g22315exv31.htm |
EX-10.31 - EX-(10)-31 - SUPERIOR BANCORP | g22315exv10w31.htm |
EX-10.30 - EX-(10)-30 - SUPERIOR BANCORP | g22315exv10w30.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 Bancorps 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 SEOs 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
Bancorps 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 Bancorps 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 Bancorps 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 Bancorps 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 Bancorps 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
Bancorps 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
|
|||
Chief Executive Officer |
2
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 Bancorps 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 SEOs 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
Bancorps 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 Bancorps 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 Bancorps 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 Bancorps 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 Bancorps 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
Bancorps 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
|
|||
Chief Financial Officer | ||||
(Principal Financial Officer) |
2