Attached files

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10-K - FORM 10-K - FIRSTBANK CORPfirst10k_123109.htm
EX-3 - AMENDED ARTICLES OF INCORPORATION - FIRSTBANK CORPfirst10k_123109ex3a.htm
EX-13 - FINANCIALS - FIRSTBANK CORPfirst10k_123109ex13.htm
EX-12 - RATIO OF EARNINGS TO FIXED CHARGES - FIRSTBANK CORPfirst10k_123109ex12.htm
EX-21 - SUBSIDIARIES - FIRSTBANK CORPfirst10k_123109ex21.htm
EX-10 - RESTRICTED STOCK AGREEMENT - FIRSTBANK CORPfirst10k_123109ex10k.htm
EX-99 - TARP CERTIFICATION OF CFO - FIRSTBANK CORPfirst10k_123109ex99p3.htm
EX-31 - CERTIFICATION OF THOMAS SULLIVAN - FIRSTBANK CORPfirst10k_123109ex31p1.htm
EX-32 - CERTIFICATION OF SULLIVAN AND STONE - FIRSTBANK CORPfirst10k_123109ex32p1.htm
EX-31 - CERTIFICATION OF SAMUAL STONE - FIRSTBANK CORPfirst10k_123109ex31p2.htm
EX-14 - CODE OF ETHICS - FIRSTBANK CORPfirst10k_123109ex14.htm
EX-23 - CONSENT OF INDEPENDENT ACCOUNTING FIRM - FIRSTBANK CORPfirst10k_123109ex23p1.htm
EX-99 - PERFORMANCE TABLE - FIRSTBANK CORPfirst10k_123109ex99p1.htm

EXHIBIT 99.2

 

FIRSTBANK CORPORATION

Certification of Chief Executive Officer

Pursuant to Section 111(b)(4) of the Emergency Economic Stabilization Act of 2008

 

 

I, Thomas R. Sullivan, certify, based on my knowledge, that:

 

(i)         The compensation committee of Firstbank 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 Firstbank Corporation and the Treasury and ending with the last day of Firstbank Corporation'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 Firstbank Corporation;

 

(ii)        The compensation committee of Firstbank 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 Firstbank Corporation and during that same applicable period has identified any features of the employee compensation plans that pose risks to Firstbank Corporation and has limited those features to ensure that Firstbank Corporation 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 the manipulation of reported earnings of Firstbank Corporation to enhance the compensation of an employee, and has limited any such features;

 

(iv)       The compensation committee of Firstbank 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 Firstbank 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 Firstbank Corporation;

 

(B)       Employee compensation plans that unnecessarily expose Firstbank Corporation to risks; and

 

(C)       Employee compensation plans that could encourage the manipulation of reported earnings of Firstbank Corporation to enhance the compensation of an employee;

 

(vi)       Firstbank Corporation has required that bonus payments, as defined in the regulations and guidance established under section 111 of EESA (bonus payments), of the SEOs or any of the next twenty 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)      Firstbank 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 the period beginning on the later of the closing date of the agreement between Firstbank Corporation and the Treasury or June 15, 2009, and ending with the last day of Firstbank's fiscal year containing that date;

 

(viii)     Firstbank 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 Firstbank Corporation and the Treasury or June 15, 2009, and ending with the last day of Firstbank's fiscal year containing that date;

 

(ix)       The board of directors of Firstbank 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 Firstbank Corporation and the Treasury; this policy has been provided to Treasury and its primary regulatory agency; Firstbank Corporation and its employees have complied with this policy during the applicable 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)        Firstbank 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 Firstbank Corporation and the Treasury or June 15, 2009, and ending with the last day of Firstbank's fiscal year containing that date;

 

(xi)       Firstbank Corporation 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 Firstbank Corporation and the Treasury or June 15, 2009 and ending with the last day of the TARP recipient's fiscal year containing that date of an 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)      Firstbank Corporation will disclose whether Firstbank Corporation, the board of directors of Firstbank Corporation, or the compensation committee of Firstbank Corporation has engaged during the period beginning on the later of the closing date of the agreement between Firstbank Corporation and the Treasury or June 15, 2009, and ending with the last day of Firstbank'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)     Firstbank 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 Firstbank Corporation and the Treasury or June 15, 2009, and ending with the last day of Firstbank's fiscal year containing that date;

 

(xiv)     Firstbank Corporation has substantially complied with all other requirements related to employee compensation that are provided in the agreement between Firstbank Corporation and Treasury, including any amendments;

 


(xv)      Firstbank 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 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 9, 2010   

 

 

 

 

 

 

/s/ Thomas R. Sullivan                        

 

 

Thomas R. Sullivan 

 

 

Chief Executive Officer