Attached files
file | filename |
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10-K - FORM 10-K - LNB BANCORP INC | l38664e10vk.htm |
EX-32.1 - EX-32.1 - LNB BANCORP INC | l38664exv32w1.htm |
EX-31.2 - EX-31.2 - LNB BANCORP INC | l38664exv31w2.htm |
EX-31.1 - EX-31.1 - LNB BANCORP INC | l38664exv31w1.htm |
EX-99.1 - EX-99.1 - LNB BANCORP INC | l38664exv99w1.htm |
EX-32.2 - EX-32.2 - LNB BANCORP INC | l38664exv32w2.htm |
EX-21.1 - EX-21.1 - LNB BANCORP INC | l38664exv21w1.htm |
EX-23.1 - EX-23.1 - LNB BANCORP INC | l38664exv23w1.htm |
Exhibit 99.2
CERTIFICATION
OF THE CHIEF FINANCIAL OFFICER
PURSUANT TO SECTIONS 101(A)(1), 101(C)(5), AND 111 OF THE EMERGENCY ECONOMIC
STABILIZATION ACT OF 2008, AS AMENDED BY THE AMERICAN RECOVERY AND
REINVESTMENT ACT OF 2009
PURSUANT TO SECTIONS 101(A)(1), 101(C)(5), AND 111 OF THE EMERGENCY ECONOMIC
STABILIZATION ACT OF 2008, AS AMENDED BY THE AMERICAN RECOVERY AND
REINVESTMENT ACT OF 2009
(dated March 12, 2010)
I, Gary J. Elek certify, based on my knowledge, that:
(i) The compensation committee of LNB Bancorp, Inc. (the
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 the
Corporation and Treasury and ending with the last day of the
Corporations 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 the Corporation;
(ii) The compensation committee of the 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
the Corporation, and during that same applicable period has
identified any features of the employee compensation plans that
pose risks to the Corporation and has limited those features to
ensure that the 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 the Corporation to enhance the compensation of an employee,
and has limited any such features;
(iv) The compensation committee of the 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 the 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
(A) SEO compensation plans that could lead SEOs to take
unnecessary and excessive risks that could threaten the value of
the Corporation;
(B) Employee compensation plans that unnecessarily expose
the Corporation to risks; and
(C) Employee compensation plans that could encourage the
manipulation of reported earnings of the Corporation to enhance
the compensation of an employee;
(vi) The 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;
(vii) The 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 the Corporation and Treasury or June 15, 2009 and
ending with the last day of the Corporations fiscal year
containing that date;
(viii) The 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 the Corporation and Treasury or June 15,
2009 and ending with the last day of the Corporations
fiscal year containing that date;
(ix) The board of directors of the 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 the Corporation and Treasury; this policy has been
provided to Treasury and its primary regulatory agency; the
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;
(x) The 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 the Corporation and Treasury or
June 15, 2009 and ending with the last day of the
Corporations fiscal year containing that date;
(xi) The 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 the
Corporation and Treasury or June 15, 2009 and ending with
the last day of the Corporations 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) The Corporation will disclose whether the
Corporation, the board of directors of the Corporation, or the
compensation committee of the Corporation has engaged during the
period beginning on the later of the closing date of the
agreement between the Corporation and Treasury or June 15,
2009 and ending with the last day of the Corporations
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) The 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 the
Corporation and Treasury or June 15, 2009 and ending with
the last day of the Corporations fiscal year containing
that date;
(xiv) The Corporation has substantially complied with all
other requirements related to employee compensation that are
provided in the agreement between the Corporation and Treasury,
including any amendments;
(xv) The 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.)
/s/ Gary
J. Elek
Gary J. Elek
Chief Financial Officer