Attached files
| file | filename |
|---|---|
| 10-K - FORM 10-K - FIRST LITCHFIELD FINANCIAL CORP | form10k-105986_flfl.htm |
| EX-23 - EXHIBIT 23 - FIRST LITCHFIELD FINANCIAL CORP | ex23.htm |
| EX-21 - EXHIBIT 21 - FIRST LITCHFIELD FINANCIAL CORP | ex21.htm |
| EX-32 - EXHIBIT 32 - FIRST LITCHFIELD FINANCIAL CORP | ex32.htm |
| EX-31.2 - EXHIBIT 31.2 - FIRST LITCHFIELD FINANCIAL CORP | ex31_2.htm |
| EX-99.1 - EXHIBIT 99.1 - FIRST LITCHFIELD FINANCIAL CORP | ex99_1.htm |
| EX-31.1 - EXHIBIT 31.1 - FIRST LITCHFIELD FINANCIAL CORP | ex31_1.htm |
EXHIBIT
99.2
Certification
under
Section
111(b)(4) of the Emergency Economic Stabilization Act of 2008, as
amended
I,
Carroll A. Pereira, Treasurer and Chief Financial Officer of First Litchfield
Financial Corporation, certify, based on my knowledge, that:
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(i)
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The
Compensation Committee of First Litchfield Financial 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 First
Litchfield Financial Corporation and Treasury and ending with the last day
of First Litchfield Financial 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 First Litchfield Financial
Corporation;
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(ii)
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The
Compensation Committee of First Litchfield Financial Corporation has
identified and limited during the Applicable Period any features in the
SEO compensation plans that could lead SEOs to take unnecessary and
excessive risks that could threaten the value of First Litchfield
Financial Corporation and during the same Applicable Period has identified
any features in the employee compensation plans that pose risks to First
Litchfield Financial Corporation and has limited those features to ensure
that First Litchfield Financial Corporation is not unnecessarily exposed
to risks;
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(iii)
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The
Compensation Committee has reviewed, at least every six months during the
Applicable Period, the terms of each employee compensation plan and
identified the features in the plan that could encourage the manipulation
of reported earnings of First Litchfield Financial Corporation to enhance
the compensation of an employee and has limited any such
features;
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(iv)
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The
Compensation Committee of First Litchfield Financial 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
Compensation Committee of First Litchfield Financial 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 First Litchfield Financial
Corporation;
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(B)
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Employee
compensation plans that unnecessarily expose First Litchfield Financial
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 First Litchfield Financial Corporation to enhance the
compensation of an employee;
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(vi)
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First
Litchfield Financial Corporation has required that bonus payments, as
defined in the regulations and guidance established under section 111 of
EESA (the “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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First
Litchfield Financial 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 First Litchfield Financial
Corporation and Treasury or June 15, 2009 and ending with the last day of
First Litchfield Financial Corporation’s fiscal year containing that
date;
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(viii)
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First
Litchfield Financial 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 First
Litchfield Financial Corporation and Treasury or June 15, 2009 and ending
with the last day of the TARP recipient’s fiscal year containing that
date;
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(ix)
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The
Board of Directors of First Litchfield Financial 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 First Litchfield Financial Corporation and Treasury;
this policy has been provided to Treasury and its primary regulatory
agency, and First Litchfield Financial 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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First
Litchfield Financial 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 First Litchfield
Financial Corporation and Treasury or June 15, 2009 and ending with the
last day of First Litchfield Financial Corporation’s fiscal year
containing that date;
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(xi)
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First
Litchfield Financial 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 First Litchfield Financial
Corporation and Treasury or June 15, 2009 and ending with the last day of
First Litchfield Financial Corporation’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);
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(xii)
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First
Litchfield Financial Corporation will disclose whether First Litchfield
Financial Corporation, the Board of Directors of First Litchfield
Financial Corporation, or the Compensation Committee of First Litchfield
Financial Corporation has engaged during the period beginning on the later
of the closing date of the agreement between First Litchfield Financial
Corporation and Treasury or June 15, 2009 and ending with the last day of
First Litchfield Financial Corporation’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;
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(xiii)
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First
Litchfield Financial 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 First Litchfield Financial
Corporation and Treasury or June 15, 2009 and ending with the last day of
First Litchfield Financial Corporation’s fiscal year containing that
date;
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(xiv)
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First
Litchfield Financial Corporation has substantially complied with all other
requirements related to employee compensation that are provided in the
agreement between First Litchfield Financial Corporation and Treasury,
including any amendments;
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(xv)
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First
Litchfield Financial 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
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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 USC
1001).
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Signature: /s/ Carroll A.
Pereira
Name: Carroll
A. Pereira
Title: Treasurer
and Chief Financial Officer
Date: March
31, 2010