Attached files
| file | filename |
|---|---|
| 10-K/A - CITIZENS & NORTHERN CORP | v186707_10ka.htm |
| EX-31.3 - CITIZENS & NORTHERN CORP | v186707_ex31-3.htm |
| EX-31.4 - CITIZENS & NORTHERN CORP | v186707_ex31-4.htm |
| EX-99.2 - CITIZENS & NORTHERN CORP | v186707_ex99-2.htm |
| EX-32.1 - CITIZENS & NORTHERN CORP | v186707_ex32-1.htm |
Exhibit
99.3
TARP First Fiscal Year
Certification of Principal Financial Officer
Citizens & Northern
Corporation
I, Mark A. Hughes, certify, based on my
knowledge, that:
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(i)
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The
compensation committee of Citizens & Northern 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
Citizens & Northern Corporation and Treasury and ending with the last
day of Citizens & Northern 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 Citizens & Northern
Corporation;
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(ii)
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The
compensation committee of Citizens & Northern 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 Citizens & Northern
Corporation, and during the same applicable period has identified any
features of the employee compensation plans that pose risks to Citizens
& Northern Corporation and has limited those features to ensure that
Citizens & Northern 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 any features of the plan that could encourage the manipulation
of reported earnings of Citizens & Northern 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 Citizens & Northern Corporation will certify
to the review 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 Citizens & Northern 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 Citizens & Northern
Corporation;
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(B)
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Employee
compensation plans that unnecessarily expose Citizens & Northern
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 Citizens & Northern Corporation to enhance the
compensation of an employee;
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(vi)
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Citizens
& Northern 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;
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(vii)
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Citizens
& Northern 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 Citizens & Northern Corporation and Treasury or June
15, 2009 and ending with the last day of Citizens & Northern
Corporation’s fiscal year containing that
date;
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(viii)
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Citizens
& Northern Corporation has limited bonus payments to its applicable
employees in accordance with section 111 of EESA and regulations and
guidance established thereunder during the period beginning on the later
of the closing date of the agreement between Citizens & Northern
Corporation and Treasury or June 15, 2009 and ending with the last day of
Citizens & Northern Corporation’s fiscal year containing that
date;
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(ix)
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The
board of directors of Citizens & Northern 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 Citizens & Northern Corporation and Treasury; this policy has
been provided to Treasury and its primary regulatory agency; Citizens
& Northern 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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The
board of directors of Citizens & Northern 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 Citizens & Northern Corporation and Treasury or June
15, 2009 and ending with the last day of Citizens & Northern
Corporation’s fiscal year containing that
date;
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(xi)
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Citizens
& Northern 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 Citizens & Northern
Corporation and Treasury or June 15, 2009 and ending with the last day of
Citizens & Northern 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 subject to the bonus payment limitations identified in paragraph
(viii);
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(xii)
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Citizens
& Northern Corporation will disclose whether Citizens & Northern
Corporation, the board of directors of Citizens & Northern
Corporation, or the compensation committee of Citizens & Northern
Corporation has engaged during the period beginning on the later of the
closing date of the agreement between Citizens & Northern Corporation
and Treasury or June 15, 2009 and ending with the last day of Citizens
& Northern 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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Citizens
& Northern 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 Citizens & Northern Corporation and Treasury or June
15, 2009 and ending with the last day of Citizens & Northern
Corporation’s fiscal year containing that
date;
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(xiv)
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Citizens
& Northern Corporation has substantially complied with all other
requirements related to employee compensation that are provided in the
agreement between Citizens & Northern Corporation and Treasury,
including any amendments;
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(xv)
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Citizens
& Northern 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 the certification may be punished by fine,
imprisonment, or both. (See, for example, 18 U.S.C.
1001).
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May
26, 2010
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By: |
/s/Mark
A. Hughes
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| Treasurer and Chief Financial Officer | |||