Attached files
file | filename |
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EX-23 - EX-23 - SOUTHWEST BANCORP INC | y90058exv23.htm |
EX-21 - EX-21 - SOUTHWEST BANCORP INC | y90058exv21.htm |
EX-24 - EX-24 - SOUTHWEST BANCORP INC | y90058exv24.htm |
EX-31.A - EX-31.A - SOUTHWEST BANCORP INC | y90058exv31wa.htm |
EX-99.B - EX-99.B - SOUTHWEST BANCORP INC | y90058exv99wb.htm |
EX-32.A - EX-32.A - SOUTHWEST BANCORP INC | y90058exv32wa.htm |
EX-31.B - EX-31.B - SOUTHWEST BANCORP INC | y90058exv31wb.htm |
EX-32.B - EX-32.B - SOUTHWEST BANCORP INC | y90058exv32wb.htm |
10-K - FORM 10-K - SOUTHWEST BANCORP INC | y90058e10vk.htm |
Exhibit 99 (a)
Certification pursuant to Section 111 (b) (4) of the Emergency Economic Stabilization Act of 2008
as amended by the American Recovery and Reinvestment Act of 2009
Certification pursuant to Section 111 (b) (4) of the Emergency Economic Stabilization Act of 2008
as amended by the American Recovery and Reinvestment Act of 2009
Southwest Bancorp, Inc.
UST Sequence No. 114
UST Sequence No. 114
I, Rick Green, President and Chief Executive Officer of Southwest Bancorp, Inc. (the
Company) certify, based on my knowledge, that:
(i) The compensation committee of the Company has discussed, reviewed, and evaluated with
senior risk officers at least every six months during any part of the most recently
completed fiscal year that was a TARP period, the senior executive officer (SEO)
compensation plans and the employee compensation plans and the risks these plans pose to the
Company;
(ii) The compensation committee of the Company has identified and limited during any part of
the most recently completed fiscal year that was a TARP 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 Company, and has identified any features of the employee
compensation plans that pose risks to the Company and has limited those features to ensure
that the Company is not unnecessarily exposed to risks;
(iii) The compensation committee has reviewed, at least every six months during any part of
the most recently completed fiscal year that was a TARP 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 Company to enhance the compensation of an employee,
and has limited any such features;
(iv) The compensation committee of the Company 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 Company 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 the Company;
(B) Employee compensation plans that unnecessarily expose the Company to risks; and
(C) Employee compensation plans that could encourage the manipulation of reported
earnings of the Company to enhance the compensation of an employee;
(vi) The Company has required that bonus payments of the SEOs and twenty next most highly
compensated employees, as defined in the regulations and guidance established under section
111 of EESA (bonus payments), 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 Company 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 any part of the most recently completed fiscal year that
was a TARP period;
(viii) The Company has limited bonus payments to its applicable employees in accordance with
section 111 of EESA and the regulations and guidance established thereunder during any part
of the most recently
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completed fiscal year that was a TARP period;
(ix) The Company and its employees have complied with the excessive or luxury expenditures
policy, as defined in the regulations and guidance established under section 111 of EESA,
during any part of the most recently completed fiscal year that was a TARP 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 Company 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 any part of the
most recently completed fiscal year that was a TARP period;
(xi) The Company will disclose the amount, nature, and justification for the offering during
any part of the most recently completed fiscal year that was a TARP period 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 Company will disclose whether the Company, the board of directors of the Company,
or the compensation committee of the Company has engaged during any part of the most
recently completed fiscal year that was a TARP period, a compensation consultant; and the
services the compensation consultant or any affiliate of the compensation consultant
provided during this period;
(xiii) The Company 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 any part of the most recently completed
fiscal year that was a TARP period;
(xiv) The Company has substantially complied with all other requirements related to employee
compensation that are provided in the agreement between the Company and Treasury, including
any amendments;
(xv) The Company 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, 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.
/s/ Rick Green | ||||
Rick Green, President and | ||||
Chief Executive Officer |
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