Attached files
file | filename |
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10-K - FORM 10-K - LNB BANCORP INC | l41468e10vk.htm |
EX-23.1 - EX-23.1 - LNB BANCORP INC | l41468exv23w1.htm |
EX-32.1 - EX-32.1 - LNB BANCORP INC | l41468exv32w1.htm |
EX-32.2 - EX-32.2 - LNB BANCORP INC | l41468exv32w2.htm |
EX-31.2 - EX-31.2 - LNB BANCORP INC | l41468exv31w2.htm |
EX-31.1 - EX-31.1 - LNB BANCORP INC | l41468exv31w1.htm |
EX-99.1 - EX-99.1 - LNB BANCORP INC | l41468exv99w1.htm |
EX-21.1 - EX-21.1 - LNB BANCORP INC | l41468exv21w1.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 11, 2011)
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 any part of the
most recently completed fiscal year that was a TARP period, senior executive officer (SEO)
compensation plans and employee compensation plans and the risks these plans pose to the
Corporation;
(ii) The compensation committee of the Corporation 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 Corporation and 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 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 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 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 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 to SEOs or any of the next twenty 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 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 any part of the most recently completed fiscal year that
was a TARP period;
(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 any part of
the most recently completed fiscal year that was a TARP period;
(ix) The Corporation 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 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) 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 any part of the most recently
completed fiscal year that was a TARP period;
(xi) The Corporation 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 Corporation will disclose whether the Corporation, the board of directors of the
Corporation, or the compensation committee of the Corporation 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 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 any part of the most recently completed fiscal year that
was a TARP period;
(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, 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 |
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Chief Financial Officer |