Attached files
file | filename |
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10-K - FORM 10-K - FIDELITY SOUTHERN CORP | g26516e10vk.htm |
EX-23 - EX-23 - FIDELITY SOUTHERN CORP | g26516exv23.htm |
EX-21 - EX-21 - FIDELITY SOUTHERN CORP | g26516exv21.htm |
EX-32.1 - EX-32.1 - FIDELITY SOUTHERN CORP | g26516exv32w1.htm |
EX-99.1 - EX-99.1 - FIDELITY SOUTHERN CORP | g26516exv99w1.htm |
EX-31.2 - EX-31.2 - FIDELITY SOUTHERN CORP | g26516exv31w2.htm |
EX-32.2 - EX-32.2 - FIDELITY SOUTHERN CORP | g26516exv32w2.htm |
EX-31.1 - EX-31.1 - FIDELITY SOUTHERN CORP | g26516exv31w1.htm |
Exhibit 99.2
FIDELITY SOUTHERN CORPORATION
PRINCIPAL FINANCIAL OFFICERS CERTIFICATE
PRINCIPAL FINANCIAL OFFICERS CERTIFICATE
Provided Pursuant to 31 CFR 30.15
This Certificate is provided pursuant to 31 CFR 30.15 in relation to the participation of
Fidelity Southern Corporation (the Company) in the Capital Purchase Program (CPP) of the U.S.
Department of the Treasury (the Treasury) pursuant to the Letter Agreement of the Company with
the Treasury dated as of December 19, 2008. Under the CPP, the Treasury purchased 48,200 shares of
the Companys Preferred Stock, along with a common stock warrant (collectively, the Securities).
This Certificate is provided to the Company for inclusion as an exhibit to the Companys Annual
Report on Form 10-K for the year ended December 31, 2010.
I, Stephen H. Brolly, Chief Financial Officer of the Company, certify, based on my knowledge,
that:
(i) The compensation committee of the Company has discussed, reviewed, and evaluated with the
Chief Risk Officer at least every six months during any part of the most recently completed fiscal
year that was a TARP period (the applicable 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 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 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 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 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 the applicable 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 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 the
applicable 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 a SEO or any of the next five most highly
compensated employees during the applicable 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 the applicable
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 the applicable period; and any expenses that, pursuant to the policy, required
approval of the board of directors, a committee of the board of directors, a 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 the applicable period;
(xi) The Company will disclose the amount, nature, and justification for the offering during
the applicable 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 the applicable 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 the applicable 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. (See, for example, 18
U.S.C. 1001.)
Date: March 17, 2011.
/s/ Stephen H. Brolly | ||||
Stephen H. Brolly | ||||
Chief Financial Officer | ||||