Attached files
file | filename |
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10-K - FORM 10-K - NEWBRIDGE BANCORP | g26559e10vk.htm |
EX-32.01 - EX-32.01 - NEWBRIDGE BANCORP | g26559exv32w01.htm |
EX-21.01 - EX-21.01 - NEWBRIDGE BANCORP | g26559exv21w01.htm |
EX-31.02 - EX-31.02 - NEWBRIDGE BANCORP | g26559exv31w02.htm |
EX-31.01 - EX-31.01 - NEWBRIDGE BANCORP | g26559exv31w01.htm |
EX-99.01 - EX-99.01 - NEWBRIDGE BANCORP | g26559exv99w01.htm |
EX-23.01 - EX-23.01 - NEWBRIDGE BANCORP | g26559exv23w01.htm |
Exhibit 99.02
CERTIFICATION PURSUANT TO
THE EMERGENCY ECONOMIC STABILIZATION ACT OF 2008, AS AMENDED
BY THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009.
THE EMERGENCY ECONOMIC STABILIZATION ACT OF 2008, AS AMENDED
BY THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009.
I, Ramsey K. Hamadi, Executive Vice President and Chief Financial Officer of NewBridge Bancorp
(the Company), certify, based on my knowledge, that:
(i) The compensation committee of NewBridge Bancorp (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, senior executive officer (SEO)
compensation plans and 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 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 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 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 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 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 Company will permit a non-binding shareholder resolution in compliance with any
applicable federal
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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. (See, for
example, 18 USC 1001.)
Date: March 23, 2011 | /s/ RAMSEY K. HAMADI | |||
Ramsey K. Hamadi | ||||
Executive Vice President and Chief Financial Officer | ||||
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