Attached files
| file | filename |
|---|---|
| EX-23 - CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM - CASCADE FINANCIAL CORP | ex23-123110.htm |
| EX-21 - SUBSIDIARIES OF THE REGISTRANT - CASCADE FINANCIAL CORP | ex21-123110.htm |
| EX-32 - CERTIFICATION OF CEO AND CFO PURSUANT TO SECTION 906 - CASCADE FINANCIAL CORP | ex32-123110.htm |
| EX-31.1 - CERTIFICATION OF CEO PURSUANT TO SECTION 302 - CASCADE FINANCIAL CORP | ex311-123110.htm |
| EX-31.2 - CERTIFICATION OF CFO PURSUANT TO SECTION 302 - CASCADE FINANCIAL CORP | ex312-123110.htm |
| 10-K - FORM 10-K - CASCADE FINANCIAL CORP | c10k-123110.htm |
EXHIBIT 99.1
TARP Certification for Years Following First Fiscal Year Certification
Cascade Financial Corporation (“Cascade”)
UST Sequence Number 65
March 25, 2011
‘‘We, Carol K. Nelson and Debra L. Johnson, certify, based on our knowledge, that:
(i) The compensation committee of Cascade 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 Cascade;
(ii) The compensation committee of Cascade 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 Cascade and has identified any features of the employee compensation plans that pose risks to Cascade and has limited those features to ensure that Cascade 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 Cascade to enhance the compensation of an employee, and has limited any such features;
(iv) The compensation committee of Cascade 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 Cascade 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
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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 Cascade;
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(B)
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Employee compensation plans that unnecessarily expose Cascade to risks; and
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(C)
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Employee compensation plans that could encourage the manipulation of reported earnings of Cascade to enhance the compensation of an employee;
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(vi) Cascade 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) Cascade 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) Cascade 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) Cascade 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;
TARP Certification for Years Following First Fiscal Year Certification
Cascade Financial Corporation UST Sequence Number 65
Page 2 of 2
(x) Cascade 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) Cascade 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) Cascade will disclose whether Cascade, the board of directors of Cascade, or the compensation committee of Cascade 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) Cascade 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) Cascade has substantially complied with all other requirements related to employee compensation that are provided in the agreement between Cascade and Treasury, including any amendments;
(xv) Cascade 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) We understand that a knowing and willful false or fraudulent statement made in connection with this certification may be punished by fine, imprisonment, or both.
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/s/ Carol K. Nelson
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March 25, 2011
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By: Carol K. Nelson
President and Chief Executive Officer
(Principal Executive Officer)
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Date
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/s/ Debra L. Johnson
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March 25, 2011
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By: Debra L. Johnson
EVP/Chief Financial Officer
(Principal Financial and Accounting Officer)
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Date
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