Troubled Assets Relief Program (Tarp) Executive Compensation Review

US Treasury Requirements

Companies participating need to certify that incentive compensation for Senior Executive Officers (SEO) does not encourage unnecessary and excessive risks that would threaten the value of the institution.
Companies are required to insure that SEO bonus and incentive compensation be subject to clawback if the payment was based on materially inaccurate financial statements or performing metrics.
Companies are prohibited from making any golden parachute payments to a SEO.
They must agree that no more than $500,000 of a SEO’s compensation will be tax deductible.
Depending on the level of TARP funding, cash bonuses may be prohibited for senior executives.
Company is required to adopt a companywide policy on excessive or luxury expenditures.
A mandated "say on pay" shareholder vote on executive compensation.
That a compensation committee of only independent directors be established and that they review executive compensation semi-annually.

EW Performs the Following on Behalf of the Bank

Confirmation that shareholder "say on pay" vote was held.
A detailed review of each SEO’s personnel file for all materials relating to compensation and severance.
Confirmation of independence of compensation committee participants.
Draft a detailed report on observations from executive personnel file review.
Review of all executive incentive plans, communication materials and performance objectives.
Review of all executive incentive plan calculations.
Exam of all executive incentive compensation payments made for the previous fiscal year.
Exam of all executive severance payments made during past fiscal year.
Review of all executive’s W2s.
Develop of required plan amendments.
Draft of a new policy on excessive or luxury expenditures.
Develop of executive compensation waiver forms.
List of recommendations to mitigate “excessive risk” and for compliance to TARP regulations.
Proposed changes to objectives to emphasize asset quality and "safety and soundness" ratings.

Final Results, Actions and Accountability

Result	Action	Accountable
Amendment to Executive Incentive and Severance Plans	Communicate change to each executive	President & CEO
Amendment to Executive Incentive and Severance Plans	Develop amendment	EW Partners, Inc.
Revisions to Bank and Executive goals for fiscal year	More emphasis on asset quality and financial stability	EW recommends goal modifications Compensation Committee of the Board approves
Enhanced focus on Executive compensation components	Monitor total compensation, severance and bonus payouts for compliance	Chief Financial Officer
Interview with Executives and waiver of claims against Bank and Department of Treasury	Develop waiver for Executives	EW Partners, Inc.
	Interview each Executive about concerns of “unnecessary and executive risk”	Chairman, Compensation Committee of the Board
Certification of action taken	Develop statement for inclusion in Compensation Discussion and Analysis section of Proxy (CE&A)	EW Partners, Inc.
Certification of action taken	Filing of Proxy	Bank Executive Management
Shareholder vote on executive compensation	Develop item for Annual Meeting on executive compensation	Bank legal resources and executive management

Fixed Price: $4,500