EXHIBIT 10.26


 


Citizens Bancshares Corporation


Annual PEO and PFO Certification For Fiscal
Years Other than the First Year


 


 


I, Cynthia N. Day, President/Chief Executive
Officer and I, Samuel J. Cox, Executive Vice President/Chief Financial Officer, certify, based on my knowledge, that:


 


(i)     The
entity serving as the compensation committee (the “Committee”) of Citizens Bancshares Corporation (the “Company”)
has discussed, reviewed, and evaluated with senior risk officer 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 and each entity aggregated with the Company as the “TARP Recipient” as
defined in the regulations and guidance established under section 111 of EESA (collectively referred to as the “TARP Recipient”);


 


(ii)    The
Committee 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
TARP Recipient and has identified any features of the employee compensation plans that pose risks to the TARP Recipient and has
limited those features to ensure that the TARP Recipient is not unnecessarily exposed to risks;


 


(iii)   The
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 TARP Recipient to enhance the compensation of an employee, and has limited any such features;


 


(iv)   The
Committee will certify to the reviews of the SEO compensation plans and employee compensation plans required under (i) and (iii)
above;


 


(v)    The Committee 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
TARP Recipient;


 


(B)      
Employee compensation plans that unnecessarily expose the TARP Recipient to risks; and


 


(C)      
Employee compensation plans that could encourage the manipulation of reported earnings of the TARP Recipient to enhance
the compensation of an employee;


 


(vi)             
The TARP Recipient has required that bonus payments, as defined in the regulations and guidance established under section
111 of EESA (bonus payments), to SEOs and any of the next twenty most highly compensated employees 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
TARP Recipient has prohibited any golden parachute payment, as defined in the regulations and guidance established under section
111 of EESA, to an 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
TARP Recipient 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
TARP Recipient 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
TARP Recipient 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
TARP Recipient 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
TARP Recipient will disclose whether the TARP Recipient, the board of directors of the Company, or the Committee 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
TARP Recipient 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
TARP Recipient has substantially complied with all other requirements related to employee compensation that are provided in the
agreement between the TARP Recipient and Treasury, including any amendments;


 


(xv)    The
TARP Recipient has submitted to Treasury a complete and accurate list (see attached) 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 31, 2014	/s/ Cynthia N. Day	 
	 	Cynthia N. Day	 
	 	President/Chief Executive Officer	 


 


	Date:  March 31, 2014	/s/ Samuel J. Cox	 
	 	Samuel J. Cox	 
	 	Executive Vice President/	 
	 	Chief Financial Officer