form8k.htm

0001140361-12-048766.txt : 20121127 0001140361-12-048766.hdr.sgml : 20121127 20121127104049 ACCESSION NUMBER: 0001140361-12-048766 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20121120 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121127 DATE AS OF CHANGE: 20121127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRUSTCO BANK CORP N Y CENTRAL INDEX KEY: 0000357301 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 141630287 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10592 FILM NUMBER: 121225699 BUSINESS ADDRESS: STREET 1: 5 SARNOWSKI DRIVE CITY: GLENVILLE STATE: NY ZIP: 12302 BUSINESS PHONE: 5183773311 MAIL ADDRESS: STREET 1: 5 SARNOWSKI DRIVE CITY: GLENVILLE STATE: NY ZIP: 12302 8-K 1 form8k.htm TRUSTCO BANK CORPORATION OF NEW YORK 8-K 11-20-2012 form8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): November 20, 2012

TrustCo Bank Corp NY

(Exact name of registrant as specified in its charter)

NEW YORK	0-10592	14-1630287
State or Other Jurisdiction of Incorporation or Organization	Commission File No.	I.R.S. Employer Identification Number

5 SARNOWSKI DRIVE, GLENVILLE, NEW YORK 12302

(Address of principal executive offices)

(518) 377-3311

(Registrant’s Telephone Number,

Including Area Code)

NOT APPLICABLE

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TrustCo Bank Corp NY

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 20, 2012, the board of directors of TrustCo Bank Corp NY (“TrustCo”) approved Amendment No. 2 to the TrustCo Bank Corp NY 2010 Directors Equity Incentive Plan (the “Director Plan”) to authorize the award of restricted stock units. The plan provides for all restricted stock units to be settled, if and when they vest, by a cash payment determined by reference to the then-current fair market value of TrustCo common stock. A copy of the amendment accompanies this filing as Exhibit 10(a).

Also on November 20, 2012, the Compensation Committee of the TrustCo board of directors, and the full board of directors, approved awards of incentive stock options, restricted stock units and performance shares to eligible employees, including its named executive officers, under the TrustCo Bank Corp NY 2010 Equity Incentive Plan, as amended (the “Incentive Plan”). The board also approved awards of restricted stock units to members of the board under the Director Plan. The exercise price of all options granted was $5.17, the closing price of the Company’s common shares on November 20, 2012. The options awarded to employees and officers of TrustCo vest in equal amounts over a five year period, with all options being fully vested as of November 20, 2017 and expiring on November 20, 2022. The form of option award agreement entered into with each named executive officer was substantially the same as the award agreements previously disclosed by TrustCo.

The awards of performance shares under the Incentive Plan are subject to both a time-based vesting condition and a performance goals condition. These conditions are described in more detail in the Performance Share Award Agreement attached hereto as Exhibit 10(b). Each such award agreement entered into by TrustCo’s named executive officers was substantially the same.

The periods of restriction applicable to the restricted stock unit awards will lapse as to all units awarded under either the Incentive Plan or the Director Plan on November 20, 2015. The Restricted Stock Unit Award Agreement under the Incentive Plan is attached hereto as Exhibit 10(c), and Restricted Stock Unit Award Agreement under the Director Plan is attached hereto as Exhibit 10(d). Each such award agreement entered into by TrustCo’s named executive officers under the Incentive Plan and by TrustCo’s directors under the Director Plan was substantially the same.

Exhibit 99 hereto describes the amount of the awards to each named executive officer and director.

Item 8.01.

Other Events

Please refer to the discussion of the awards to members of the board of directors under Item 5.02 above.

-2-

Item 9.01.

Financial Statements and Exhibits

(c)

Exhibits

	Reg S-K Exhibit No.	Description

	10(a)	Amendment No. 2 to TrustCo Bank Corp NY 2010 Director Equity Incentive Plan

	10(b)	Form of Performance Share Award Agreement under the TrustCo Bank Corp NY 2010 Equity Incentive Plan, as amended

	10(c)	Form of Restricted Stock Unit Award Agreement under the TrustCo Bank Corp NY 2010 Equity Incentive Plan, as amended

	10(d)	Form of Restricted Stock Unit Award Agreement under the TrustCo Bank Corp NY 2010 Directors Equity Incentive Plan, as amended

	99	Awards to Named Executive Officers and Directors

-3-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: November 27, 2012

	TrustCo Bank Corp NY
	(Registrant)

	By:	/s/ Robert T. Cushing
		Robert T. Cushing
		Executive Vice President and
		Chief Financial Officer

-4-

Exhibits Index

The following exhibits are filed herewith:

	Reg S-K Exhibit No.	Description
	10(a)	Amendment No. 2 to TrustCo Bank Corp NY 2010 Director Equity Incentive Plan
	10(b)	Form of Performance Share Award Agreement under the TrustCo Bank Corp NY 2010 Equity Incentive Plan, as amended
	10(c)	Form of Restricted Stock Unit Award Agreement under the TrustCo Bank Corp NY 2010 Directors Equity Incentive Plan, as amended
	10(d)	Form of Restricted Stock Unit Award Agreement under the TrustCo Bank Corp NY 2010 Directors Equity Incentive Plan, as amended
	99	Awards to Named Executive Officers and Directors

-5-

EX-10 2 ex10a.htm EXHIBIT 10A.HTM ex10a.htm

Exhibit 10a

AMENDMENT NO.2

TRUSTCO BANK CORP NY

2010 DIRECTORS EQUITY INCENTIVE PLAN

WHEREAS, TrustCo Bank Corp NY (the “Company”) previously established the TrustCo Bank Corp NY 2010 Directors Equity Incentive Plan (“Plan”);

WHEREAS, the Company wishes to amend the Plan to provide that restricted stock units may be awarded to Participants in the Plan;

WHEREAS, under Section 13 of the Plan, the Board of Directors of the Company may, in relevant part, at any time and with or without prior notice, amend or alter the Plan, provided, however, that no such amendment or alteration may be made which, without first obtaining approval of the shareholders of the Company (where such approval is necessary to satisfy any applicable law, regulation or rule (including the applicable regulations and rules of the SEC and any national securities exchange)), would increase the maximum number of Shares that may be sold or awarded under the Plan or increase the maximum limitations set forth in Section 5(a) of the Plan, decrease the minimum Option Price or Grant Price requirements set forth in the Plan; change the class of persons eligible to receive Awards under the Plan, extend the duration of the Plan or otherwise require shareholder approval to comply with any applicable law, regulation or rule (including the applicable regulations and rules of the SEC and any national securities exchange);

NOW, THEREFORE, the Company does, effective as of November 20, 2012, amend the Plan as follows:

Amendment

1. Amendments to Section 2, Definitions. Section 2(a) of the Plan is amended as follows:

(a)

Section 2(a)(i) of the Plan is amended and restated in its entirety to read as follows:

(i)

“Award” means any Stock Option, Stock Appreciation Right, Restricted Stock or Restricted Stock Unit granted under the Plan.

(b)

Section 2(a)(xiii) of the Plan is amended and restated in its entirety to read as follows:

(xiii)

“Period of Restriction” means, with respect to Restrict Stock, the period during which the transfer of shares of Restricted Stock is restricted pursuant to Section 9(g) of the Plan, and, with respect to Restricted Stock Units, the period described in the first sentence of Section 9A(b).

(c)

A new section 2(a)(xxii) is added to the Plan to read in its entirety as follows:

(xxii)

“Restricted Stock Unit” means a right to receive a payment equal to the value of a share of Stock, pursuant to Section 9A of the Plan.

2. Amendments to Section 5, Stock Subject to Plan. Section 5 of the Plan is amended as follows:

(a)

Section 5(a) of the Plan is amended and restated in its entirety to read as follows:

(a)

Number of Shares Available for Awards. The total number of shares of Stock that may be issued pursuant to Awards of Options and/or Restricted Stock under the Plan may not exceed 250,000 and the total number of Awards of Stock Appreciation Rights or Restricted Stock Units may not exceed the equivalent of 250,000 shares. Such number of shares shall be subject to adjustment upon occurrence of any of the events indicated in Section 5(d). The shares of Stock to be delivered under the Plan may consist, in whole or in part, of authorized but unissued Stock or treasury Stock, not reserved for any other purpose.

(b)

Section 5(c) of the Plan is amended and restated in its entirety to read as follows:

(c)

Limitations on Awards to a Single Participant. Notwithstanding anything to the contrary contained in the Plan, the following limitations shall apply to Awards made hereunder:

(i)

no Participant may be granted, during any calendar year, Awards consisting of Options or Restricted Stock for more than 5,000 shares of Common Stock, subject to adjustment pursuant to the provisions of Section 5(d); and

(ii)

no Participant may be granted, during any calendar year, Awards consisting of Stock Appreciation Rights or Restricted Stock Units covering or relating to more than 5,000 shares of Common Stock, subject to adjustment pursuant to the provisions of Section 5(d).

3. Authorization of Restricted Stock Units. A new section 9A is added to the Plan to read in its entirety as follows:

9A. Restricted Stock Units.

(a)

Grant of Restricted Stock Units. Subject to the provisions of Sections 5 and 6, the Committee, at any time and from time to time, may grant Restricted Stock Units under the Plan to such Participants and in such amounts as it shall determine. Restricted Stock Units shall be similar to Restricted Stock, except no shares are actually awarded to a Participant who is granted Restricted Stock Units on the date of grant, and such Participant shall have no rights of a shareholder with respect to such Restricted Stock Units.

(b)

Other Conditions and Restrictions. Payment with respect to Restricted Stock Units shall not be paid for such period of time as shall be determined by the Committee and shall be specified in the Award Agreement for the grant of the Restricted Stock Units, or upon earlier satisfaction of other conditions, as specified by the Committee in its sole discretion and set forth in the Award Agreement for the grant of the Restricted Stock Units. The Committee shall impose such other restrictions on Restricted Stock Units granted pursuant to the Plan as it may deem advisable including, without limitation, restrictions under applicable Federal or state securities laws.

(c)

Rights as a Shareholder. A Participant shall have no voting rights, and no rights to dividends or other distributions, with respect to any Restricted Stock Units.

(d)

Termination of Service Due to Death or Disability During Period of Restriction. If the service of the Participant is terminated by reason of death or Disability during the Period of Restriction, the Period of Restriction applicable to the Restricted Stock Units shall automatically terminate upon such Separation from Service.

(e)

Termination of Service for Reasons other than Death or Disability During Period of Restriction. If the service of the Participant shall terminate for any reason other than death or Disability during the Period of Restriction, then any Restricted Stock Units still subject to the Period of Restriction at the date of such Separation of Service automatically shall be forfeited and returned to the Company.

(f)

Payment of Restricted Stock Units. Subject to the other provisions of the Plan, after the last day of the Period of Restriction applicable to a Participant’s Restricted Stock Units, and after all conditions and restrictions applicable to Restricted Stock Units have been satisfied or lapse (including satisfaction of any applicable withholding tax obligations), pursuant to the applicable Award Agreement, such Restricted Stock Units shall be settled by a cash payment determined by reference to the then-current Fair Market Value of the Stock.

(g)

Compliance With Section 409A. Unless the Committee provides otherwise in an Award Agreement, each Restricted Stock Unit shall be paid in full to the Participant no later than the fifteenth day of the third month after the end of the first calendar year in which the Restricted Stock Unit is no longer subject to a “substantial risk of forfeiture” within the meaning of Code Section 409A.If the Committee provides in an Award Agreement that a Restricted Stock Unit is intended to be subject to Code Section 409A, the Award Agreement shall include terms that are intended to satisfy the requirements of Section 409A.

(h)

Nontransferability. Restricted Stock Units, and all rights with respect to Restricted Stock Units, granted to a Participant under the Plan may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated.

4. Amendment to Section 12, Change in Control. Section 12(a) of the Plan is amended and restated to read in its entirety as follows:

(a)

In General. Except as expressly provided otherwise in an Award Agreement, in the event of a Change-in-Control of the Company as defined in Section 12(b) below, all Awards under the Plan shall vest 100%, whereupon all Options shall become exercisable in full, SARs and Restricted Stock Units shall be paid out based on the terms thereof and the restrictions applicable to Restricted Stock shall terminate.

5. Defined Terms. All capitalized terms used in this Amendment that are defined in the Plan, either directly or by a reference set forth in the Plan, shall have the respective meanings assigned them in the Plan except as otherwise provided in this Amendment or unless the context otherwise requires.

6. References to Agreement. Upon the effectiveness of this Amendment, each reference in the Plan to “this Plan,” “hereunder,” “herein” or words of like import shall mean and be a reference to the Plan as amended hereby.

7. Plan Remains in Effect. The Plan, as amended and supplemented by this Amendment, shall remain in full force and effect .

IN WITNESS WHEREOF, the Company has caused this Amendment to be adopted on this 20th day of November, 2012.

	TRUSTCO BANK CORP NY

	By:	/s/ Robert J. McCormick
	Title	President and Chief Executive Officer

EX-10 3 ex10b.htm EXHIBIT 10B.HTM ex10b.htm

Exhibit 10b

Performance Share Award Agreement

under the

TrustCo Bank Corp NY 2010 Equity Incentive Plan

This Performance Share Award Agreement (this “Agreement”) under the TrustCo Bank Corp NY 2010 Equity Incentive Plan, as amended (the “Plan”), dated as of the grant date set forth below, is made between TrustCo Bank Corp NY (the “Company”) and the Participant set forth below. Capitalized terms not defined herein shall have the meaning ascribed to them in the Plan.

The award granted in this Agreement is contingent on the Participant agreeing to be bound by all of the terms and conditions of the Plan and this Agreement by signing and returning this Agreement to the Company on or before the close of business on the second business day after November 20, 2012 (that is, November 23, 2012). If the Participant fails to return a signed copy of this Agreement to the Company on or before such date, this award will be deemed to be voided and withdrawn and, as such, of no force or effect.

1. Grant of Performance Shares. Subject to the provisions of this Agreement and the provisions of the Plan, the Company hereby grants to the Participant an award of the number of performance shares set forth in Paragraph 2 effective as of the Grant Date set forth therein (the performance shares granted hereunder are hereafter referred to as the “Performance Shares”). Each Performance Share shall represent the right to receive upon settlement an amount of cash equal to the Fair Market Value of one share of Common Stock.

2. Award Summary.

Participant:

Grant Date:	November 20, 2012

Number of Performance Shares:

Threshhold:
Target:
Maximum:

Performance Period:

January 1, 2013 to December 31, 2015

3. Satisfaction of Vesting Conditions.

(a) General. Except as provided in this Agreement, the Performance Shares are subject to a substantial risk of forfeiture until vested and as set forth in this Paragraph 3 are transferable only to the extent provided in Paragraph 12 hereof. Except as otherwise provided herein, the Participant shall be entitled to receive payment in respect of the Performance Shares described in this Agreement (“vesting”) only upon the satisfaction of two conditions: a time-based condition and a performance goals condition. The conditions are described in more detail in Paragraphs 3(b) and 3(c) below. The Participant shall not be entitled to payment in respect of the Performance Shares unless both conditions are satisfied.

(b) Time-Based Condition. Except as otherwise provided herein, the time-based condition will be satisfied only if the Participant has remained an employee of the Company from the Grant Date through the last day of the Performance Period.

(c) Performance Goals Condition. Except as otherwise provided herein, achievement of the performance goals condition will be measured by the percentage increase in the Company’s diluted earnings per share (“Diluted EPS”) as of the end of the Performance Period over the Company’s Diluted EPS for the year ended December 31, 2012 (“Base Diluted EPS), subject to the provisions of the Plan, including Section 17(d) thereof, as follows:

Increase in Diluted EPS at end of Performance Period	Percentage of Performance Shares Subject to Vesting
Less than 6% increase over Base Diluted EPS	No vesting
At least 6% but less than 9% increase over Base Diluted EPS	Threshold Vesting (75% of Target Performance Shares)
At least 9% but less than 12% increase over Base Diluted EPS	Target Vesting (100% of Target Performance Shares)
12% or greater increase over Base Diluted EPS	Maximum Vesting (125% of Target Performance Shares)

In the event that the Company’s Diluted EPS for any calendar year during the Performance Period falls below the Base EPS, one-third of the Performance Shares will be forfeited and in such event the Participant shall not be entitled to any payment in respect of such forfeited Performance Shares under this Agreement. For purposes of this Agreement, Diluted EPS shall be determined (x) for any full calendar or fiscal year by reference to the calculations of the Company’s earnings per share as set forth in the Company’s audited financial statements for that year and (y) for any period for which audited financial statements are not prepared for the Company, by reference to the pertinent financial records of the Company.

(d) Death, Disability or Retirement. In the event of a Participant’s Separation from Service because of death, Disability or Retirement during the Performance Period, Participant shall receive a prorata payment based on the number of full months’ service during the Performance Period but taking into account the achievement of performance goals during the entire Performance Period. Payment, if any, under this Agreement shall be made after completion of the Performance Period at the time any such payment would have been made under the Plan and this Agreement had the Participant not experienced a Separation from Service. The prorata payment shall be calculated by multiplying the number of Performance Shares to which the Participant would have received pursuant to this Agreement and the Plan had he or she not experienced a Separation from Service by a fraction the denominator of which is 36 and numerator of which is the number of full months during the Performance Period prior to the Separation from Service.

(e) Other Separation from Service. In the event of a Participant’s Separation from Service for any reason other than death, Disability or Retirement during the Performance Period, all Performance Shares shall be forfeited.

(f) Change in Control. In the event of a Change in Control during the Performance Period, the time-based vesting condition described in Paragraph 3(b) shall be completely satisfied and payment shall be made in respect of the Performance Shares based upon the extent to which the performance goals described in Paragraph 3(c) during the Performance Period have been met up to the date of the Change-in-Control, or at Target Vesting, whichever is higher.

4. Settlement of Performance Shares.

(a) Normal Settlement. Upon completion of the Performance Period, the Committee shall evaluate and determine the extent to which the time-based vesting conditions described in Paragraph 3(b) and the performance-based vesting conditions described in Paragraph 3(c) have been satisfied and shall certify in writing the level of the performance goals attained and the amount payable as a result thereof. Payment in respect of the Performance Shares shall be made in a lump sum in cash to the Participant no later than March 15, 2016 (the “Settlement Date”), such date being the fifteenth day of the third month after the end of the first calendar year in which the Performance Shares are no longer subject to a “substantial risk of forfeiture” within the meaning of Internal Revenue Code Section 409A.

(b) Settlement upon a Qualified Change-in-Control. Notwithstanding the provisions of Paragraph 4(a), in the event of a Qualified Change-in-Control prior to the Settlement Date, the Committee shall evaluate and determine the extent to which the performance-based vesting conditions described in Paragraph 3(c) have been met up to the date of the Qualified Change-in-Control and shall certify in writing the level of the performance goals attained. Payment in respect of the Performance Shares shall be made in a lump sum in cash to the Participant on the date of the Qualified Change in Control in an amount determined based upon the extent to which the performance goals described in Paragraph 3(c) during the Performance Period have been met up to the date of the Qualified Change-in-Control, or at Target Vesting, whichever is higher, as provided in Paragraph 3(f).

(c) Tax Withholding. The Company shall deduct or withhold from any payment under this Agreement an amount sufficient to satisfy Federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Agreement and the Plan.

5. Rights as a Shareholder. The Participant shall have no voting rights and no rights to ordinary dividends or other distributions, with respect to the Performance Shares.

6. No Right to Continued Employment. Neither this award of Performance Shares nor any terms contained in this Agreement shall confer upon the Participant any express or implied right to be retained in the employment or service of the Company or any affiliate for any period, nor restrict in any way the right of the Company, which right is hereby expressly reserved, to terminate the Participant’s employment or service at any time with or without Cause. The Participant acknowledges and agrees that, except as otherwise provided herein, the satisfaction of the time-based vesting condition is subject to the Participant’s continuation of employment with the Company through the end of the Performance Period and not through the act of being hired or being granted this award.

7. The Plan. This Agreement is subject to all the terms, provisions and conditions of the Plan, which are incorporated herein by reference, and to such rules and regulations as may from time to time be adopted by the Committee. In the event of any conflict between the provisions of the Plan and this Agreement, the provisions of the Plan shall control and this Agreement shall be deemed to be modified accordingly. A copy of the Plan and the prospectus shall be provided to the Participant upon the Participant’s request to the Company at TrustCo Bank Corp NY, 5 Sarnowski Drive, Glenville, New York 12302, Attention: Secretary.

8. Compliance with Laws and Regulations. This award of Performance Shares shall be subject in all respects to all applicable federal and state laws, rules and regulations and any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable.

9. Notices. Every notice or other communication relating to this Agreement shall be in writing and shall be mailed to or delivered by hand or electronically by e-mail to the party for whom it is intended, (i) if to the Participant, to the current home address or e-mail address on file with the Company or delivered by hand personally to Participant and (ii) if to the Company, to the address of the Company’s corporate headquarters, currently located at 5 Sarnowski Drive, Glenville, New York 12302, or such other address to which the Company has moved its corporate headquarters, to such other address that the Company may specify from time to time in a notice sent to the Participant, in each case Attention: Human Resource Department.

10. Other Plans. The Participant acknowledges that any income derived from the Performance Shares shall not affect the Participant’s participation in, or benefits under, any other benefit plan or other contract or arrangement maintained or sponsored by the Company or any affiliate of the Company.

11. Recovery of Incentive Compensation. This award of Performance Shares and any cash compensation received by the Participant pursuant to this award that constitute incentive-based compensation may be subject to recovery by the Company under any compensation recovery, recoupment or clawback policy or program that the Company may adopt from time to time, including, without limitation, any policy that the Company may be required to adopt under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations of the U.S. Securities and Exchange Commission thereunder or the requirements of any national securities exchange on which the Stock may be listed. The Participant shall promptly return any such incentive-based compensation that the Committee determines the Company is required to recover from the Participant under any such policy.

12. Beneficiary Designation. No Performance Shares may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, and any such purported sale, transfer, pledge, assignment or other alienation or hypothecation shall be void and unenforceable. The Participant may, pursuant to the Plan, name one or more beneficiaries to whom vested benefits under this Agreement shall be paid in case of Participant’s death before Participant receives all of such benefits. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to his or her estate.

13. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of New York, without giving effect to the choice of law principles thereof, except to the extent superseded by applicable United States federal law. The Participant hereby agrees to the exclusive jurisdiction and venue of the federal and state courts of New York to resolve any and all issues that may arise out of or relate to this Agreement or the Plan.

	TrustCo Bank Corp NY

	By:
	Name:
	Title:

Accepted and agreed to:

Name:
Participant

EX-10 4 ex10c.htm EXHIBIT 10C.HTM ex10c.htm

Exhibit 10c

Restricted Stock Unit Award Agreement

This Restricted Stock Unit Award Agreement (this “Agreement”) under the TrustCo Bank Corp NY 2010 Equity Incentive Plan, as amended (the “Plan”), dated as of the Grant Date set forth below, is made between TrustCo Bank Corp NY (the “Company”) and the Participant set forth below.

1. Grant. Subject to the provisions of this Agreement and the provisions of the Plan, the Company hereby grants to the Participant an award (the “Award”) of the number of Restricted Stock Units set forth in paragraph 2. Each Restricted Stock Unit shall represent the right to receive upon settlement an amount of cash equal to the Fair Market Value of one share of Common Stock.

2. Award Summary

Participant:


Grant: Grant Date:	November 20, 2012

Number of Shares:

Period of Restriction:	Shares:	Lapse Date:

			November 20, 2015

	In the event of a Change-in-Control of the Company as defined in Section 16(b) of the Plan, the Period of Restriction shall lapse.

3. Period of Restriction. The Award of Restricted Stock Units described in this Agreement shall be subject to the Period of Restriction as set forth in Paragraph 2; for purposes of this Agreement, “Period of Restriction” means the period of time after which the Award shall be deemed “vested” and settled in cash as provided in the Plan and this Agreement. The Restricted Stock Units awarded hereunder, and all rights with respect to such Restricted Stock Units, may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated.

4. Rights as a Shareholder. The Participant shall have no voting rights, and no rights to dividends or other distributions, with respect to any Restricted Stock Units.

5. Separation from Service.

(a) In the event of Participant’s Separation from Service because of death or Disability during the Period of Restriction, the Period of Restriction applicable to the Restricted Stock Units shall automatically terminate (that is, the Restricted Stock Units shall “vest”) upon such Separation from Service.

(b) In the event of a Participant’s Separation from Service during the Period of Restriction for any reason other than those set forth in Paragraph 5(a) above, then any Restricted Stock Units still subject to the Period of Restriction at the date of such Separation from Service automatically shall be forfeited and returned to the Company.

6. Settlement of Restricted Stock Units. Subject to the other provisions of the Plan, after the Lapse Date of the Period of Restriction as set forth in Paragraph 2, such Restricted Stock Units shall be settled as follows:

(a) Normal Settlement. Except in the event of (i) a Participant’s Separation from Service during the Period of Restriction because of death or Disability or (ii) a Change-in-Control that occurs prior to the Lapse Date, the Restricted Stock Units shall be settled in cash no later than the 60th day after the Lapse Date. On such date, the Company shall pay to the Participant, in a lump sum, a cash amount equal to the aggregate value of the Restricted Stock Units based upon the Fair Market Value of the Common Stock on the Lapse Date.

(b) Settlement after Death or Disability. In the event of a Participant’s Separation from Service during the Period of Restriction because of death or Disability, the Restricted Stock Units shall be settled in cash no later than the 60th day after the date of Separation from Service. On such date, the Company shall pay to the Participant, in a lump sum, a cash amount equal to the value of the Restricted Stock Units based upon the Fair Market Value of the Common Stock on date of Separation from Service.

(c) Settlement upon Qualified Change-in-Control. Subject to the other provisions of the Plan, including without limitation Section 16(c) thereof, in the event of a Qualified Change-in-Control, the Restricted Stock Units shall be settled in cash on the date of the Qualified Change-in-Control. On such date, the Company shall pay to the Participant, in a lump sum, a cash amount equal to the value of the Restricted Stock Units based upon the Fair Market Value of the Common Stock on date of the Qualified Change-in-Control.

(d) Tax Withholding. The Company shall deduct or withhold from any payment under this Agreement an amount sufficient to satisfy Federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Agreement and the Plan.

7. No Right to Continued Employment. Neither the Award nor any terms contained in this Agreement shall confer upon the Participant any express or implied right to be retained in the employment or service of the Company or any affiliate for any period, nor restrict in any way the right of the Company, which right is hereby expressly reserved, to terminate the Participant’s employment or service at any time with or without Cause. The Participant acknowledges and agrees that any termination of the restrictions on the Restricted Stock Units awarded herein is earned only by continuing as an employee of the Company or an affiliate at the will of the Company or such affiliate, or satisfaction of any other applicable terms and conditions contained in the Plan and this Agreement, and not through the act of being hired or being granted the Award.

8. The Plan. This Agreement is subject to all the terms, provisions and conditions of the Plan, which are incorporated herein by reference, and to such regulations as may from time to time be adopted by the Committee. Unless defined herein, capitalized terms are as defined in the Plan. In the event of any conflict between the provisions of the Plan and this Agreement, the provisions of the Plan shall control, and this Agreement shall be deemed to be modified accordingly. A copy of the Plan and the prospectus shall be provided to the Participant upon the Participant’s request to the Company at TrustCo Bank Corp NY, 5 Sarnowski Drive, Glenville, New York 12302, Attention: Secretary.

9. Compliance with Laws and Regulations. The award of Restricted Stock Units shall be subject in all respects to all applicable federal and state laws, rules and regulations and any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable.

10. Notices. Every notice or other communication relating to this Agreement shall be in writing and shall be mailed to or delivered by hand or electronically by e-mail to the party for whom it is intended, (i) if to the Participant, to the current home address or e-mail address on file with the Company or delivered by hand personally to Participant and (ii) if to the Company, to the address of the Company’s corporate headquarters, currently located at 5 Sarnowski Drive, Glenville, New York 12302, or such other address to which the Company has moved its corporate headquarters, to such other address that the Company may specify from time to time in a notice sent to the Participant, in each case Attention: Human Resource Department.

11. Other Plans. The Participant acknowledges that any income derived from the Restricted Stock Units shall not affect the Participant’s participation in, or benefits under, any other benefit plan or other contract or arrangement maintained by the Company or any affiliate of the Company.

12. Recovery of Incentive Compensation. This award of Restricted Stock Units and any cash or other compensation received by Participant pursuant to this award that constitutes incentive-based compensation may be subject to recovery by the Company under any compensation recovery, recoupment or clawback policy that the Company may adopt from time to time, including without limitation any policy that the Company may be required to adopt under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations of the U.S. Securities and Exchange Commission thereunder or the requirements of any national securities exchange on which the Stock may be listed. Participant shall promptly return any such incentive-based compensation that the Company determines it is required to recover from Participant under any such policy.

13. Beneficiary Designation. The Participant may, pursuant to the Plan, name one or more beneficiaries to whom vested benefits under this Agreement shall be paid in case of Participant’s death before Participant receives all of such benefits. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to his or her estate.

14. Governing Law. This Agreements shall be construed in accordance with and governed by the laws of the State of New York, without giving effect to the choice of law principles thereof, except to the extent superseded by applicable United States federal law. Participants hereby agrees to the exclusive jurisdiction and venue of the federal or state courts of New York, to resolve any and all issues that may arise out of or relate to the Plan or any related Award Agreement.

	TrustCo Bank Corp NY

	By:
	Name:
	Title:

Accepted and agreed to:


Name:

EX-10 5 ex10d.htm EXHIBIT 10D.HTM ex10d.htm

Exhibit 10d

Directors Restricted Stock Unit Award Agreement

This Directors Restricted Stock Unit Award Agreement (this “Agreement”) under the TrustCo Bank Corp NY 2010 Directors Equity Incentive Plan, as amended (the “Plan”), dated as of the Grant Date set forth below, is made between TrustCo Bank Corp NY (the “Company”) and the Participant set forth below.

2. Award Summary

Participant:


Grant: Grant Date:	November 20, 2012

Number of Shares:

Period of Restriction:	Shares:	Lapse Date:

			November 20, 2015

	In the event of a Change-in-Control of the Company as defined in Section 12(b) of the Plan, the Period of Restriction shall lapse.

3. Period of Restriction. The Award of Restricted Stock Units described in this Agreement shall be subject to the Period of Restriction as set forth in Paragraph 2. The Restricted Stock Units awarded hereunder, and all rights with respect to such Restricted Stock Units, may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated.

4. Rights as a Shareholder. The Participant shall have no voting rights, and no rights to dividends or other distributions, with respect to any Restricted Stock Units.

5. Separation from Service.

(a) Death or Disability. In the event the service of the Participant to the Board is terminated by reason of death or Disability, the Period of Restriction applicable to the Restricted Stock Units shall automatically terminate (that is, the Restricted Stock Units shall “vest”) upon such Separation from Service.

(b) Other. In the event the service of the Participant to the Board is terminated for any reason other than Death or Disability during the Period of Restriction, then any Restricted Stock Units still subject to the Period of Restriction at the date of such Separation from Service automatically shall be forfeited and returned to the Company.

(c) Settlement upon Qualified Change-in-Control. Subject to the other provisions of the Plan, including without limitation Section 12(c) thereof, in the event of a Qualified Change-in-Control, the Restricted Stock Units shall be settled in cash on the date of the Qualified Change-in-Control. On such date, the Company shall pay to the Participant, in a lump sum, a cash amount equal to the value of the Restricted Stock Units based upon the Fair Market Value of the Common Stock on date of the Qualified Change-in-Control.

7. No Right to Continued Director Service. Neither the Award nor any terms contained in this Agreement shall confer upon the Participant any express or implied right with respect to continuing the Participant’s service as a Director with the Company or any Affiliate for any period, nor will they interfere in any way with the Participant’s right or the Company’s right (or the right of the Company’s stockholders) to terminate such relationship at any time, with or without cause, to the extent permitted by applicable law.

	TrustCo Bank Corp NY

	By:
	Name:
	Title:

Accepted and agreed to:

Name :

EX-99 6 ex99.htm EXHIBIT 99 ex99.htm

Exhibit 99

TRUSTCO BANK CORP NY

		2012 Stock Option Awards			2012 Restricted Stock Unit Award			2012 Performance Share Award
		Number of options		Date of vesting	Number of units		Restriction Lapse Date	Target Number of shares		Restriction Lapse Date

Directors
Dennis A. DeGennaro						1,500	11/20/2015

Joseph A. Lucarelli						1,500	11/20/2015

Thomas O. Maggs						1,500	11/20/2015

Anthony J. Marinello, M.D., Ph.D						1,500	11/20/2015

Robert A. McCormick						1,500	11/20/2015

William D. Powers						1,500	11/20/2015

William J. Purdy						1,500	11/20/2015

Total 2012 Awards						10,500


Employees
Robert J. McCormick			17,400	11/20/2013		22,000	11/20/2015		20,000	12/31/2015
			17,400	11/20/2014
			17,400	11/20/2015
			17,400	11/20/2016
			17,400	11/20/2017
	Subtotal		87,000


Robert Cushing			8,700	11/20/2013		11,000	11/20/2015		10,000	12/31/2015
			8,700	11/20/2014
			8,700	11/20/2015
			8,700	11/20/2016
			8,700	11/20/2017
	Subtotal		43,500

Scot Salvador			8,700	11/20/2013		11,000	11/20/2015		10,000	12/31/2015
			8,700	11/20/2014
			8,700	11/20/2015
			8,700	11/20/2016
			8,700	11/20/2017
	Subtotal		43,500

Robert Leonard			1,700	11/20/2013		3,000	11/20/2015		3,000	12/31/2015
			1,700	11/20/2014
			1,700	11/20/2015
			1,700	11/20/2016
			1,700	11/20/2017
	Subtotal		8,500

Eric Schreck			1,700	11/20/2013		3,000	11/20/2015		3,000	12/31/2015
			1,700	11/20/2014
			1,700	11/20/2015
			1,700	11/20/2016
			1,700	11/20/2017
	Subtotal		8,500

Total 2012 Awards			191,000			50,000			46,000