New York
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001-34453
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13-3148745
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(State or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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21 Scarsdale Road, Yonkers, New York
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10707
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(Address of principal executive offices)
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(Zip Code)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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·
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amend the definition of “Change in Control,”
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·
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amend the restricted period to a period of one year following the commencement of benefits with respect to each participant’s restrictive covenants, and
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·
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provide that the restrictive covenants are no longer applicable following a Change in Control of the Company.
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(d)
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Exhibits
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Exhibit No.
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Description
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10.1
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Consulting Agreement, dated October 6, 2014, between Hudson Valley Bank, N.A. and James J. Landy
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10.2
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Amendment to the Hudson Valley Bank Supplemental Retirement Plan of 1995, dated October 6, 2014, between Hudson Valley Bank, N.A. and James J. Landy
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10.3
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Amendment to the Hudson Valley Bank Supplemental Retirement Plan of 1995, dated October 7, 2014, between Hudson Valley Bank, N.A. and Vincent T. Palaia
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10.4
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Third Amendment to the Hudson Valley Bank Supplemental Retirement Plan of 1997, dated October 7, 2014, between Hudson Valley Bank, N.A. and Stephen R. Brown
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HUDSON VALLEY HOLDING CORP.
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October 10, 2014
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By:
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/s/ James P. Blose
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Name: James P. Blose
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Title: Executive Vice President,
General Counsel & Secretary
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Exhibit No.
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Description
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10.1
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Consulting Agreement, dated October 6, 2014, between Hudson Valley Bank, N.A. and James J. Landy
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10.2
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Amendment to the Hudson Valley Bank Supplemental Retirement Plan of 1995, dated October 6, 2014, between Hudson Valley Bank, N.A. and James J. Landy
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10.3
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Amendment to the Hudson Valley Bank Supplemental Retirement Plan of 1995, dated October 7, 2014, between Hudson Valley Bank, N.A. and Vincent T. Palaia
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10.4
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Third Amendment to the Hudson Valley Bank Supplemental Retirement Plan of 1997, dated October 7, 2014, between Hudson Valley Bank, N.A. and Stephen R. Brown
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if to the Consultant:
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Mr. James J. Landy
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25 Constant Avenue
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Yonkers, New York 10701
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if to the Bank:
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Hudson Valley Bank, N.A.
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21 Scarsdale Road
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Yonkers, New York 10707
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Attn: Office of the President & CEO
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HUDSON VALLEY BANK, N.A.
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By:
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/s/ Craig S. Thompson
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Name:
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Craig S. Thompson
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Its:
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Director & Compensation
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Committee Chair
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/s/ James J. Landy
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James J. Landy
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1.
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Amendment to Definition. The prior definition of “Change in Control” is hereby deleted in its entirety and replaced with the following:
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2.
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Amendment to Article 10 of the Plan. Article 10 of the Plan is hereby deleted in its entirety and replaced with the following:
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(i)
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During the term of Participant’s employment with Bank and for a one-year period after the commencement of benefits hereunder, the Participant shall not, directly or indirectly, whether individually, as a director, stockholder, owner, partner, employee, principal or agent of any business, or in any other capacity, disclose, furnish, make available or utilize any of the Confidential Information, other than in the proper performance of the services contemplated herein, or as expressly permitted herein, or as required by a court of competent jurisdiction or other administrative or legislative body, provided that the Participant shall promptly notify the Bank so that the Bank may seek a protective order or other appropriate remedy. The Participant agrees to return all documents or other materials containing Confidential Information, including all photocopies, extracts and summaries thereof, and any such information stored electronically on tapes, computer disks or in any other manner to the Bank at any time upon request by the Bank and immediately upon the termination of his service to the Bank for any reason.
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(ii)
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During the term of Participant’s employment with Bank and for a one-year period after the commencement of benefits hereunder, the Participant shall not engage in Competition (as defined herein) with the Bank or its affiliates in the Territory (as defined herein) unless agreed upon by the parties in writing. For purposes of this Agreement, “Competition” by the Participant shall mean the Participant’s engaging in any activities relating to or otherwise being employed by or acting as a consultant to, or being a director, employee, agent, equity holder or partner of any entity engaged in the business of banking as conducted by the Bank (the “Business”), and “Territory” means any state in which the Bank has a branch or office location; provided, however, that it will not be a violation of this covenant for the Participant to become the registered or beneficial owner of less than five percent (5%) of any class of the capital stock of any one or more corporations registered under the Securities Exchange Act of 1934, as amended.
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(i)
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directly solicit, or direct individuals within his control to solicit, from any person or entity who is a then-existing client or customer of the Bank (or who the Participant knows from the use of Confidential Information is a prospective client or customer of the Bank) any business of the same or of a similar nature to the Business; or
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(ii)
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directly recruit or solicit the employment or services of any person who is employed by the Bank at the time of such recruitment or solicitation.
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FOR THE PLAN SPONSOR:
Hudson Valley Bank, N.A.
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By:
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/s/ Craig S. Thompson | |
Name: | Craig S. Thompson | |
Its: |
Director & Compensation Committee
Chairman
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THE PARTICIPANT:
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/s/ James J. Landy | ||
James J. Landy
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1.
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Amendment to Definition. The prior definition of “Change in Control” is hereby deleted in its entirety and replaced with the following:
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2.
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Amendment to Article 10 of the Plan. Article 10 of the Plan is hereby deleted in its entirety and replaced with the following:
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(i)
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During the term of Participant’s employment with Bank and for a one-year period after the commencement of benefits hereunder, the Participant shall not, directly or indirectly, whether individually, as a director, stockholder, owner, partner, employee, principal or agent of any business, or in any other capacity, disclose, furnish, make available or utilize any of the Confidential Information, other than in the proper performance of the services contemplated herein, or as expressly permitted herein, or as required by a court of competent jurisdiction or other administrative or legislative body, provided that the Participant shall promptly notify the Bank so that the Bank may seek a protective order or other appropriate remedy. The Participant agrees to return all documents or other materials containing Confidential Information, including all photocopies, extracts and summaries thereof, and any such information stored electronically on tapes, computer disks or in any other manner to the Bank at any time upon request by the Bank and immediately upon the termination of his service to the Bank for any reason.
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(ii)
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During the term of Participant’s employment with Bank and for a one-year period after the commencement of benefits hereunder, the Participant shall not engage in Competition (as defined herein) with the Bank or its affiliates in the Territory (as defined herein) unless agreed upon by the parties in writing. For purposes of this Agreement, “Competition” by the Participant shall mean the Participant’s engaging in any activities relating to or otherwise being employed by or acting as a consultant to, or being a director, employee, agent, equity holder or partner of any entity engaged in the business of banking as conducted by the Bank (the “Business”), and “Territory” means any state in which the Bank has a branch or office location; provided, however, that it will not be a violation of this covenant for the Participant to become the registered or beneficial owner of less than five percent (5%) of any class of the capital stock of any one or more corporations registered under the Securities Exchange Act of 1934, as amended.
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(i)
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directly solicit, or direct individuals within his control to solicit, from any person or entity who is a then-existing client or customer of the Bank (or who the Participant knows from the use of Confidential Information is a prospective client or customer of the Bank) any business of the same or of a similar nature to the Business; or
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(ii)
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directly recruit or solicit the employment or services of any person who is employed by the Bank at the time of such recruitment or solicitation.
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FOR THE PLAN SPONSOR:
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Hudson Valley Bank, N.A.
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By: |
/s/ Craig S. Thompson
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Name:
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Craig S. Thompson
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Its:
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Director & Compensation Committee
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Chairman
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THE PARTICIPANT:
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/s/ Vincent T. Palaia
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Vincent T. Palaia
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1.
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Amendment to Definition. The prior definition of “Change in Control” is hereby deleted in its entirety and replaced with the following:
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2.
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Amendment to Article 10 of the Plan. Article 10 of the Plan is hereby deleted in its entirety and replaced with the following:
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(i)
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During the term of Participant’s employment with Bank and for a one-year period after the commencement of benefits hereunder, the Participant shall not, directly or indirectly, whether individually, as a director, stockholder, owner, partner, employee, principal or agent of any business, or in any other capacity, disclose, furnish, make available or utilize any of the Confidential Information, other than in the proper performance of the services contemplated herein, or as expressly permitted herein, or as required by a court of competent jurisdiction or other administrative or legislative body, provided that the Participant shall promptly notify the Bank so that the Bank may seek a protective order or other appropriate remedy. The Participant agrees to return all documents or other materials containing Confidential Information, including all photocopies, extracts and summaries thereof, and any such information stored electronically on tapes, computer disks or in any other manner to the Bank at any time upon request by the Bank and immediately upon the termination of his service to the Bank for any reason.
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(ii)
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During the term of Participant’s employment with Bank and for a one-year period after the commencement of benefits hereunder, the Participant shall not engage in Competition (as defined herein) with the Bank or its affiliates in the Territory (as defined herein) unless agreed upon by the parties in writing. For purposes of this Agreement, “Competition” by the Participant shall mean the Participant’s engaging in any activities relating to or otherwise being employed by or acting as a consultant to, or being a director, employee, agent, equity holder or partner of any entity engaged in the business of banking as conducted by the Bank (the “Business”), and “Territory” means any state in which the Bank has a branch or office location; provided, however, that it will not be a violation of this covenant for the Participant to become the registered or beneficial owner of less than five percent (5%) of any class of the capital stock of any one or more corporations registered under the Securities Exchange Act of 1934, as amended.
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(i)
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directly solicit, or direct individuals within his control to solicit, from any person or entity who is a then-existing client or customer of the Bank (or who the Participant knows from the use of Confidential Information is a prospective client or customer of the Bank) any business of the same or of a similar nature to the Business; or
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(ii)
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directly recruit or solicit the employment or services of any person who is employed by the Bank at the time of such recruitment or solicitation.
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FOR THE PLAN SPONSOR:
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Hudson Valley Bank, N.A.
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By: |
/s/ Craig S. Thompson
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Name:
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Craig S. Thompson
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Its:
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Director & Compensation Committee
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Chairman
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THE PARTICIPANT:
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/s/ Stephen R. Brown
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Stephen R. Brown
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