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): January 19,
2010
TrustCo
Bank Corp NY
(Exact
name of registrant as specified in its charter)
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NEW
YORK
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0-10592
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14-1630287
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State
or Other Jurisdiction of Incorporation or Organization
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Commission
File No.
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I.R.S.
Employer Identification Number
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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:
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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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TrustCo
Bank Corp NY
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Item
1.01.
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Entry into a Material
Definitive Agreement
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Item
5.02.
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Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain
Officers, Compensatory Arrangements of Certain
Officers
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On
January 19, 2010, the board of directors of TrustCo Bank Corp NY adopted
amendments to the following compensation plans to prohibit the repricing of
equity-based awards without approval of the Company’s stockholders.
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(a)
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2004
TrustCo Bank Corp NY Stock Option
Plan
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(b)
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Amended
and Restated 1995 TrustCo Bank Corp NY Stock Option
Plan
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(c)
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2004
TrustCo Bank Corp NY Directors Stock Option
Plan
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(d)
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Amended
and Restated TrustCo Bank Corp NY Directors Stock Option
Plan
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(e)
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Second
Amended and Restated TrustCo Bank Corp NY Performance Bonus
Plan
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(f)
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Second
Amended and Restated TrustCo Bank Corp NY Directors Performance Bonus
Plan
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Item
9.01.
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Financial Statements
and Exhibits
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99(a)
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Amendment
No. 4, 2004 TrustCo Bank Corp NY Stock Option
Plan
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99(b)
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Amendment
No. 4, Amended and Restated 1995 TrustCo Bank Corp NY Stock Option
Plan
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99(c)
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Amendment
No. 2, 2004 TrustCo Bank Corp NY Directors Stock Option
Plan
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99(d)
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Amendment
No. 2, Amended and Restated TrustCo Bank Corp NY Directors Stock Option
Plan
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99(e)
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Amendment
No. 1, Second Amended and Restated TrustCo Bank Corp NY Performance Bonus
Plan
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99(f)
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Amendment
No. 1, Second Amended and Restated TrustCo Bank Corp NY Directors
Performance Bonus Plan
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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:
January 19, 2010
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TrustCo
Bank Corp NY
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(Registrant)
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By:
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/s/ Robert T. Cushing
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Robert
T. Cushing
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Executive
Vice President and
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Chief
Financial Officer
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Exhibits
Index
The
following exhibits are filed herewith:
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Reg
S-K Exhibit No.
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Description
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Page
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Amendment
No. 4, 2004 TrustCo Bank Corp NY Stock Option Plan.
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5 –
6
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Amendment
No. 4, Amended and Restated 1995 TrustCo Bank Corp NY Stock Option
Plan.
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7 –
8
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Amendment
No. 2, 2004 TrustCo Bank Corp NY Directors Stock Option
Plan
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9 –
10
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Amendment
No. 2, Amended and Restated TrustCo Bank Corp NY Directors Stock Option
Plan
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11
– 12
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Amendment
No. 1, Second Amended and Restated TrustCo Bank Corp NY Performance Bonus
Plan
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13
– 14
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Amendment
No. 1, Second Amended and Restated TrustCo Bank Corp NY Directors
Performance Bonus Plan
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15
– 16
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TRUSTCO
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Bank
Corp NY
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Exhibit
99(a)
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AMENDMENT
NO. 4
2004
TRUSTCO BANK CORP NY
STOCK OPTION
PLAN
WHEREAS,
TrustCo Bank Corp NY (the “Company”) previously established the 2004 TrustCo
Bank Corp NY Stock Option Plan (“Plan”); and
WHEREAS,
the Company wishes to amend the Plan to prohibit without stockholder approval
the “repricing” of stock options and other awards made under the
Plan;
NOW,
THEREFORE, the Company does, effective as of January 1, 2010, amend the Plan as
follows:
Amendment
1.
New Section 14
. A new
Section 14 of the Plan is hereby adopted, which such section reads in its
entirety as follows:
SECTION
14:
REPRICING
Notwithstanding
any other provision of the Plan to the contrary, without the prior approval of
the stockholders of the Company, the Company shall not:
1. Reduce
the exercise price of an outstanding Stock Option or Stock Appreciation
Right;
2. Cancel
a Stock Option or Stock Appreciation Right and re-grant the Stock Option or
Stock Appreciation Right at a lower exercise price, provided, however, that if a
Stock Option or a portion thereof (a) expires without being exercised in
full or (b) terminates without being exercised in full upon a Participant’s
termination of employment, Disability, death or retirement, then, in either
case. the unpurchased shares covered by the Option are to be available for
future Stock Option grants under this Plan;
3. Substitute
shares of Stock for Stock Options or Stock Appreciation Rights whose exercise or
strike prices are in excess of market value at the time such substitution is
proposed, or
4. Buy
back or buy out Stock Options or Stock Appreciation Rights the exercise or
strike prices of which are in excess of market value at the time such buyback or
buyout is proposed and, in exchange for such Stock Options or Stock Appreciation
Rights, issue cash or Stock.
2.
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.
3.
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.
4.
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
19th day of January, 2010.
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TRUSTCO
BANK CORP NY
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By:
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/s/ /Robert J. McCormick
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Robert
J. McCormick
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Chairman,
President and Chief Executive
Officer
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TRUSTCO
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Bank
Corp NY
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Exhibit
99(b)
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AMENDMENT
NO. 4
AMENDED
AND RESTATED 1995 TRUSTCO BANK CORP NY
STOCK OPTION
PLAN
WHEREAS,
TrustCo Bank Corp NY (the “Company”) previously established the Amended and
Restated 1995 TrustCo Bank Corp NY Stock Option Plan (“Plan”); and
WHEREAS,
the Company wishes to amend the Plan to prohibit without stockholder approval
the “repricing” of stock options and other awards made under the
Plan;
NOW,
THEREFORE, the Company does, effective as of January 1, 2010, amend the Plan as
follows:
Amendment
1.
New Section 14
. A new
Section 14 of the Plan is hereby adopted, which such section reads in its
entirety as follows:
SECTION
14:
REPRICING
Notwithstanding
any other provision of the Plan to the contrary, without the prior approval of
the stockholders of the Company, the Company shall not:
1. Reduce
the exercise price of an outstanding Stock Option or Stock Appreciation
Right;
2. Cancel
a Stock Option or Stock Appreciation Right and re-grant the Stock Option or
Stock Appreciation Right at a lower exercise price, provided, however, that if a
Stock Option or a portion thereof (a) expires without being exercised in
full or (b) terminates without being exercised in full upon a Participant’s
termination of employment, Disability, death or retirement, then, in either
case, the unpurchased shares covered by the Option are to be available for
future Stock Option grants under this Plan;
3. Substitute
shares of Stock for Stock Options or Stock Appreciation Rights whose exercise or
strike prices are in excess of market value at the time such substitution is
proposed, or
4. Buy
back or buy out Stock Options or Stock Appreciation Rights the exercise or
strike prices of which are in excess of market value at the time such buyback or
buyout is proposed and, in exchange for such Stock Options or Stock Appreciation
Rights, issue cash or Stock.
2.
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.
3.
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.
4.
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
19th day of January, 2010.
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TRUSTCO
BANK CORP NY
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By:
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/s/ Robert J. McCormick
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Robert
J. McCormick
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Chairman,
President and Chief Executive
Officer
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TRUSTCO
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Bank Corp NY
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Exhibit
99(c)
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AMENDMENT
NO. 2
2004
TRUSTCO BANK CORP NY
DIRECTORS STOCK OPTION
PLAN
WHEREAS,
TrustCo Bank Corp NY (the “Company”) previously established the 2004 TrustCo
Bank Corp NY Directors Stock Option Plan (“Plan”); and
WHEREAS,
the Company wishes to amend the Plan to prohibit without stockholder approval
the “repricing” of stock options and other awards made under the
Plan;
NOW,
THEREFORE, the Company does, effective as of January 1, 2010, amend the Plan as
follows:
Amendment
1.
New Section 18
. A new
Section 18 of the Plan is hereby adopted, which such section reads in its
entirety as follows:
SECTION
18:
REPRICING
Notwithstanding
any other provision of the Plan to the contrary, without the prior approval of
the stockholders of the Company, the Company shall not:
1.
Reduce the exercise price of an outstanding Option;
2.
Cancel and re-grant an Option at a lower exercise price, provided,
however, that in the event that any outstanding Option or portion thereof for
any reason (a) expires without being exercised in full or
(b) terminates as provided in Section 12 of this Plan without being
exercised in full, then, in either case, the shares of Stock allocable to the
unexercised portion of such Option may again be made subject to Option under the
Plan;
3.
Substitute shares of Stock for Options whose exercise prices are in
excess of market value at the time such substitution is proposed,
or
4.
Buy back or buy out Options the exercise prices of which are in
excess of market value at the time such buyback or buyout is proposed and, in
exchange for such Options, issue cash or Stock.
2.
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.
3.
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.
4.
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
19th day of January, 2010.
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TRUSTCO
BANK CORP NY
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By:
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/s/ Robert J. McCormick
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Robert
J. McCormick
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Chairman,
President and Chief Executive
Officer
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-10-
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TRUSTCO
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Bank
Corp NY
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Exhibit
99(d)
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AMENDMENT
NO. 2
AMENDED
AND RESTATED TRUSTCO BANK CORP NY
DIRECTORS STOCK OPTION
PLAN
WHEREAS,
TrustCo Bank Corp NY (the “Company”) previously established the Amended and
Restated TrustCo Bank Corp NY Directors Stock Option Plan (“Plan”);
and
WHEREAS,
the Company wishes to amend the Plan to prohibit without stockholder approval
the “repricing” of stock options and other awards made under the
Plan;
NOW,
THEREFORE, the Company does, effective as of January 1, 2010, amend the Plan as
follows:
Amendment
1.
New
Section 18
. A new Section 18 of the Plan is hereby adopted, which such
section reads in its entirety as follows:
SECTION
18:
REPRICING
Notwithstanding
any other provision of the Plan to the contrary, without the prior approval of
the stockholders of the Company, the Company shall not:
1.
Reduce the exercise price of an outstanding
Option;
2.
Cancel and re-grant an Option at a lower exercise price, provided,
however, that in the event that any outstanding Option or portion thereof for
any reason (a) expires without being exercised in full or
(b) terminates as provided in Section 12 of this Plan without being
exercised in full, then, in either case, the shares of Stock allocable to the
unexercised portion of such Option may again be made subject to Option under the
Plan;
3.
Substitute shares of Stock for Options whose exercise
prices are in excess of market value at the time such substitution is proposed,
or
4.
Buy back or buy out Options the exercise prices of which are
in excess of market value at the time such buyback or buyout is proposed and, in
exchange for such Options, issue cash or Stock.
2.
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.
3.
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.
4.
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
19th day of January, 2010.
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TRUSTCO
BANK CORP NY
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By:
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/s/ Robert J. McCormick
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Robert
J. McCormick
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Chairman,
President and Chief Executive
Officer
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TRUSTCO
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Bank
Corp NY
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Exhibit
99(e)
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AMENDMENT
NO. 1
SECOND
AMENDED AND RESTATED
TRUSTCO
BANK CORP NY
PERFORMANCE
BONUS PLAN
WHEREAS,
TrustCo Bank Corp NY (the “Company”) previously established the Second Amended
and Restated TrustCo Bank Corp NY Performance Bonus Plan (“Plan”);
and
WHEREAS,
the Company wishes to amend the Plan to prohibit without stockholder approval
the “repricing” of awards made under the Plan;
NOW,
THEREFORE, the Company does, effective as of January 1, 2010, amend the Plan as
follows:
Amendment
1.
New Article
XVI
. A new Article XVI of the Plan is hereby adopted, which such article
reads in its entirety as follows:
ARTICLE
XVI
REPRICING
Section
16.1 Notwithstanding any other provision of the Plan to the contrary, without
the prior approval of the stockholders of the Company, the Company shall not
:
1.
Reduce the grant date value of an outstanding Performance Bonus
Unit;
2.
Cancel a Performance Bonus Unit and re-grant the Performance Bonus Unit at
a lower value, provided, however, that if a Performance Bonus Unit or a portion
thereof is forfeited or canceled when an individual who has an Account in the
Plan ceases to be a Participant in the Plan after termination of his or her
employment with the Company, the Performance Bonus Units so forfeited or
canceled may again be awarded under the Plan.
3.
Substitute shares of Stock for Performance Bonus Units whose grant date value is
in excess of market value at the time such substitution is proposed,
or
4.
Buy back or buy out Performance Bonus Units the grant date value of which are in
excess of market value at the time such buy back or buy out is proposed and, in
exchange for such Performance Bonus Units, issue cash or Stock.
2.
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.
3.
References
to Plan
.
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.
4.
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
19th day of January, 2010.
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TRUSTCO
BANK CORP NY
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By:
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/s/ Robert J. McCormick
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Robert
J. McCormick
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Chairman,
President and Chief Executive
Officer
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-14-
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TRUSTCO
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Bank
Corp NY
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Exhibit
99(f)
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AMENDMENT
NO. 1
SECOND
AMENDED AND RESTATED
TRUSTCO
BANK CORP NY
DIRECTORS
PERFORMANCE BONUS PLAN
WHEREAS,
TrustCo Bank Corp NY (the “Company”) previously established the Second Amended
and Restated TrustCo Bank Corp NY Directors Performance Bonus Plan (“Plan”);
and
WHEREAS,
the Company wishes to amend the Plan to prohibit without stockholder approval
the “repricing” of awards made under the Plan;
NOW,
THEREFORE, the Company does, effective as of January 1, 2010, amend the Plan as
follows:
Amendment
1.
New
Article XVI
. A new Article XVI of the Plan is hereby adopted, which such
article reads in its entirety as follows:
ARTICLE
XVI
REPRICING
Section
16.1 Notwithstanding any other provision of the Plan to the contrary, without
the prior approval of the stockholders of the Company, the Company shall not
:
1.
Reduce the grant date value of an outstanding
Performance Bonus Unit;
2.
Cancel a Performance Bonus Unit and re-grant
the Performance Bonus Unit at a lower value, provided, however, that if a
Performance Bonus Unit or a portion thereof is forfeited or canceled after a
Director who has an Account in the Plan ceases to be a Director, the Performance
Bonus Units so forfeited or canceled may again be awarded under the
Plan.
3.
Substitute shares of Stock for Performance Bonus Units whose grant
date value is in excess of market value at the time such substitution is
proposed, or
4. Buy
back or buy out Performance Bonus Units the grant date value of which are in
excess of market value at the time such buy back or buy out is proposed and, in
exchange for such Performance Bonus Units, issue cash or Stock.
2.
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.
3.
References to
Plan
.
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.
4.
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
19th day of January, 2010.
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TRUSTCO
BANK CORP NY
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By:
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/s/ Robert J. McCormick
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Robert
J. McCormick
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Chairman,
President and Chief Executive
Officer
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