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):  December 23, 2013

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:

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

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

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

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
On December 17, 2013, the boards of directors of TrustCo Bank Corp NY (“TrustCo”) and of its subsidiary Trustco Bank approved an amendment to the 2011 Restatement of Trustco Bank Executive Officer Incentive Plan (the “Plan”) to add a contingent payment feature that the board or its compensation committee may implement from time-to-time. Under the Plan as amended, the performance goals for a Plan year may take into account not only criteria and objectives for the applicable Plan year, but also performance for a prior plan year, and all or part of an incentive award for a Plan year may be made contingent on both the satisfaction of performance goals for a Plan year subsequent to the applicable Plan year and on continued employment with Trustco Bank through the end of such subsequent plan year. Amendment No. 1 to the Plan is attached hereto as Exhibit 10.(a) and is incorporated by reference herein.
 
The Plan generally provides for annual bonus compensation for executive officer participants in the Plan based on the achievement of certain corporate performance targets. The compensation committee reviews the plan bonus opportunities, performance targets, structure and other metrics on an annual basis. As previously disclosed, the corporate performance measures utilized for 2013 are comprised of return on average equity, efficiency ratio, and non-performing assets to total assets. The compensation committee decided to continue to use these performance measures for 2014.
 
Also on December 17, 2013, and pursuant to the Plan amendment described above, the compensation committee determined that the maximum award under the Plan for each of Robert J. McCormick (President and CEO), Robert T. Cushing (Executive Vice President and CFO), Scot R. Salvador (Executive Vice President and chief banking officer), Robert M. Leonard (Executive Vice President),   Kevin M. Curley (Senior Vice President) and Eric W. Schreck (Senior Vice President), be set at 50% of base salary for 2014, subject to and consistent with the achievement of the 2014 performance goals under the Plan set forth by the compensation committee. The award will be paid in 2015 once year-end 2014 TrustCo and peer group comparable numbers can be obtained, but in no event later than March 15, 2015. Any portion of the award above 30% of base salary will be paid in 2016, in no event later than March 15, 2016, provided that both of the following conditions are satisfied: (i) the achievement of certain 2015 performance goals as established by the compensation committee pursuant to the Plan and (ii) the executive’s continued employment with the Company and the Bank through December 31, 2015 (except in the case of retirement, death, disability or termination without cause).
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Item 9.01. Financial Statements and Exhibits
 
(c) Exhibits
 
Reg S-K Exhibit No.
Description
 
Amendment No. 1 to 2011 Restatement of Trustco Bank Executive Officer Incentive 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: December 23, 2013
 
 
 
 
 
 
TrustCo Bank Corp NY
 
(Registrant)
 
 
 
 
By:
/s/ Robert T. Cushing
 
 
Robert T. Cushing
 
 
Executive Vice President and
 
 
Chief Financial Officer
 
 
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Exhibit 10(a)
AMENDMENT NO. 1
2011 RESTATEMENT OF
TRUSTCO BANK
EXECUTIVE OFFICER INCENTIVE PLAN

WHEREAS, TrustCo Bank (the “Bank”) previously adopted the 2011 Restatement of Trustco Bank Executive Officer Incentive Plan (“Plan”); and

WHEREAS, under the Plan, the Compensation Committee of the Board of Directors has the authority to interpret the Plan, to adopt and revise rules and regulations relating to the Plan, to determine the conditions subject to which any awards may be made or payable, and to make any other determinations which it believes necessary or advisable for the administration of the Plan; and

WHEREAS, the Board of Directors of the Bank may amend or terminate the Plan at any time; provided, however, that no such amendment or termination may alter or impair any Participant's rights previously granted under the Plan as of the date of such amendment or termination without his consent; provided, however, that an amendment adopted for the purpose of complying with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), may be made without the consent of Participants;

NOW, THEREFORE, the Bank does, effective as of December 17, 2013, amend the Plan as follows:

Amendment
 
1.                     Revised Section 1.10 . Section 1.10 of the Plan is hereby amended and restated to read in its entirety as follows:

Section 1.10.  “Performance Goals” means the criteria and objectives established by the Committee prior to the beginning of the applicable Plan Year, which must be satisfied or met for the applicable Plan Year, as the case may be, as a condition to the Participant’s receipt of an Incentive Award. The criteria and objectives may be based on one or more weighted performance measures (such as, return on average equity, return on average assets, efficiency ratio, ratio of non-performing assets to total assets, etc.), for the Bank compared to its peer group as determined by the Committee. The Performance Goals for a Plan Year may take into account not only criteria and objectives for the applicable Plan Year in question, but also the performance of the Bank for a prior Plan Year.
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2.                     Revised Sections 2.3 and 2.4 . Sections 2.3 and 2.4 of the Plan are hereby amended and restated to read in their entirety as follows:

Section 2.3.  A Participant who terminates employment due to Disability or Retirement prior to the end of a Plan Year will cease to be a Participant in the Plan as of the date of termination of employment, and will be entitled to an Incentive Award for the Plan Year as calculated under Section 3.1 herein based upon the portion of the Base Salary actually paid to such Participant during the Plan Year in which he terminates.  Any Incentive Award payable will be paid when payments for the Plan Year are made under Section 3.3.

Section 2.4.  A Participant who dies prior to the end of the Plan Year will cease to be a Participant in the Plan as of the date of death, and will be entitled to an Incentive Award for the Plan Year as calculated under Section 3.1 herein. Any Incentive Award payable will be paid when payments for the Plan Year are made under Section 3.3.

3.                     Revised Section 3.1 . Section 3.1 of the Plan is hereby amended and restated to read in its entirety as follows:

Section 3.1.  A Participant will be entitled to an Incentive Award for each Plan Year in which the Performance Goals have been satisfied or met, as the case may be.  The Incentive Award will be an amount equal to the Participant’s Base Salary multiplied by a bonus percentage based on the Performance Goals satisfied or met, as the case may be, for that Plan Year, adjusted for weighting, if any, of the applicable performance measures, and subject to any maximum bonus limit set forth in Performance Goals established for the applicable Plan Year. All or part of an Incentive Award may be made contingent on the satisfaction of Performance Goals for a Plan Year subsequent to the applicable Plan Year and on continued employment with the Bank through the end of such Plan Year.

4.                     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.

5.                     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.
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6.                     Plan Remains in Effect .   The Plan, as amended and supplemented by this Amendment, shall remain in full force and effect .

IN WITNESS WHEREOF, the Bank has caused this Amendment to be adopted on this 17 th   day of December, 2013.
 
 
TRUSTCO BANK
 
 
 
 
By:
/s/ Robert M. Leonard
 
Title
Executive Vice President and Secretary
 
 
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