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 18, 2018

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



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

TrustCo Bank Corp NY, a New York corporation (“TrustCo”), and its subsidiary Trustco Bank, a federal savings bank (the “Bank” and, with TrustCo, the “Companies”), have entered into employment agreements with each of Kevin M. Curley, Executive Vice President of TrustCo, and Michael M. Ozimek, Executive Vice President of TrustCo (each an “Executive” and collectively, the “Executives”). The agreements are substantially identical. The initial term of each agreement began on December 18, 2018 and ends on January 1, 2020; beginning on January 1, 2020 and on January 1 of each year thereafter, the term of the agreements will be extended for an additional one-year period unless the Companies notify an Executive to the contrary 180 days in advance. Kevin M. Curley will be paid an annual base salary, initially $275,000, subject to annual increases as may be negotiated by the parties. Michael M. Ozimek will be paid an annual base salary, initially $360,000, also subject to annual increases as may be negotiated by the parties. The Executives will also receive certain annual payments in lieu of contributions to a supplemental retirement plan and will continue to participate in other employee benefit plans of the Companies.

Upon termination of an Executive’s employment due to retirement, disability, death, or upon his termination for any reason other than good cause (as defined in the employment agreement) within two years after a change in control (also as defined in the agreement), TrustCo must, for the longer of the life of such Executive or the life of his spouse, reimburse him or his spouse for otherwise unreimbursed medical expenses, including medical insurance premiums. These benefits are in addition to the general disability, death benefit, retirement, and pension plans maintained by the Companies. The employment agreement generally defines retirement as the earliest retirement date applicable to an Executive under the Retirement Plan of Trustco Bank. The term “disability” is defined as a mental or physical condition (i) in the opinion of a physician mutually agreed upon by the board of directors of the Companies and an Executive that will prevent him from carrying out the material job responsibilities or duties to which he was assigned at the time the disability was incurred and (ii) is expected to last for an indefinite duration or a duration of more than six months.

If there is termination (as defined in the employment agreement) of an Executive’s employment for any reason other than good cause (as defined in the employment agreement) or retirement within (i) 12 months prior to a change in control or (ii) two years following a change in control, then the Companies will pay to such Executive within 10 days following the last to occur of both his termination and a change in control a lump sum amount equal to 2.99 times his annual compensation in effect at the time of his termination or the change in control. The Companies will cause to be paid to such Executive all benefits payable to him under the Companies’ retirement, executive incentive compensation, pension and deferred compensation plans in accordance with the terms of such plans, all legal fees and expenses incurred by the Executive directly related to the enforcement of the payment of his termination benefits, and unless the termination was for good cause and was within two years after a change in control, the Companies will transfer to the Executive his company car (at book value) and any country club memberships owned by the Companies for the benefit of him.

Under the employment agreement, “good cause” means an Executive’s commission of an act of fraud, embezzlement or theft constituting a felony against either of the Companies as finally determined by a court of competent jurisdiction or an unequivocal admission by such Executive.

- 2 -

Also under the employment agreements, a “change in control” means a change in the ownership of TrustCo, a change in the effective control of either of the Companies, or a change in the ownership of a substantial portion of the assets of either of the Companies, as provided in Section 409A of the Internal Revenue Code and any guidance or regulations under Section 409A. Section 409A regulations provide the following:


·
subject to certain exceptions specified in the agreement, a change in the ownership of either of the Companies occurs on the date that any one person, or more than one person acting as a group, acquires ownership of stock of TrustCo that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of either of the Companies;


·
a change in the effective control occurs only on the date that either: (i) any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of either of the Companies possessing 30% or more of the total voting power of the stock of TrustCo or (ii) a majority of members of TrustCo’s board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of TrustCo’s board of directors prior to the date of the appointment or election; or


·
a change in the ownership of a substantial portion of either of the Companies’ assets occurs on the date that any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from either of the Companies that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of TrustCo immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of TrustCo, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

Under the employment agreement:


·
the term “termination” means (1) the termination by the Companies of an Executive’s employment with the Companies for any reason or reasons other than for good cause and (2) the termination by an Executive of his employment with the Companies for good reason, which such termination under either (1) or (2) results in a “separation from service” with the Companies within the meaning of Treasury Department regulations.


·
the term “good reason” generally means (i) any substantial diminution in an Executive’s job responsibilities or a material adverse change in his title or status, (ii) a reduction by the Companies in an Executive’s annual base salary, the failure to maintain on behalf of an Executive (and his dependents) benefits which are at least comparable in the aggregate to those in effect as of the date of the agreement, or a determination for reasons other than good cause not to extend the term of the agreement or (iii) the relocation of the principal place of an Executive’s employment by more than 50 miles from TrustCo’s principal executive office as of the date of the agreement.

The Companies must provide indemnification rights and benefits to the Executives to the fullest extent permitted by law and the charter or bylaws of the Companies. Any amendment or revision to such charter or bylaws that adversely affects the indemnification rights or benefits available to an Executive under such charter or bylaws as of the date of the agreement will not be effective against an Executive unless he has consented in writing to such amendment or revision. Further, the indemnification provided under the agreements will be in addition to any other rights to which the Executives may be entitled under the charter or bylaws of the Companies or any statute, other agreement, vote of shareholders or disinterested directors, or otherwise.

Item 8.01
Other Events

On December 18, 2018, TrustCo issued a press release announcing the promotions of Kevin M. Curley and Michael M. Ozimek to Executive Vice President on December 18, 2018. A copy of the press release is filed as Exhibit 99 to this Current Report on Form 8-K and is incorporated by reference herein.

- 3 -

Item 9.01.
Financial Statements and Exhibits


(c)
Exhibits

Reg S-K Exhibit No.
 
Description
     
10(a)
 
Form Employment Agreement among Trustco Bank, TrustCo Bank Corp NY and each Executive, effective December 18, 2018
     
99
 
Press Release Issued December 18, 2018

- 4 -

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 18, 2018
     
 
By:
/s/ Robert M. Leonard
   
Robert M. Leonard
   
Executive Vice President and
   
Chief Risk Officer

- 5 -

Exhibits Index

Reg S-K Exhibit No.
 
Description
 
Page
         
 
Form Employment Agreement among Trustco Bank, TrustCo Bank Corp NY and each Executive, effective December 18, 2018
 
1-14
         
 
Press Release Issued December 18, 2018
 
1-2


- 6 -


Exhibit 10(a)

EMPLOYMENT AGREEMENT

among

TRUSTCO BANK,

TRUTCO BANK CORP NY

and

[____________________]

- 1 -

EMPLOYMENT AGREEMENT

WHEREAS, TrustCo Bank Corp NY, a New York corporation (hereinafter referred to as “TrustCo”), Trustco Bank, a federal savings bank duly organized and existing under the laws of the United States (hereinafter referred to as the “Bank”) (hereinafter collectively with TrustCo referred to as the “Companies”) wishes to enter into an Employment Agreement (this “Agreement”) with [_______________] (hereinafter referred to as the “Executive”); and

NOW, THEREFORE, the Companies and the Executive agree as provided below:

1.            Engagement . The Companies agree to engage the Executive and the Executive agrees to serve the Companies as an Executive.

2.            Term . The initial term of this Agreement shall begin on December 18, 2018 and end on January l, 2020, and, beginning on January 1, 2020 and on January 1 of each and every year thereafter, the term of this Agreement shall be extended for an additional one-year period, automatically, unless the Executive is notified 180 days in advance by the method set forth in Section 11 herein to the contrary (“Nonrenewal Notice”).

3.            Purpose and Effect . The purpose of this Agreement is to provide Termination Benefits, as defined in Section 9 hereof, in the event of a Termination or Change in Control as provided in Section7(a).

4.            Services . The Executive shall exert the Executive’s best efforts and devote substantially all of the Executive’s time and attention to the affairs of the Companies. The Executive shall perform the duties which are generally assigned to executives in similar positions in corporations of similar size as the Companies. The Executive shall report directly to the Chief Executive Officer.

- 2 -

5.            Compensation . For purposes of this Agreement, Annual Compensation shall be deemed to include the Executive’s Annual Base Salary, plus any amount payable pursuant to the Executive Officer Incentive Plan. The Executive shall be paid by the Companies the Annual Base Salary provided on Schedule A attached hereto, which Annual Base Salary shall be paid biweekly. After January 1, 2020, Annual Compensation shall be negotiated between the parties hereto and shall be deemed a part of this Agreement, provided, however, that Annual Base Salary for any calendar year beginning on or after January l, 2020 shall not be less than the immediately preceding calendar year. In addition to the Annual Compensation, the Executive shall be paid each year by the Companies the amount calculated in accordance with Schedule B attached hereto, which shall be paid within 60 days following the end of the year. In the event of a Change in Control the Incentive Award payable pursuant to the Executive Officer Incentive Plan shall not be reduced as a result of charges taken in connection with or as a result of the Change in Control.

6.             Retirement and Pension . As further compensation for the services of the Executive:

(a)          The Executive shall be allowed to participate fully in any disability, death benefit, retirement, or pension plans maintained by the Companies, pursuant to the terms of such plans. Nothing in this Agreement shall be construed as a waiver of any of the terms of or conditions precedent to participation in such plans; and

(b)          Upon termination of the Executive’s employment due to (w) retirement (defined as the earliest retirement date applicable to the Executive under the Retirement Plan of Trustco Bank), (x) Disability (as defined herein), (y) death or (z) Termination (as defined in Section 8 hereof) of the Executive for any reason other than Good Cause (as defined in Section 8) within two years after a Change in Control (as defined in Section 7(b) hereof), then the Companies shall continue the medical benefits (which reimburse expenses allowable as a deduction under Internal Revenue Code Section 213, without regard to any adjusted gross income limitation), in effect at the time of the Executive’s termination, for the Executive and his covered dependents during the period of time during which the Executive would be entitled to continuation coverage under a group health plan of the Companies under Internal Revenue Code Section 4980B if the Executive elected such coverage and paid the applicable premium. For purposes of this Agreement, the term “Disability” means a mental or physical condition which (i) in the opinion of a physician mutually agreed upon by the boards of directors of the Companies and the Executive, will prevent the Executive from carrying out the material job responsibilities or duties to which the Executive was assigned at the time disability was incurred, and (ii) is expected to last for an indefinite duration or a duration of more than six months.

- 3 -

Upon termination of the Executive’s employment due to (w) retirement (defined as the earliest retirement date applicable to the Executive under the Retirement Plan of Trustco Bank), (x) Disability (as defined herein), (y) death or (z) Termination (as defined in Section 8 hereof) of the Executive for any reason other than Good Cause (as defined in Section 8) within two years after a Change in Control (as defined in Section 7(b) hereof), then the Companies shall monthly, for the longer of the life of the Executive or the life of the Executive’s spouse, reimburse the Executive and/or the Executive’s spouse for otherwise unreimbursed medical expenses, including medical insurance premiums, of the Executive and his spouse (and the Executive’s dependents during the time such dependents would meet the coverage requirements of a health plan maintained by the Company if the Executive were covered by such plan) for medical and health benefits (including dental and prescription drugs) at a level that is substantially similar to those benefits which the Executive and the Executive’s spouse were receiving immediately prior to the Executive’s termination under the Companies’ medical insurance plan and the Executive Medical Reimbursement Plan, which combined benefits shall not be less than the maximum available  as of the date hereof, and shall not be modified without the consent of the Executive or the Executive’s spouse (in the event the Executive is deceased); provided, however, (i) any such expense reimbursement shall be made by the Companies no later than the last day of the taxable year following the taxable year in which such expense was incurred by the Executive or his spouse, and (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

- 4 -

The obligations of the Companies pursuant to this Section 6(b) shall survive the termination of this Agreement.

7.             Termination of Employment .

(a)            If there shall be a Termination (as defined in Section 8 hereof) of the Executive for any reason other than Good Cause (as hereinafter defined) or retirement within (i) 12 months prior to a Change in Control (as defined in Section 7(b)) or (ii) two years following a Change in Control (as defined in Section 7(b)), then the Executive shall receive the Termination Benefits set forth herein. For purposes of this Agreement, “Good Cause” shall be limited to the Executive’s commission of an act of fraud, embezzlement or theft constituting a felony against either of the Companies as finally determined by a court of competent jurisdiction or an unequivocal admission by the Executive.

(b)            “Change in Control” means a change in the ownership of TrustCo, a change in the effective control of TrustCo or the Bank, or a change in the ownership of a substantial portion of the assets of TrustCo or the Bank , as provided in Section 409A(a)(2)(A)(v) of the Internal Revenue Code, Treas. Reg. §1.409A-3(i)(5), and any guidance or regulations (collectively, the “Regulations”) promulgated under Section 409A of the Code. Subject to the foregoing, Treas. Reg. §l .409A-3(i)(5) provides the following:

(i)            a change in the ownership of TrustCo or the Bank occurs on the date that any one person, or more than one person acting as a group (as defined in Treas. Reg. §1.409A-3(i)(5)(v)(B)), acquires ownership of stock of TrustCo that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of TrustCo or the Bank . However, if any one person, or more than one person acting as a group, is considered to own more than 50% of the total fair market value or total voting power of the stock of TrustCo or the Bank , the acquisition of additional stock by the same person or persons is not considered to cause a change in the ownership of TrustCo or the Bank (or to cause a change in the effective control of TrustCo or the Bank (within the meaning of Treas. Reg. §l .409A-3(i)(5)(vi)). An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which TrustCo acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this paragraph. This paragraph applies only when there is a transfer of stock of TrustCo or the Bank (or issuance of stock of TrustCo or the Bank ) and stock in TrustCo remains outstanding after the transaction (see paragraph (c) below for rules regarding the transfer of assets of TrustCo);

- 5 -

(ii)            a change in the effective control occurs only on the date that either: (i) any one person, or more than one person acting as a group (as determined in Treas. Reg. §l.409A-3(i)(5)(v)(B)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of TrustCo or the Bank possessing 30% or more of the total voting power of the stock of TrustCo ; or (ii) a majority of members of TrustCo ’s board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of TrustCo ’s board of directors prior to the date of the appointment or election; or

(iii)            a change in the ownership of a substantial portion of TrustCo ’s or the Bank ’s assets occurs on the date that any one person, or more than one person acting as a group (as determined in Treas. Reg. §l .409A-3(i)(5)(v)(B)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from TrustCo or the Bank that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of TrustCo immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of TrustCo , or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

- 6 -

(c)            Notice of Termination shall be communicated by the terminating party to the other parties to this Agreement pursuant to   Section 11 hereof.

8.             Termination .

(a)          For purposes of this Agreement, “Termination” means (i) the termination by the Companies (including the issuance of a Nonrenewal Notice by the Companies to the Executive) of the Executive’s employment with the Companies for any reason or reasons other than for Good Cause, which such termination results in a “separation from service” with the Companies within the meaning of Treasury Regulation Section 1.409A-1(h) and (ii) the termination by the Executive of his employment with the Companies for Good Reason, which such termination results in a “separation from service” with the Companies within the meaning of Treasury Regulation Section 1.409A-1 (h). Notice of any such termination shall be communicated pursuant to Section 11 hereof.

(b)          For purpose of this Agreement, Good Reason means the occurrence of any of the following events, except for the occurrence of such an event in connection with the termination of the Executive’s employment for Disability or for death, or except as otherwise agreed to by the Executive, (i) any substantial diminution in the Executive’s job responsibilities or a material adverse change in the Executive’s title or status, (ii) a reduction by the Companies in the Executive’s Annual Base Salary, the failure to maintain on behalf of the Executive (and his dependents) benefits which are at least comparable in the aggregate to those in effect as of the date of this Agreement, or a determination for reasons other than Good Cause not to extend the term of this Agreement or (iii) the relocation of the principal place of the Executive’s employment by more than 50 miles from TrustCo’s principal executive office as of the date of this Agreement; provided, that any of the events described in clauses (i) through (iii) above shall constitute Good Reason only if the Companies fail to cure such event within 30 days after receipt from the Executive of written notice of the event that constitutes Good Reason; and provided further, that the Executive shall cease to have a right to terminate due to Good Reason on the 180th day following the later of the occurrence of the event or the Executive’s knowledge thereof, unless the Executive has given the Companies notice thereof prior to such date.

- 7 -

9.             Termination Benefits . The following benefits shall be Termination Benefits:

(a)            The Companies shall pay to the Executive within 10 days following the last to occur of both his Termination and a Change in Control a lump sum amount equal to 2.99 times the Executive’s Annual Compensation in effect at the time of his Termination or the Change in Control, as the case may be.

(b)          In the event of a Termination, unless the same must be delayed to prevent a violation of the Regulations, the Companies shall cause to be paid to the Executive all benefits payable to the Executive under the Companies’ retirement, executive incentive compensation, pension and deferred compensation plans in accordance with the terms of such plans.

(c)          The Companies shall pay to the Executive all legal fees and expenses incurred by the Executive directly related to the enforcement of the payment of Termination Benefits and any reimbursement shall be made on or before the last day of the calendar year following the taxable year in which the expense was incurred.

- 8 -

(d)          In the event of a Termination for any reason other than Good Cause, within two years after a Change in Control, within 30 days of the Termination the Companies shall transfer any and all country club memberships owned by the Companies for the benefit of the Executive, to the Executive.

(e)          In the event of a Termination for any reason other than Good Cause, within two years after a Change in Control, within 30 days of the Termination the Companies shall transfer to the Executive the company car used by the Executive, at the time of Termination, at book value.

Notwithstanding anything to the contrary herein contained, if the Executive is a “specified employee” as defined in the Regulations, unless otherwise allowed under the Regulations, Termination Benefits shall not be payable until the first day of the seventh month following the Executive’s Termination.

10.            Indemnity .

(a)            The Companies shall provide indemnification rights and benefits to the Executive to the fullest extent permitted by law and the charter or bylaws of the Companies. Any amendment or revision to such charter or bylaws that adversely affects the indemnification rights or benefits available to the Executive under such charter or bylaws as of the date hereof shall not be effective against the Executive unless the Executive has consented in writing to such amendment or revision.

(b)          The indemnification provided by this Section 10 shall not be deemed exclusive of any other rights to which the Executive may be entitled under the charter or bylaws of the Companies or any statute, other agreement, vote of stockholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office. Any indemnification rights provided pursuant to this Section 10 shall continue as to the Executive after the Executive has ceased to be a director, officer, employee or agent of the Companies and shall inure to the benefit of the heirs, executors and administrators of the Executive.

- 9 -

11.          Notices . All notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be deemed to have been given at the time when mailed at any general or branch United States Post Office enclosed in a certified post paid envelope and addressed to the address of the respective party stated below or to such changed address as such party may have fixed by notice.

  To the Companies:
TrustCo Bank Corp NY Trustco Bank
5 Sarnowski Drive
Glenville, NY 12302

  To the Executive:
[_______________]
[_______________]
[_______________]

Provided, however, that any notice of change of address shall be effective only upon receipt.

12.          Successors and Assigns . This Agreement shall inure to the benefit of and be binding upon the Companies, their successors and assigns, including without limitation, any person or entity which may acquire all or substantially all of either Company’s assets or business or into which either Company may be consolidated or merged, and the Executive, as well as the Executive’s heirs, executors, administrators and legal representatives. The Executive may assign the right to payment under this Agreement, but not obligations under this Agreement.

13.            Governing Law .  Except to the extent preempted by federal law, this Agreement shall be governed by the laws of the State of   New York.

- 10 -

14.          Complete Agreement . This Agreement supersedes all prior understandings and agreements between the parties, and may not be amended or modified orally, but only by a writing signed by the parties hereto.

15.          Dispute Resolution . All expenses (including, without limitation, legal fees and  expenses) incurred by the Executive in connection with, or in prosecuting or defending, any claim or controversy arising out of or relating to, this Agreement shall be paid by the Companies.

16.         Late Payments . If Companies fail to pay when due any amount provided under this Agreement, Companies shall pay to the Executive interest on any outstanding amount, at an annual rate of 12%, compounded semi-annually.

17.         Designation of Beneficiary . In the event that any amount payable to the Executive as provided by this Agreement remains outstanding upon the death of the Executive, the amount due shall be payable to a beneficiary as designated by the Executive, in the same manner as set forth by this Agreement, or if no beneficiary is named, to the trustee of the Executive’s revocable living trust, and if none to the trustee of the Executive’s testamentary trust, and if none to the personal representative of the Executive’s estate.

18.          Survival of Rights . Except as may be expressly provided herein, all of the Executive’s rights under this Agreement, including, but not limited to, Sections 6(b), 7 and 9 shall survive the Termination of the Executive and/or the termination of this Agreement.

19.         Severability . Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction is, as to such jurisdiction, ineffective to the extent of any such prohibition, unenforceability or nonauthorization without invalidating the remaining provisions hereof, or affecting the validity, enforceability or legality of such provision in any other jurisdiction, unless the ineffectiveness of such provision would result in such a material change as to cause completion of the transactions contemplated hereby to be unreasonable.

[Signature Page Follows]
- 11 -

IN WITNESS WHEREOF, TrustCo, the Bank and the Executive have caused this Agreement to be executed as of this_____ day of______________, 2018.

ATTEST:
 
TRUSTCO BANK CORP NY
       
       
   
By:
 
Michael J. Hall
   
Robert J. McCormick
Secretary    
President and CEO
       
     
ATTEST
 
TRUSTCO BANK
       
       
   
By:
 
Michael J. Hall
   
Robert J. McCormick
Secretary
   
President and CEO
       
       
   
EXECUTIVE
       
       
   
Name:
 

- 12 -

Schedule A to Agreement among Companies and [_______________]

Calendar Year
Annual Salary
Approval of Companies
     
2018
   
     
2019
   
     
2020
   
     
2021
   
     
2022
   
     
2023
   
     
2024
   
     

- 13 -

SCHEDULE B

An amount equal to the incremental amount that would have been credited for the applicable calendar year or partial calendar year during the term of this agreement, commencing December 18, 2018 to the Executive’s Supplemental Account Balance under the Trustco Bank and TrustCo Bank Corp NY Supplemental Retirement Plan as such Plan was in effect on December 31, 2007, and had it not been amended to cease additional benefit accruals following December 31, 2008.


- 14 -


Exhibit 99

News Release


5 Sarnowski Drive, Glenville, New York  12302
(518) 377-3311 Fax: (518) 381-3668

Subsidiary: Trustco Bank

Contact:

Robert M. Leonard

Executive Vice President and CRO

(518) 381-3693


TrustCo Promotes Kevin M. Curley and Michael M. Ozimek to Executive Vice President

Glenville, New York , December 18, 2018

TrustCo Bank Corp NY (TrustCo, Nasdaq: TRST) announced that it has promoted Kevin M. Curley and Michael M. Ozimek to Executive Vice President.  Mr. Curley has been employed with the Company since 1990.  Mr. Ozimek has been employed with the company since 2002.

Mr. Curley has held a number of important positions with the bank and currently is responsible for overseeing the bank’s Operations and Branch Administration Departments.  Mr. Ozimek has served in the bank finance area during his tenure, and currently oversees the Accounting and Planning and Systems Departments.  He has been Chief Financial Officer since 2014 and will continue in that role.

President and Chief Executive Officer Robert J. McCormick said: “Kevin and Mike have steadily become indispensable members of the Company’s management team over the past several years. We are very pleased to bring them to the next level and we believe that the shareholders are well served by the commitment to the Company that this step represents.”

The Company has entered into employment agreements with the two new executives.  The substantive terms of those agreements are similar to the substantive terms of the most recently executed employment agreement entered into by the Company.

TrustCo Bank Corp NY is a $4.9 billion savings and loan holding company and through its subsidiary, Trustco Bank, operates 148 offices in New York, Florida, New Jersey, Vermont, and Massachusetts.

In addition to its extensive offerings of traditional deposit products through its branch network and online, Trustco Bank’s Financial Services Department offers a full range of investment services, retirement planning, and trust and estate administration services.

- 1 -

The common shares of TrustCo are traded on the NASDAQ Global Select Market under the symbol TRST.

  Safe Harbor Statement
 
All statements in this news release that are not historical are forward-looking statements within the meaning of the Securities Exchange Act of 1934, as amended.  Forward-looking statements can be identified by words such as "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "will" and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding our expectations for our performance during current and future periods and for the growth of loans and deposits throughout our branch network, our ability to capitalize on economic changes in the areas in which we operate and the extent to which higher expenses to fulfill operating and regulatory requirements recur or diminish over time.  Such forward-looking statements are subject to factors that could cause actual results to differ materially for TrustCo from those discussed. TrustCo wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The following important factors, among others, in some cases have affected and in the future could affect TrustCo’s actual results and could cause TrustCo’s actual financial performance to differ materially from that expressed in any forward-looking statement:  our ability to continue to originate a significant volume of one-to-four family mortgage loans in our market areas; our ability to continue to maintain noninterest expense and other overhead costs at reasonable levels relative to income; our ability to comply with the supervisory agreement entered into with Trustco Bank’s regulator and potential regulatory actions if we fail to comply; restrictions or conditions imposed by our regulators on our operations that may make it more difficult for us to achieve our goals; the future earnings and capital levels of Trustco Bank and the continued ability of Trustco Bank under regulatory rules and the supervisory agreement to distribute capital to TrustCo, which could affect our ability to pay dividends; results of examinations of Trustco Bank and TrustCo by our respective regulators; our ability to make accurate assumptions and judgments regarding the credit risks associated with lending and investing activities; the effect of changes in financial services laws and regulations and the impact of other governmental initiatives affecting the financial services industry; the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve Board, inflation, interest rates, market and monetary fluctuations; the perceived overall value of our products and services by users, including in comparison to competitors’ products and services and the willingness of current and prospective customers to substitute competitors’ products and services for our products and services; real estate and collateral values; changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the FASB or PCAOB; changes in local market areas and general business and economic trends, as well as changes in consumer spending and saving habits; our success at managing the risks involved in the foregoing and managing our business; and other risks and uncertainties under the heading “Risk Factors” in our most recent annual report on Form 10-K and in our subsequent quarterly reports on Form 10-Q or other securities filings.

- 2 -