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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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $1.00 par value
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TRST
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The Nasdaq Global Select Market
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Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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Item 8.01.
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Other Events
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Item 9.01.
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Financial Statements and Exhibits
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(c)
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Exhibits
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Reg S-K Exhibit No.
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Description
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Form of Performance Share Award Agreement under the TrustCo Bank Corp NY 2019 Equity Incentive Plan
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Form of Restricted Stock Unit Award Agreement under the TrustCo Bank Corp NY 2019 Equity Incentive Plan
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Form of Directors Restricted Stock Unit Award Agreement under the TrustCo Bank Corp NY 2019 Equity Incentive Plan
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Awards to Named Executive Officers and Directors
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104
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
Dated: November 19, 2019
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TrustCo Bank Corp NY
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(Registrant)
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By:
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/s/ Michael M. Ozimek | |
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Michael M. Ozimek
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Executive Vice President and
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Chief Financial Officer |
Participant
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[Officer]
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Grant Date
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November 19, 2019
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Number of Performance Shares:
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Threshold:
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Target:
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Maximum:
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Performance Period
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January 1, 2020 to December 31, 2022
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Return on Average Equity
for the Performance Period1
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Level
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Percentile Ranking
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Factor
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Maximum
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60th percentile or above of the Peer Group
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150%
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Target
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50th - 59th percentile of the Peer Group
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100%
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Threshold
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40th – 49th percentile of the Peer Group
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75%
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Below 40th percentile of the Peer Group
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0%
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TrustCo Bank Corp NY
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By: |
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Robert J. McCormick |
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President and CEO |
Accepted and agreed to: |
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Name: [Officer] |
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Date: November , 2019 |
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Company Name
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Ticker
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City
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State
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Community Bank System Inc.
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CBU
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De Witt
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NY
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Provident Financial Services
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PFS
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Jersey City
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NJ
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NBT Bancorp Inc.
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NBTB
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Norwich
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NY
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OceanFirst Financial Corp.
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OCFC
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Toms River
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NJ
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Flushing Financial Corp.
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FFIC
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Uniondale
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NY
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Seacoast Banking Corp. of FL
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SBCF
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Stuart
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FL
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Tompkins Financial Corporation
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TMP
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Ithaca
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NY
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Kearny Financial Corp.
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KRNY
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Fairfield
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NJ
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Dime Community Bancshares Inc.
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DCOM
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Brooklyn
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NY
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Lakeland Bancorp
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LBAI
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Oak Ridge
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NJ
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ConnectOne Bancorp Inc.
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CNOB
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Englewood Cliffs
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NJ
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Bridge Bancorp Inc.
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BDGE
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Bridgehampton
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NY
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Peapack-Gladstone Financial
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PGC
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Bedminster
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NJ
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Northfield Bancorp Inc.
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NFBK
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Woodbridge
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NJ
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Financial Institutions Inc.
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FISI
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Warsaw
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NY
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First of Long Island Corp.
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FLIC
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Glen Head
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NY
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Capital City Bank Group Inc.
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CCBG
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Tallahassee
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FL
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Arrow Financial Corp.
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AROW
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Glens Falls
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NY
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BCB Bancorp Inc.
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BCBP
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Bayonne
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NJ
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Metropolitan Bank Holding Corp
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MCB
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New York
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NY
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(i) |
In the event of a merger, acquisition or business combination transaction of a company within the Peer Group with or by another company within the Peer Group, the surviving
entity shall remain a company in the Peer Group.
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(ii) |
In the event of a merger of a company within the Peer Group with an entity that is not a company within the Peer Group, or the acquisition or business
combination transaction by or with a company within the Peer Group, or with an entity that is not a company within the Peer Group, in each case where the company within the Peer Group is the surviving entity and remains publicly traded,
the surviving entity shall remain a company within the Peer Group.
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(iii) |
In the event of a merger or acquisition or business combination transaction of a company within the Peer Group by or with an entity that is not a company
within the Peer Group, a “going private” transaction involving a company within the Peer Group or the liquidation of a company within the Peer Group, where the company within the Peer Group is not the surviving entity or is otherwise no
longer publicly traded, the company shall no longer be a company within the Peer Group.
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(iv) |
In the event of a bankruptcy, liquidation, or delisting of a Company within the Peer
Group such company shall remain a company within the Peer Group and such company’s ROAE will be deemed to place it at the 0 percentile.
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(v) |
In the event of a stock distribution from a company in the Peer Group consisting of the shares of a new publicly-traded company (a “spin-off”), the company
within the Peer Group shall remain a company within the Peer Group and the stock distribution shall be treated as a dividend from the company within the Peer Group based on the closing price of the shares of the spun-off company on its
first trading. The spun-off company shall not thereafter be part of the Peer Group.
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Participant
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[Officer]
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Grant Date
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November 19, 2019
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Number of Restricted Stock Units:
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Period of Restriction (Lapse Date):
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November 19, 2020
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November 19, 2021
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November 19, 2022
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TrustCo Bank Corp NY
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By: |
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Robert J. McCormick |
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President and CEO |
Accepted and agreed to:
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Name: [Officer]
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Date:
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Participant
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[Director]
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Grant Date
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November 19, 2019
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Number of Restricted Stock Units:
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Period of Restriction (Lapse Date):
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November 19, 2020
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TrustCo Bank Corp NY
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By: |
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Robert J. McCormick | ||
President and CEO |
Accepted and agreed to:
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Name: [Director]
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Date:
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TRUSTCO BANK CORP NY
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EXHIBIT 99
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Officer
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Restricted Unit Awards
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Performance Unit Awards
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Threshold
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Target
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Max
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R McCormick
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32,992
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37,117
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49,489
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74,234
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R Leonard
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15,927
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17,919
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23,891
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35,837
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S Salvador
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10,239
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11,520
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15,359
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23,039
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M Ozimek
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10,239
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11,520
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15,359
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23,039
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E Schreck
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3,413
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3,840
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5,120
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7,680
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Director
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Restricted Unit Awards
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Dennis A. DeGennaro
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2,276
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Brian C. Flynn
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2,276
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Thomas O. Maggs
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2,276
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Anthony J. Marinello, M.D., Ph.D
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2,276
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William D. Powers
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2,276
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Lisa M. Lucarelli
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2,276
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