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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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 9.01. |
Financial Statements and Exhibits
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(c) |
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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Amounts of Awards to Named Executive Officers
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Dated: November 16, 2022
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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
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1. |
Grant of Performance Shares. Subject to the provisions of this Agreement and the provisions of the Plan, the Company hereby grants to the Participant an Award of the
number of performance shares set forth in Paragraph 2 effective as of the Grant Date (the performance shares granted hereunder are hereafter referred to as the “Performance Shares”). Each Performance Share shall represent the right to
receive upon settlement an amount of cash equal to the Fair Market Value of one share of Common Stock.
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2. |
Award Summary:
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Participant
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Grant Date
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November 15, 2022
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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, 2023 to December 31, 2025
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3. |
Satisfaction of Vesting Conditions.
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4. |
Settlement of Performance Shares. Normal Settlement. Upon completion of the Performance Period, the Committee shall (i) evaluate and determine the extent to which
the time-based vesting conditions described in Paragraph 3(b), ii) the performance goals condition described in Paragraph 3(c) have been satisfied, (iii) apply any adjustment required by Paragraph 3(d) and (iv) shall certify in writing the level of the performance goals attained and the amount payable as a result thereof. Payment in respect of the Performance Shares shall be made in a lump sum in cash to the Participant no later than March
15, 2026 (the “Settlement Date”), such date being the fifteenth day of the third month after the end of the first calendar year in which the Performance Shares are no longer subject to a “substantial risk of forfeiture” within the
meaning of Internal Revenue Code Section 409A.
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5. |
Tax Withholding. The Company shall deduct or withhold from any payment under this Agreement an amount sufficient to satisfy Federal,
state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Agreement and the Plan.
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6. |
Rights as a Shareholder. The Participant shall have no voting rights and no rights to ordinary dividends or other distributions, with respect to the Performance Shares.
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7. |
No Right to Continued Employment. Neither this award of Performance Shares nor any terms contained in this Agreement shall confer upon the Participant any express or
implied right to be retained in the employment or service of the Company or any affiliate for any period, nor restrict in any way the right of the Company, which right is hereby expressly reserved, to terminate the Participant’s
employment or service at any time with or without Cause. The Participant acknowledges and agrees that, except as otherwise provided herein, the satisfaction of the time-based vesting condition is subject to the Participant’s continuation
of employment with the Company through the end of the Performance Period and not through the act of being hired or being granted this award.
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8. |
The Plan. This Agreement is subject to all the terms, provisions and conditions of the Plan, which are incorporated herein by reference, and to such rules and regulations
as may from time to time be adopted by the Committee. In the event of any conflict between the provisions of the Plan and this Agreement, the provisions of the Plan shall control and this Agreement shall be deemed to be modified
accordingly. A copy of the Plan and the prospectus shall be provided to the Participant upon the Participant’s request to the Company at TrustCo Bank Corp NY, 5 Sarnowski Drive, Glenville, New York 12302, Attention: Secretary.
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9. |
Compliance with Laws and Regulations. This Award of Performance Shares shall be subject in all respects to all applicable federal and state laws, rules and regulations and
any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable.
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10. |
Notices. Every notice or other communication relating to this Agreement shall be in writing and shall be mailed to or delivered by hand or electronically by e-mail to the
party for whom it is intended, (i) if to the Participant, to the current home address or e-mail address on file with the Company or delivered by hand personally to Participant and (ii) if to the Company, to the address of the Company’s
corporate headquarters, currently located at 5 Sarnowski Drive, Glenville, New York 12302, or such other address to which the Company has moved its corporate headquarters, to such other address that the Company may specify from time to
time in a notice sent to the Participant, in each case Attention: Human Resource Department.
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11. |
Other Plans. The Participant acknowledges that any income derived from the Performance Shares shall not affect the Participant’s participation in, or benefits under, any
other benefit plan or other contract or arrangement maintained or sponsored by the Company or any affiliate of the Company.
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12. |
Recovery of Incentive Compensation. This award of Performance Shares and any cash compensation received by the Participant pursuant to this award that constitute
incentive-based compensation may be subject to recovery by the Company under any compensation recovery, recoupment or clawback policy or program that the Company may adopt from time to time, including, without limitation, any policy that
the Company has adopted or is required to adopt under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations of the U.S. Securities and Exchange Commission thereunder or the requirements
of any national securities exchange on which the Stock may be listed. The Participant shall promptly return any such incentive-based compensation that the Committee determines the Company is required to recover from the Participant under
any such policy.
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13. |
Beneficiary Designation. The Participant may, pursuant to the Plan, name one or more beneficiaries to whom vested benefits under this Agreement shall be paid in case of
Participant’s death before Participant receives all of such benefits. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to his or her estate.
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14. |
Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of New York, without giving effect to the choice of law
principles thereof, except to the extent superseded by applicable United States federal law. The Participant hereby agrees to the exclusive jurisdiction and venue of the federal and state courts of New York to resolve any and all issues
that may arise out of or relate to this Agreement or the Plan.
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TrustCo Bank Corp NY
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By:
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Robert J. McCormick
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Chairman, President and CEO
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Accepted and agreed to:
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Name:
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Date:
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Participant
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Grant Date
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November 15, 2022
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Number of Restricted Stock Units:
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Period of Restriction (Lapse Date):
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November 15, 2023
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November 15, 2024
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November 15, 2025
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TrustCo Bank Corp NY |
By:
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Robert J. McCormick
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Chairman, President and CEO
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Accepted and agreed to:
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Name:
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Date:
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TRUSTCO BANK CORP NY
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Exhibit 99 |
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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7,624
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2,859
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11,435
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17,153
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R Leonard
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3,680
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1,381
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5,521
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8,282
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S Salvador
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2,629
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986
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3,944
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5,916
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M Ozimek
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2,629
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986
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3,944
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5,916
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K Curley
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2,629
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986
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3,944
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5,916
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