TrustCo Bank Corp NY (NASDAQ:TRST) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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. |
Plan (the Equity Incentive Plan)
(the Company) approved an amendment and restatement of the
Amended and Restated 2010 TrustCo Bank Corp NY Equity Incentive
Plan (the Equity Incentive Plan).
provision prohibiting the automatic vesting of awards made after
January 1, 2017 under the Equity Incentive Plan solely upon a
change-in-control (as such term is defined in the Equity
Incentive Plan). Rather, subject to certain exceptions and other
provisions of the Equity Incentive Plan, including the provision
described below, if a participant is terminated by the Company or
a subsidiary without cause within 24 months after a
change-in-control, all unvested outstanding awards held by such
participant that were granted after January 1, 2017 will vest
100%, all options will become immediately exercisable, the
restrictions applicable to restricted stock will immediately
terminate, and all other awards, including SARs and restricted
stock units, will immediately fully vest and be paid out.
Performance units and performance shares will immediately fully
vest, be settled and paid out without proration on or immediately
following termination based upon the extent to which performance
goals during the applicable performance period have been met up
to the date of the change-in-control, the extent to which
performance goals during the performance period have been met up
to the date of termination or at target, whichever provides the
greatest value to the participant.
provisions intended to clarify the authority of the Companys
Board of Directors or Compensation Committee to adjust awards
under the Equity Incentive Plan in the event of certain corporate
events, which are defined to include a merger or consolidation
involving the Company in which the Company is not the surviving
corporation; a merger or consolidation involving the Company in
which the Company is the surviving corporation but the holders of
shares of Company common stock receive securities of another
corporation and/or other property, including cash; a change in
control as such term in defined in the Equity Incentive Plan, or
the reorganization or liquidation of the Company. In the event of
any of the foregoing, the Board of Directors or the Compensation
Committee may provide that (1) awards under the Equity Incentive
Plan be assumed or substituted in connection with the corporate
event; (2) that the vesting of any such awards be accelerated,
subject to the consummation of the corporate event; and (3) that
any or all vested and/or unvested awards be cancelled as of the
consummation of the corporate event in exchange for consideration
as provided under the Equity Incentive Plan.
Incentive Plan and is not a complete description. The
descriptions of such amendments to the Equity Incentive Plan
contained herein are qualified in their entirety by reference to
the full text of the plan attached to this report as Exhibit
10(a), which is incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits
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Exhibit No.
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Description
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10(a)
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Amended and Restated 2010 TrustCo Bank Corp NY Equity
Incentive Plan |
About TrustCo Bank Corp NY (NASDAQ:TRST)
Trustco Bank Corp NY is a savings and loan holding company. The Company’s principal subsidiary is Trustco Bank (the Bank). The Company operates through the community banking segment. The Bank is a federal savings bank engaged in providing general banking services to individuals, partnerships and corporations. The Bank’s business consists of accepting deposits and making loans and investments. The Bank provides both personal and business banking services. The Bank operates approximately 160 automatic teller machines (ATMs) and approximately 150 banking offices. Its loan portfolio includes commercial loans, real estate-construction loans, real estate-mortgage loans, home equity lines of credit and installment loans. It offers a range of deposits, such as demand deposits, savings, time deposits, interest bearing checking accounts and money market deposits. Its subsidiary, ORE Subsidiary Corp., is formed to hold and manage foreclosed properties acquired by the Bank. TrustCo Bank Corp NY (NASDAQ:TRST) Recent Trading Information
TrustCo Bank Corp NY (NASDAQ:TRST) closed its last trading session up +0.05 at 7.80 with 202,689 shares trading hands.
