TRUSTCO BANK CORP N Y FILES (8-K) Disclosing Change in Directors or Principal Officers
(Edgar Glimpses Via Acquire Media NewsEdge)
Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
TrustCo Bank Corp NY, a New York corporation ("TrustCo"), has entered into a
performance-based stock appreciation unit agreement with Robert M. Leonard,
Executive Vice President of TrustCo which is attached hereto as Exhibit 10(a).
The following description is qualified in its entirety by reference to the
agreement in the form attached hereto. Under the agreement, Mr. Leonard has
been awarded 300,000 stock appreciation units, each of which is valued at $6.95
per unit, which amount is equal to the closing price per share of TrustCo's
common stock on the NASDAQ Global Select Market on January 21, 2014, the date of
the agreement. The units will be credited to a bookkeeping account established
and maintained for Mr. Leonard. The account is solely for accounting purposes
and does not require a segregation of any TrustCo assets.
The units will become vested upon (i) a "termination" of Mr. Leonard within two
years following a "change in control" of TrustCo or (ii) the occurrence of a
change in control within 12 months following a termination of Mr. Leonard. Under
the agreement, the terms "change in control" and "termination" have the meanings
set forth in Mr. Leonard's employment agreement, dated as of November 19, 2013,
with TrustCo and Trustco Bank. The employment agreement was filed as Exhibit
10(a) to TrustCo's Current Report on Form 8-K filed on November 25, 2013.
If the units vest, which as noted above requires both Mr. Leonard's termination
and a change in control of TrustCo, Mr. Leonard will be entitled to receive an
amount with respect to each unit determined as follows: (i) the greater of the
value (determined as described below) of each vested unit in the account as of
(x) the date of the change in control or (y) the date of Mr. Leonard's
termination, in either case (ii) reduced by $6.95, the value of such unit as of
the date of the agreement.
The value of a unit generally will be deemed to be the closing price for shares
of TrustCo's common stock on the applicable date on the NASDAQ Global Select
Market or other applicable stock exchange. If no such price is available or if
TrustCo's common stock is not listed on a stock exchange, then the value of a
unit will be determined by TrustCo's Compensation Committee of TrustCo in good
faith. However, if, in connection with a change in control, the shares of
TrustCo's common stock are converted into securities ("converted securities"),
or a combination of cash and converted securities, that are listed on a stock
exchange, the value of a unit will be deemed to be the closing price per share
of such converted securities on the applicable date, multiplied by the number of
such converted securities into which one share of TrustCo's common stock was
converted in the change in control plus the amount, if any, of cash. If no such
price is available or if the converted securities are not listed on a stock
exchange, then the value of a unit will be determined by TrustCo, or a successor
thereto, in good faith.
Payment to Mr. Leonard must be made in a single lump-sum cash payment within ten
days after the date the units vest.
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