Exhibit 10(a)
AMENDMENT NO. 6 TO
EMPLOYMENT AGREEMENT BETWEEN TRUSTCO BANK, NATIONAL ASSOCIATION AND TRUSTCO
BANK CORP NY AND XXXXXX X. XxXXXXXXX
WHEREAS, TrustCo Bank Corp NY, a New York corporation (hereinafter
referred to as "TrustCo"), and Trustco Bank, National Association, a national
bank duly organized and existing under the laws of the United States
(hereinafter referred to as the "Corporation") entered into an Employment
Agreement (hereinafter referred to as the "Agreement") with Xxxxxx X. XxXxxxxxx
(hereinafter referred to as the "Executive"); and WHEREAS, TrustCo, the
Corporation and the Executive desire to amend the Agreement, effective as of May
15, 2001, to (i) address the payment of Termination Benefits, as defined in the
Agreement, in the event that Section 162(m) limits the deductibility of the
payment of such Termination Benefits by TrustCo and/or the Corporation and (ii)
eliminate elections with respect to the form of payment of Termination Benefits;
NOW, THEREFORE, the Agreement is hereby amended, effective as of May 15,
2001, so that it will read as follows:
I.
Paragraph (b) of Section 8 of the Agreement is hereby deleted in its
entirety and the following is substituted in lieu thereof:
"(b) The Companies shall pay to the Executive within ten (10) days of his
Termination an additional lump sum amount equal to three (3) times the Annual
Compensation then in effect pursuant to paragraph 4 above; provided, however,
that if the payment of the Termination Benefits, together with the Executive's
other compensation for the calendar year (as defined in Section 162(m) of the
Internal Revenue Code) is expected to exceed the limitation on deductible
compensation set forth in Section 162(m), the payment of Termination Benefits
will automatically be deferred under the Trustco Bank Executive Officer
Incentive Plan and will not become payable until (i) the earliest calendar year
in which the payment of such deferred amount (and interest thereon), together
with the Executive's other compensation for the calendar year (as defined in
Section 162(m) is not expected to exceed the Section 162(m) limitation, or (ii)
the Section 162(m) limitation is no longer applicable to compensation paid to
the Executive, and"
IN WITNESS WHEREOF, TrustCo, the Corporation and the Executive have caused
this Amendment No. 6 to be executed by its duly authorized officer this 15th day
of May 2001.
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TRUSTCO BANK CORP NY
ATTEST:
By: /s/ Xxxxx X. Xxxxxxx
_______________________________
Xxxxx X. Xxxxxxx, Secretary
TRUSTCO BANK, NATIONAL ASSOCIATION
/s/ Xxxxxxx X. XxXxxxxx
_________________________________________
Xxxxxxx X. XxXxxxxx, Assistant Secretary
By:/s/ Xxxxx X Xxxxxxx
___________________
Xxxxx X. Xxxxxxx
EXECUTIVE
/s/ Xxxxxx.X. Xxxxxxxxx
_______________________
Xxxxxx X. XxXxxxxxx
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