AMENDMENT NO. 1 TO 2008 AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Exhibit
99.1
AMENDMENT
NO. 1 TO
2008
AMENDED AND RESTATED
WHEREAS,
TrustCo Bank Corp NY, a New York corporation (hereinafter referred to as
“TrustCo”), Trustco Bank, a national bank duly organized and existing under the
laws of the United States (hereinafter referred to as the “Bank”) (hereinafter
collectively with TrustCo referred to as the “Companies”) entered into an
Employment Agreement (hereinafter referred to as the “Agreement”) with
________________ (hereinafter referred to as the “Executive”); and
WHEREAS,
the Agreement was restated in its entirety, effective as of January 1, 2008;
and
WHEREAS,
the Companies and Executive desire to amend the Agreement;
NOW,
THEREFORE, the Agreement is hereby amended effective as of January 1, 2009, as
follows:
I.
The
following paragraphs are added at the end of Section 6(b) of the
Agreement:
Upon
termination of the Executive’s employment due to retirement (defined as the
earliest retirement date applicable to the Executive under the Retirement Plan
of Trustco Bank), Disability (as defined herein), death, or Termination (as
defined in Section 8 hereof) of Executive for any reason other than Good Cause
(as defined in Section 8) within 2 years after a Change in Control (as defined
in Section 7(b) hereof) the Companies shall monthly, for the longer of the life
of the Executive or the life of the Executive’s spouse, reimburse Executive
and/or Executive’s spouse for otherwise unreimbursed medical expenses, including
medical insurance premiums, of Executive and his spouse (and Executive’s
dependents during the time such dependents would meet the coverage requirements
of a health plan maintained by the Company if the Executive were covered by such
plan) for medical and health benefits (including dental and prescription drugs)
at a level that is substantially similar to those benefits which Executive and
Executive’s spouse were receiving immediately prior to Executive’s termination
under the Companies’ medical insurance plan and Executive Medical Reimbursement
Plan, which combined benefits shall not be less than the maximum available as of
the date hereof, and shall not be modified without the consent of Executive or
Executive’s spouse (in the event the Executive is deceased); provided, however,
(i) any such expense reimbursement shall be made by the Companies no later than
the last day of the taxable year following the taxable year in which such
expense was incurred by Executive or his spouse, and (ii) the right to
reimbursement or in-kind benefits shall not be subject to liquidation or
exchange for another benefit.
The
obligations of the Companies pursuant to this subsection (b) shall survive the
termination of this Agreement.
IN
WITNESS WHEREOF, TrustCo, the Bank and the Executive have caused this Amendment
to be executed as of this 17th day of
March, 2009.
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TRUSTCO
BANK CORP NY
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By:
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/s/ Xxxxxx X. XxXxxxxxx
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TRUSTCO
BANK
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By:
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/s/ Xxxxxx X. XxXxxxxxx
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AGREEMENT
OF EXECUTIVE
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