Exhibit 10(b)

  

   

  

  
    2019

     

    Restricted Stock Unit Award Agreement

     under the

    TrustCo Bank Corp NY 2019 Equity Incentive Plan

    

    

    This Restricted Stock Unit Award Agreement (this “Agreement”) under the TrustCo Bank Corp NY 2019 Equity Incentive Plan (the “Plan”), dated as of the Grant Date set forth below, is made between TrustCo Bank Corp NY (the “Company”) and the Participant set forth below.

     

    The Award granted in this Agreement is contingent on the Participant agreeing to be bound by all of the terms and conditions of
      the Plan and this Agreement by signing and returning this Agreement to the Company on or before the close of business on the second business day after November 19, 2019 (that is, November 21, 2019).  If the Participant fails to return a signed copy
      of this Agreement to the Company on or before such date, this Award will be deemed to be voided and withdrawn and, as such, of no force or effect.

     

    1. Grant. Subject to the provisions of this Agreement and the provisions of the Plan, the Company hereby grants to the Participant an award (the “Award”) of the number of Restricted
        Stock Units set forth in paragraph 2. Each Restricted Stock Unit shall represent the right to receive upon settlement an amount of cash equal to the Fair
      Market Value of one share of Common Stock.

     

    2. Award Summary

     

    
      	 	
              Participant

            	 	
              [Officer]

            
	 	 	 	 
	 	
              Grant Date

            	 	
              November 19, 2019

            
	 	 	 	 
	 	
              Number of Restricted Stock Units:

            	 	 
	 	 	 	 
	 	
              Period of Restriction (Lapse Date):

            	 	 
	 	 	 	 
	 	
              November 19, 2020

            	 	 
	 	 	 	 
	 	
              November 19, 2021

            	 	 
	 	 	 	 
	 	
              November 19, 2022

            	 	 
	 	 	 	 


    

    

    

    With respect to outstanding unvested Awards under the Plan granted pursuant hereto, there shall be no automatic vesting of such Awards solely upon a
      Change-in-Control.  The payment of awards shall otherwise be governed by the terms of the Plan.

     

    3. Period
          of Restriction. The Award of Restricted Stock Units described in this Agreement shall be subject to the Period of Restriction as set forth in Paragraph 2; for purposes of this Agreement, “Period of Restriction” means the period of time after which the Award shall be deemed “vested” and settled in cash as provided in the Plan
        and this Agreement. The Restricted Stock Units awarded hereunder, and all rights with respect to such Restricted Stock Units, may not
        be sold, transferred, pledged, assigned or otherwise alienated or hypothecated.

     

      

    
      
        


    

    
    4. Rights as a Shareholder. The Participant shall have no voting rights, and no rights to dividends or other distributions, with respect to any Restricted Stock Units

     

    5. Separation from Service.

     

    (a) In the event of Participant’s
        Separation from Service because of death or Disability during the Period of Restriction, the Period of Restriction applicable to the Restricted Stock Units shall automatically terminate (that is, the Restricted Stock Units shall “vest”) upon such
        Separation from Service.

     

    (b) In the event of a Participant’s
        Separation from Service during the Period of Restriction for any reason other than those set forth in Paragraph 5(a) above, then any Restricted Stock Units still
        subject to the Period of Restriction at the date of such Separation from Service automatically shall be forfeited and returned to the Company.

     

    6. Settlement of Restricted Stock Units. Subject to the other provisions
      of the Plan, after the Lapse Date of the Period of Restriction as set forth in Paragraph 2, such Restricted Stock Units shall be settled as follows:

     

    (a) Normal Settlement. Except in the event of (i) a Participant’s Separation from Service during the Period of Restriction because of death or Disability or (ii) a Change-in-Control that occurs prior to the Lapse Date, the



      Restricted Stock Units shall be settled in cash no later than the 60th day after the Lapse Date. On such date, the Company shall pay to the Participant, in a lump sum, a
      cash amount equal to the aggregate value of the Restricted Stock Units based upon the Fair Market Value of the Common Stock on the Lapse Date.

     

    (b) Settlement after Death or Disability. In the event of a Participant’s Separation from Service during the Period of Restriction because of death or Disability, the Restricted Stock Units shall be settled
      in cash no later than the 60th day after the date of Separation from Service. On such date, the Company shall pay to the Participant, in a lump sum, a cash amount equal
      to the value of the Restricted Stock Units based upon the Fair Market Value of the Common Stock on date of Separation from Service.

     

    (c) Settlement upon Qualified Change-in-Control. Subject to the other provisions of the Plan, including without limitation Section 15 thereof, in the event of a Qualified Change-in-Control, the Restricted Stock Units shall be settled in accordance with the provisions of
      the Plan. 

     

    (d) 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.

     

    7. No Right to Continued Employment. Neither the Award 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 any termination of the restrictions on the Restricted Stock Units awarded herein is earned
      only by continuing as an employee of the Company or an affiliate at the will of the Company or such affiliate, or satisfaction of any other applicable terms and conditions contained in the Plan and this Agreement, and not through the act of being
      hired or being granted the 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 regulations as may from time to time be adopted by the Committee. Unless defined herein, capitalized terms are as defined in the Plan. 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.

     

    9. Compliance with Laws and Regulations.
      The award of Restricted Stock Units 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.

     

    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.

     

    11. Other Plans. The Participant acknowledges that any income derived from the Restricted Stock Units shall not affect the Participant’s participation in, or benefits under, any other benefit plan or other contract or arrangement maintained
        by the Company or any affiliate of the Company.

     

    
      12. Recovery of Incentive Compensation. This Award of Restricted Stock
        Units and any cash or other compensation received by Participant pursuant to this award that constitutes incentive-based compensation may be subject to recovery
        by the Company under any compensation recovery, recoupment or clawback policy that the Company may adopt from time to time, including without limitation any policy that the Company may be 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. Participant shall promptly return any such incentive-based compensation that the Company determines it is required to recover from 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.

     

    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. Participants hereby agrees to the exclusive jurisdiction and venue of the federal or state courts of New York, to resolve any and all issues that may arise out of or relate to the Plan or any related Award Agreement.

     

    
      
        	
                 

              	
                

                

              	 	
                TrustCo Bank Corp NY

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	By:	 	
                 

              	
                 

              
	
                 

              	

              	Robert J. McCormick	
                 

              
	 	 	President and CEO	 


      

    

     

    

    	
            Accepted and agreed to:

          	 
	 	 
	
            Name: [Officer]

          	
            

            

          
	 	 


    	
            Date:

          	 	 


    

    

     

  

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