EX-10.1






EXHIBIT 10.1




HUDSON VALLEY BANK

AMENDED AND RESTATED

DIRECTORS RETIREMENT PLAN




EFFECTIVE MAY 1, 2004




     This Amended and Restated Directors Retirement Plan (the “Plan”) is adopted by HUDSON VALLEY
BANK (“HVB”), formerly known as HUDSON VALLEY NATIONAL BANK, and is for the benefit of the
Directors of Hudson Valley Bank and all subsidiaries and affiliates thereof, (hereinafter referred
to as “Directors”). It is in recognition of the long and distinguished service they have rendered
to these entities and with the hope of encouraging future outside directors to similarly provide
lengthy and distinguished service as well.



ARTICLE ONE

TYPE OF PLAN




     This Plan is intended to be an unfunded retirement plan for the benefit of the outside
Directors of the above named entities. This Plan replaces and supersedes the Hudson Valley
National Bank Directors Retirement Plan dated November 24, 1987 and the Hudson Valley National Bank
Amended and Restated Directors Retirement Plan dated December 1, 1993.



ARTICLE TWO

EFFECTIVE DATE




     The effective date of the original plan was November 24, 1987 and the effective date of the
amended and restated plan was December 1, 1993 (collectively, the “Original Plans”). This
restatement is effective as of May 1, 2004. The Original Plans are of no further force and effect.



 









 





ARTICLE THREE

ELIGIBILITY




     A. Eligibility is restricted to outside Directors (“Directors”). An “outside director” shall
mean a Director who is not a full-time employee of any entity referred to in this plan.



     B. A Director, in order to be eligible, must accrue two (2) full years of service as a
Director. A “year of service” is determined on a July 1, fiscal year.



     C. The Director must retire, resign, or otherwise relinquish his service as Director to
receive a retirement benefit under the Plan.



ARTICLE FOUR

VESTING




     A. Every Director who satisfies all of the requirements of Section 3 herein shall be eligible
to receive either a pro rata or full retirement benefit on his or her benefit commencement date.



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     B. Pro rata retirement benefits are based on the following vesting schedules:



	 	 	 	 	 
	NO. OF YEARS AS DIRECTORS	 	AMOUNT PAYABLE
	(AS OF JULY 1/st/)	 	RETIREMENT AGE
	 
	 	 
	2 years but less than 3 years
	 	 	5	%
	 
	3 years but less than 4 years
	 	 	10	%
	 
	4 years but less than 5 years
	 	 	17.50	%
	 
	5 years but less than 6 years
	 	 	25	%
	 
	6 years but less than 7 years
	 	 	32.50	%
	 
	7 years but less than 8 years
	 	 	40.00	%
	 
	8 years but less than 9 years
	 	 	47.50	%
	 
	9 years but less than 10 years
	 	 	55	%
	 
	10 years but less than 11 years
	 	 	62.50	%
	 
	11 years but less than 12 years
	 	 	70	%
	 
	12 years but less than 13 years
	 	 	77.50	%
	 
	13 years but less than 14 years
	 	 	85	%
	 
	14 years but less than 15 years
	 	 	92.50	%
	 
	15 or more years
	 	 	100	%
	 





ARTICLE FIVE

FORFEITURE




     Section 4 of this plan notwithstanding, a Director who has become vested under Section 4 shall
forfeit all benefits hereunder if he or she has engaged in any gross misconduct or criminal
activity as a Director.



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ARTICLE SIX

RETIREMENT BENEFITS




     Each Director shall receive an annual retirement benefit payable in monthly installments. The
calculation of the amount to be paid shall be the highest Basic Fees (as hereinafter defined) paid
to the Director in any one (1) of the three (3) prior years to the Director’s retirement. The term
“Basic Fees”, as used herein, shall mean fees paid for attendance at all board meetings, fees paid
for all committee meetings or sub-committees of the entities of their ultimate parent corporation,
the Hudson Valley Holding Corp. (the “Holding Corp.”). It shall exclude all other fees, including
Directors stipends, special stipends for selected committee chairman, all reimbursed expenses and
all fees paid for acting as Vice Chairman or Chairman of the Board of Hudson Valley Bank, the
Holding Corp., and all other entities as may be covered by this agreement from time to time.



ARTICLE SEVEN

BENEFIT COMMENCEMENT DATE




     A Director shall begin to receive benefits under the plan on the first day of the month after
he or she retires, resigns, or otherwise relinquishes his or her place as a Director.



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ARTICLE EIGHT

FORM OF BENEFIT




     Each Director shall receive a monthly benefit, payable as follows: Directors receive credit
towards pension benefits equal to six (6) months for each year of service (subject to vesting and
minimum age criteria) up to a maximum of 120 months (10 years), payable to the Director during his
life, and on his or her death prior to receiving payments for such period, to the spouse of such
Director, if such Director is married, and to his or her estate, if such Director is unmarried, for
the remainder of such period.



ARTICLE NINE

DEATH PRIOR TO BENEFIT COMMENCEMENT DATE




     If such Director who is vested in his or her retirement benefit dies prior to his or her
benefit commencement date, he or she will be deemed to have retired on the day before his or her
death, and his or her spouse or estate will receive benefits in accordance with Articles “Four”
through “Eight” hereof.



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ARTICLE TEN

ASSIGNMENT




     No retirement benefit under the plan shall be subject in any manner to alienation,
anticipation, encumbrance, sale, assignment, transfer, pledge, charge or hypothecation, whether
voluntary or involuntary, and any attempt to alienate, anticipate, encumber, sell, assign,
transfer, pledge, charge or hypothecate shall be null and void and shall be disregarded by Hudson
Valley Bank, which shall continue to discharge its obligations hereunder as though no such
assignment had been made.



ARTICLE ELEVEN

FUNDING




     The plan is intended to be an unfunded arrangement. Nothing contained in the plan and no
action taken pursuant to the provision of this plan shall create or be construed to create a trust
of any kind, or a fiduciary relationship between Hudson Valley Bank and any Director, his or her
spouse, or his or her estate.



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ARTICLE TWELVE

RIGHTS OF DIRECTORS




     Any retirement benefits payable hereunder shall represent only an unsecured contractual
obligation on the part of Hudson Valley Bank to pay the amounts described herein. No person,
including the Director, his or her spouse, or his or her estate, shall have, by virtue of the terms
of this plan, any interest in such amounts. The extent that any person acquires a right to secure
payments from Hudson Valley Bank under this plan, such right shall not be greater than the right of
any unsecured general creditor of Hudson Valley Bank. If Hudson Valley Bank elects to satisfy its
obligations hereunder through the purchase of an annuity certificate, neither the Director, his or
her spouse, nor his or her estate, shall have any rights whatsoever in the annuity certificate.
Hudson Valley Bank shall be the sole owner and beneficiary thereof and may exercise all incidents
of ownership therein.



ARTICLE THIRTEEN

AMENDMENT




     Hudson Valley Bank, through its Board of Directors, reserves the right to amend this plan, or
to terminate the plan, at any time, except that all benefits in pay status shall be continued.



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ARTICLE FOURTEEN

ADMINISTRATION




     The Executive Committee, or the Board of Directors itself of HVB or, if there is no such
committee, the Board of Directors, shall administer the plan. No members of such committee, while
serving as a committee member, shall be eligible to receive any retirement benefit under the plan,
but such Director will accrue years of service. Decisions and determinations by the committee
shall be final and binding upon all parties. The committee shall have the authority to interpret
the plan, to adopt and revise rules and regulations relating to the plan, and to make any other
determinations which it believes necessary or advisable for the administration of the plan.



ARTICLE FIFTEEN

MANDATORY RETIREMENT DATE




     Mandatory retirement age for Directors of the entities shall be seventy-five (75) years of
age. However, upon request, the Board may grant year to year extensions until the Director reaches
age eighty (80), at which time they must retire on their eightieth (80th)
birthday.



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ARTICLE SIXTEEN

LEGAL INCAPACITY




     Whenever, in the committee’s opinion, a person entitled to receive any retirement benefit
hereunder is under a legal disability or is incapacitated in any way as to be unable to manage the
person’s financial affairs, the committee may direct that payment be made to such person’s legal
representative or guardian or to a friend of relative of such person for such person’s benefit, or
the committee may direct that application of the payment for the benefit of such person in any
manner as the committee considers advisable. Any payment of a retirement benefit in accordance
with the provision of this Article 16 shall be complete discharge of any liability for the making
of such payment under the provisions of the plan.



ARTICLE SEVENTEEN

GOVERNING LAW




     This plan shall be construed in accordance with the laws of the State of New York, except to
the extent (if any) pre-empted by federal law.



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     The foregoing constitutes the entire Agreement known the HUDSON VALLEY BANK DIRECTORS
RETIREMENT PLAN.



DIRECTORS OF HUDSON VALLEY BANK AS OF MAY 1, 2004




	 	 	 
	 

	 	 
	 

	 	WILLIAM E. GRIFFIN, Chairman of the Board
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	JAMES J. LANDY, President and CEO
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	STEPHEN R. BROWN
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	JAMES M. COOGAN
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	GREGORY F. HOLCOMBE
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	ANGELO R. MARTINELLI
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	WILLIAM J. MULROW
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	JOHN A. PRATT JR.
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	CECILE D. SINGER
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	CRAIG S. THOMPSON






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AMENDMENT TO THE HUDSON VALLEY BANK AMENDED AND
 RESTATED DIRECTORS RETIREMENT PLAN




     THIS AMENDMENT (the “Amendment”), having an effective date of December 31, 2008 (the
“Effective Date”), is hereby made by the Board of Directors of Hudson Valley Bank (each, a
“Director” and collectively the “Directors”).



WITNESSETH:




     WHEREAS, Hudson Valley Bank has heretofore adopted the Hudson Valley Bank Amended and Restated
Directors Retirement Plan (the “Plan”), a copy of which Plan is attached hereto as Exhibit A; and



     WHEREAS, Article Thirteen of the Plan provides that Hudson Valley Bank, through its Directors,
reserves the right to amend the Plan or to terminate the Plan, at any time; and



     WHEREAS, the Directors hereby desire to amend certain provisions of the Plan; and



     NOW, THEREFORE, in consideration of the premises, it is mutually understood and agreed that
the Plan shall be amended as follows:



     A. Retirement benefits due a Director under the Plan, if any, shall be frozen as of December
31, 2008. Therefore, retirement benefits have been determined pursuant to the terms of the Plan as
though a Director has retired, resigned or otherwise relinquished his or her place as a Director
effective December 31, 2008. This retirement benefit, as determined, shall be paid to a Director
pursuant to the terms of Article Seven of the Plan. Any Director who has not attained vested status
as of December 31, 2008 will not be eligible to receive any retirement benefits under the Plan.



     B. Pursuant to the terms of the by laws of Hudson Valley Bank, no Director shall serve beyond
the end of the calendar year of his or her eightieth (80th) birthday unless a one (1)
year extension is approved by a two-thirds vote of the entire Board of Directors of Hudson Valley
Bank (the “Board”), excluding, however, (i) the vote of the Director being considered for an
extension, and (ii) the votes of those Directors on the Board whose age is eighty (80) or greater.



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     All other terms and conditions of the Plan, except as modified herein, shall remain in full
force and effect.



     IN WITNESS WHEREOF, the Directors of Hudson Valley Bank have executed this Amendment this ___
day of March, 2009.



	 	 	 
	 

	 	 
	 

	 	WILLIAM E. GRIFFIN, Chairman of the Board
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	JAMES J. LANDY, President and CEO
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	STEPHEN R. BROWN
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	JAMES M. COOGAN
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	GREGORY F. HOLCOMBE
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	ANGELO R. MARTINELLI
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	WILLIAM J. MULROW
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	JOHN A. PRATT JR.
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	CECILE D. SINGER
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	CRAIG S. THOMPSON
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	MICHAEL P. MALONEY
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	ADAM IFSHIN
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	MARY JANE FOSTER







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