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