surviving corporation or pursuant to which voting securities would be converted into cash,
securities, or other property, other than a merger of the Company in which the holders of voting securities immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the
merger, or (b) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all, or substantially all of the assets of the Company, provided that any such consolidation, merger, sale, lease, exchange or
other transfer consummated at the insistence of an appropriate banking regulatory agency shall not constitute a change in control of the Company; or (4) the stockholders of the Company approve the Company’s liquidation or dissolution.
Treatment of Equity Awards upon Certain Terminations and in Connection
with a Change in Control
Restricted stock unit retention awards become 100% vested upon death, disability, retirement
and termination without cause or by the executive for good reason. Performance-based restricted stock units become 100% vested in the event of death, disability or termination without cause or by executive for good reason after the end of the
performance period. If service terminates prior to the end of the performance period for retirement, termination without cause or by the executive for good reason, then the percentage of shares will vest equal to the number of months of the
performance period prior to termination of service divided by twelve. Shares will be delivered within 60 days after the date performance factors are deemed achieved. Long-term incentive plan awards become 100% vested upon termination of service
due to death or disability.
In the event of a corporate transaction or change in control as defined in the equity award
agreement, (1) all outstanding restricted stock and restricted stock units shall be deemed to have vested, and all shares of common stock and/or cash subject to such awards will be delivered, and (2) at the Board’s discretion restricted stock
units will be terminated and cashed out or redeemed for securities of equivalent value. If termination occurs for any other reason than specified previously, then unvested shares are forfeited.
Compensation Committee Interlocks and
Insider Participation
The members of the Compensation and Benefits Committee are: Timothy E. Delaney (Chair), J.
David Brown, Heidi M. Hoeller, Andrew S. Kowalczyk III, and Matthew J. Salanger. There are no interlocking relationships involving Compensation and Benefits Committee members or NEOs of the Company that require disclosure in this Proxy Statement
under the Exchange Act, or the rules promulgated by the SEC thereunder.
NBT Bank has made loans to members of the Compensation and Benefits Committee. All such
loans were made in the ordinary course of business, on substantially the same terms, including interest rates and collateral where applicable, as those prevailing at the time for comparable transactions with borrowers who are not related to NBT
Bank, and did not involve more than normal risk of collectability or present other unfavorable features.
Certain Relationships and Related Party
Transactions
NBT Bank has made loans to directors and executive officers in the ordinary course of
business, on substantially the same terms, including interest rates and collateral where applicable, as those prevailing at the time for comparable transactions with borrowers who are not related to NBT Bank, and did not involve more than normal
risk of collectability or present other unfavorable features.
During the period from January 1, 2022 through December 31, 2022, NBT Insurance Agency, LLC
received $1,690,117 in commissions from New York Central Mutual Fire Insurance Company, of which Director V. Daniel Robinson II is the Chairman of the Board.
Policies and Procedures Regarding
Transactions with Related Persons
Pursuant to its Charter, the Audit Committee is responsible for reviewing potential conflict
of interest situations. Pursuant to the Company’s Code of Business Conduct and Ethics, any transactions between the Company and a director, employee, or an immediate family member must adhere to the requirements set forth in Regulation
O promulgated by the Board of Governors of the Federal Reserve System. The Company’s Loan Policy Manual covers Regulation O and states that no extension of credit or commitment to extend credit may be made to an insider unless it is made on
substantially the same terms and conditions, including interest rates and collateral, as other comparable
