Item 5 – OTHER INFORMATION
−Removed: On August 5, 2021, NBT entered into an employment agreement with Scott A.
−Removed: Kingsley, Executive Vice President and Chief Financial Officer of NBT (the “Employment Agreement”).
−Removed: The Employment Agreement will terminate upon the earlier occurrence of the executive’s death, “disability,” discharge for “cause,” resignation, termination “without cause” (as such terms are defined in the Employment Agreement), or January 1, 2023.
−Removed: On December 31, 2022 and on each December 31 thereafter, the term of the Employment Agreement will automatically extend for one additional year unless either NBT or Mr.
−Removed: Kingsley provides timely, prior notice of non-renewal.
−Removed: Kingsley’s annual base salary will be $500,000 and will be subject to annual adjustments, but in no case will his salary be less than $500,000.
−Removed: In addition to an annual base salary, the Employment Agreement provides that Mr.
−Removed: Kingsley will be eligible to be considered for a performance bonus commensurate with his title and salary grade in accordance with the compensation policies of NBT and provides for the ability to participate in stock benefit plans, employee benefit plans, and other fringe benefits applicable to executive personnel, including, without limitation, use of an NBT provided car and country club membership paid by NBT.
−Removed: Kingsley is also eligible to receive an annual contribution to his deferred compensation account in an amount determined by the Board of Directors of NBT in its sole discretion.
−Removed: The Employment Agreement also (i) sets forth Mr.
−Removed: Kingsley’s right to severance payments and/or benefits upon his termination of employment and (ii) contains customary non-competition and non-solicitation covenants that apply during the term and until the second anniversary of the expiration or termination of Mr.
−Removed: Kingsley’s employment.
−Removed: The foregoing description of the Employment Agreement is not complete and is qualified in its entirety by reference to the Employment Agreement, a copy of which is filed as Exhibit 10.1 hereto and the terms of which are incorporated herein by reference.
Item 6 – EXHIBITS
Restated Certificate of Incorporation of NBT Bancorp Inc.
−Removed: as amended through July 1, 2015 (filed as Exhibit 3.1 to Registrant’s Form 10-Q, filed on August 10, 2015 and incorporated herein by reference).
+Added: amended through July 1, 2015 (filed as Exhibit 3.1 to Registrant’s Form 10-Q, filed on August 10, 2015 and incorporated herein by reference).
Amended and Restated Bylaws of NBT Bancorp Inc.
−Removed: effective May 22, 2018 (filed as Exhibit 3.1 to Registrant’s Form 8-K, filed on May 23, 2018 and incorporated herein by reference).
−Removed: Certificate of Designation of the Series A Junior Participating Preferred Stock (filed as Exhibit A to Exhibit 4.1 of the Registrant’s Form 8-K, filed on November 18, 2004 and incorporated herein by reference).
−Removed: Employment Agreement, dated August 5, 2021 by and between NBT Bancorp Inc.
+Added: effective May 22,
+Added: 2018 (filed as Exhibit 3.1 to Registrant’s Form 8-K, filed on May 23, 2018 and incorporated herein by reference).
+Added: Certificate of Designation of the Series A Junior Participating
+Added: Preferred Stock (filed as Exhibit A to Exhibit 4.1 of the Registrant’s Form 8-K, filed on November 18, 2004 and incorporated herein by reference).
+Added: Employment Agreement, dated August 5, 2021,
+Added: by and between NBT Bancorp, Inc.
+Added: Kingsley (filed as Exhibit 10.1 to Registrant’s Form 10-Q filed on August 6, 2021 and incorporated herein by reference).
Certification by the Chief Executive Officer pursuant to Rules 13(a)-14(a)/15(d)-14(e) of the Securities and Exchange Act of 1934.
4 unchanged sentences
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
+Added: Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline
+Added: XBRL document).
Inline XBRL Taxonomy Extension Schema Document.
4 unchanged sentences
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, this 6th day of August 2021.
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed
+Added: on its behalf by the undersigned thereunto duly authorized, this 9th day of November 2021.
NBT BANCORP INC.
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.