Description of Director Fee Arrangement for NBT Bancorp Outside Directors (2007)

Summary

This document outlines the compensation structure for outside directors of NBT Bancorp for the 2007 fiscal year. It details the annual retainers, meeting fees, stock awards, and stock options provided to both members and the Chairman for attending board and committee meetings, including telephonic and special meetings. The Chairman receives higher compensation, except for certain committees where independence requirements are not met. The arrangement specifies both cash and stock-based compensation, with amounts varying by role and meeting type.

EX-10.27 3 ex10_27.htm EXHIBIT 10.27 Exhibit 10.27

Exhibit 10.27

Description of Arrangement for Directors Fees

Except as set forth below, the following sets forth the amount of fees payable to outside directors of NBT Bancorp for their services as Directors in fiscal year 2007:

Event
 
Fee
 
 
 
Annual retainer
 
Cash (Member) - $5,000
Restricted Stock (Member) - $10,000
Restricted Stock (Chairman) - $50,000
Deferred common stock (Member) - 400 shares
Deferred common stock (Chairman) - 600 shares
 
 
 
Board meeting attended
 
Cash (Member) - $900 per meeting
Cash (Chairman) - $1,000 per meeting
 
 
 
Telephonic board meeting
 
Cash (Member) - $900 per meeting
Cash (Chairman) - $1,000 per meeting
 
 
 
Committee meeting attended
 
Cash (Member) - $600 per meeting
Cash (Chairman) - $900 per meeting
 
 
 
Telephonic committee meeting
 
Cash (Member) - $600 per meeting
Cash (Chairman) - $900 per meeting
 
 
 
Common stock options
 
Member - 1,000 shares multiplied by the number of board meetings attended in the prior year and divided by the number of meetings held in the prior year.
 
Chairman - 5,000 shares multiplied by the number of board meetings attended in the prior year and divided by the number of meetings held in the prior year.
 
 
 
Special meeting held with committee member representative at the request of management for the purpose of discussing board related matters.
 
$900 per meeting


The Chairman of the Board receives $1,000 for each board and committee meeting attended except for Compensation & Benefits Committee, Risk Management Committee and the Nominating, Organization & Board Affairs Committee for which the Chairman currently fails to meet “Director Independence” requirements identified under applicable sections of NASDAQ Corporate Governance Rules.