As filed with the Securities and Exchange Commission on
July 31, 1996
Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CODORUS VALLEY BANCORP, INC.
(Exact name of Registrant as specified in its charter)
Pennsylvania 23-2428543
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Manchester Street, P.O. Box 67 17327
Glen Rock, Pennsylvania (Zip Code)
(Address of Principal Executive Offices)
CODORUS VALLEY BANCORP, INC.
1996 STOCK INCENTIVE PLAN
(Full title of the plan)
Larry J. Miller, President Copies To:
CODORUS VALLEY BANCORP, INC. Nicholas Bybel, Jr., Esquire
One Manchester Street, P.O. Box 67 Robin M. Wilder, Esquire
Glen Rock, Pennsylvania 17327 Shumaker Williams, P.C.
(717) 235-6871 Post Office Box 88
- ----------------------------------- Harrisburg, Pennsylvania 17108
(Name, address, including zip code, (717) 763-1121
and telephone number, including
area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Each Class Amount Proposed
of Securities to to be Maximum Offering
be Registered Registered<F1> Price Per
Share<F2>
<S> <C> <C>
Common Stock
$2.50 par value 50,000 $28.25
<CAPTION>
Title of Each Class Proposed Amount
of Securities to Maximum Aggregate of Registration
be Registered Offering Price <F2> Fee
<S> <C> <C>
Common Stock
$2.50 par value $1,412,500 $487.07
<FN>
<F1> Based on the maximum number of shares of Codorus Valley
Bancorp, Inc. common stock, par value $2.50 per share
("Common Stock") authorized for issuance under the
Codorus Valley Bancorp, Inc. 1996 Stock Incentive Plan
(the "Plan").
<F2> Estimated pursuant to Rule 457(c) and (h)(1) solely for
the purpose of calculating the amount of the
registration fee based upon the average of the closing
bid and asked prices of the Common Stock on July 29,
1996, with respect to the 50,000 shares of Common Stock
issuable under the Plan.
</FN>
</TABLE>
<PAGE>
TO PARTICIPANTS IN THE CODORUS VALLEY BANCORP, INC.
1996 STOCK INCENTIVE PLAN
Codorus Valley Bancorp, Inc. (the "Company") has filed a
registration statement concerning its shares of common stock,
$2.50 par value ("Common Stock") that may, from time to time, be
issued pursuant to the Codorus Valley Bancorp, Inc. 1996 Stock
Incentive Plan (the "Plan"). The Prospectus deemed to form a
part of the registration statement consists of certain documents
and explanatory memoranda regarding the Plan. Also deemed to
comprise part of the Prospectus, are the following documents,
each of which is specifically incorporated by reference into the
registration statement and each of which is on file with the
United States Securities and Exchange Commission ("SEC")
(Periodic Report File No. 0-15536):
(a) the Company's annual report on Form 10-K for the
year ended December 31, 1995;
(b) the Company's Current Report on Form 8-K filed on
March 25, 1996;
(c) the Company's quarterly report on Form 10-Q for
the quarter ended March 31, 1996; and
(d) the description of the Company's Common Stock
which appears starting at page 27 through page 32 of the
Company's Prospectus filed on November 18, 1986, which forms a
part of the Company's Registration Statement on Form S-4
(Registration No. 33-10257), the Company's Current Report on Form
8-K filed on July 11, 1990, and the Company's Current Report on
Form 8-K filed on December 4, 1995.
All documents filed with the SEC by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 after the date of the Prospectus and prior to the
termination of the offering made hereby shall be deemed to be
incorporated by reference in the Prospectus and to be a part
thereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for purposes of the Prospectus to the extent that a statement
contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of the Prospectus.
The Company will provide without charge to each Plan
participant who so requests, a copy of any or all of the
documents mentioned above as well as all documentation relating
to the Plan required to be delivered to Plan participants
pursuant to the rules adopted under the Securities Act of 1933.
Requests for such copies should be addressed orally or in writing
to:
Attention: Corporate Secretary
Codorus Valley Bancorp, Inc.
P. O. Box 67
One Manchester Street
Glen Rock, Pennsylvania 17327
(717) 235-6871
July 31, 1996
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in
this registration statement the following documents filed by the
Company with the Commission (Periodic Report File No. 0-15536):
(a) Annual Report on Form 10-K for the year ended
December 31, 1995;
(b) The Company's Current Report on Form 8-K filed
on March 25, 1996;
(c) The Company's quarterly report on Form 10-Q for
the quarter ended March 31, 1996; and
(d) The description of the Company's Common Stock
which appears starting at page 27 through page 32 of the
Company's Prospectus filed on November 18, 1986, which forms a
part of the Company's Registration Statement on Form S-4
(Registration No. 33-10257), the Company's Current Report on Form
8-K filed on July 11, 1990, and the Company's Current Report on
Form 8-K filed on December 4, 1995.
All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, and prior to the
termination of the offering made hereby shall be deemed to be
incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified
or superseded for purposes of the Prospectus to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
registration statement.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in
Items 1 and 2 of Part I of Form S-8 will be sent or given to plan
participants as specified in Rule 428(b)(1) and, in accordance
with the instructions to Part I of Form S-8, are not filed with
the Securities and Exchange Commission as part of this
registration statement.
ITEM 4. DESCRIPTION OF SECURITIES
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
11-1
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Subchapter D of Chapter 17 of the Pennsylvania Business
Corporation Law of 1988, as amended (the "BCL"), (15 Pa. C.S.A.
Sections 1741-1750) provides that a business corporation shall
have the power under certain circumstances to indemnify
directors, officers, employees and agents against certain
expenses incurred by them in connection with any threatened,
pending or completed action, suit or proceeding.
Section 1721 of the BCL (relating to the Board of Directors)
declares that unless otherwise provided by statute or in a by-law
adopted by the shareholders, all powers enumerated in Section
1502 (relating to general powers) and elsewhere in the BCL or
otherwise vested by law in a business corporation shall be
exercised by or under the authority of, and the business and
affairs of every business corporation shall be managed under the
direction of, a board of directors. If any such provision is
made in the by-laws, the powers and duties conferred or imposed
upon the board of directors under the BCL shall be exercised or
performed to such extent and by such person or persons as shall
be provided in the by-laws.
Section 1712 of the BCL provides that a director shall stand
in a fiduciary relation to the corporation and shall perform his
duties as a director, including his duties as a member of any
committee of the board upon which he may serve, in good faith, in
a manner he reasonably believes to be in the best interests of
the corporation and with such care, including reasonable inquiry,
skill and diligence, as a person of ordinary prudence would use
under similar circumstances. In performing his duties, a
director shall be entitled to rely in good faith on information,
opinions, reports or statements, including financial statements
and other financial data, in each case prepared or presented by
any of the following:
(1) one or more officers or employees of the corporation
whom the director reasonably believes to be reliable and
competent in the matters presented;
(2) counsel, public accountants or other persons as to
matters which the director reasonably believes to be within the
professional or expert competence of such person; or
(3) a committee of the board upon which he does not
serve, duly designated in accordance with law, as to matters
within its designated authority, which committee the director
reasonably believes to merit confidence.
A director shall not be considered to be acting in good faith, if
he has knowledge concerning the matter in question that would
cause his reliance to be unwarranted.
Section 1716 also states that in discharging the duties of
their respective positions, the board of directors, committees of
the board and individual directors may, in considering the best
interests of the corporation, consider the effects of any action
upon employees, upon suppliers and customers of the corporation
and upon communities in which offices or other establishments of
the corporation are located, and all other pertinent factors.
The consideration of those factors shall not constitute a
violation of Section 1712. In addition, absent breach of
fiduciary duty, lack
II-2
<PAGE>
of good faith or self-dealing, actions taken as a director or any
failure to take any action shall be presumed to be in the best
interests of the corporation.
Moreover, Section 1713 addresses the personal liability of
directors and states that if a by-law adopted by the shareholders
so provides, a director shall not be personally liable, as such,
for monetary damages for any action taken, or any failure to take
any action, unless:
(1) the director has breached or failed to perform the
duties of his office under this section; and
(2) the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness.
The provisions discussed above shall not apply to:
(1) the responsibility or liability of a director
pursuant to any criminal statute; or
(2) the liability of a director for the payment of taxes
pursuant to local, state or federal law.
Finally, Section 1714 states that a director of a
corporation who is present at a meeting of its board of
directors, or of a committee of the board, at which action on any
corporate matter is taken shall be presumed to have assented to
the action taken unless his dissent is entered in the minutes of
the meeting or unless he files his written dissent to the action
with the secretary of the meeting before the adjournment thereof
or transmits the dissent in writing to the secretary of the
corporation immediately after the adjournment of the meeting.
The right to dissent shall not apply to a director who voted in
favor of the action. Nothing in this Section 1721 shall bar a
director from asserting that minutes of the meeting incorrectly
omitted his dissent if, promptly upon receipt of a copy of such
minutes, he notified the secretary, in writing, of the asserted
omission or inaccuracy.
Section 1741 of the BCL (relating to third party actions)
provides that unless otherwise restricted in its by-laws, a
business corporation shall have the power to indemnify any person
who was or is a party, or is threatened to be made a party to any
threatened, pending or completed action or proceeding, whether
civil, criminal, administrative or investigative (other than an
action by or in the right of the corporation), by reason of the
fact that such person is or was a representative of the
corporation, or is or was serving at the request of the
corporation as a representative of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection
with the action or proceeding if such person acted in good faith
and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the corporation, and, with respect to
any criminal proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action or
proceeding by judgment, order, settlement or conviction or upon a
plea of nolo contendere or its equivalent shall not of itself
create a presumption that the person did not act in good faith
and in a manner that he reasonably believed to be in, or not
opposed
II-3
<PAGE>
to, the best interests of the corporation, and with respect to
any criminal proceeding, had reasonable cause to believe that his
conduct was not unlawful.
Section 1742 of the BCL (relating to derivative actions)
provides that unless otherwise restricted in its by-laws, a
business corporation shall have the power to indemnify any person
who was or is a party, or is threatened to be made a party, to
any threatened, pending or completed action by or in the right of
the corporation to procure a judgment in its favor by reason of
the fact that such person is or was a representative of the
corporation, or is or was serving at the request of the
corporation as a representative of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees) actually and reasonably incurred by such person
in connection with the defense or settlement of the action if
such person acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the
corporation. Indemnification shall not be made under this
section in respect of any claim, issue or matter as to which such
person has been adjudged to be liable to the corporation unless,
and only to the extent that, the court of common pleas of the
judicial district embracing the county in which the registered
office of the corporation is located or the court in which such
action was brought determines upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court of common pleas or
such other court shall deem proper.
Section 1743 of the BCL (relating to mandatory
indemnification) provides for mandatory indemnification of
directors and officers such that to the extent that a
representative of the business corporation has been successful on
the merits or otherwise in defense of any action or proceeding
referred to in Sections 1741 (relating to third party actions) or
1742 (relating to derivative actions), or in defense of any
claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
Section 1744 of the BCL (relating to procedure for
effecting indemnification) provides the procedure for effecting
indemnification. Under this section unless ordered by a court,
any indemnification under Section 1741 (relating to third party
actions) or 1742 (relating to derivative actions) shall be made
by the business corporation only as authorized in the specific
case upon a determination that indemnification of the
representative is proper in the circumstances because such person
has met the applicable standard of conduct set forth in those
sections. The determination shall be made:
(1) by the Board of Directors by a majority vote of a
quorum consisting of directors who were not parties to the action
or proceeding;
(2) if such quorum is not obtainable, or, if obtainable
and a majority vote of a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion; or
(3) by the shareholders.
II-4
<PAGE>
Section 1745 of the BCL (relating to advancing expenses)
provides that expenses (including attorneys' fees) incurred in
defending any action or proceeding referred to above may be paid
by the business corporation in advance of the final disposition
of the action or proceeding upon receipt of an undertaking by or
on behalf of the representative to repay such amount if it is
ultimately determined that such person is not entitled to be
indemnified by the corporation as authorized by the BCL or
otherwise.
Section 1746 of the BCL (relating to supplementary coverage)
provides that the indemnification and advancement of expenses
provided by or granted pursuant to the other sections of the BCL
shall not be deemed exclusive of any other rights to which a
person seeking indemnification or advancement of expenses may be
entitled under any other by-law, agreement, vote of shareholders
or disinterested directors or otherwise, both as to action in
such person's official capacity and as to action in another
capacity while holding such office.
Section 1746 of the BCL also provides that indemnification
referred to above shall not be made in any case where the act or
failure to act giving rise to the claim for indemnification is
determined by a court to have constituted willful misconduct or
recklessness.
Section 1746 further declares that indemnification under any
by-law, agreement, vote of shareholders or directors or
otherwise, may be granted for any action taken or any failure to
take any action and may be made whether or not the corporation
would have the power to indemnify the person under any other
provision of law except as provided in this section and whether
or not the indemnified liability arises or arose from any
threatened, pending or completed action by or in the right of the
corporation. Such indemnification is declared to be consistent
with the public policy of the Commonwealth of Pennsylvania.
Section 1747 of the BCL (relating to the power to purchase
insurance) provides that unless otherwise restricted in its
by-laws, a business corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a
representative of the corporation or is or was serving at the
request of the corporation as a representative of another
domestic or foreign corporation for profit or not-for-profit,
partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not
the corporation would have the power to indemnify him against
that liability under the provisions of the BCL. Such insurance
is declared to be consistent with the public policy of the
Commonwealth of Pennsylvania.
Section 1750 of the BCL (relating to duration and extent of
coverage) declares that the indemnification and advancement of
expenses provided by, or granted pursuant to, the BCL shall,
unless otherwise provided when authorized or ratified, continue
as to a person who has ceased to be a representative of the
corporation and shall inure to the benefit of the heirs and
personal representative of that person.
II-5
<PAGE>
Articles 23 and 24 of the By-laws of the Registrant provide
a broad range of indemnification for its officers and directors.
In essence, officers and directors will be indemnified for any
act committed while in the course of their association with the
Registrant provided that the act was in good faith and in a
manner reasonably believed to be in, or not opposed to the best
interest of the Registrant. Officers and directors will be
presumed to be entitled to indemnification, absent branches of
fiduciary duty, lack of good faith or self-dealing and shall be
entitled to indemnification unless their conduct is determined by
a court to have constituted willful misconduct or recklessness.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 (the "1933 Act") may be
permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than
the payment by Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted
by a director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in
the opinion of its counsel the manner has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be
governed by the final adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
ITEMS 8. EXHIBITS
Page Number
in Sequential Numbering
Exhibit No. System
- ----------- ------
4 Codorus Valley Bancorp, Inc.
1996 Stock Incentive Plan (included in Exhibit 99)
5 Opinion of Shumaker Williams, P.C.
23A Consent of Ernst & Young LLP
23B Consent of Shumaker Williams, P.C. (included in
Exhibit 5)
<PAGE>
24 Power of Attorney of Directors and Officers
(included on Signature Page)
99 Codorus Valley Bancorp, Inc.
1996 Stock Incentive Plan
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information
with respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement; provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at the time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
II-7
<PAGE>
(b) The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934, and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934, that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities, other than the payment of the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of
any action suit or proceeding, is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by
the final adjudication of such issue.
II-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized in
the City of Glen Rock, Commonwealth of Pennsylvania on July 23,
1996.
CODORUS VALLEY BANCORP, INC.
By: /s/ Larry J. Miller
--------------------------
Larry J. Miller
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Larry J. Miller
and Jann A. Weaver, and each of them, his true and lawful
attorney-in-fact, as agent with full power of substitution and
resubstitution for him and in his name, place and stead, in any
and all capacity, to sign any or all amendments to this
Registration Statement and to file the same, will all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney
in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done
in and about the premises, as fully and to all intents and
purposes as they might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or
their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
Capacity Date
-------- -----
/s/ Larry J. Miller President and Chief July 23, 1996
- ------------------------- Executive Officer and
Larry J. Miller Director (Principal
Executive Officer)
/s/ Jann A. Weaver Asst. Treasurer July 23, 1996
- ------------------------- and Asst. Secretary
Jann A. Weaver (Principal Financial
and Accounting
Officer)
<PAGE>
/s/ George A. Trout Chairman of the July 23, 1996
- ------------------------- Board and Director
George A. Trout, D.D.S.
/s/ Barry A. Keller Vice Chairman of the July 23, 1996
- ------------------------- Board and Director
Barry A. Keller
/s/ Donald H. Warner Director and July 23, 1996
- ------------------------- Vice President
Donald H. Warner
/s/ Rodney L. Krebs Director and July 23, 1996
- ------------------------- Treasurer
Rodney L. Krebs
/s/ Dallas L. Smith Director and July 23, 1996
- ------------------------- Secretary
Dallas L. Smith
/s/ D. Reed Anderson Director July 23, 1996
- -------------------------
D. Reed Anderson, Esquire
/s/ M. Carol Druck Director July 23, 1996
- -------------------------
M. Carol Druck
/s/ MacGregor S. Jones Director July 23, 1996
- -------------------------
MacGregor S. Jones
II-10
<PAGE>
INDEX TO EXHIBITS
Exhibit No.
- -----------
4 Codorus Valley Bancorp, Inc. 1996 Stock Incentive Plan
(included in Exhibit 99)
5 Opinion of Shumaker Williams, P.C.
23A Consent of Ernst & Young LLP
23B Consent of Shumaker Williams, P.C. (included in Exhibit 5)
24 Power of Attorney (included on signature page herein)
99 Codorus Valley Bancorp, Inc. 1996 Stock Incentive Plan
EXHIBIT 4
CODORUS VALLEY BANCORP, INC.
1996 STOCK INCENTIVE PLAN
(included in Exhibit 99)
EXHIBIT 5
OPINION OF SHUMAKER WILLIAMS, P.C.
<PAGE>
SHUMAKER WILLIAMS, P.C.
3425 Simpson Ferry Road
Camp Hill, Pennsylvania 17011
(717) 763-1121
July 31, 1996
Larry J. Miller, President and CEO
CODORUS VALLEY BANCORP, INC.
One Manchester Street, P.O. Box 67
Glen Rock, Pennsylvania 17327
RE: Codorus Valley Bancorp, Inc. (the "Corporation")
Registration Statement Form S-8
Our File No. 652-96
Dear Mr. Miller:
In connection with the above-referenced registration
statement on Form S-8 pertaining to the Codorus Valley Bancorp,
Inc. 1996 Stock Incentive Plan (the "Plan"), we have acted as
Special Corporate Counsel to the Corporation and have examined
all documents, transactions and questions of law which we deem
necessary and appropriate for purposes of rendering the following
opinion.
Based on our examination, it is our opinion that when the
registration statement on Form S-8 is filed and becomes effective
under the Securities Act of 1933, those shares of $2.50 par value
of common stock of the Corporation issued or distributed
thereunder and paid for in accordance with the terms of the Plan,
will be duly authorized, validly issued, fully-paid and
nonassessable.
We hereby consent to the use of this opinion as an exhibit
to the registration statement on
Form S-8.
SHUMAKER WILLIAMS, P.C.
By /s/ Nicholas Bybel, Jr.
--------------------------
Nicholas Bybel, Jr.
NB/tb:61803
EXHIBIT 23.A
Consent of Ernst & Young, LLP
<PAGE>
Consent of Independent Auditors
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the Codorus
Valley Bancorp, Inc. 1996 Stock Incentive Plan of our report
dated January 11, 1996, with respect to the consolidated
financial statements of Codorus Valley Bancorp, Inc. incorporated
by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1995, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
------------------------
ERNST & YOUNG LLP
Harrisburg, Pennsylvania
July 30, 1996
EXHIBIT 23.B
CONSENT OF SHUMAKER WILLIAMS, P.C.
(included in Exhibit 5)
EXHIBIT 24
POWER OF ATTORNEY
(included on signature page herein)
EXHIBIT 99
CODORUS VALLEY BANCORP, INC. 1996 STOCK INCENTIVE PLAN
<PAGE>
CODORUS VALLEY BANCORP, INC. EXHIBIT A
1996 STOCK INCENTIVE PLAN
1. PURPOSE. The purpose of this Stock Incentive Plan (the
"Plan") is to advance the development, growth and financial
condition of Codorus Valley Bancorp, Inc. (the "Corporation") and
each subsidiary thereof as defined in Section 424 of the Internal
Revenue Code of 1986, as amended (the "Code"), by providing
incentives through participation in the appreciation of capital
stock of the Corporation so as to secure, retain and motivate
personnel who may be responsible for the operation and management
of the affairs of the Corporation and any such subsidiary now or
hereafter existing ("Subsidiary").
2. TERM. The Plan shall become effective as of the date
it is adopted by the Corporation's Board of Directors (the
"Board"), so long as the Corporation's stockholders duly approve
the Plan within twelve (12) months either before or after the
date of the Board's adoption of the Plan. Any and all options
and rights awarded under the Plan ("Awards") before it is so
approved by the Corporation's stockholders shall be conditional
upon and may not be exercised before timely obtainment of such
approval, and shall lapse upon the failure thereof. If the Plan
is so approved, it shall continue in effect until all Awards
either have lapsed or been exercised, satisfied or cancelled
according to their terms under the Plan.
3. STOCK. The shares of stock that may be issued under
the Plan shall not exceed in the aggregate 50,000 shares of the
Corporation's common stock, par value $2.50 per share (the
"Stock"), as may be adjusted pursuant to paragraph 16 hereof.
Such shares of Stock may be either authorized and unissued shares
of Stock, or authorized shares of Stock issued by the Corporation
and subsequently reacquired by it as treasury stock. Under no
circumstance shall any fractional shares of Stock be issued or
sold under the Plan or any Award. Except as may be otherwise
provided in the Plan, any Stock subject to an Award that for any
reason lapses or terminates prior to its exercise as to such
Stock shall become and again be available under the Plan. The
Corporation shall reserve and keep available, and shall duly
apply for any requisite governmental authority to issue or sell
the number of shares of Stock needed to satisfy the requirements
of the Plan while in effect. The Corporation's failure to obtain
any such governmental authority deemed necessary by the
Corporation's legal counsel for the lawful issuance and sale of
Stock under the Plan shall relieve the Corporation of any duty,
or liability for the failure to issue or sell such Stock as to
which such authority has not been obtained.
4. ADMINISTRATION. The Plan shall be administered by a
Committee of the Board of Directors (the "Committee"). The
Committee shall be comprised of all members of the Board of
Directors except for any Director who, during the year prior to
commencing service on the Committee, and while a member of the
Committee was or will be granted or awarded any Awards,
allocations or other options with respect to Stock or any other
capital stock of the Corporation or its affiliates pursuant to
the Plan or any other plan of the Corporation or its affiliates
which provides for discretionary grants or awards. A majority of
the Committee's membership shall constitute a quorum for the
transaction of all business of the Committee, and all decisions
and actions taken by the Committee shall be determined by a
majority of the members of the Committee attending a meeting at
which a quorum of the Committee is present.
The Committee shall be responsible for the management and
operation of the Plan and, subject to its provisions, shall have
full, absolute and final power and authority, exercisable in its
sole discretion: to interpret and construe the provisions of the
Plan, adopt, revise and rescind rules and regulations relating to
the Plan and its administration, and decide all questions of fact
arising in the application thereof; to determine what, to whom,
when and under what facts and circumstances Awards shall be made,
and the form, number, terms, conditions and duration thereof,
including but not limited to when exercisable, the number of
shares of Stock subject thereto, and Stock option purchase
prices; to adopt, revise and rescind procedural rules for the
transaction of the Committee's business, subject to any
directives of the Board not inconsistent with the provisions or
intent of the Plan or applicable provisions of law; and to make
all other determinations and decisions, take all actions and do
all things necessary or appropriate in and for the administration
of the Plan. The Committee's determinations, decisions and
actions under the Plan, including but not limited to those
described above, need not be uniform or consistent, but may be
different and selectively made and applied, even in similar
circumstances and among similarly situated persons.
<PAGE>
Unless contrary to the provisions of the Plan, all decisions,
determinations and actions made or taken by the Committee shall
be final and binding upon the Corporation and all interested
persons, and their heirs, personal and legal representatives,
successors, assigns and beneficiaries. No member of the
Committee or of the Board shall be liable for any decision,
determination or action made or taken in good faith by such
person under or with respect to the Plan or its administration.
5. AWARDS. Awards may be made under the Plan in the form
of: (a) "Qualified Options" to purchase Stock that are intended
to qualify for certain tax treatment as incentive stock options
under Sections 421 and 422 of the Code, or (b) "Non-Qualified
Options" to purchase Stock that are not intended to qualify under
Sections 421-424 of the Code. More than one Award may be granted
to an eligible person, and the grant of any Award shall not
prohibit the grant other Award, either to the same person or
otherwise, or impose any obligation upon the person to whom
granted to exercise the Award. All Awards and the terms and
conditions thereof shall be set forth in written agreements, in
such form and content as approved by the Committee from time to
time, and shall be subject to the provisions of the Plan whether
or not contained in such agreements. Multiple Awards for a
particular person may be set forth in a single written agreement
or in multiple agreements, as determined by the Committee, but in
all cases each agreement for one or more Awards shall identify
each of the Awards thereby represented as a Qualified Option or
Non-Qualified Option, as the case may be. Every Award made to a
person (a "Recipient") shall be exercisable during his or her
lifetime only by the Recipient, and shall not be salable,
transferable or assignable by the Recipient except by his or her
Will or pursuant to applicable laws of descent and distribution.
6. ELIGIBILITY. Persons eligible to receive Awards shall
be those key officers and other employees of the Corporation and
each Subsidiary as determined by the Committee. In no case,
however, shall any current member of the Committee be eligible to
receive any awards. A person's eligibility to receive Awards
shall not confer upon him or her any right to receive any Awards;
rather, the Committee shall have the sole authority, exercisable
in its discretion consistent with the provisions of the Plan, to
select when, to whom and under what facts and circumstances
Awards will be made. Except as otherwise provided, a person's
eligibility to receive, or actual receipt of Awards under the
Plan shall not limit or affect his or her benefits under or
eligibility to participate in any other incentive or benefit plan
or program of the Corporation or its affiliates.
7. QUALIFIED OPTIONS. In addition to other applicable
provisions of the Plan, all Qualified Options and Awards thereof
shall be under and subject to the following terms and conditions:
(a) No Qualified Option shall be awarded more than ten
(10) years after the date the Plan is adopted by the Board or the
date the Plan is approved by the Corporation's stockholders,
whichever date is earlier;
(b) The time period during which any Qualified Option
is exercisable, as determined by the Committee, shall not
commence before the expiration of six (6) months or continue
beyond the expiration of ten (10) years after the date such
Option is awarded;
(c) If the Recipient of a Qualified Option ceases to
be employed by the Corporation or any Subsidiary for any reason
other than his or her death, the Committee may permit the
Recipient thereafter to exercise such Option during its remaining
term for a period of not more than three (3) months after such
cessation of employment to the extent that the Option was then
and remains exercisable, unless such employment cessation was due
to the Recipient's disability as defined in Section 22(e)(3) of
the Code, in which case such three (3) month period shall be
twelve (12) months; if the Recipient dies while employed by the
Corporation or a Subsidiary, the Committee may permit the
Recipient's qualified personal representatives, or any persons
who acquire the Qualified Option pursuant to his or her Will or
laws of descent and distribution, thereafter to exercise such
Option during its remaining term for a period of not more than
twelve (12) months after the Recipient's death to the extent that
the Option was then and remains exercisable; the Committee may
impose terms and conditions upon and for said exercise of such
Qualified Option after such cessation of the Recipient's
employment or his or her death;
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<PAGE>
(d) The purchase price of Stock subject to any
Qualified Option, as determined by the Committee, shall not be
less than the Stock's fair market value at the time such Option
is awarded as determined under paragraph 13 hereof, or less than
the Stock's par value.
8. NON-QUALIFIED OPTIONS. In addition to other applicable
provisions of the Plan, all Non-Qualified Options and Awards
thereof shall be under and subject to the following terms and
conditions:
a) The time period during which any Non-Qualified
Option is exercisable, as determined by the Committee, shall not
commence before the expiration of six (6) months or continued
beyond the expiration of ten (10) years after the date such
Option is awarded;
(b) If a Recipient of a Non-Qualified Option, before
its lapse or full exercise, ceases to be eligible under the Plan,
the Committee may permit the Recipient thereafter to exercise
such Option during its remaining term, to the extent that the
Option was then and remains exercisable, for such time period and
under such terms and conditions as may be prescribed by the
Committee;
(c) The purchase price of a share of Stock subject to
any Non-Qualified Option, as determined by the Committee, shall
not be less than the Stock's par value.
9. EXERCISE. Except as otherwise provided in the Plan,
Awards may be exercised in whole or in part by giving written
notice thereof to the Secretary of the Corporation, or his or her
designee, identifying the Award being exercised, the number of
shares of Stock with respect thereto, and other information
pertinent to exercise of the Award. The purchase price of the
shares of Stock with respect to which an Award is exercised shall
be paid with the written notice of exercise, either in cash or in
Stock at its then current fair market value, or it any
combination thereof, as the Committee shall determine. Funds
received by the Corporation from the exercise of any Award shall
be used for its general corporate purposes.
The Committee may permit an acceleration of previously
established exercise terms of any Awards as, when, under such
facts and circumstances, and subject to such other or further
requirements and conditions as the Committee may deem necessary
or appropriate. In addition: (a) if the Corporation or its
stockholders execute an agreement to dispose of all or
substantially all of the Corporation's assets or capital stock by
means of sale, merger, consolidation, reorganization, liquidation
or otherwise, as a result of which the Corporation's stockholders
as of immediately before such transaction will not own at least
fifty percent (50%) of the total combined voting power of all
classes of voting capital stock of the surviving entity (be it
the Corporation or otherwise) immediately after the consummation
of such transaction, thereupon any and all Awards immediately
shall become and remain exercisable with respect to the total
number of shares of Stock still subject thereto for the remainder
of their respective terms until the consummation of such
transaction, or if not consummated, until the agreement therefor
expires or is terminated, in which case thereafter all Awards
shall be treated as if said agreement never had been executed;
(b) if there is an actual, attempted or threatened change in the
ownership of at least twenty-five percent (25%) of all classes of
voting capital stock of the Corporation through the acquisition
of, or an offer to acquire such percentage of the Corporation's
voting capital stock by any person or entity, or persons or
entities acting in concert or as a group, and such acquisition or
offer has not been duly approved by the Board; or (c) if during
any period of two (2) consecutive years, the individuals who at
the beginning of such period constituted the Board, cease for any
reason to constitute at least a majority of the Board, unless the
election of each director of the Board, who was not a director of
the Board at the beginning of such period, was approved by a vote
of at least two-thirds of the directors then still in office who
were directors at the beginning of such period, thereupon any and
all Awards immediately shall become and remain exercisable with
respect to the total number of shares of Stock still subject
thereto for the remainder of their respective terms, thereupon
any and all Awards immediately shall become and remain
exercisable with respect to the total number of shares of Stock
still subject thereto for the remainder of their respective
terms.
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<PAGE>
10. WITHHOLDING. Whenever the Corporation is about to
issue or transfer Stock pursuant to any Award, the Corporation
may require the Recipient to remit to the Corporation an amount
sufficient to satisfy fully any federal, state and other
jurisdictions' income and other tax withholding requirements
prior to the delivery of any certificates for such shares of
Stock. Whenever payments are to be made in cash to any Recipient
pursuant to his or her exercise of an Award, such payments shall
be made net after deduction of all amounts sufficient to satisfy
fully any federal, state and other jurisdictions' income and
other tax withholding requirements.
11. VALUE. Where used in the Plan, the "fair market value"
of Stock or any options or rights with respect thereto, including
Awards, shall mean and be determined by (a) the average of the
highest and lowest reported sales prices thereof on the principal
established domestic securities exchange on which listed, and if
not listed, then (b) the average of the dealer "bid" and "ask"
prices thereof on the New York over-the-counter market as
reported by the National Association of Securities Dealers, Inc.,
in either case as of the specified or otherwise required or
relevant time, or if not traded as of such specified, required or
relevant time, then based upon such reported sales or "bid" and
"ask" prices before and/or after such time in accordance with
pertinent provisions of and principles under the Code and the
regulations promulgated thereunder.
12. AMENDMENT. To the extent permitted by applicable law,
the Board may amend, suspend, or terminate the Plan at any time;
provided, however, that: (a) no amendment may be adopted that
permits an Award to be granted to any member of the Committee;
(b) with respect to qualified options, except as specified in
paragraph 18 hereof, no amendment may be adopted that will
increase the number of shares reserved for Awards under the Plan,
change the option price, or change the provisions required for
compliance with Section 422 of the Code and regulations issued
thereunder; and (c) notwithstanding anything to the contrary
herein, no amendment may be adopted to increase the number of
securities that may be issued under the Plan, except as specified
in paragraph 18 hereof, materially increase the benefits accruing
to recipients or materially modify the requirements for
eligibility to participate in the Plan, without the approval of
the shareholders of the Corporation, to the extent that
shareholder approval is required under Section 16 of the
Securities Exchange Act of 1934, as amended, and the regulations
thereunder, as from time to time in effect. The amendment or
termination of this Plan shall not, without the consent of the
Recipients, alter or impair any rights or obligations under any
Award previously granted hereunder.
In addition and subject to the foregoing, the Committee may
prescribe other or additional terms, conditions and provisions
with respect to the grant or exercise of any or all Awards as the
Committee may determine necessary or appropriate for such Awards
and the Stock subject thereto to qualify under and comply with
all applicable laws, rules and regulations, and changes therein,
including but not limited to the provisions of Sections 421 and
422 of the Code, Section 16 of the Securities Exchange Act of
1934, as amended, and Rule 16b-3 promulgated by the Securities
and Exchange Commission. Without limiting the generality of the
preceding sentence, each Qualified Option shall be subject to
such other and additional terms, conditions and provisions as the
Committee may deem necessary or appropriate in order to qualify
such Option, as an incentive stock option under Section 422 of
the Code, including but not limited to the following provisions:
(i) the aggregate fair market value, at the time such
Option is awarded, of the Stock subject thereto and of any Stock
or other capital stock with respect to which incentive stock
options qualifying under Sections 421 and 422 of the Code are
exercisable for the first time by the Recipient during any
calendar year under the Plan and any other plans of the
Corporation or its affiliates, shall not exceed $100,000.00; and
(ii) No Qualified Option, shall be awarded to any
person if at the time of such Award, such person owns Stock
possessing more than ten percent (10%) of the total combined
voting power of all classes of capital stock of the Corporation
or its affiliates, unless at the time such Option is awarded the
Stock purchase price under such Option is at least one hundred
and ten percent (110%) of the fair market value of the Stock
subject to such Option and the Option by its terms is not
exercisable after the expiration of five (5) years from the date
it is awarded.
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<PAGE>
From time to time, the Committee may rescind, revise and add to
any of such terms, conditions and provisions as may be necessary
or appropriate to have any Awards be or remain qualified and in
compliance with all applicable laws, rules and regulations, and
may delete, omit or waive any of such terms conditions or
provisions that are no longer required by reason of changes if
applicable laws, rules or regulations.
13. CONTINUED EMPLOYMENT. Nothing in the Plan or any Award
shall confer upon any Recipient or other persons any right to
continue in the employment of, or maintain any particular
relationship with the Corporation or its affiliates, or limit or
affect any rights, powers or privileges that the Corporation or
its affiliates may have to supervise, discipline and terminate
such Recipient or other persons, and the employment and other
relationships thereof. However, the Committee may require as a
condition of making and/or exercising any Award that its
Recipient agree to, and in fact provide services, either as an
employee or in another capacity, to or for the Corporation or any
Subsidiary for such time period following the date the Award is
made and/or exercised as the Committee may prescribe. The
immediately preceding sentence shall not apply to any Qualified
Option to the extent such application would result in
disqualification of said Option as an incentive stock option
under Sections 421 and 422 of the Code.
14. GENERAL RESTRICTIONS. Each Award shall be subject to
the requirement and provision that if at any time the Committee
determines it necessary or desirable as a condition of or in
consideration of making such Award, or the purchase or issuance
or Stock thereunder, (a) the listing, registration or
qualification of the Stock subject to the Award, or the Award
itself, upon any securities exchange or under any federal or
state securities or other laws, (b) the approval of any
governmental authority, or (c) an agreement by the Recipient with
respect to disposition of any Stock (including without limitation
that at the time of the Recipient's exercise of the Award, any
Stock thereby acquired is being and will be acquired solely for
investment purposes and without any intention to sell or
distribute such Stock), then such Award shall not be consummated
in whole or in part unless such listing, registration,
qualification, approval or agreement shall have been
appropriately effected or obtained to the satisfaction of the
Committee and legal counsel for the Corporation.
15. RIGHTS. Except as otherwise provided in the Plan, the
Recipient of any Award shall have no rights as a holder of the
Stock subject thereto unless and until one or more certificates
for the shares of such Stock are issued and delivered to the
Recipient. No adjustments shall be made for dividends, either
ordinary or extraordinary, or any other distributions with
respect to Stock, whether made in cash, securities or other
property, or any rights with respect thereto, for which the
record date is prior to the date that any certificates for Stock
subject to an Award are issued to the Recipient pursuant to his
or her exercise thereof. No Award, or the grant thereof, shall
limit or affect the right or power of the Corporation or its
affiliates to adjust, reclassify, recapitalize, reorganize or
otherwise change its or their capital or business structure, or
to merge, consolidate, dissolve, liquidate or sell any or all of
its or their business, property or assets.
16. ADJUSTMENTS. In the event of any change in the number
or issued and outstanding shares of Stock which results from a
stock split, reverse stock split, payment of a stock dividend or
any other change in the capital structure of the Corporation, the
Committee shall proportionately adjust the maximum number of
shares subject to each outstanding Award, and (where appropriate)
the purchase price per share thereof (but not the total purchase
price under the Award), so that upon exercise of realization of
such Award, the Recipient shall receive the same number of shares
he or she would have received had he or she been the holder of
all shares subject to his or her outstanding Award and
immediately before the effective date of such change in the
number of issued and outstanding shares of Stock. Such
adjustments shall not, however, result in the issuance of
fractional shares. Any adjustment under this paragraph 16 shall
be made by the Committee, subject to approval by the Board. No
adjustments shall be made that would cause a Qualified Option to
fail to continue to qualify as an incentive stock option within
the meaning of Section 422 of the Code.
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<PAGE>
In the event the Corporation is the party to any merger,
consolidation or other reorganization, any and all outstanding
Awards shall apply and relate to the securities to which a holder
of Stock is entitled after such merger, consolidation or other
reorganization. Upon any liquidation or dissolution of the
Corporation, any and all outstanding Awards shall terminate upon
consummation of such liquidation or dissolution, but prior to
such consummation shall be exercisable to the extent that the
same otherwise are exercisable under the Plan.
17. FORFEITURE. Notwithstanding anything to the contrary
in this Plan, if the Committee finds after full consideration of
the facts presented on behalf of the Corporation and the involved
Recipient, that he or she has been engaged in fraud,
embezzlement, theft, commission of a felony, or dishonesty in the
course of his or her employment by the Corporation or any
Subsidiary that has damaged it, or that the Recipient has
disclosed trade secrets of the corporation or its affiliates, the
Recipient shall forfeit all rights under and to all unexercised
Awards, and all exercised Awards under which the Corporation has
not yet delivered payment or certificates for shares of Stock (as
the case may be), all of which Awards and rights shall be
automatically cancelled. The decision of the Committee as to the
cause of the Recipient's discharge from employment with the
Corporation or any Subsidiary and the damage thereby suffered
shall be final for purposes of the Plan, but shall not affect the
finality of the Recipient's discharge by the Corporation or
Subsidiary for any other purposes. The preceding provisions of
this paragraph shall not apply to any Qualified Option to the
extent such application would result in disqualification of said
Option as an incentive stock option under Sections 421 and 422 of
the Code.
18. INDEMNIFICATION. In and with respect to the
administration of the Plan, the Corporation shall indemnify each
present and future member of the Committee and/or of the Board,
who shall be entitled without further action on his or her part
to indemnity from the Corporation for all damages, losses,
judgments, settlement amounts, punitive damages, excise taxes,
fines, penalties, costs and expenses (including without
limitation attorneys' fees and disbursements) incurred by such
member in connection with any threatened, pending or completed
action, suit or other proceedings of any nature, whether civil,
administrative, investigative or criminal, whether formal or
informal, and whether by or in the right or name of the
Corporation, any class of its security holders, or otherwise, in
which such member may be or have been involved, as a party or
otherwise, by reason of his or her being or having been a member
of the Committee and/or of the Board, whether or not he or she
continues to be such a member. The provisions, protection and
benefits of this paragraph shall apply and exist to the fullest
extent permitted by applicable law to and for the benefit of all
present and future members of the Committee and/or of the Board
and their respective heirs, personal and legal representatives,
successors and assigns, in addition to all other rights that they
may have as a matter of law, by contract, or otherwise, except
(a) as may not be allowed by applicable law, (b) to the extent
there is entitlement to insurance proceeds under insurance
coverages provided by the Corporation on account of the same
matter or proceeding for which indemnification hereunder is
claimed, or (c) to the extent there is entitlement to
indemnification from the Corporation, other than under this
paragraph, on account of the same matter or proceeding for which
indemnification hereunder is claimed.
19. MISCELLANEOUS. Any reference contained in this Plan
to particular section or provision of law, rule or regulation,
including but not limited to the Internal Revenue Code of 1986
and the Securities Exchange Act of 1934, both as amended, shall
include any subsequently enacted or promulgated section or
provision of law, rule or regulation, as the case may be, of
similar import. With respect to persons subject to Section 16 of
the Securities Exchange Act of 1934, as amended, transactions
under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or any successor rule that may be
promulgated by the Securities and Exchange Commission, and to the
extent any provision of this Plan or action by the Committee
fails to so comply, it shall be deemed null and void, to the
extent permitted by applicable law and deemed advisable by the
Committee. Where used in this Plan: the plural shall include the
singular, and unless the context otherwise clearly requires, the
singular shall include the plural; and the term "affiliates"
shall mean each and every Subsidiary and any parent of the
Corporation. The captions of the numbered paragraphs contained
in this Plan are for convenience only, and shall not limit or
affect the meaning, interpretation or construction of any of the
provisions of the Plan.
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END
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