FORM 8-K CODORUS VALLEY BANCORP, INC.
U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report - March 13, 1998
CODORUS VALLEY BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-15536 23-2428543
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
105 Leader Heights Road
P. O. Box 2887
York, Pennsylvania 17405-2887
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(Address of principal executive (Zip Code)
offices)
Registrant's telephone number including area code: (717) 846-1970
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N/A
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(Former name or former address, if changed since last report)
Page 1 of 46 Sequentially Numbered Pages
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Index to Exhibits Found on Page 4
Item 1. Changes in Control of Registrant.
Not Applicable.
Item 2. Acquisition or Disposition of Assets.
Not Applicable.
Item 3. Bankruptcy or Receivership.
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not Applicable.
Item 5. Other Events.
Not Applicable.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
Item 7. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits:
10.1 Amendment to the Employment Agreement by and among
PeoplesBank, A Codorus Valley Company, Codorus Valley Bancorp,
Inc., and Larry J. Miller dated October 1, 1997 and Executive
Employment Agreement dated January 1, 1993 between PeoplesBank,
A Codorus Valley Company, Codorus Valley Bancorp, Inc. and
Larry J. Miller
10.2 Change of Control Agreement between PeoplesBank, A Codorus
Valley Company, Codorus Valley Bancorp, Inc., and Jann A.
Weaver, dated October 1, 1997
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10.3 Change of Control Agreement between PeoplesBank, A Codorus
Valley Company, Codorus Valley Bancorp, Inc., and Bruce A.
Lamborne, dated October 1, 1997
10.4 Change of Control Agreement between PeoplesBank, A Codorus
Valley Company, Codorus Valley Bancorp, Inc., and Harry R.
Swift, dated October 1, 1997
Item 8. Change in Fiscal Year.
Not Applicable.
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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 hereunto duly authorized.
CODORUS VALLEY BANCORP, INC.
(Registrant)
Dated: March 13, 1998 /s/ Larry J. Miller
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Larry J. Miller, President and
Chief Executive Officer
(Principal Executive Officer)
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EXHIBIT INDEX
Page Number
in Manually
Exhibit Signed Original
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10.1 Amendment to the Employment Agreement by and among 5
PeoplesBank, A Codorus Valley Company, Codorus Valley Bancorp,
Inc., and Larry J. Miller dated October 1, 1997 and Executive
Employment Agreement dated January 1, 1993 between PeoplesBank,
A Codorus Valley Company, Codorus Valley Bancorp, Inc. and
Larry J. Miller
10.2 Change of Control Agreement between PeoplesBank, A Codorus 24
Valley Company, Codorus Valley Bancorp, Inc., and Jann A.
Weaver, dated October 1, 1997
10.3 Change of Control Agreement between PeoplesBank, A Codorus 31
Valley Company, Codorus Valley Bancorp, Inc., and Bruce A.
Lamborne, dated October 1, 1997
10.4 Change of Control Agreement between PeoplesBank, A Codorus 38
Valley Company, Codorus Valley Bancorp, Inc., and Harry R.
Swift, dated October 1, 1997
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment ("the Amendment") is made this 1st day of October, 1997, by
and among PeoplesBank, A Codorus Valley Company, (formerly known as People's
Bank of Glen Rock) a Pennsylvania banking institution (the "Bank"), Codorus
Valley Bancorp, Inc., a Pennsylvania business corporation (the "Corporation")
and Larry J. Miller, an adult individual (the "Executive").
WITNESSETH
WHEREAS, the Bank, the Corporation and the Executive entered into a certain
Employment Agreement effective the 1st day of January, 1993 (the "Employment
Agreement"), which is attached hereto;
WHEREAS, as a result of action by the Board of Directors at the Annual
Strategic Planning Meeting, the Bank and the Corporation and the Executive
desire to amend the Employment Agreement provisions regarding "Payments on
Termination," which describes the Executive's severance compensation resulting
from a Change of Control, as defined in the Employment Agreement;
WHEREAS, in recognition of the valued services provided by the Executive in
the past to the Bank and the Corporation, the Bank and the Corporation desire to
amend the Payments on Termination provisions of the Employment Agreement
resulting from a Change of Control, as an incentive for the Executive to
continue to provide such valued services in the future;
NOW THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, for good and valuable consideration, and intending to be legally
bound hereby, the Bank, the Corporation and the Executive agree as follows:
1. The Amendment is incorporated into the Employment Agreement by the Bank,
the Corporation and the Executive, in accordance with Paragraph 18 of the
Employment Agreement, entitled "Amendment."
2. All terms set forth in the Amendment shall be defined and interpreted by
the definitions, construction and intent of the Employment Agreement and shall
have the same meaning as therein provided unless the context clearly requires a
different meaning.
3a. Paragraph 11(b) of the Employment Agreement is hereby amended as
follows:
If the Executive's employment is terminated by the Corporation or Bank
(other than pursuant to paragraphs 10(a) or 10(b) or 10(c) hereof), then the
Bank shall pay the Executive his full Annual Direct Salary (as defined in the
Employment Agreement) from the date of termination through the last day of the
term of this Agreement or an amount equal to his current Annual Direct Salary,
whichever is greater. If the Executive shall terminate his employment
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for Good Reason, other than a Change of Control as defined herein, then the
Bank shall pay the Executive an amount equal to his Annual Direct Salary. If the
Executive shall terminate his employment for Good Reason, as defined in
paragraph 10(d)(iv), constituting a Change of Control, then the Executive shall
be entitled to receive a lump sum payment equal to 2.99 times his then current
Annual Direct Salary. The Bank shall also maintain in full force and effect, for
the continued benefit of the Executive for an equivalent period, all employee
benefit plans and programs to which the Executive was entitled prior to the date
of termination, except those under paragraphs 5(b) (but not including accrued
vacation days), (c), (d) and (e), if the Executive's continued participation is
possible under the general terms and provisions of such plans and programs
except that if the Executive's participation in any health, medical, life
insurance, or disability plan or program is barred, the Bank shall obtain and
pay for, on the Executive's behalf, individual insurance plans, policies or
programs which provide to the Executive health, medical, life and disability
insurance coverage which is substantially equivalent to the insurance coverage
to which the Executive was entitled prior to the date of termination.
Notwithstanding the preceding paragraph of this Section in the event that:
(i) the aggregate payments or benefits to be made or afforded to the
Executive under said paragraph (the "Payment Upon Termination") would be deemed
to include an "excess parachute payment" under Section 280G of the Internal
Revenue Code of 1986 (the "Code") or any successor thereto, and
(ii) if such Payments Upon Termination were reduced to an amount (the
"Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an
amount equal to three (3) times Executive's "base amount," as determined in
accordance with said Section 280G, and the Non-Triggering Amount would be
greater than the aggregate value of the Payments Upon Termination (without such
reduction) minus the amount of tax required to be paid by the Executive thereon
by Section 4999 of the Code, then the Payments Upon Termination shall be reduced
to the Non-Triggering Amount. The allocation of the reduction required hereby
among the Payments Upon Termination provided by the preceding paragraph of this
Section shall be determined by the Executive.
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3b. Accordingly, the following portion of Paragraph 11(b) of the Employment
Agreement is hereby deleted:
" . . . his full Annual Direct Salary from the Date of Change of
Control as defined in paragraph 14 through the last day of the
term of this Agreement or an amount equal to his current Annual
Direct Salary, whichever is greater. The Bank shall also maintain
in full force and effect, for the continued benefit of the
Executive for an equivalent period, all employee benefit plans
and programs to which the Executive was entitled prior to the
date of termination, except those under paragraphs 5(b) (but not
including accrued vacation days), (c), (d), (e), if the
Executive's continued participation is possible under the general
terms and provisions of such plans and programs except that if
the Executive's participation in any health, medical, life
insurance, or disability plan or program is barred, the Bank
shall obtain and pay for, on the Executive's behalf, individual
insurance plans, policies or programs which provide to the
Executive health, medical, life and disability insurance coverage
which is substantially equivalent to the insurance coverage to
which the Executive was entitled prior to the date of
termination."
4. In all other respects, the Employment Agreement, as amended above, is
hereby ratified and confirmed by the Bank, the Corporation and the Executive.
All other provisions of the Employment Agreement shall remain in full force and
effect as amended hereby.
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IN WITNESS WHEREOF, the parties, each intending to be legally bound, have
executed the Amendment as of the date, month and year first above written.
ATTEST: CODORUS VALLEY BANCORP, INC.
/s/ Dallas L. Smith By: /s/ George A. Trout
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Dallas L. Smith Dr. George A. Trout
Secretary Chairman of the Board
ATTEST: PEOPLESBANK,
A CODORUS VALLEY COMPANY
/s/ Barbara J. Myers By: /s/ Barry A. Keller
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Barbara J. Myers Barry A. Keller
Secretary Chairman of the Board
WITNESS:
/s/ Harry R. Swift /s/ Larry J. Miller
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Harry R. Swift Larry J. Miller
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EXECUTIVE EMPLOYMENT AGREEMENT, DATED
AS OF JANUARY 1, 1993, BETWEEN CODORUS VALLEY
BANCORP, INC., PEOPLES BANK OF GLEN ROCK AND
LARRY J. MILLER
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EXECUTIVE EMPLOYMENT AGREEMENT
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THIS AGREEMENT is made as of the 1st day of January, 1993, between Peoples
Bank of Glen Rock, a Pennsylvania banking institution (the "Bank"), Codorus
Valley Bancorp, Inc., a Pennsylvania business corporation (the "Corporation")
and Larry J. Miller, an adult individual (the "Executive").
WHEREAS, the Bank is a subsidiary of the Corporation; and
WHEREAS, the Corporation desires to employ the Executive as its President
and Chief Executive Officer and the Bank desires to employ the Executive as its
President and Chief Executive Officer both under the terms and conditions set
forth herein; and
WHEREAS, the Executive desires to serve the Corporation and Bank in an
executive capacity under the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein and intending to be legally bound hereby, the parties agree as
follows:
1. TERMS OF EMPLOYMENT. The Corporation and Bank hereby shall employ the
Executive and the Executive hereby accepts employment with the Corporation and
Bank for a term of three (3) years beginning on January 1, 1993, and ending on
December 31, 1995, subject, however, to prior termination of this Agreement as
set forth below. Furthermore, subject to the subsequent provisions, upon the
expiration of the first twelve (12) full calendar months after the date first
above written, the term hereof shall be extended for another twelve (12) full
calendar months, and upon expiration of each subsequent twelve (12) full
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calendar months thereafter the term of this Agreement shall be likewise extended
for an additional twelve (12) full calendar months. Such extension of this
Agreement's term shall be automatic unless the Corporation and Bank provides the
Executive written notice of their intention not to extend this Agreement, which
written notice shall be given by the Corporation and Bank not less than thirty
(30) days before the expiration of the current twelve (12) months.
2. POSITION AND DUTIES. The Executive shall serve as the President and
Chief Executive Officer of the Corporation and Bank and a member of the Board of
Directors of the Corporation and Bank, reporting only to the Board of Directors
of the Corporation and Bank and shall have supervision and control over, and
responsibility for, the general management and operation of the Corporation and
Bank, and shall have such other powers and duties as may from time to time be
prescribed by the Board of Directors of the Corporation and Bank, provided that
such powers and duties are consistent with the Executive's position as the Chief
Executive Officer in charge of the general management of the Corporation and
Bank.
3. ENGAGEMENT IN OTHER EMPLOYMENT. The Executive shall devote all his
working time, ability and attention to the business of the Corporation and Bank
during the term of this Agreement. The Executive shall notify the Board of
Directors of the Corporation and Bank in writing and receive written approval
from the Corporation and Bank before the Executive engages in any other business
or commercial duties or pursuits, including, but not limited to, directorships
of other companies. Under no circumstances may the Executive engage in any
business or
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commercial activities, duties or pursuits which compete with the business or
commercial activities of the Corporation or Bank, nor may the Executive serve as
a director or officer or in any other capacity in a company which competes with
the Corporation or Bank. Executive shall not be precluded, however, upon written
notification to the Boards of Directors, from engaging in voluntary or
philanthropic endeavors, from engaging in activities designed to maintain and
improve his professional skills, or from engaging in activities incident or
necessary to personal investments, so long as they are, in the Boards'
reasonable opinion, not in conflict with or detrimental to the Executive's
rendition of services on behalf of the Bank and Corporation.
4. COMPENSATION.
(a) ANNUAL DIRECT SALARY: As compensation for services rendered the
Corporation and Bank under this Agreement, the Executive shall be entitled to
receive from the Bank an annual direct salary of One Hundred Twenty-Five
Thousand ($125,000.00) Dollars per year, (the "Annual Direct Salary") payable in
substantially equal bi-monthly installments (or such other intervals of the
Bank's payroll policy) prorated for any partial employment period. The Annual
Direct Salary shall be reviewed annually, no later than November 30 of the then
calendar year and shall be subject to such annual change (but not reduced below
$125,000.00 without the Executive's written consent, except in cases of national
financial depression or emergency when compensation reduction has been
implemented by the Board of Directors for the Bank's senior management) as may
be set by the Board of
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Directors of the Corporation and Bank taking into account the position and
duties of the Executive and the performance of the Corporation and Bank under
the Executive's leadership.
(b) ANNUAL BUSINESS PLAN. The Executive shall prepare a business plan
establishing the financial and business goals of the Corporation and Bank prior
to the start of each fiscal year. The business plan prepared by the Executive
shall be reviewed promptly by the Board of Directors of the Corporation and
Bank, which may in its sole discretion alter or modify such plan prior to its
adoption.
(c) BONUS. The Board of Directors of the Corporation and Bank in its sole
discretion may provide for payment of a periodic bonus to the Executive in such
an amount or nature as it may deem appropriate to provide incentive to the
Executive and to reward the Executive for his performance.
(d) DIRECTOR FEES. The Executive shall not be entitled to any director's
fee or other compensation as paid to other members of the Board of Directors of
the Bank and/or Corporation or subsidiaries of either. The Executive also agrees
to serve on any committee of the Board of Directors of the Bank and/or
Corporation or subsidiary of either without any additional compensation or fees.
5. FRINGE BENEFITS, VACATION, EXPENSES, AND PERQUISITES.
(a) EMPLOYEE BENEFIT PLANS. The Executive shall be entitled to participate
in or receive benefits under all Bank employment benefit plans including, but
not limited to, any pension
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plan, profit-sharing plan, savings plan, life insurance plan or disability
insurance plan as made available by the Bank to its employees, subject to and on
a basis consistent with terms, conditions and overall administration of such
plans and arrangements.
(b) VACATION, HOLIDAYS, SICK DAYS AND PERSONAL DAYS. The Executive shall be
entitled to the number of paid vacation days in each calendar year determined by
the Bank from time to time for its senior executive officers, but not less than
four (4) weeks (two weeks of which shall be in sequence unless excused from such
requirement by the Board of Directors) in any calendar year (prorated in any
calendar year during which the Executive is employed hereunder for less than the
entire such year in accordance with the number of days in such calendar year
during which he is so employed). The Executive shall also be entitled to all
paid holidays, sick days and personal days given by the Bank to its employees.
(c) BUSINESS EXPENSES. During the term of his employment hereunder, the
Executive shall be entitled to receive prompt reimbursement for all reasonable
expenses incurred by him (in accordance with the policies and procedures
established by the Board of Directors of the Bank for its senior executive
officers) in performing services hereunder, provided that the Executive properly
accounts therefor in accordance with Bank policy.
(d) AUTOMOBILE. The Executive shall be entitled to the use of a Bank
purchased or leased automobile of the following make and model, or such
comparable model as may be agreed upon by the
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Board of Directors and the Executive: Chrysler New Yorker. The Executive shall
also be entitled to reimbursement for all operating expenses of the automobile,
including, but not limited to, oil, gasoline, maintenance, repairs and
insurance. The use of said automobile shall be limited to the Executive, his
spouse, authorized Bank personnel, or designated driver in the event of an
emergency.
(e) MEMBERSHIP DUES. While serving as President and Chief Executive Officer
of the Corporation and Bank, Executive shall be reimbursed for membership dues
to the Lafayette Club of York along with reasonable club expenses incurred
during the conduct of Bank or Corporation business.
6. POSITIONS. The Executive agrees to serve without additional compensation
as a director on the Board of Directors of the Corporation or Bank and, if
elected or appointed thereto, in one or more offices of the Corporation or Bank,
and/or in one or more offices or as a director of any of the Corporation's
and/or Bank's subsidiaries.
7. LIABILITY INSURANCE. The Bank shall use its best efforts to obtain
insurance coverage for the Executive under an insurance policy covering officers
and directors of the Bank against lawsuits, arbitrations or other legal or
regulatory proceedings; however, nothing herein shall be construed to require
the Bank to obtain such insurance, if the Board of Directors of the Bank
determine that such coverage cannot be obtained at a reasonable price.
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8. UNAUTHORIZED DISCLOSURE. During the term of his employment hereunder, or
at any later time, the Executive shall not, without the written consent of the
Board of Directors of the Corporation or Bank or a person authorized thereby,
knowingly disclose to any person, other than an employee of the Corporation or
Bank or a person to whom disclosure is reasonably necessary or appropriate in
connection with the performance by the Executive of his duties as an executive
of the Corporation or Bank, any material confidential information obtained by
him while in the employ of the Corporation or Bank with respect to any of the
Corporation or Bank's services, products, improvements, formulas, designs or
styles, processes, customers, methods of business or any business practices the
disclosure of which could be or will be materially damaging to the Corporation
or Bank provided, however, that confidential information shall not include any
information known generally to the public (other than as a result of
unauthorized disclosure by the Executive or any person with the assistance,
consent or direction of the Executive) or any information of a type not
otherwise considered confidential by persons engaged in the same business or a
business similar to that conducted by the Corporation or Bank or any information
that must be disclosed as required by law.
9. RESTRICTIVE COVENANT. The Executive covenants and agrees that the
Executive shall not directly or indirectly, within the marketing area of the
Bank (defined as an area within fifty (50) miles of the registered office of the
Bank), enter into or engage generally in direct or indirect competition with the
Corporation or
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Bank or any subsidiary of the Corporation, either as an individual on his own or
as a partner or joint venturer, or as a director, officer, shareholder,
employee, agent, independent contractor, lessor or creditor of or for any
person, for a period of one year after the date of termination of his employment
if the Executive's employment is terminated for any reason whatsoever except
upon resignation by the Executive for "Good Reason" under paragraph 10(d) hereof
(except that change of control shall not constitute Good Reason for this
paragraph). The foregoing restriction shall not be construed to prohibit the
ownership by Executive of not more than five percent (5%) of any class of
securities of any corporation which is in competition with the Bank or
Corporation, provided that such ownership represents a passive investment and
that neither Executive nor any group of persons including Executive in any way,
either directly or indirectly, manages or exercises control of any such
corporation, guarantees any of its financial obligations, otherwise takes any
part in its business, other than exercising his rights as a shareholder, or seek
to do any of the foregoing. The existence of any claim or cause of action of the
Executive against the Corporation or Bank, whether predicated on this Agreement
or otherwise, shall not constitute a defense to the enforcement by the
Corporation or Bank of this covenant. The Executive agrees that any breach of
the restrictions set forth in paragraphs 8 and 9 will result in irreparable
injury to the Corporation or Bank for which it shall have no adequate remedy at
law and the Corporation or Bank shall be entitled to injunctive relief in order
to enforce the provisions hereof. In the event
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that this paragraph shall be determined by any court of competent jurisdiction
to be unenforceable in part by reason of it being too great a period of time or
covering too great a geographical area, it shall be in full force and effect as
to that period of time or geographical area determined to be reasonable by the
court.
10. TERMINATION.
(a) The Executive's employment hereunder shall terminate upon his death.
(b) If the Executive becomes disabled because of sickness, physical or
mental disability, or any other reason, the Corporation or Bank shall have the
option to terminate this Agreement by giving written notice of termination to
the Executive. Executive shall be deemed to have become "disabled" only in the
event and at such time as he qualifies (after expiration of any applicable
waiting period) to receive benefits for total disability under the employee
disability insurance benefit plan referred to in paragraph 5(a) above.
(c) The Corporation or Bank may terminate the Executive's employment
hereunder for Cause. For the purposes of this Agreement, the Corporation or Bank
shall have "Cause" to terminate the Executive's employment hereunder upon (1)
the willful failure by the Executive to substantially perform his duties
hereunder, or (2) the willful engaging by the Executive in misconduct injurious
to the Corporation or Bank, or (3) the willful violation by the Executive of the
provisions of paragraphs 3 or 8 hereof after notice from the Bank and a failure
to cure such
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violation within thirty (30) days of said notice, or if said violation cannot be
cured within thirty (30) days, within a reasonable time thereafter if the
Executive is diligently attempting to cure the violation, or (4) the dishonesty
or gross negligence of the Executive in the performance of his duties or (5) the
breach of Executive's fiduciary duty involving personal profit, or (6) the
violation of any law, rule or regulation governing banks or bank officers or any
final cease and desist order issued by a bank regulatory authority any of which
materially jeopardizes the business of the Corporation or Bank, or (7) moral
turpitude or other conduct on the part of Executive which brings public
discredit to the Corporation or Bank or (8) the Executive's failure to be
elected and serve as a member of the Board of Directors of the Corporation.
(d) The Executive may terminate his employment hereunder if (1) his health
should become impaired to an extent that it makes continued performance of his
duties hereunder hazardous to his physical or mental health or his life, or (2)
for Good Reason. The term "Good Reason: shall mean (i) any assignment to the
Executive, without his consent, of any duties other than those contemplated by,
or any limitation of the powers of the Executive not contemplated by, paragraphs
2 and 6 hereof, or (ii) any removal of the Executive from (other than as a
result of his regulatory removal or failure to be re-elected on the Corporation
and Bank's Boards of Directors) any of the positions indicated in paragraph 2
hereof, except in connection with termination of the Executive's
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employment for Cause, or (iii) failure of the Bank to comply with paragraph 5
hereof, or (iv) any Change of Control (as defined herein); all after notice from
the Executive to the Corporation and Bank that such action or limitation of the
Bank or Corporation constitutes Good Reason and the failure to cure such
situation within thirty (30) days of said notice, or if said situation cannot be
cured within thirty (30) days, within a reasonable time thereafter if a diligent
effort is being made to cure such situation.
11. PAYMENTS UPON TERMINATION.
(a) If the Executive's employment shall be terminated because of death,
disability or for Cause, the Bank shall pay the Executive or his fiduciary his
full Annual Direct Salary through the date of termination at the rate in effect
at the time of termination and the Corporation and Bank shall have no further
obligation to the Executive under this Agreement.
(b) If the Executive's employment is terminated by the Corporation or Bank
(other than pursuant to paragraphs 10(a) or 10(b) or 10(c) hereof), then the
Bank shall pay the Executive his full Annual Direct Salary from the date of
termination through the last day of the term of this Agreement or an amount
equal to his
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current Annual Direct Salary, whichever is greater. If the Executive shall
terminate his employment for Good Reason, other than a Change of Control as
defined herein, then the Bank shall pay the Executive an amount equal to his
Annual Direct Salary. If the Executive shall terminate his employment for Good
Reason, as defined in paragraph 10(d)(iv), constituting a Change of Control,
then the Bank shall pay the Executive his full Annual Direct Salary from the
Date of Change of Control as defined in paragraph 14 through the last day of the
term of this Agreement or an amount equal to his current Annual Direct Salary,
whichever is greater. The Bank shall also maintain in full force and effect, for
the continued benefit of the Executive for an equivalent period, all employee
benefit plans and programs to which the Executive was entitled prior to the date
of termination, except those under paragraphs 5(b) (but not including accrued
vacation days), (c), (d), and (e), if the Executive's continued participation is
possible under the general terms and provisions of such plans and programs
except that if the Executive's participation in any health, medical, life
insurance, or disability plan or program is barred, the Bank shall obtain and
pay for, on the Executive's behalf, individual insurance plans, policies or
programs which provide to the Executive health, medical, life and disability
insurance coverage which is substantially equivalent to the insurance coverage
to which the Executive was entitled prior to the date of termination and the
Corporation and Bank shall have no further obligations to the Executive under
this Agreement.
(c) In the event the Executive serves the full term of
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this Agreement, and the Bank or Corporation do not offer to renew this
Agreement, the Executive shall not be entitled to any severance allowance
whatsoever and the Corporation and Bank shall have no further obligations to the
Executive under this Agreement.
12. DAMAGES FOR BREACH OF CONTRACT. In the event of a breach of this
Agreement by either the Corporation, Bank or the Executive resulting in damages
to another party to this Agreement, that party may recover from the party
breaching the Agreement only those damages as set forth herein. In no event
shall any party be entitled to the recovery of attorney's fees or costs.
13. DEFINITION OF CHANGE OF CONTROL. For purposes of this Agreement, the
term "Change of Control" shall mean: A change in control of a nature that would
be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A and any successor rule or regulation promulgated under the
Securities Exchange Act of 1934 (the "Exchange Act"); provided that, without
limitation, such a change in control shall be deemed to have occurred if (a) any
"person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act),
other than the Corporation or any "person" who on the date hereof is a director
or officer of the Corporation is or becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
the Corporation representing twenty-five percent (25%) or more of the combined
voting power of the Corporation's then outstanding securities, or (b) during any
period of two consecutive years during the term of this Agreement, individuals
who at the beginning of such period constitute the Board of
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Directors of the Bank or Corporation cease for any reason to constitute at least
a majority thereof, unless the election of each director who was not a director
at the beginning of such period has been approved in advance by directors
representing at least two-thirds of the directors then in office who were
directors at the beginning of the period, or (c) the sale or transfer of all or
substantially all of the Bank or Corporation's assets.
14. DEFINITION OF DATE OF CHANGE OF CONTROL. For purposes of this
Agreement, the date of Change of Control shall mean:
(a) the first date on which a single person and/or entity, or group of
affiliated persons and/or entities, acquire the beneficial ownership of
twenty-five percent (25%) or more of the Corporation's voting securities, or
(b) the date of the transfer of all or substantially all of the Bank or
Corporation's assets, or
(c) the date on which a merger, consolidation or combination is
consummated, as applicable, or
(d) the date on which individuals who formerly constituted a majority of
the Board of Directors of the Bank or Corporation under paragraph 13(b) above,
ceased to be a majority.
15. NOTICE. For the purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when hand-delivered or mailed by United States
certified mail, return receipt requested, postage prepaid, addressed as follows:
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If to the Executive: Larry J. Miller
102 Raypaula Drive
Shrewsbury, Pennsylvania 17361
If to the Bank: Chairman of the Board
Peoples Bank of Glen Rock
One Manchester Street
Box 67
Glen Rock, Pennsylvania 17327
If to the Corporation: Chairman of the Board
Codorus Valley Bancorp, Inc.
One Manchester Street
Box 67
Glen Rock, Pennsylvania 17327
or to such other address as any party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall be
effective only upon receipt.
16. SUCCESSORS. This Agreement shall inure to the benefit of and be binding
upon the Executive, the Corporation and the Bank and any of their successors or
assigns, provided however, that the Executive may not commute, anticipate,
encumber, dispose or assign any payment except as set forth in paragraph 19.
17. SEVERABILITY. If any provision of this Agreement is declared
unenforceable for any reason, the remaining provisions of this Agreement shall
be unaffected thereby and shall remain in full force and effect.
18. AMENDMENT. This Agreement may be amended or cancelled only by mutual
agreement of the parties in writing.
19. PAYMENT OF MONEY DUE DECEASED EXECUTIVE. In the event of Executive's
death, any moneys that may be due him from the Bank under this Agreement as of
the date of death shall be paid to the person designated by him in writing for
this purpose, or in the absence of any such designation to his estate.
-15-
<PAGE>
20. LAW GOVERNING. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
21. ENTIRE AGREEMENT. This Agreement supersedes any and all agreements,
either oral or in writing, between the parties with respect to the employment of
the Executive by the Corporation and Bank, and this Agreement contains all the
covenants and agreements between the parties with respect to the employment.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have caused this Agreement to be duly executed in their respective names
and, in the case of the Corporation and Bank, by its authorized representatives
the day and year above mentioned.
ATTEST: PEOPLES BANK OF GLEN ROCK
/s/ Barbara J. Myers By: /s/ Jeffrey C. Bortner
- ------------------------------ --------------------------
Secretary Jeffrey C. Bortner
Chairman of the Board
ATTEST: CODORUS VALLEY BANCORP, INC.
/s/ Barry A. Keller By: /s/ Jeffrey C. Bortner
- ------------------------------ ----------------------------
Secretary Jeffrey C. Bortner
Chairman of the Board
WITNESS:
/s/ Dallas L. Smith By: /s/ Larry J. Miller
- ------------------------------ ---------------------------
Dallas L. Smith Larry J. Miller
CHANGE OF CONTROL AGREEMENT
THIS CHANGE OF CONTROL AGREEMENT (hereinafter "Agreement") is made as of
the 1st day of October, 1997, between PeoplesBank, A Codorus Valley Company, a
Pennsylvania banking institution (the "Bank"), Codorus Valley Bancorp, Inc., a
Pennsylvania business corporation (the "Corporation") and Jann A. Weaver, an
adult individual (the "Executive").
WHEREAS, the Corporation employs the Executive as its Assistant Secretary
and Assistant Treasurer, and the Bank employs the Executive as its Senior Vice
President and Chief Financial Officer; and
WHEREAS, the Executive has provided valued service to the Corporation and
the Bank in the past; and
WHEREAS, in recognition of the valued past and present service of the
Executive, the Bank and the Corporation desire to provide incentive for
continued valued service and grants to the Executive the benefits set forth
herein upon the occurrence of a Change of Control (as defined herein); and
WHEREAS, the purpose of this Agreement is to define certain severance
benefits that will be paid by the Bank and the Corporation in the event of a
Change of Control (as defined herein). This Agreement is not intended to affect
the terms of the Executive's employment at will, in the absence of a Change of
Control (as defined herein) of the Bank and the Corporation. Accordingly,
although this Agreement will take effect upon Executive as a binding legal
obligation of the Bank and the Corporation, it will become operative only upon a
Change in Control, as that concept is defined below.
-1-
<PAGE>
NOW THEREFORE, in consideration of the Executive's service to the
Corporation and the Bank and of the mutual covenants, undertakings and
agreements set forth herein and intending to be legally bound hereby, the
parties agree as follows:
1. TERM The initial term of this Agreement shall be deemed to have
commenced on October 1, 1997, such that the initial term shall continue for a
period of fifteen (15) months until December 31, 1998. Each term thereafter
shall consist of a twelve (12) month period which shall begin on January 1, of
each year. On the initial renewal date of January 1, 1999, and on each
subsequent renewal date, this Agreement shall be automatically renewed for an
additional twelve (12) month term, unless the Corporation and/or the Bank
provide the Executive with written notice of non-renewal at least sixty (60)
days prior to any such renewal date. For example: (1) if the Corporation and/or
the Bank do not provide written notice of non-renewal at least sixty (60) days
prior to January 1, 1999, the Agreement will automatically renew for an
additional twelve (12) month period terminating on December 31, 1999; or (2) If
the Corporation and/or the Bank provide written notice of non-renewal on
November 1, 1998, which is at least sixty (60) days prior to January 1, 1999,
the Agreement will terminate on December 31, 1998.
2. DEFINITION OF CHANGE OF CONTROL. For purposes of this Agreement, the
term "Change of Control" shall mean: A change in control of a nature that would
be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A and any successor rule or regulation promulgated under the
Securities Exchange Act of 1934 (the "Exchange Act"); provided that, without
limitation, such a change in control shall be deemed to have occurred if (a) any
"person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act),
other than the Corporation or any "person" who on the date hereof is a director
or officer of the Corporation is or
-2-
<PAGE>
becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Corporation representing
twenty-five percent (25%) or more of the combined voting power of the
Corporation's then outstanding securities, or (b) during any period of two
consecutive years during the term of this Agreement, individuals who at the
beginning of such period constitute the Board of Directors of the Bank or
Corporation cease for any reason to constitute at least a majority thereof,
unless the election of each director who was not a director at the beginning of
such period has been approved in advance by directors representing at least
two-thirds of the directors then in office who were directors at the beginning
of the period, or (c) the sale or transfer of all or substantially all of the
Bank or Corporation's assets.
3. DEFINITION OF DATE OF CHANGE OF CONTROL. For purposes of this Agreement,
the date of Change of Control shall mean:
(a) the first date on which a single person and/or entity, or group of
affiliated persons and/or entities, acquire the beneficial ownership of
twenty-five percent (25%) or more of the Corporation's voting securities, or
(b) the date of the transfer of all or substantially all of the Bank or
Corporation's assets, or
(c) the date on which a merger, consolidation or combination is
consummated, as applicable, or
(d) the date on which individuals who formerly constituted a majority of
the Board of Directors of the Bank or Corporation, ceased to be a majority.
4. PAYMENTS UPON TERMINATION. If a Change of Control (as defined herein)
occurs, the Executive shall receive a lump sum amount equal to his current
"Annual Direct Salary",
-3-
<PAGE>
as of the Date of the Change of Control (as defined herein). Annual Direct
Salary shall be defined herein as the fixed, gross, base annual salary paid to
the Executive in installments at such time as the Bank and Corporation
customarily pays its other senior officers and shall not include any benefits,
bonuses, incentives or other compensation.
5. UNAUTHORIZED DISCLOSURE. During the term of this Agreement, or at any
later time, the Executive shall not, without the written consent of the Board of
Directors of the Corporation or Bank or a person authorized thereby, knowingly
disclose to any person, other than an employee of the Corporation or Bank or a
person to whom disclosure is reasonably necessary or appropriate in connection
with the performance by the Executive of his duties as an executive of the
Corporation or Bank, any material confidential information obtained by him while
in the employ of the Corporation or Bank with respect to any of the Corporation
or Bank's services, products, improvements, formulas, designs or styles,
processes, customers, methods of business or any business practices the
disclosure of which could be or will be materially damaging to the Corporation
or Bank provided, however, that confidential information shall not include any
information known generally to the public (other than as a result of
unauthorized disclosure by the Executive or any person with the assistance,
consent or direction of the Executive) or any information of a type not
otherwise considered confidential by persons engaged in the same business or a
business similar to that conducted by the Corporation or Bank or any information
that must be disclosed as required by law.
6. RESTRICTIVE COVENANT. The Executive covenants and agrees that the
Executive shall not directly or indirectly, within the marketing area of the
Bank (defined as an area within twenty-five (25) of the registered office of the
Bank), enter into or engage generally in direct
-4-
<PAGE>
or indirect competition with the Corporation or Bank or any subsidiary of the
Corporation, either as an individual on his own or as a partner or joint
venturer, or as a director, officer, greater than five percent (5%) shareholder,
employee, agent, independent contractor, lessor or creditor of or for any
person, for a period of six (6) months after the date of termination of his
employment if the Executive's employment is terminated as a result of a Change
of Control (as defined herein). The existence of any claim or cause of action of
the Executive against the Corporation or Bank, whether predicated on this
Agreement or otherwise, shall not constitute a defense to the enforcement by the
Corporation or Bank of this covenant. The Executive agrees that any breach of
the restrictions set forth in this Agreement will result in irreparable injury
to the Corporation or Bank for which it shall have no adequate remedy at law and
the Corporation or Bank shall be entitled to injunctive relief in order to
enforce the provisions hereof. In the event that this paragraph shall be
determined by any court of competent jurisdiction to be unenforceable in part by
reason of it being too great a period of time or covering too great a
geographical area, it shall be in full force and effect as to that period of
time or geographical area determined to be reasonable by the court.
7. DAMAGES FOR BREACH OF CONTRACT. In the event of a breach of this
Agreement by either the Corporation, Bank or the Executive resulting in damages
to another party to this Agreement, that party may recover from the party
breaching the Agreement only those damages as set forth herein. In no event
shall any party be entitled to the recovery of attorney's fees or costs.
-5-
<PAGE>
8. NOTICE. For the purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when hand-delivered or mailed by United States
certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Executive: Jann A. Weaver
417 Chumleigh Road
Baltimore, MD 21212
If to the Bank: Larry J. Miller, President
PeoplesBank, A Codorus Valley Company
105 Leader Heights Road
York, Pennsylvania 17403
If to the Corporation: Larry J. Miller, President
Codorus Valley Bancorp, Inc.
105 Leader Heights Road
York, Pennsylvania 17403
or to such other address as any party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall be
effective only upon receipt.
9. SUCCESSORS. This Agreement shall inure to the benefit of and be binding
upon the Executive, the Corporation and the Bank and any of their successors or
assigns, provided however, that the Executive may not commute, anticipate,
encumber, dispose or assign any payment except as set forth in paragraph 12.
10. SEVERABILITY. If any provision of this Agreement is declared
unenforceable for any reason, the remaining provisions of this Agreement shall
be unaffected thereby and shall remain in full force and effect.
11. AMENDMENT. This Agreement may be amended or canceled only by mutual
agreement of the parties in writing.
-6-
<PAGE>
12. PAYMENT OF MONEY DUE DECEASED EXECUTIVE. In the event of Executive's
death, any moneys that may be due him from the Bank under this Agreement as of
the date of death shall be paid to the person designated by him in writing for
this purpose, or in the absence of any such designation to his estate.
13. LAW GOVERNING. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
14. ENTIRE AGREEMENT. This Agreement supersedes any and all agreements,
either oral or in writing, between the parties with respect to compensation
resulting from a Change of Control (as defined herein), and this Agreement
contains all the covenants and agreements between the parties with respect to
compensation resulting from a Change of Control (as defined herein).
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have caused this Agreement to be duly executed in their respective names
and, in the case of the Corporation and Bank, by its authorized representatives
the day and year above mentioned.
ATTEST: PEOPLESBANK, A CODORUS VALLEY COMPANY
/s/ Barbara J. Myers By: /s/ Barry A. Keller
- ----------------------- ----------------------------------
Barbara J. Myers Barry A. Keller
Secretary Chairman of the Board
ATTEST: CODORUS VALLEY BANCORP, INC.
/s/ Dallas L. Smith By: /s/ George A. Trout
- ----------------------- ----------------------------------
Dallas L. Smith Dr. George A. Trout
Secretary Chairman of the Board
WITNESS:
/s/ Larry J. Miller /s/ Jann A. Weaver
- ----------------------- ---------------------------------
Larry J. Miller Jann A. Weaver
CHANGE OF CONTROL AGREEMENT
THIS CHANGE OF CONTROL AGREEMENT (hereinafter "Agreement") is made as of
the 1st day of October, 1997, between PeoplesBank, A Codorus Valley Company, a
Pennsylvania banking institution (the "Bank"), Codorus Valley Bancorp, Inc., a
Pennsylvania business corporation (the "Corporation") and Bruce A. Lamborne, an
adult individual (the "Executive").
WHEREAS, the Bank employs the Executive as its Senior Vice President of
Trust and Investment Services; and
WHEREAS, the Executive has provided valued service to the Bank in the past;
and
WHEREAS, in recognition of the valued past and present service of the
Executive, the Bank and the Corporation desire to provide incentive for
continued valued service and grants to the Executive the benefits set forth
herein upon the occurrence of a Change of Control (as defined herein); and
WHEREAS, the purpose of this Agreement is to define certain severance
benefits that will be paid by the Bank and the Corporation in the event of a
Change of Control (as defined herein). This Agreement is not intended to affect
the terms of the Executive's employment at will, in the absence of a Change of
Control (as defined herein) of the Bank and the Corporation. Accordingly,
although this Agreement will take effect upon Executive as a binding legal
obligation of the Bank and the Corporation, it will become operative only upon a
Change in Control, as that concept is defined below.
NOW THEREFORE, in consideration of the Executive's service to the
Corporation and the Bank and of the mutual covenants, undertakings and
agreements set forth herein and intending to be legally bound hereby, the
parties agree as follows:
-1-
<PAGE>
1. TERM The initial term of this Agreement shall be deemed to have
commenced on October 1, 1997, such that the initial term shall continue for a
period of fifteen (15) months until December 31, 1998. Each term thereafter
shall consist of a twelve (12) month period which shall begin on January 1, of
each year. On the initial renewal date of January 1, 1999, and on each
subsequent renewal date, this Agreement shall be automatically renewed for an
additional twelve (12) month term, unless the Corporation and/or the Bank
provide the Executive with written notice of non-renewal at least sixty (60)
days prior to any such renewal date. For example: (1) if the Corporation and/or
the Bank do not provide written notice of non-renewal at least sixty (60) days
prior to January 1, 1999, the Agreement will automatically renew for an
additional twelve (12) month period terminating on December 31, 1999; or (2) If
the Corporation and/or the Bank provide written notice of non-renewal on
November 1, 1998, which is at least sixty (60) days prior to January 1, 1999,
the Agreement will terminate on December 31, 1998.
2. DEFINITION OF CHANGE OF CONTROL. For purposes of this Agreement, the
term "Change of Control" shall mean: A change in control of a nature that would
be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A and any successor rule or regulation promulgated under the
Securities Exchange Act of 1934 (the "Exchange Act"); provided that, without
limitation, such a change in control shall be deemed to have occurred if (a) any
"person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act),
other than the Corporation or any "person" who on the date hereof is a director
or officer of the Corporation is or becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
the Corporation representing twenty-five percent (25%) or more of the combined
voting power of the Corporation's then outstanding securities, or (b) during any
period of
-2-
<PAGE>
two consecutive years during the term of this Agreement, individuals who at the
beginning of such period constitute the Board of Directors of the Bank or
Corporation cease for any reason to constitute at least a majority thereof,
unless the election of each director who was not a director at the beginning of
such period has been approved in advance by directors representing at least
two-thirds of the directors then in office who were directors at the beginning
of the period, or (c) the sale or transfer of all or substantially all of the
Bank or Corporation's assets.
3. DEFINITION OF DATE OF CHANGE OF CONTROL. For purposes of this Agreement,
the date of Change of Control shall mean:
(a) the first date on which a single person and/or entity, or group of
affiliated persons and/or entities, acquire the beneficial ownership of
twenty-five percent (25%) or more of the Corporation's voting securities, or
(b) the date of the transfer of all or substantially all of the Bank or
Corporation's assets, or
(c) the date on which a merger, consolidation or combination is
consummated, as applicable, or
(d) the date on which individuals who formerly constituted a majority of
the Board of Directors of the Bank or Corporation, ceased to be a majority.
4. PAYMENTS UPON TERMINATION. If a Change of Control (as defined herein)
occurs, the Executive shall receive a lump sum amount equal to his current
Annual Direct Salary, as of the Date of the Change of Control (as defined
herein). Annual Direct Salary shall be defined herein as the fixed, gross, base
annual salary paid to the Executive in installments at such time as the Bank and
Corporation customarily pays its other senior officers and shall not include any
benefits,
-3-
<PAGE>
bonuses, incentives or other compensation.
5. UNAUTHORIZED DISCLOSURE. During the term of this Agreement, or at any
later time, the Executive shall not, without the written consent of the Board of
Directors of the Corporation or Bank or a person authorized thereby, knowingly
disclose to any person, other than an employee of the Corporation or Bank or a
person to whom disclosure is reasonably necessary or appropriate in connection
with the performance by the Executive of his duties as an executive of the
Corporation or Bank, any material confidential information obtained by him while
in the employ of the Corporation or Bank with respect to any of the Corporation
or Bank's services, products, improvements, formulas, designs or styles,
processes, customers, methods of business or any business practices the
disclosure of which could be or will be materially damaging to the Corporation
or Bank provided, however, that confidential information shall not include any
information known generally to the public (other than as a result of
unauthorized disclosure by the Executive or any person with the assistance,
consent or direction of the Executive) or any information of a type not
otherwise considered confidential by persons engaged in the same business or a
business similar to that conducted by the Corporation or Bank or any information
that must be disclosed as required by law.
6. RESTRICTIVE COVENANT. The Executive covenants and agrees that the
Executive shall not directly or indirectly, within the marketing area of the
Bank (defined as an area within twenty-five (25) miles of the registered office
of the Bank), enter into or engage generally in direct or indirect competition
with the Corporation or Bank or any subsidiary of the Corporation, either as an
individual on his own or as a partner or joint venturer, or as a director,
officer, greater than five percent (5%) shareholder, employee, agent,
independent contractor, lessor or creditor of or for any person, for a
-4-
<PAGE>
period of six (6) months after the date of termination of his employment if the
Executive's employment is terminated as a result of a Change of Control (as
defined herein). The existence of any claim or cause of action of the Executive
against the Corporation or Bank, whether predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement by the Corporation
or Bank of this covenant. The Executive agrees that any breach of the
restrictions set forth in this Agreement will result in irreparable injury to
the Corporation or Bank for which it shall have no adequate remedy at law and
the Corporation or Bank shall be entitled to injunctive relief in order to
enforce the provisions hereof. In the event that this paragraph shall be
determined by any court of competent jurisdiction to be unenforceable in part by
reason of it being too great a period of time or covering too great a
geographical area, it shall be in full force and effect as to that period of
time or geographical area determined to be reasonable by the court.
7. DAMAGES FOR BREACH OF CONTRACT. In the event of a breach of this
Agreement by either the Corporation, Bank or the Executive resulting in damages
to another party to this Agreement, that party may recover from the party
breaching the Agreement only those damages as set forth herein. In no event
shall any party be entitled to the recovery of attorney's fees or costs.
8. NOTICE. For the purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when hand-delivered or mailed by United States
certified mail, return receipt requested, postage prepaid, addressed as follows:
-5-
<PAGE>
If to the Executive: Bruce A. Lamborne
17118 Whitely Road
Monkton, MD 21111
If to the Bank: Larry J. Miller, President
PeoplesBank, A Codorus Valley Company
105 Leader Heights Road
York, Pennsylvania 17403
If to the Corporation: Larry J. Miller, President
Codorus Valley Bancorp, Inc.
105 Leader Heights Road
York, Pennsylvania 17403
or to such other address as any party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall be
effective only upon receipt.
9. SUCCESSORS. This Agreement shall inure to the benefit of and be binding
upon the Executive, the Corporation and the Bank and any of their successors or
assigns, provided however, that the Executive may not commute, anticipate,
encumber, dispose or assign any payment except as set forth in paragraph 12.
10. SEVERABILITY. If any provision of this Agreement is declared
unenforceable for any reason, the remaining provisions of this Agreement shall
be unaffected thereby and shall remain in full force and effect.
11. AMENDMENT. This Agreement may be amended or canceled only by mutual
agreement of the parties in writing.
12. PAYMENT OF MONEY DUE DECEASED EXECUTIVE. In the event of Executive's
death, any moneys that may be due him from the Bank under this Agreement as of
the date of death shall be paid to the person designated by him in writing for
this purpose, or in the absence of any such designation to his estate.
-6-
<PAGE>
13. LAW GOVERNING. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
14. ENTIRE AGREEMENT. This Agreement supersedes any and all agreements,
either oral or in writing, between the parties with respect to compensation
resulting from a Change of Control (as defined herein), and this Agreement
contains all the covenants and agreements between the parties with respect to
compensation resulting from a Change of Control (as defined herein).
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have caused this Agreement to be duly executed in their respective names
and, in the case of the Corporation and Bank, by its authorized representatives
the day and year above mentioned.
ATTEST: PEOPLESBANK,
A CODORUS VALLEY COMPANY
/s/ Barbara J. Myer By: /s/ Barry A. Keller
- ------------------------- -------------------------------
Barbara J. Myers Barry A. Keller
Secretary Chairman of the Board
ATTEST: CODORUS VALLEY BANCORP, INC.
/s/ Dallas L. Smith By: /s/ George A. Trout
- ------------------------- -------------------------------
Dallas L. Smith Dr. George A. Trout
Secretary Chairman of the Board
WITNESS:
/s/ Shirley A. Lehman /s/ Bruce A. Lamborne
- ------------------------- -------------------------------
Shirley A. Lehman Bruce A. Lamborne
-7-
<PAGE>
CHANGE OF CONTROL AGREEMENT
THIS CHANGE OF CONTROL AGREEMENT (hereinafter "Agreement") is made as of
the 1st day of October, 1997, between PeoplesBank, A Codorus Valley Company, a
Pennsylvania banking institution (the "Bank"), Codorus Valley Bancorp, Inc., a
Pennsylvania business corporation (the "Corporation") and Harry R. Swift, an
adult individual (the "Executive").
WHEREAS, the Bank employs the Executive as General Counsel and Chief
Administrative Officer; and
WHEREAS, the Executive will provide valued services to the Bank and
Corporation; and
WHEREAS, in recognition of the services which the Executive will provide to
the Bank and the Corporation, the Bank and Corporation desire to provide some
measure of financial security to the Executive in the event of a Change of
Control (as defined herein); and
WHEREAS, the purpose of this Agreement is to define certain severance
benefits that will be paid by the Bank and the Corporation in the event of a
Change of Control (as defined herein). This Agreement is not intended to affect
the terms of the Executive's employment at will, in the absence of a Change of
Control (as defined herein) of the Bank and the Corporation. Accordingly,
although this Agreement will take effect upon Executive as a binding legal
obligation of the Bank and the Corporation, it will become operative only upon a
Change in Control of the Bank and the Corporation, as that concept is defined
below.
NOW THEREFORE, in consideration of the Executive's service to the
Corporation and the Bank and of the mutual covenants, undertakings and
agreements set forth herein and intending to be legally bound hereby, the
parties agree as follows:
1. TERM. The initial term of this Agreement shall be for a period of
thirty-nine (39) months and shall be deemed to have commenced on October 1,
1997. Accordingly, the initial term
-1-
<PAGE>
shall continue until December 31, 2000. Each term thereafter shall consist of a
thirty-six (36) month period, which shall begin on January 1, of each year. The
renewal date of the initial term shall be January 1, 1999 and January 1, shall
be the renewal date each year thereafter. On the initial renewal date of January
1, 1999 and on each subsequent renewal date, this Agreement shall automatically
renew for an additional one (1) year period unless written notice of non-renewal
is provided to the Executive by the Corporation and/or the Bank, at least sixty
(60) days prior to such renewal date. For example: (1)if the Corporation and/or
the Bank do not provide written notice of non-renewal, at least sixty (60) days
prior to the January 1, 1999 renewal date, the Agreement will be extended an
additional one (1) year period, until December 31, 2001; (2) if the Corporation
and/or the Bank provide notice to the Executive of non-renewal on November 1,
1998, which is at least sixty days prior to January 1, 1999, the Agreement shall
terminate on December 31, 2000; or (3) if the Corporation and/or the Bank
provide notice to the Executive of non-renewal on November 1, 2001, which is at
least sixty days prior to January 1, 2002, the Agreement shall terminate on
December 31, 2003.
2. DEFINITION OF CHANGE OF CONTROL. For purposes of this Agreement, the
term "Change of Control" shall mean: A change in control of a nature that would
be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A and any successor rule or regulation promulgated under the
Securities Exchange Act of 1934 (the "Exchange Act"); provided that, without
limitation, such a change in control shall be deemed to have occurred if (a) any
"person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act),
other than the Corporation or any "person" who on the date hereof is a director
or officer of the Corporation is or becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or
-2-
<PAGE>
indirectly, of securities of the Corporation representing twenty-five percent
(25%) or more of the combined voting power of the Corporation's then outstanding
securities, or (b) during any period of two consecutive years during the term of
this Agreement, individuals who at the beginning of such period constitute the
Board of Directors of the Bank or Corporation cease for any reason to constitute
at least a majority thereof, unless the election of each director who was not a
director at the beginning of such period has been approved in advance by
directors representing at least two-thirds of the directors then in office who
were directors at the beginning of the period, or (c) the sale or transfer of
all or substantially all of the Bank or Corporation's assets.
3. DEFINITION OF DATE OF CHANGE OF CONTROL. For purposes of this Agreement,
the date of Change of Control shall mean:
(a) the first date on which a single person and/or entity, or group of
affiliated persons and/or entities, acquire the beneficial ownership of
twenty-five percent (25%) or more of the Corporation's voting securities,
or
(b) the date of the transfer of all or substantially all of the Bank
or Corporation's assets, or
(c) the date on which a merger, consolidation or combination between
the Bank and the Corporation and a third party is consummated, as
applicable, or
(d) the date on which individuals who formerly constituted a majority
of the Board of Directors of the Bank or Corporation, ceased to be a
majority.
4. PAYMENTS UPON TERMINATION. If a Change of Control (as defined herein)
occurs, the Executive shall receive an amount equal to his current "Annual
Direct Salary" from the Date of the Change of Control as defined in paragraph 3
through the last day of the term of this
-3-
<PAGE>
Agreement. Annual Direct Salary shall be defined herein as the fixed, gross,
base annual salary paid to the Executive in installments at such time as the
Bank and Corporation customarily pays its other senior officers and shall not
include any benefits, bonuses, incentives or other compensation. Provided,
however, that in no event shall the Executive receive an amount less than two
(2) times his current Annual Direct Salary as of the Date of the Change of
Control as defined herein.
5. UNAUTHORIZED DISCLOSURE. During the term of this Agreement, or at any
later time, the Executive shall not, without the written consent of the Board of
Directors of the Corporation or Bank or a person authorized thereby, knowingly
disclose to any person, other than an employee of the Corporation or Bank or a
person to whom disclosure is reasonably necessary or appropriate in connection
with the performance by the Executive of his duties as an executive of the
Corporation or Bank, any material confidential information obtained by him while
in the employ of the Corporation or Bank with respect to any of the Corporation
or Bank's services, products, improvements, formulas, designs or styles,
processes, customers, methods of business or any business practices the
disclosure of which could be or will be materially damaging to the Corporation
or Bank provided, however, that confidential information shall not include any
information known generally to the public (other than as a result of
unauthorized disclosure by the Executive or any person with the assistance,
consent or direction of the Executive) or any information of a type not
otherwise considered confidential by persons engaged in the same business or a
business similar to that conducted by the Corporation or Bank or any information
that must be disclosed as required by law.
6. RESTRICTIVE COVENANT. The Executive covenants and agrees that the
Executive shall not directly or indirectly, within the marketing area of the
Bank (defined as an area
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within twenty-five (25) miles of the registered office of the Bank), enter into
or engage generally in direct or indirect competition with the Corporation or
Bank or any subsidiary of the Corporation, either as an individual on his own or
as a partner or joint venturer, or as a director, officer, greater than five
percent (5%) shareholder, employee, agent, independent contractor, lessor or
creditor of or for any person, for a period of one (1) year after the date of
termination of his employment if the Executive's employment is terminated as a
result of a Change of Control (as defined herein). The existence of any claim or
cause of action of the Executive against the Corporation or Bank, whether
predicated on this Agreement or otherwise, shall not constitute a defense to the
enforcement by the Corporation or Bank of this covenant. The Executive agrees
that any breach of the restrictions set forth in this Agreement will result in
irreparable injury to the Corporation or Bank for which it shall have no
adequate remedy at law and the Corporation or Bank shall be entitled to
injunctive relief in order to enforce the provisions hereof. In the event that
this paragraph shall be determined by any court of competent jurisdiction to be
unenforceable in part by reason of it being too great a period of time or
covering too great a geographical area, it shall be in full force and effect as
to that period of time or geographical area determined to be reasonable by the
court. The restriction set forth in this Agreement shall not apply to the
Executive in the event that he is terminated as a result of a Change in Control
(as defined herein), and is subsequently employed in the private practice of
law.
7. DAMAGES FOR BREACH OF CONTRACT. In the event of a breach of this
Agreement by either the Corporation, Bank or the Executive resulting in damages
to another party to this Agreement, that party may recover from the party
breaching the Agreement only those
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damages as set forth herein. In no event shall any party be entitled to the
recovery of attorney's fees or costs.
8. NOTICE. For the purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given whenhand-delivered or mailed by United States
certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Executive: H. Ronald Swift
170 Sharon Drive
York, PA 17403
If to the Bank: Larry J. Miller, President
PeoplesBank, A Codorus Valley Company
105 Leader Heights Road
York, Pennsylvania 17403
If to the Corporation: Larry J. Miller, President
Codorus Valley Bancorp, Inc.
105 Leader Heights Road
York, Pennsylvania 17403
or to such other address as any party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall be
effective only upon receipt.
9. SUCCESSORS. This Agreement shall inure to the benefit of and be binding
upon the Executive, the Corporation and the Bank and any of their successors or
assigns, provided however, that the Executive may not commute, anticipate,
encumber, dispose or assign any payment except as set forth in paragraph 12.
10. SEVERABILITY. If any provision of this Agreement is declared
unenforceable for any reason, the remaining provisions of this Agreement shall
be unaffected thereby and shall remain in full force and effect.
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11. AMENDMENT. This Agreement may be amended or canceled only by mutual
agreement of the parties in writing.
12. PAYMENT OF MONEY DUE DECEASED EXECUTIVE. In the event of Executive's
death, any moneys that may be due him from the Bank under this Agreement as of
the date of death shall be paid to the person designated by him in writing for
this purpose, or in the absence of any such designation to his estate.
13. LAW GOVERNING. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
14. ENTIRE AGREEMENT. This Agreement supersedes any and all agreements,
either oral or in writing, between the parties with respect to compensation
resulting from a Change of Control (as defined herein), and this Agreement
contains all the covenants and agreements between the parties with respect to
compensation resulting from a Change of Control (as defined herein).
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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have caused this Agreement to be duly executed in their respective names
and, in the case of the Corporation and Bank, by its authorized representatives
the day and year above mentioned.
ATTEST: PEOPLESBANK,
A CODORUS VALLEY COMPANY
/s/ Barbara J. Myers By:/s/ Barry A. Keller
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Barbara J. Myers Barry A. Keller
Secretary Chairman of the Board
ATTEST: CODORUS VALLEY BANCORP, INC.
/s/ Dallas L. Smith By:/s/ George A. Trout
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Dallas L. Smith Dr. George A. Trout
Secretary Chairman of the Board
WITNESS:
/s/ Carol L. Swift /s/ Harry R. Swift
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Carol L. Swift Harry R. Swift
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