CODORUS VALLEY BANCORP, INC. (NASDAQ:CVLY) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.

On January 29, 2019, PeoplesBank, A Codorus Valley Company (the “Bank”), the wholly-owned subsidiary of Codorus Valley Bancorp, Inc. (the “Company”), entered into a Supplemental Executive Retirement Plan (the “Agreement”) with Diane E. Baker, Executive Vice President, Chief Operating Officer and Chief Risk Officer of the Bank and Vice President and Assistant Treasurer of the Company.

The Agreement provides that Ms. Baker will receive supplemental retirement payments upon retirement at the Normal Benefit Date of January 1, 2034 in the amount of $75,000 per annum, payable for 15 years in equal monthly installments commencing the month of the Normal Benefit Date.

In the event Ms. Baker were to voluntarily terminate her employment prior to the Normal Benefit Date, she would receive annual payments based on a 15 year vesting schedule attached as Exhibit A to the Agreement. The same benefit schedule would apply in the event of an early termination of employment due to disability as defined in the Agreement. In the event of Ms. Baker’s death prior to retirement, her beneficiary would be entitled to a lump sum payment in accordance with the vesting schedule set forth on Exhibit A to the Agreement.

In the event of a Change in Control of Bank, as defined in the Agreement, prior to Ms. Baker’s separation from service and prior to the Normal Benefit Date, Ms. Baker would be entitled to the full annual benefit payment in the amount of $75,000, payable for 15 years in equal monthly installments commencing the month of the Normal Benefit Date.

The Agreement provides that if any payment under the Agreement would be treated as an “excess parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended, that the amount of the payments to Ms. Baker would be reduced to the extent necessary to avoid treating such benefit payment as an “excess parachute payment.”

The Agreement also provides that Ms. Baker would forfeit any undistributed benefits under the Agreement if, within three (3) years following the termination of her employment, she violates certain non-compete, non-solicitation and confidentiality provisions contained in the Agreement.

The above summary of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

CODORUS VALLEY BANCORP INC Exhibit
EX-10.1 2 codorus190213_ex10-1.htm SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN    CODORUS VALLEY BANCORP,…
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About CODORUS VALLEY BANCORP, INC. (NASDAQ:CVLY)

Codorus Valley Bancorp, Inc. is a bank holding company. The Company provides a range of banking services through its subsidiary, PeoplesBank, A Codorus Valley Company (PeoplesBank). The Company operates through the community banking segment. PeoplesBank is a chartered bank that offers a range of business and consumer banking services. PeoplesBank provides personal banking, mortgage banking, wealth management and real estate settlement services. PeoplesBank operates approximately 20 financial centers located in York and Cumberland Counties in Pennsylvania, and in Baltimore, Harford and Carroll Counties, and Baltimore City in Maryland. The Company’s loan portfolio consists of commercial related loans and consumer related loans. The Company’s deposits include noninterest bearing demand, negotiable order of withdrawal (NOW), money market, savings and time deposits.