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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
     
  FORM 10-K  
     
 
  (Mark One)
☒
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2014
or
☐
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from _____________ to _____________.
 
  Commission file Number 0-15536  
     
 
 
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.)
 
 
 
105 Leader Heights Road, P.O. Box 2887, York, Pennsylvania 17405
 
 
(Address of principal executive offices) (Zip Code)
 
 
 
Registrant’s telephone number, including area code: 
(717) 747-1519
 
       
 
Securities registered pursuant to Section 12(b) of the Act:
 
 
 
Title of each class
 
Name of each exchange on which registered
 
 
Common Stock, $2.50 par value
 
NASDAQ Stock Market LLC
 
     
 
Securities registered pursuant to Section 12(g) of the Act: None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act. ☐ Yes ☒ No
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
 
Indicate by check mark if the disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in the definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
     
 
Large accelerated filer ☐
Accelerated filer ☒
 
Non-accelerated filer ☐
Smaller Reporting Company ☐
 
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. ☐ Yes ☒ No
 
The aggregate market value of Codorus Valley Bancorp, Inc.’s voting stock held by non-affiliates was approximately $108,117,325 as of June 30, 2014.
 
As of March 4, 2015, Codorus Valley Bancorp, Inc. had 5,838,553 shares of common stock outstanding, par value $2.50 per share.
 
DOCUMENTS INCORPORATED BY REFERENCE
 
Part III incorporates certain information by reference to the registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held May 19, 2015.
 

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Codorus Valley Bancorp, Inc.
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PART I
 
Item 1: Business
 
Codorus Valley Bancorp, Inc. (“Codorus Valley” or the “Corporation”) is a Pennsylvania business corporation, incorporated on October 7, 1986. On March 2, 1987, Codorus Valley became a bank holding company under the Bank Holding Company Act of 1956, as amended. PeoplesBank, A Codorus Valley Company (“PeoplesBank”) is its wholly owned bank subsidiary. The Corporation’s business consists primarily of managing PeoplesBank, and its principal source of income is dividends received from PeoplesBank. The Corporation also wholly-owns two non-bank subsidiaries, SYC Realty Co., Inc., a subsidiary for holding certain foreclosed assets pending liquidation, and CVLY Corp., which may be used, as needed, for the financial and legal management of acquisition transactions. On December 31, 2014, Codorus Valley had total consolidated assets of $1.21 billion, total deposits and other liabilities of $1.09 billion, and total shareholders’ equity of $118 million.
 
As reported on a Form 8-K filed on January 16, 2015, and as discussed in Note 20 – Subsequent Events to the consolidated financial statements included in this Annual Report on Form 10-K, on January 16, 2015, Codorus Valley acquired Madison Bancorp, Inc. (“Madison”), a Maryland corporation, and as part of the transaction, Madison’s wholly-owned banking subsidiary, Madison Square Federal Savings Bank (“MSFSB”), was merged with and into PeoplesBank, with PeoplesBank being the surviving bank.
 
Bank Subsidiary
 
PeoplesBank, organized in 1934, is a Pennsylvania chartered bank that offers a full range of business and consumer banking services. As of December 31, 2014, PeoplesBank operated twenty-one financial centers located in York and Cumberland Counties in Pennsylvania, and in Hunt Valley, Bel Air and Westminster, Maryland. PeoplesBank, with origins dating back to 1864, is focused on acquiring and nurturing financial relationships with small and mid-sized businesses. It also provides personal banking, mortgage banking, wealth management and real estate settlement services. The Federal Deposit Insurance Corporation insures the deposits of PeoplesBank to the maximum extent provided by law. On December 31, 2014, PeoplesBank had total gross loans of $921 million, excluding loans held for sale, and total deposits of $956 million. PeoplesBank had the second largest share of deposits in York County, Pennsylvania with deposits totaling 13.8 percent of the market as of June 30, 2014, the latest available measurement date.
 
PeoplesBank is not dependent on deposits of, or exposed to a loan concentration to, a single customer, or a small group of customers. Therefore, the loss of a single customer, or a small customer group, would not have a material adverse effect on the financial condition of PeoplesBank. At December 31, 2014, the largest indebtedness of a single PeoplesBank customer was approximately $12.5 million or 1.4 percent of the total loan portfolio, which was within PeoplesBank’s 2014 regulatory lending limit of $18.2 million.
 
Most of the Corporation’s business is with customers in York County, Pennsylvania and northern Maryland. Although this market area may pose a concentration risk geographically, we believe that the diverse local economy and our detailed knowledge of the customer base lessens this risk. At December 31, 2014, the Corporation had three industry concentrations that exceeded 10 percent of the total loan portfolio: commercial real estate investor was 15.7 percent of the portfolio; builder and developer were 12.5 percent of the portfolio; and residential real estate investors were 10.6 percent the portfolio. At December 31, 2013, the Corporation had two industry concentrations that exceeded 10 percent of the total loan portfolio: commercial real estate investor was 16.5 percent of the portfolio; and builder and developer were 12.4 percent of the portfolio. Loans to borrowers within these industries are usually collateralized by real estate.
 
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Nonbank Subsidiaries of PeoplesBank
 
PeoplesBank had five wholly-owned nonbank subsidiaries as of December 31, 2014, that are consolidated for financial reporting purposes. Codorus Valley Financial Advisors, Inc., a subsidiary that sells non-deposit investment products, began operations in January 2000, and previously operated as SYC Insurance Services, Inc. until the change to the current name in December 2005. SYC Settlement Services, Inc. is a subsidiary that has provided real estate settlement services since January 1999. Periodically, PeoplesBank creates nonbank subsidiaries for the purpose of temporarily holding certain foreclosed assets pending liquidation. On December 31, 2014, three of these foreclosed asset subsidiaries were active.
 
Nonbank Subsidiaries of Codorus Valley Bancorp, Inc.
 
In 2006, Codorus Valley formed CVB Statutory Trust No. 2, a wholly-owned special purpose subsidiary whose sole purpose was to facilitate a pooled trust preferred debt issuance of $7,217,000. In 2004, Codorus Valley formed CVB Statutory Trust No. 1 to facilitate a pooled trust preferred debt issuance of $3,093,000. The Corporation owns 100 percent of the common stock of these nonbank subsidiaries, which are not consolidated for financial reporting purposes. These obligations are reported as junior subordinated debt on the Corporation’s balance sheet.
 
In 1991, SYC Realty Co., Inc. was incorporated as a wholly owned subsidiary of Codorus Valley, and originally commenced operations in October 1995. Codorus Valley created this nonbank subsidiary primarily for the purpose of holding certain foreclosed properties obtained by PeoplesBank pending liquidation of those properties. SYC Realty was inactive during the entire reporting period of 2014.
 
In 2014, CVLY Corp. was formed as a wholly-owned subsidiary of Codorus Valley to be used in connection with the acquisition of Madison Bancorp, Inc. (which was completed on January 16, 2015). This entity may be used, as needed, for the financial and legal management of acquisition transactions.
 
Employees
 
At year-end 2014, PeoplesBank employed 226 full-time employees and 32 part-time employees, which equated to approximately 238 full-time equivalent employees. Employees are not covered by a collective bargaining agreement, and PeoplesBank considers its relations with employees to be satisfactory.
 
Segment Reporting
 
Management has determined that it operates in only one segment, community banking. The Corporation’s non-banking activities are insignificant to the consolidated financial statements.
 
Competition
 
The banking industry in PeoplesBank’s service area, principally York County, Pennsylvania, and northern Maryland (specifically, Baltimore, Harford and Carroll counties), is highly competitive. PeoplesBank competes through service and price, and by leveraging its hometown image. It competes with commercial banks and other financial service providers, such as thrifts, credit unions, consumer finance companies, investment firms and mortgage companies. Some financial service providers operating in PeoplesBank’s service area operate on a national and regional scale and possess resources that are greater than PeoplesBank’s.
 
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Supervision and Regulation
 
The Corporation is subject to extensive regulation under federal and Pennsylvania banking laws, regulations and policies, including prescribed standards relating to capital, earnings, dividends, the repurchase or redemption of shares, loans or extensions of credit to affiliates and insiders, internal controls, information systems, internal audit processes, loan documentation, credit underwriting, asset growth, impaired assets, and loan-to-value ratios. The bank regulatory framework is intended primarily for the protection of depositors, federal deposit insurance funds and the banking systems as a whole, and not for the protection of security holders.
 
The following summary sets forth certain of the material elements of the regulatory framework applicable to bank holding companies and their bank subsidiaries and provides certain specific information about Codorus Valley and PeoplesBank. It does not describe all of the provisions of the statutes, regulations and policies that are identified. To the extent that the following information describes statutory and regulatory provisions, it is qualified in its entirety by express reference to each of the particular statutory and regulatory provisions. A change in applicable statutes, regulations or regulatory policy may have a material effect on the business of the Corporation.
 
Bank Holding Company Regulations
 
Codorus Valley is registered as a bank holding company, and is subject to regulation by the Board of Governors of the Federal Reserve System (“Federal Reserve”), under the Bank Holding Company Act of 1956, as amended. The Bank Holding Company Act requires bank holding companies to file periodic reports with, and subjects them to examination by, the Federal Reserve. The Federal Reserve has issued regulations under the Bank Holding Company Act that require a bank holding company to serve as a source of financial and managerial strength to its subsidiary banks. As a result, the Federal Reserve may require Codorus Valley to use its resources to provide adequate capital funds to PeoplesBank during periods of financial stress or adversity.
 
The Bank Holding Company Act prohibits Codorus Valley from acquiring direct or indirect control of more than 5 percent of the outstanding voting stock of any bank, or substantially all of the assets of any bank, or merging with another bank holding company, without the prior approval of the Federal Reserve. The Pennsylvania Department of Banking and Securities must also approve certain similar transactions. Pennsylvania law permits Pennsylvania bank holding companies to control an unlimited number of banks.
 
The Bank Holding Company Act restricts Codorus Valley to activities that the Federal Reserve has found to be closely related to banking, and which are expected to produce benefits for the public that will outweigh any potentially adverse effects. Therefore, the Bank Holding Company Act prohibits Codorus Valley from engaging in most nonbanking businesses, or acquiring ownership or control of more than 5 percent of the outstanding voting stock of any company engaged in a nonbanking business, unless the Federal Reserve has determined that the nonbanking business is closely related to banking. Under the Bank Holding Company Act, the Federal Reserve may require a bank holding company to end a nonbanking business if it constitutes a serious risk to the financial soundness and stability of any bank subsidiary of the bank holding company.
 
The Federal Reserve Act imposes restrictions on a subsidiary bank of a bank holding company, such as PeoplesBank. The restrictions affect extensions of credit to the bank holding company and its subsidiaries, investments in the stock or other securities of the bank holding company and its subsidiaries, and taking such stock or securities as collateral for loans.
 
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The Federal Reserve Act and Federal Reserve regulations also place limitations and reporting requirements on extensions of credit by a bank to the principal shareholders of its parent holding company, among others, and to related interests of such principal shareholders. In addition, such legislation and regulation may affect the terms upon which any person becoming a principal shareholder of a holding company may obtain credit from banks with which the subsidiary bank maintains a correspondent relationship.
 
PeoplesBank and the banking industry, in general, are affected by the monetary and fiscal policies of the U.S. Treasury and government agencies, including the Federal Reserve. Through open market securities transactions, and changes in its federal funds and discount rates and reserve requirements, the Federal Reserve exerts considerable influence over the cost and availability of funds for lending and investment.
 
Small Business Lending Fund Program
 
The U.S. Department of the Treasury (“Treasury”) has a capital investment in the Corporation pursuant to the Corporation’s participation in the Treasury’s Small Business Lending Funding Program (SBLF Program). In August 2011, the Corporation sold to the Treasury, for an aggregate purchase price of $25 million, 25,000 shares of non-cumulative, perpetual preferred stock, Series B, $1,000 liquidation value, $2.50 par value. Proceeds from the SBLF Program were used in part to redeem $16.5 million of outstanding Series A preferred stock previously issued to the Treasury under its Capital Purchase Program (“CPP”) and to repurchase a related CPP common stock warrant. In May 2014, the Corporation redeemed 13,000 of the 25,000 outstanding shares of the Corporation’s preferred stock that had been issued to the Treasury, leaving 12,000 shares and $12 million of Series B preferred stock outstanding as of December 31, 2014. The preferred stock redemption was funded primarily with funds raised in a March 2014 private placement of Codorus Valley’s common stock.
 
The transactions involving the Treasury were previously disclosed in filings with the SEC. The terms of the Series B preferred stock impose limits on the ability of the Corporation to pay dividends and repurchase shares of common stock, as disclosed within Note 10–Shareholders’ Equity to the consolidated financial statements.
 
Regulation of PeoplesBank
 
PeoplesBank is a Pennsylvania chartered bank that is not a member of the Federal Reserve System, and its deposits are insured (up to applicable limits) by the Federal Deposit Insurance Corporation (“FDIC”). Accordingly, PeoplesBank’s primary federal regulator is the FDIC, and PeoplesBank is subject to the extensive regulation and examination by the FDIC and the Pennsylvania Department of Banking and Securities.
 
State and federal banking laws and regulations govern such things as: the scope of a bank’s business; permissible investments; the reserves against deposits a bank must maintain; the types and terms of loans a bank may make and the collateral it may take; the activities of a bank with respect to mergers and consolidations; the establishment of branches; and the sale of non-deposit investment products by the bank and its insurance subsidiary.
 
As the primary federal regulator of PeoplesBank, the FDIC regularly examines banks in such areas as capital, asset quality, management, earnings, liquidity and sensitivity to market risk and other aspects of operations and requires that PeoplesBank furnish annual and quarterly reports. Examinations by the FDIC are designed for the protection of PeoplesBank’s depositors rather than Codorus Valley’s shareholders. The FDIC provides deposit insurance to banks, which covers all deposit accounts. The standard maximum insurance amount is $250,000 per depositor.
 
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Effective January 1, 2012, PeoplesBank became subject to FDIC regulation 363.3(b), which requires depository institutions with total assets of $1 billion or more to engage an independent public accountant to examine, attest to, and report on the assertion of management concerning the institution’s internal control structure and procedures for financial reporting.
 
The Pennsylvania Insurance Department, the Securities and Exchange Commission (“SEC”) and the Financial Industry Regulatory Authority (“FINRA”) control and supervise the licensing and activities of employees engaged in the sale of non-deposit investment products.
 
Federal Deposit Insurance and Premiums
 
PeoplesBank pays deposit insurance premiums to the FDIC based on a risk-based assessment formula established by the FDIC for Deposit Insurance Fund (DIF) member institutions. Institutions are classified into one of four risk categories and pay premiums according to perceived risk to the FDIC’s DIF. PeoplesBank has consistently been a risk category I institution, the least risky category. Institutions in risk categories II, III and IV are assessed premiums at progressively higher rates. In accordance with a FDIC final rule in November 2009 pertaining to prepaid deposit insurance assessments for the banking industry, PeoplesBank prepaid approximately $4.4 million to the FDIC on December 30, 2009. This prepaid amount represented an accumulation of regular quarterly deposit insurance assessments projected by the FDIC through the year 2012. In June of 2013, the FDIC returned to PeoplesBank the amount remaining in the prepaid asset balance, approximately $1.3 million, that was not assessed through December 31, 2012. Beginning in the year 2013, the Corporation began to accrue the cost of FDIC premiums in anticipation of quarterly assessments by the FDIC.
 
In February 2011, the FDIC announced its final rule pertaining to, among other things, changes in the computation of risk-based insurance premiums as mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act. The final rule, which took effect April 1, 2011, changed the assessment base from domestic deposits to average assets minus average tangible equity, i.e., Tier 1 capital, and lowered assessment rates. For insured member institutions below $10 billion in total assets, the four risk categories framework mentioned earlier continues to apply. For the least risky category I institutions, such as PeoplesBank, the assessment rate range of 7 to 24 basis points on domestic deposits decreased to 2.5 to 9 basis points on total average assets minus average tangible equity. The final rule eliminated risk categories for large institutions with total assets of $10 billion or more. Instead, their assessment rates are now calculated using a scorecard that combines regulatory ratings and certain forward financial measures to assess the risk a large institution poses to the DIF. Generally, the change in the assessment methodology by the FDIC lowered deposit insurance premiums for community banks like PeoplesBank.
 
Dividend Restrictions
 
The Corporation is a legal entity separate and distinct from PeoplesBank. Declaration and payment of cash dividends depends upon cash dividend payments to the Corporation by PeoplesBank, which is the Corporation’s primary source of revenue and cash flow. Accordingly, the right of the Corporation, and consequently the right of our creditors and shareholders, to participate in any distribution of the assets or earnings of any subsidiary is necessarily subject to the prior claims of creditors of the subsidiary, except to the extent that claims of the Corporation in its capacity as a creditor may be recognized.
 
As a Pennsylvania chartered bank, PeoplesBank is subject to regulatory restrictions on the payment and amounts of dividends under the Pennsylvania Banking Code of 1965, as amended. Further, the ability of banking subsidiaries to pay dividends is also subject to their profitability, financial condition, capital expenditures and other cash flow requirements.

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The payment of dividends by PeoplesBank and the Corporation may also be affected by other factors, such as the requirement to maintain adequate capital above regulatory guidelines. The federal banking agencies have indicated that paying dividends that deplete a depository institution’s capital base to an inadequate level would be an unsafe and unsound banking practice. Under the Federal Deposit Insurance Corporation Improvement Act of 1991, a depository institution may not pay any dividend if payment would cause it to become undercapitalized or if it is already undercapitalized. Moreover, the federal agencies have issued policy statements that provide that bank holding companies and insured banks should generally only pay dividends out of current operating earnings. Federal banking regulators have the authority to prohibit banks and bank holding companies from paying a dividend if the regulators deem such payment to be an unsafe and unsound practice. More information about dividend restrictions and capital requirements can be found in Note 9 – Regulatory Matters, to the consolidated financial statements.
 
Other Laws and Regulations Affecting the Corporation and PeoplesBank
 
Small Business Jobs and Credit Act of 2010 In September 2010, President Obama signed into law the Small Business Jobs and Credit Act of 2010, which created the Small Business Lending Fund (“SBLF”). Under the SBLF, the U.S. Treasury was authorized to make a capital investment of up to $30 billion by purchasing securities in participating community banks, principally in the form of senior preferred stock, that agree to use the funds to increase small-business lending. The SBLF limits the investment by the Treasury to 5 percent of risk-weighted assets for participating banks with total assets of $1 billion or less, and to 3 percent of risk-weighted assets for participating banks with more than $1 billion but less than $10 billion of total assets. Although the dividend rate was initially set at 5 percent, a participating community bank can decrease the dividend rate to as low as 1 percent by increasing its qualifying small business lending portfolio balance by at least 10 percent above a baseline portfolio balance. However, four and a half years after issuance, the dividend rate on SBLF securities will increase to 9 percent regardless of the level of small business lending. The SBLF provides community banks with a relatively inexpensive form of Tier 1 capital and also provides an attractive option for community banks to refinance preferred stock issued to the Treasury pursuant to its Capital Purchase Program. As described above, the Corporation participated in the SBLF program beginning in 2011, and continues to participate in this program as discussed within the Shareholders’ Equity and Capital Adequacy sections in the Management Discussion and Analysis.
 
Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) In July 2010, the Dodd-Frank Act was enacted to improve accountability and transparency in the financial system, to attempt to end “too big to fail” pertaining to large, troubled financial institutions, to protect the American taxpayer by ending governmental bailouts, to protect consumers from abusive financial services practices, and for other purposes. The Dodd-Frank Act is broad and complex legislation that puts in place a sweeping new financial services regime that will have significant regulatory and legal consequences for banks now and for years to come. The effects of the Dodd-Frank Act on the financial services industry will depend, in large part, upon the extent to which regulators exercise the authority granted to them under the Dodd-Frank Act and the approaches taken in implementing regulations. Additional uncertainty regarding the effect of the Dodd-Frank Act exists due to the potential for additional legislative changes to the Dodd-Frank Act. The Corporation, like all financial institutions, has been and will continue to be impacted by the Dodd-Frank Act in the areas of corporate governance, deposit insurance assessments, capital requirements, risk management, stress testing, and regulation under consumer protection laws.

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Among other things, the Dodd-Frank Act:
 
  ● Provides extensive authorities to the federal bank regulatory agencies and, in particular, the Federal Reserve, to take proactive steps to reduce or eliminate threats to the safety of the financial system, impose strict controls on large bank holding companies ($50 billion or more) and nonbank financial companies to limit their risk, and take direct control of troubled financial companies considered systemically significant;
     
  ● Increases bank supervision by restructuring the supervision of holding companies and depository institutions; establishes the equivalent of a prompt corrective action program for large bank holding companies; requires that capital requirements for holding companies be at least as strict as capital requirements for depository institutions; disallows new issuances of trust preferred securities from qualifying for Tier 1 capital treatment; directs federal bank regulators to develop specific capital requirements for holding companies and depository institutions that address activities that pose risk to the financial system, such as significant activities in higher risk areas, or concentrations in assets whose reported values are based on models;
     
  ●
Establishes the Bureau of Consumer Financial Protection (“Bureau”) as an independent entity within the Federal Reserve System that has assumed responsibility for supervision and enforcement of most consumer protection laws, and has authority to supervise, examine and take enforcement action with respect to depository institutions with more than $10 billion in assets and nonbank mortgage industry participants and other designated nonbank providers of consumer financial services;
     
  ●
Places certain limitations on investment and other activities by depository institutions, holding companies and their affiliates; expands the coverage of Section 23A of the Federal Reserve Act to include the credit exposure related to additional transactions, including derivatives; and
     
  ●
Significantly increases the regulation of residential mortgage lending and servicing by banks and nonbanks by requiring, among other things, mortgage originators to ensure that the consumer will have the capacity to repay the loan; requires mortgage loan securitizers to retain a certain amount of risk, unless the mortgages conform to the new regulatory standards as qualified residential mortgages.
 
Sarbanes-Oxley Act of 2002 The Sarbanes-Oxley Act (“SOA”) was signed into law in July 2002 and applies to all companies, both U.S. and non-U.S, that file periodic reports under the Securities Exchange Act of 1934. The stated goals of the SOA were to increase corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws. The SEC is responsible for establishing rules to implement various provisions of the SOA. The SOA includes specific disclosure requirements and corporate governance rules, requires the SEC and securities exchanges to adopt extensive additional disclosure, corporate governance and other related rules and mandates further studies of certain issues by the SEC. The SOA represents significant regulation of the accounting profession and corporate governance practices, such as the relationship between a board of directors and management and between a board of directors and its committees. Section 404 of the SOA requires publicly held companies to document, test and certify that their internal control systems over financial reporting are effective.
 
Effective December 31, 2014, the Corporation is subject to the independent attestation requirement under Section 404 of the SOA. PeoplesBank remains subject to independent auditor attestation under FDIC regulation 363.3(b), which is a similar independent attestation requirement to Section 404 of the SOA.
 
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USA Patriot Act of 2001     In October of 2001, the USA Patriot Act of 2001 was enacted to strengthen U.S. law enforcement’s and the intelligence communities’ abilities to work cohesively to combat terrorism on a variety of fronts.  The Patriot Act contains sweeping anti-money laundering and financial transparency laws and imposes various regulations on financial institutions, including standards for verifying client identification at account opening, and rules to promote cooperation among financial institutions, regulators and law enforcement entities in identifying parties that may be involved in terrorism or money laundering.

Future Laws and Regulations

Periodically, various federal and state legislation is proposed that could result in additional regulation of, and restrictions on, the business of Codorus Valley and PeoplesBank.  It cannot be predicted whether such legislation will be adopted or, if adopted, how such legislation would affect the business of Codorus Valley and its subsidiaries.  As a consequence of the extensive regulation of commercial banking activities in the United States, Codorus Valley’s and PeoplesBank’s business is particularly susceptible to being affected by federal legislation and regulations. The general cost of compliance with numerous federal and state laws and regulations has had, and in the future may have, a negative impact on Codorus Valley’s results of operations.

Other Information

This Annual Report on Form 10-K is filed with the Securities and Exchange Commission (SEC). Copies of this document, the Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, amendments to those reports and other filings by Codorus Valley with the SEC may be obtained electronically at PeoplesBank’s website at www.peoplesbanknet.com (select “Investor Relations”, then select “SEC Filings”, then select “Documents”), or the SEC’s website at www.sec.gov/edgarhp.htm. Copies can also be obtained without charge by writing to: Treasurer, Codorus Valley B ancorp, Inc., 105 Leader Heights Road, York, PA 17403.

Where we have included web addresses in this report, such as the Corporation’s web address, we have included these web addresses as inactive text references only.  Except as specifically incorporated by reference into this report, information on those websites is not part hereof.
 
Item 1A:  Risk Factors
 
The Corporation has elected to set forth in this Annual Report on Form 10-K the following risk factors, notwithstanding the fact that the Corporation has no affirmative obligation, under the Securities Act or Securities Exchange Act of 1934, to provide such risk factors in this filing. Unless the context otherwise requires, references to “we,” “us,” “our,” “Codorus Valley Bancorp, Inc.,” “Codorus Valley” or the “Corporation” refer to Codorus Valley Bancorp, Inc. and its direct or indirect owned subsidiaries, and references to the “Bank” refer to PeoplesBank, a Codorus Valley Company, the wholly-owned banking subsidiary of the Corporation.
 
Before investing in the Corporation’s common stock, you should carefully consider the risks described below, in addition to the other information contained in this report and in our other filings with the SEC. The risks and uncertainties described below are not the only ones facing the Corporation. Additional risks and uncertainties that we are not aware of or focused on, or that we currently deem immaterial, may also impact our business and results of operations. If any of these known or unknown risks or uncertainties actually occur, our business, financial condition and results of operations could be materially and adversely affected. If this were to happen, the market price of our common stock could decline significantly, and you could lose all or part of your investment.
 
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Weakness in the economy may materially adversely affect our business and results of operations.
 
Our results of operations are materially affected by conditions in the capital markets and the economy generally, which continue to be uncertain and include sluggish economic growth, accompanied by high unemployment and historically low interest rates. In recent years, the economic downturn produced downward pressure on stock prices of, and credit availability to, certain companies without regard to those companies’ underlying financial strength.
 
In recent years, concerns over unemployment, energy costs, the availability and cost of credit, the U.S. mortgage market, a depressed U.S. real estate market and geopolitical issues such as sovereign-debt defaults and euro-zone political uncertainty have contributed to increased volatility and diminished expectations for the economy and the capital and credit markets in the near term. Dramatic declines in the housing market in recent years, with falling home prices and increasing foreclosures and unemployment, resulted in significant write-downs of asset values by financial institutions. While conditions have improved, a return to a recessionary economy could result in financial stress on our borrowers that would adversely affect our financial condition and results of operations. Deteriorating conditions in the local and regional economies we serve could drive losses beyond those provided for in our allowance for loan losses. The markets for fixed income instruments have experienced decreased liquidity, increased price volatility, credit downgrade events, and increased probability of default. Securities that are less liquid are more difficult to value and may be hard to dispose of. Domestic and international equity markets have also experienced periods of heightened volatility and turmoil, with issuers (such as the Corporation) that have exposure to the real estate, mortgage, automobile and credit markets particularly affected. These events and other market disturbances may have an adverse effect on us, in part because we are dependent upon customer behavior. Our revenues are susceptible to decline in such circumstances, and our profit margins could erode. In addition, in the event of extreme and prolonged market events, such as the global credit crisis, we could incur significant losses.
 
Factors such as consumer spending, business investment, government spending, the volatility and strength of the capital markets, and inflation all affect the business and economic environment and, ultimately, the profitability of our business. In an economic downturn characterized by higher unemployment, lower family income, lower corporate earnings, lower business investment and lower consumer spending, the demand for our financial products could be adversely affected. Adverse changes in the economy could affect earnings negatively and could have a material adverse effect on our business, results of operations and financial condition. The economic slowdown has resulted in legislative and regulatory actions, including the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or Dodd-Frank Act, that have impacted our business and will further impact our business in the future. In addition, we cannot predict whether there will be additional legislative or regulatory actions, when such actions may occur or what impact, if any, such actions could have on our business, results of operations and financial condition.
 
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Deterioration in our local and regional economy or real estate market may adversely affect our business.
 
Substantially all of our business is with customers located within York County, Pennsylvania and northern Maryland areas, including Bel Air, Hunt Valley, and Westminster. As a result of this geographic concentration, our results depend largely on economic conditions in these and surrounding areas. Deterioration in economic conditions in this market could:
     
 
●
increase loan delinquencies;
 
●
increase problem assets and foreclosures;
 
●
increase claims and lawsuits;
 
●
decrease the demand for our products and services; and
 
●
decrease the value of collateral for loans, especially real estate, in turn reducing customers’ borrowing power, the value of assets associated with nonperforming loans and collateral coverage.
 
Generally, we make loans to small and mid-sized businesses whose success depends on the regional economy. These businesses generally have fewer financial resources in terms of capital or borrowing capacity than larger entities. Adverse economic and business conditions in our market area could reduce our growth rate, affect our borrowers’ ability to repay their loans and, consequently, adversely affect our financial condition and performance. For example, we place substantial reliance on real estate as collateral for our loan portfolio. A sharp downturn in real estate values in our market area could leave many of our loans inadequately collateralized. If we are required to liquidate the collateral securing a loan to satisfy the debt during a period of reduced real estate values, our earnings could be adversely affected.
 
If our allowance for loan and lease losses is not sufficient to cover actual loan and lease losses, our earnings would decrease.
 
To absorb probable, incurred loan and lease losses that we may realize, we recognize an allowance for loan and lease losses based on, among other things, national and regional economic conditions, historical loss experience, and delinquency trends. However, we cannot estimate loan and lease losses with certainty, and we cannot assure you that charge-offs in future periods will not exceed the allowance for loan and lease losses. If charge-offs exceed our allowance, our earnings would decrease. In addition, regulatory agencies, as an integral part of their examination process, review our allowance for loan and lease losses and may require additions to the allowance based on their judgment about information available to them at the time of their examination. Factors that require an increase in our allowance for loan and lease losses, such as a prolonged economic downturn or continued weakening in general economic conditions such as inflation, recession, unemployment or other factors beyond our control, could reduce our earnings.
 
Our exposure to credit risk, which is heightened by our focus on commercial lending, could adversely affect our earnings and financial condition.
 
There are certain risks inherent in making loans. These risks include interest rate changes over the time period in which loans may be repaid, risks resulting from changes in the economy, risks inherent in dealing with borrowers and, in the case of a loan backed by collateral, risks resulting from uncertainties about the future value of the collateral.
 
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Commercial loans, including commercial real estate, are generally viewed as having a higher credit risk than residential real estate or consumer loans because they usually involve larger loan balances to a single borrower and are more susceptible to a risk of default during an economic downturn. Our consolidated commercial lending operations include commercial, financial and agricultural lending, real estate construction lending, and commercial mortgage lending. Construction financing typically involves a higher degree of credit risk than commercial mortgage lending. Risk of loss on a construction loan depends largely on the accuracy of the initial estimate of the property’s value at completion of construction compared to the estimated cost (including interest) of construction. If the estimated property value proves to be inaccurate, the loan may be inadequately collateralized.
 
Because our loan portfolio contains a significant number of commercial real estate, commercial and industrial loans, and construction loans, the deterioration of these loans may cause a significant increase in nonperforming loans. An increase in nonperforming loans could cause an increase in loan charge-offs and a corresponding increase in the provision for loan losses, which could adversely impact our financial condition and results of operations.
 
Changes in interest rates could adversely impact our financial condition and results of operations.
 
Our ability to make a profit, like that of most financial institutions, substantially depends upon our net interest income, which is the difference between the interest income earned on interest earning assets, such as loans and investment securities, and the interest expense paid on interest-bearing liabilities, such as deposits and borrowings. Changes in interest rates can increase or reduce net interest income and net income.
 
Different types of assets and liabilities may react differently, and at different times, to changes in market interest rates. When interest-bearing liabilities mature or reprice more quickly than interest-earning assets in a period, an increase in market rates of interest could reduce net interest income. When interest-earning assets mature or reprice more quickly than interest-bearing liabilities, falling interest rates could reduce net interest income. Changes in market interest rates are affected by many factors beyond our control, including inflation, unemployment, money supply, international events, and events in the United States and other financial markets.
 
We attempt to manage risk from changes in market interest rates, in part, by controlling the mix of interest rate sensitive assets and interest rate sensitive liabilities. However, interest rate risk management techniques are not exact and a rapid increase or decrease in interest rates could adversely affect our financial performance.
 
Government regulation significantly affects our business.
 
As a publicly traded financial holding Corporation, we are subject to various requirements and restrictions under the Dodd-Frank Act. The Dodd-Frank Act requires publicly traded companies to give shareholders a non-binding vote on executive compensation and so-called “golden parachute” payments and requires that listed companies implement and disclose “clawback” policies for recovery of incentive compensation paid to executive officers in connection with accounting restatements. The legislation also directs the Federal Reserve Board to promulgate rules prohibiting excessive compensation paid to bank holding Corporation executives, regardless of whether the Corporation is publicly traded or not.
 
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The Biggert-Waters Flood Insurance Reform Act of 2012, or Biggert-Waters, was enacted in 2012 and is intended to reform and modernize the National Flood Insurance Program by reducing federal insurance subsidies for certain property in flood-prone areas. The increases in flood insurance premiums proposed by Biggert-Waters were to take effect in the latter part of 2013, but subsequent legislative action has delayed certain flood insurance premium increases. Flood insurance premium increases could significantly slow economic activity in our market areas in which flood insurance policies are issued, as well as impair property owners’ ability to continue to own, and in the case of businesses, operate their facilities. To the extent these borrowers are impacted by Biggert-Waters, their ability to service loans owed to us, and the value of collateral could be adversely impacted. In addition, a decrease in the volume of sales transactions for properties located in these areas, as well as reduced deposit levels maintained by these customers, could result.   If there is no repeal or amendment of Biggert-Waters, potential outcomes could include, but not be limited to: lower loan growth, increased past due loans, increased non-performing assets, higher net charge offs, and/or reduced deposit levels. These events, either collectively or individually, could negatively affect our financial condition and results of operations.
 
Apart from the Dodd-Frank Act and Biggert-Waters, the banking industry is heavily regulated, and such regulations are intended primarily for the protection of depositors and the federal deposit insurance funds, not shareholders. As a financial holding Corporation, we are subject to regulation by the Federal Reserve. Our bank subsidiary is also regulated by the Federal Deposit Insurance Corporation, or FDIC, and is subject to regulation by the Pennsylvania Department of Banking and Securities and recently, by regulations promulgated by the Consumer Financial Protection Bureau as to consumer financial services and products. These regulations affect lending practices, capital structure, investment practices, dividend policy, and growth. In addition, we have non-bank operating subsidiaries from which we derive income. One of these non-bank subsidiaries, Codorus Valley Financial Advisors, Inc., engages in providing investment management and insurance brokerage services, industries that are also heavily regulated on both a state and federal level. In addition, newly enacted and amended laws, regulations, and regulatory practices affecting the financial service industry may result in higher capital requirements, higher insurance premiums and limit the manner in which we may conduct our business. Such changes may adversely affect us, including our ability to offer new products and services, obtain financing, attract deposits, make loans and leases and achieve satisfactory spreads, and may also result in the imposition of additional costs on us. As a public Corporation, we are also subject to the corporate governance standards set forth in the Sarbanes-Oxley Act of 2002, as well as any applicable rules or regulations promulgated by the SEC and The NASDAQ Stock Market, LLC.
 
Compliance with such current and potential regulation and scrutiny may significantly increase our costs, impede the efficiency of our internal business processes, affect retention of key personnel, require us to increase our regulatory capital, require us to invest significant management attention and resources and limit our ability to pursue business opportunities in an efficient manner.
 
We will become subject to more stringent capital requirements.
 
The Dodd-Frank Act required the federal banking agencies to establish minimum leverage and risk-based capital requirements for insured banks and their holding companies. The federal banking agencies issued a joint final rule, or the “Final Capital Rule,” that implements the Basel III capital standards and establishes the minimum capital levels required under the Dodd-Frank Act. Certain capital requirements mandated by the Final Capital Rule become effective January 1, 2015. The Final Capital Rule establishes a minimum common equity Tier I capital ratio of 6.5% of risk-weighted assets for a “well capitalized” institution and increases the minimum Tier I capital ratio for a “well capitalized” institution from 6.0% to 8.0%. Additionally, the Final Capital Rule requires an institution to maintain a 2.5% common equity Tier I capital conservation buffer over the 6.5% minimum risk-based capital requirement for “adequately capitalized” institutions, or face restrictions on the ability to pay dividends, discretionary bonuses, and engage in share repurchases. The Final Capital Rule permanently grandfathers trust preferred securities issued before May 19, 2010, subject to a limit of 25% of Tier I capital. The Final Capital Rule increases the required capital for certain categories of assets, including high-volatility construction real estate loans and certain exposures related to securitizations; however, the Final Capital Rule retains the current capital treatment of residential mortgages. Under the Final Capital Rule, we may make a one-time, permanent election to continue to exclude accumulated other comprehensive income from capital. If we do not make this election, unrealized gains and losses will be included in the calculation of our regulatory capital. Implementation of these standards, or any other new regulations, may adversely affect our ability to pay dividends, or require us to reduce business levels or raise capital, including in ways that may adversely affect our results of operations or financial condition.
 
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The soundness of other financial services institutions may adversely affect our credit risk.
 
Our ability to engage in funding transactions could be adversely affected by the actions and failure of other financial institutions. Financial services institutions are interrelated as a result of trading, clearing, counterparty, or other relationships. We have exposure to many different industries and counterparties, and we routinely execute transactions with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks, mutual funds, and other institutional clients. As a result, defaults by, or even questions or rumors about, one or more financial services institutions, or the financial services industry generally, have led to market-wide liquidity problems and could lead to losses or defaults by us or other institutions. Many of these transactions expose us to operational and credit risk in the event of default of our counterparty or client. In addition, our credit risk may be exacerbated when the collateral held by us cannot be realized upon or is liquidated at prices not sufficient to recover the full amount of the loan or derivative exposure due us. Losses related to these credit risks could materially and adversely affect our results of operations or earnings.
 
We are required to make a number of judgments in applying accounting policies and different estimates and assumptions in the application of these policies could result in a decrease in capital and/or other material changes to our reports of financial condition and results of operations.
 
Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses and reserve for unfunded lending commitments, the effectiveness of derivatives and other hedging activities, and the fair value of certain financial instruments (securities, derivatives, and privately held investments), income tax assets or liabilities (including deferred tax assets and any related valuation allowance), and share-based compensation. While we have identified those accounting policies that are considered critical and have procedures in place to facilitate the associated judgments, different assumptions in the application of these policies could result in a decrease to net income and, possibly, capital and may have a material adverse effect on our financial condition and results of operations.
 
From time to time, the Financial Accounting Standards Board, or FASB, and the SEC change the financial accounting and reporting guidance that governs the preparation of our financial statements. These changes are beyond our control, can be difficult to predict, and could materially impact how we report our financial condition and results of operations. We could be required to apply new or revised guidance retrospectively, which may result in the revision of prior financial statements by material amounts. The implementation of new or revised guidance could result in material adverse effects to our reported capital.
 
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We may elect or need to seek additional capital in the future, but that capital may not be available when needed.
 
We are required by federal and state regulatory authorities to maintain adequate levels of capital to support our operations. In the future, we may elect or need to raise additional capital. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets at that time, which are outside our control, and on our financial performance. Accordingly, we cannot assure you of our ability to raise additional capital if needed on acceptable terms. If we cannot raise additional capital when needed, our ability to expand our operations through internal growth or acquisitions could be materially impaired.
 
Our controls and procedures may fail or could be circumvented.
 
Management regularly reviews and updates our internal controls, disclosure controls and procedures, and corporate governance policies and procedures in order to ensure accurate financial control and reporting. Any system of controls, no matter how well designed and operated, can only provide reasonable, not absolute assurance that the objectives of the system are met. Any failure or circumvention of our controls and/or procedures could have a material adverse effect on our business and results of operation and financial condition.
 
The inability to hire or retain key personnel could adversely affect our business.
 
Our success is dependent upon our ability to attract and retain highly skilled individuals. We face intense competition from various other financial institutions, as well as from non-bank providers of financial services, such as credit unions, brokerage firms, insurance agencies, consumer finance companies and government organizations, for the attraction and retention of key personnel, specifically those who generate and maintain our customer relationships and serve in other key operation positions in the areas of finance, credit oversight and administration, and wealth management. These competitors may offer greater compensation and benefits, which could result in the loss of potential and/or existing substantial customer relationships and may adversely affect our ability to compete effectively. The unexpected loss of services of one or more of these or other key personnel could have a material adverse impact on our business because of their skills, knowledge of the markets in which we operate, years of industry experience and the difficulty of promptly finding qualified replacement personnel.
 
Unauthorized disclosure of sensitive or confidential client or customer information, whether through a breach of our computer systems, cyber-related crime to systems of our external data processing vendors, or otherwise, could severely harm our business.
 
As part of our business we collect, process, and retain sensitive and confidential client and customer information in both paper and electronic form. We believe we have taken reasonable and prudent security measures to prevent the loss of this information, including steps to detect and deter cyber-related crimes intended to electronically infiltrate our network, capture sensitive client and customer information, deny service to customers via our website, and harm our electronic processing capability. Despite the security measures we have in place, our facilities and systems, and those of our third-party service providers, may be vulnerable to security breaches, acts of vandalism, computer viruses or compromises, misplaced or lost data, programming and/or human errors, or other similar events. Any security breach involving the misappropriation, loss or other unauthorized disclosure of confidential customer information, whether by us or by our vendors, could severely damage our reputation, expose us to the risks of litigation and liability, disrupt our operations and have a material adverse effect on our business.
 
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Damage to our reputation could significantly harm our business, including our competitive position and business prospects.
 
We are dependent on our reputation within our market area, as a trusted and responsible financial Corporation, for all aspects of our relationships with customers, employees, vendors, third-party service providers, and others, with whom we conduct business or potential future business. Our ability to attract and retain customers and employees could be adversely affected if our reputation is damaged. Our actual or perceived failure to address various issues could give rise to reputational risk that could cause harm to us and our business prospects. These issues also include, but are not limited to, legal and regulatory requirements; properly maintaining customer and employee personal information; record keeping; money-laundering; sales and trading practices; ethical issues; appropriately addressing potential conflicts of interest; and the proper identification of the legal, reputational, credit, liquidity and market risks inherent in our products. Failure to appropriately address any of these issues could also give rise to additional regulatory restrictions and legal risks, which could, among other consequences, increase the size and number of litigation claims and damages asserted or subject us to enforcement actions, fines and penalties and incur related costs and expenses.
 
We rely on other companies to provide key components of our business infrastructure.
 
Third party vendors provide key components of our business infrastructure such as internet connections, network access and core application processing. While we have selected these third party vendors carefully, we do not control their actions. Any problems caused by these third parties, including as a result of their not providing us their services for any reason or their performing their services poorly, could adversely affect our ability to deliver products and services to our customers or otherwise conduct our business efficiently and effectively. Replacing these third party vendors could also entail significant delay and expense.
 
We continually encounter technological change, and we may have fewer resources than our competitors to continue to invest in technological improvements, which could reduce our ability to effectively compete.
 
Our future success depends, in part, on our ability to effectively embrace technology efficiencies to better serve customers and reduce costs. Many of our competitors have substantially greater resources to invest in technological improvements. There can be no assurance that we will be able to effectively implement new technology-driven products and services, which could reduce our ability to effectively compete. Failure to keep pace with technological change could potentially have an adverse effect on our business operations and financial condition.
 
Competition from other financial institutions in originating loans, attracting deposits and providing various financial services may adversely affect our profitability.
 
Our banking subsidiary faces substantial competition in originating loans, both commercial and consumer. This competition comes principally from other banks, savings institutions, mortgage banking companies, and other lenders. Many of our competitors enjoy advantages over us, including greater financial resources and higher lending limits, a wider geographic presence, more accessible branch office locations, the ability to offer a wider array of services or more favorable pricing alternatives, as well as lower origination and operating costs. This competition could reduce our net income by decreasing the number and size of loans that our banking subsidiary originates and the interest rates it may charge on these loans.
 
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In attracting business and consumer deposits, our bank subsidiary faces substantial competition from other insured depository institutions such as banks, savings institutions and credit unions, as well as institutions offering uninsured investment alternatives, including money market funds. Many of our competitors enjoy advantages over us, including greater financial resources, more aggressive marketing campaigns and better brand recognition and more branch locations. These competitors may offer higher interest rates than we do, which could decrease the deposits that we attract or require us to increase our rates to retain existing deposits or attract new deposits. Increased deposit competition could adversely affect our ability to generate the funds necessary for lending operations. As a result, we may need to seek other sources of funds that may be more expensive to obtain and could increase our cost of funds.
 
Our banking and non-banking subsidiaries also compete with non-bank providers of financial services, such as brokerage firms, consumer finance companies, credit unions, insurance companies and governmental organizations which may offer more favorable terms. Some of our non-bank competitors are not subject to the same extensive regulations that govern our banking operations. As a result, such non-bank competitors may have advantages over our banking and non-banking subsidiaries in providing certain products and services. This competition may reduce or limit our margins on banking and non-banking services, reduce our market share, and adversely affect our earnings and financial condition.
 
Difficulties in integrating our acquisition of Madison Bancorp, Inc., or the financial impact and integration of future acquisitions, could adversely affect our business.
 
The efficient and effective integration of any businesses the Corporation acquires into its organization is critical to the financial success of an acquisition transaction.  Our completed acquisition of Madison Bancorp, Inc. on January 16, 2015, and any future acquisitions, involve numerous risks including difficulties in integrating the culture, operations, technologies and personnel of the acquired companies, the diversion of management’s attention from other business concerns and the potential loss of customers.  Failure to successfully integrate the operations of Madison Bancorp, Inc. could also harm our business, results of operations and cash flows.
 
The market price of our common stock may fluctuate significantly, and this may make it difficult for you to resell shares of common stock owned by you at times or at prices you find attractive.
 
The market price of our common stock on the NASDAQ Global Market constantly changes. We expect that the market price of our common stock will continue to fluctuate and there can be no assurance about the market prices for our common stock.
 
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Our stock price may fluctuate as a result of a variety of factors, many of which are beyond our control. These factors include:
 
 
●
our financial condition, performance, creditworthiness and prospects;
 
●
quarterly variations in our operating results or the quality of our assets;
 
●
operating results that vary from the expectations of management, analysts and investors;
 
●
changes in expectations as to our future financial performance;
 
●
announcements of innovations, new products, strategic developments, significant contracts, acquisitions and other material events by us or our competitors;
 
●
the operating and securities price performance of other companies that investors believe are comparable to us;
 
●
future sales of our equity or equity-related securities;
 
●
the credit, mortgage and housing markets, the markets for securities relating to mortgages or housing, and developments with respect to financial institutions generally;
 
●
changes in global financial markets and global economies and general market conditions, such as interest or foreign exchange rates, stock, commodity or real estate valuations or volatility and other geopolitical, regulatory or judicial events; and
 
●
the relatively low trading volume of our common stock.
 
The trading volume of our common stock may not provide adequate liquidity for investors.
 
Our common stock is listed under the symbol “CVLY” on the NASDAQ Global Market. The average daily trading volume for shares of our common stock is less than larger financial services companies. Given the lower trading volume of our common stock, the sale of a significant number of these shares, or the expectation of such sales, could adversely affect the market price of our stock.
 
We may issue additional common stock or other equity securities in the future which could dilute the ownership interest of existing shareholders.
 
In order to maintain our capital at desired or regulatory-required levels or to replace existing capital, we may be required to issue additional shares of common stock, or securities convertible into, exchangeable for or representing rights to acquire shares of common stock. Generally, we are not restricted from issuing such additional shares. We may sell any shares that we issue at prices below the current market price of our common stock, and the sale of these shares may significantly dilute shareholder ownership. We could also issue additional shares in connection with acquisitions of other financial institutions or in connection with our equity compensation plans.
 
Offerings of debt and/or preferred equity securities may adversely affect the market price of our common stock.
 
We may attempt to increase our capital resources or, if our or our subsidiary bank’s capital ratios fall below the required minimums, we could be forced to raise additional capital by making additional offerings of debt or preferred equity securities, including medium-term notes, trust preferred securities, senior or subordinated notes and preferred stock. Upon liquidation, holders of our debt securities and shares of preferred stock and lenders with respect to other borrowings are likely to receive distributions of our available assets prior to the holders of our common stock. Additional equity offerings may dilute the holdings of our existing shareholders or reduce the market price of our common stock, or both. Holders of our common stock are not entitled to preemptive rights or other protections against dilution.
 
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Our board of directors is authorized to issue one or more classes or series of preferred stock from time to time without any action on the part of the shareholders. Our board of directors also has the power, without shareholder approval, to set the terms of any such classes or series of preferred stock that may be issued, including voting rights, dividend rights, and preferences over our common stock with respect to dividends or upon our dissolution, winding up and liquidation and other terms. If we issue preferred stock in the future that has a preference over our common stock with respect to the payment of dividends or upon our liquidation, dissolution or winding up, or if we issue preferred stock with voting rights that dilute the voting power of our common stock, the rights of holders of our common stock or the market price of our common stock could be adversely affected.
 
Our SBLF Preferred Stock impacts net income available to our common stockholders and earnings per common share.
 
As of December 31, 2014, we had $12 million of our Senior Non-cumulative Perpetual Preferred Stock, Series B, or SBLF Preferred Stock, issued and outstanding. The dividends declared on the SBLF Preferred Stock reduce the net income available to common stockholders and our earnings per common share. The SBLF Preferred Stock will also receive preferential treatment in the event of liquidation, dissolution or winding up of the Corporation.
 
The dividend rate on the SBLF Preferred Stock will increase significantly if we have not redeemed the SBLF Preferred Stock before February 18, 2016.
 
The per annum dividend rate on the SBLF Preferred Stock is currently, and will remain, fixed at 1% through the earlier of the redemption of the SBLF Preferred Stock by the Corporation and February 18, 2016. After February 18, 2016, the dividend rate on any outstanding SBLF Preferred Stock will be fixed at 9.00%. While we intend to redeem the SBLF Preferred Stock prior to February 18, 2016, our ability to complete a redemption of all of our SBLF Preferred Stock would be dependent on a number of factors, including, but not limited to, our capital position and the prior receipt of certain regulatory approvals. No assurance can be given that our capital position would support a redemption prior to February 18, 2016, or that required regulatory approvals would be received. Depending on our financial condition at the time, any increases in the dividend rate payable on the SBLF Preferred Stock could have a material adverse effect on our liquidity.
 
Regulatory and contractual restrictions may limit or prevent us from paying dividends on and repurchasing our common stock.
 
Our holding Corporation is an entity separate and distinct from its principal subsidiary, PeoplesBank, a Codorus Valley Corporation, and we derive substantially all of our revenue in the form of dividends from that subsidiary. Accordingly, we are and will be dependent upon dividends from the Bank to pay the principal of and interest on its indebtedness, to satisfy its other cash needs and to pay dividends on its common and preferred stock. The Bank’s ability to pay dividends is subject to its ability to earn net income and to meet certain regulatory requirements. In the event the Bank is unable to pay dividends to us, we may not be able to pay dividends on our common or preferred stock. Also, our right to participate in a distribution of assets upon a subsidiary’s liquidation or reorganization is subject to the prior claims of the subsidiary’s creditors, including those of its depositors.
 
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Under the terms of the SBLF Preferred Stock and the securities purchase agreement between us and the Treasury in connection with the SBLF transaction, our ability to pay dividends on or repurchase our common stock is subject to a limit requiring us generally not to reduce our Tier 1 capital from the level on the SBLF closing date by more than 10%. In addition, if we fail to pay an SBLF dividend, there are further restrictions on our ability to pay dividends on or repurchase our common stock. As described below in the next risk factor, the terms of our outstanding junior subordinated debt securities prohibit us from paying dividends on or repurchasing our common stock at any time when we have elected to defer the payment of interest on such debt securities or certain events of default under the terms of those debt securities have occurred and are continuing. These restrictions could have a negative effect on the value of our common stock. Moreover, holders of our common stock are entitled to receive dividends only when, as and if declared by our board of directors. Although we have historically paid cash dividends on our common stock, we are not required to do so and our board of directors could reduce, suspend or eliminate our common stock cash dividend in the future.
 
If we defer payments of interest on our outstanding junior subordinated debt securities or if certain defaults relating to those debt securities occur, we will be prohibited from declaring or paying dividends or distributions on, and from making liquidation payments with respect to, our common stock.
 
As of December 31, 2014, we had outstanding approximately $10 million aggregate principal amount of junior subordinated debt securities issued in connection with the sale of trust preferred securities by certain of our subsidiaries that are statutory business trusts. We have also guaranteed those trust preferred securities. There are currently two separate series of these junior subordinated debt securities outstanding, each series having been issued under a separate indenture and with a separate guarantee. Each of these indentures, together with the related guarantee, prohibits us, subject to limited exceptions, from declaring or paying any dividends or distributions on, or redeeming, repurchasing, acquiring or making any liquidation payments with respect to, any of our capital stock (including the SBLF Preferred Stock and our common stock) at any time when (i) there shall have occurred and be continuing an event of default under the indenture or any event, act or condition that with notice or lapse of time or both would constitute an event of default under the indenture; or (ii) we are in default with respect to payment of any obligations under the related guarantee; or (iii) we have deferred payment of interest on the junior subordinated debt securities outstanding under that indenture. In that regard, we are entitled, at our option but subject to certain conditions, to defer payments of interest on the junior subordinated debt securities of each series from time to time for up to five years.
 
Events of default under each indenture generally consist of our failure to pay interest on the junior subordinated debt securities outstanding under that indenture under certain circumstances, our failure to pay any principal of or premium on such junior subordinated debt securities when due, our failure to comply with certain covenants under the indenture, and certain events of bankruptcy, insolvency or liquidation relating to us or the Bank.
 
As a result of these provisions, if we were to elect to defer payments of interest on any series of junior subordinated debt securities, or if any of the other events described in clause (i) or (ii) of the first paragraph of this risk factor were to occur, we would be prohibited from declaring or paying any dividends on the SBLF Preferred Stock and our common stock, from redeeming, repurchasing or otherwise acquiring any of the SBLF Preferred Stock or our common stock, and from making any payments to holders of the SBLF Preferred Stock or our common stock in the event of our liquidation, which would likely have a material adverse effect on the market value of our common stock. Moreover, without notice to or consent from the holders of our common stock or the SBLF Preferred Stock, we may issue additional series of junior subordinated debt securities in the future with terms similar to those of our existing junior subordinated debt securities or enter into other financing agreements that limit our ability to purchase or to pay dividends or distributions on our capital stock, including our common stock.
 
Our common stock is not insured by any governmental entity.
 
Our common stock is not a deposit account or other obligation of any bank and is not insured by the FDIC or any other governmental entity.
 
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Anti-takeover provisions and restrictions on ownership could negatively impact our shareholders.
 
Provisions of federal and Pennsylvania law and our amended and restated articles of incorporation and bylaws could make it more difficult for a third party to acquire control of us or have the effect of discouraging a third party from attempting to acquire control of us. These provisions could make it more difficult for a third party to acquire us even if an acquisition might be in the best interest of our shareholders. In addition, the Bank Holding Corporation Act of 1956, as amended, or the BHCA, requires any bank holding Corporation to obtain the approval of the Federal Reserve prior to acquiring more than 5% of our outstanding common stock. Any person other than a bank holding Corporation is required to obtain prior approval of the Federal Reserve to acquire 10% or more of our outstanding common stock under the Change in Bank Control Act. Any holder of 25% or more of our outstanding common stock, other than an individual, is subject to regulation as a bank holding Corporation under the BHCA.
 
Finally, we are a party to a rights agreement, which, in general terms, works by imposing a significant penalty upon any person or group that acquires 20% or more of our outstanding common stock without the approval of our board of directors. These provisions, regulations and contract provisions apply even if the offer may be considered beneficial by some shareholders.
 
Item 1B:  Unresolved Staff Comments

Not applicable.

Item 2:  Properties

Codorus Valley owns the Codorus Valley Corporate Center (“Corporate Center”), subject to a first lien held by ACNB Bank and a second lien held by its wholly owned subsidiary, PeoplesBank. The first lien held by ACNB Bank supports a $3 million line of credit. No draws have been made on the line and on December 31, 2014, the balance was zero. The second lien held by PeoplesBank totaled $900,000 on December 31, 2014. The Corporate Center is located at 105 Leader Heights Road, York Township, York, PA.  This facility serves as the corporate headquarters and is approximately 40,000 square feet, a portion of which is leased to third-parties.  The Corporate Center is adjacent to PeoplesBank’s Data Operations Center and the Leader Heights banking office.

On December 31, 2014, PeoplesBank operated twenty-one branch banking offices.  Of this total, eight are owned by PeoplesBank and located in York County, Pennsylvania, one is owned by PeoplesBank and located in Cumberland County, Pennsylvania, and twelve are leased by PeoplesBank and are located in York County, PA, and in Baltimore, Carroll and Harford Counties in Maryland.

We believe that the above properties are adequate for the Corporation’s present levels of operation.
 
Item 3:  Legal Proceedings

In the opinion of management, there are no legal proceedings pending against Codorus Valley or any of its subsidiaries which are expected to have a material impact upon the financial position and/or operating results of the Corporation.  Management is not aware of any adverse proceedings known or contemplated by governmental authorities.

Item 4:  Mine Safety Disclosures

Not applicable.
 
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PART II

Item 5:  Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

Market Information

Codorus Valley Bancorp, Inc. common stock is listed on the NASDAQ Global Market under the symbol CVLY.  Codorus Valley had approximately 2,036 holders of record as of March 4, 2015.  The closing price per share of Codorus Valley’s common stock on March 4, 2015, was $20.36.  The following table sets forth high and low sales prices and dividends paid per common share for Codorus Valley as reported by NASDAQ during the periods indicated. All amounts reflect the impact of the common stock dividends distributed by the Corporation.
 
 
2014
 
2013
 
             
Dividends
             
Dividends
 
Quarter
High
 
Low
 
Per Share
 
High
 
Low
 
Per Share
 
First
  $ 21.29     $ 18.23     $ 0.114     $ 15.33     $ 12.01     $ 0.100  
Second
    20.88       18.52     $ 0.114       15.95       13.83     $ 0.100  
Third
    20.81       19.02     $ 0.119       17.32       15.65     $ 0.109  
Fourth
    24.00       16.29     $ 0.119       20.93       15.93     $ 0.109  

Dividend Policy

Codorus Valley has a long history of paying quarterly cash dividends on its common stock.  Codorus Valley presently expects to pay future cash dividends; however, the payment of such dividends will depend primarily upon the earnings of its subsidiary, PeoplesBank.  Management anticipates that substantially all of the funds available for the payment of cash dividends by Codorus Valley will be derived from dividends paid to it by PeoplesBank.  The payment of cash dividends is also subject to restrictions on dividends and capital requirements as reported in Note 9-Regulatory Matters in the notes to the consolidated financial statements.

The annualized dividend rate on the Series B preferred stock issued by Codorus Valley to the Treasury under the SBLF Program was 1 percent for the years ended December 31, 2014 and 2013, and 1.54 percent for the year ended December 31, 2012.  Based on the increase in the qualified small business lending portfolio balance over the baseline level at September 30, 2013, the dividend rate will remain at 1 percent through February 18, 2016. Thereafter, under the terms of the Series B preferred stock, the d ividend rate will increase to 9% (including a quarterly lending incentive fee of 0.5%). Additional information about Series B preferred stock is disclosed in Note 10—Shareholders’ Equity in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2011.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information about options outstanding and securities available for future issuance under the Corporation’s 2000 Stock Incentive Plan, 2001 Employee Stock Bonus Plan, 2007 Long Term Incentive Plan and 2007 Employee Stock Purchase Plan.
 
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Equity Compensation Plan Information
 
               
Number of securities
 
   
Number of securities
         
remaining available for future
 
   
to be issued upon
   
Weighted-average
   
issuance under equity
 
   
exercise of outstanding
   
exercise price of
   
compensation plans
 
   
options, warrants, and
   
outstanding options,
   
(excluding securities
 
Plan Category
 
rights
   
warrants and rights
   
reflected in the first column)
 
Equity compensation plans approved by security holders
    190,585     $ 11.88       351,551 (1)   
Equity compensation plans not approved by security holders
    0       0       16,545 (2)   
Total
    190,585     $ 11.88       368,096    
 
(1)
Includes 173,413 shares available for issuance under the 2007 Employee Stock Purchase Plan.
(2)
Shares available for issuance under the 2001 Employee Stock Bonus Plan that provides for shares of common stock to employees as performance-based compensation.
 
Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The Corporation has a Share Repurchase Program (Program), which was authorized in 1995, and has been periodically amended, to permit the purchase of up to a maximum of 4.9 percent of the outstanding shares of the Corporation’s common stock at a price per share no greater than 200 percent of the latest quarterly published book value.  The U.S. Treasury’s Small Business Lending Fund (SBLF) agreement imposes limits on the ability of the Corporation to repurchase shares of common stock if it fails to declare and pay quarterly dividends on the SBLF preferred stock.

For the years ended December 31, 2014 and 2013, the Corporation did not acquire any of its common stock under the current repurchase program.
 
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Codorus Valley Bancorp, Inc.
                               
   
2014
   
2013
   
2012
   
2011
   
2010
 
Summary of operations (in thousands)
                             
Interest income
  $ 50,400     $ 46,972     $ 46,512     $ 45,411     $ 44,027  
Interest expense
    8,040       8,619       10,527       12,359       13,154  
Net interest income
    42,360       38,353       35,985       33,052       30,873  
Provision for loan losses
    1,600       1,470       1,750       4,935       2,990  
Noninterest income
    8,153       7,754       8,190       7,358       7,574  
Noninterest expense
    32,476       30,154       29,928       27,079       28,116  
Income before income taxes
    16,437       14,483       12,497       8,396       7,341  
Provision for income taxes
    4,668       3,917       3,103       1,617       1,133  
Net income
    11,769       10,566       9,394       6,779       6,208  
Preferred stock dividends and discount accretion
    174       250       384       1,460       980  
Net income available to common shareholders
  $ 11,595     $ 10,316     $ 9,010     $ 5,319     $ 5,228  
                                         
Per common share
                                       
(adjusted for stock dividends)
                                       
Net income, basic
  $ 2.07     $ 2.07     $ 1.84     $ 1.10     $ 1.10  
Net income, diluted
  $ 2.03     $ 2.03     $ 1.82     $ 1.10     $ 1.10  
Cash dividends paid
  $ 0.466     $ 0.417     $ 0.347     $ 0.304     $ 0.216  
Stock dividends distributed
    5 %     5 %     5 %     -       -  
Book value
  $ 18.25     $ 16.40     $ 15.45     $ 14.03     $ 12.53  
Tangible book value
  $ 18.25     $ 16.40     $ 15.45     $ 13.99     $ 12.47  
Cash dividend payout ratio
    22.5 %     20.1 %     18.8 %     27.3 %     19.6 %
Weighted average shares outstanding
    5,611,806       4,981,789       4,896,752       4,814,041       4,738,381  
Weighted average diluted shares outstanding
    5,710,117       5,081,307       4,963,624       4,844,670       4,745,655  
                                         
Profitability ratios
                                       
Return on average shareholders ’ equity (ROE)
    10.22 %     10.08 %     9.55 %     8.04 %     8.12 %
Return on average assets (ROA)
    0.98 %     0.96 %     0.90 %     0.69 %     0.67 %
Net interest margin
    3.84 %     3.83 %     3.81 %     3.73 %     3.72 %
Efficiency ratio
    62.83 %     63.01 %     65.65 %     64.20 %     69.87 %
Net overhead ratio
    2.08 %     2.05 %     2.13 %     2.02 %     2.24 %
                                         
Capital ratios
                                       
Tier 1 risk-based capital
    13.24 %     12.79 %     13.59 %     13.35 %     12.51 %
Total risk-based capital
    14.42 %     13.89 %     14.79 %     14.55 %     13.64 %
Average shareholders’ equity to average assets
    9.62 %     9.57 %     9.45 %     8.56 %     8.29 %
 
                                       
Summary of financial condition at year-end (in thousands)
                                       
Investment securities
  $ 216,973     $ 233,483     $ 236,925     $ 237,496     $ 226,603  
Loans
    920,554       859,898       740,225       696,384       645,839  
Assets
    1,213,846       1,150,641       1,059,737       1,012,132       957,332  
Deposits
    954,973       925,303       901,307       854,399       806,110  
Borrowings
    132,590       110,856       50,171       56,885       68,805  
Equity
    118,440       107,649       101,331       93,242       76,539  
                                         
Other data
                                       
Number of bank offices
    21       20       18       18       17  
Number of employees ( full-time equivalents )
    238       229       219       203       198  
Wealth Management assets, market value ( in thousands )
  $ 307,000     $ 261,044     $ 329,626     $ 277,505     $ 368,985  
 
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Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Management’s discussion and analysis of the significant changes in the results of operations, capital resources and liquidity presented in the accompanying consolidated financial statements for Codorus Valley Bancorp, Inc. (Codorus Valley or the Corporation), a bank holding company, and its wholly owned subsidiary, PeoplesBank, A Codorus Valley Company (PeoplesBank), are provided below. Codorus Valley’s consolidated financial condition and results of operations consist almost entirely of PeoplesBank’s financial condition and results of operations. Current performance does not guarantee and may not be indicative of similar performance in the future.
 
Forward-looking Statements
 
Management of the Corporation has made forward-looking statements in this Form 10-K. These forward-looking statements may be subject to risks and uncertainties. Forward-looking statements include information concerning possible or assumed future results of operations of the Corporation and its subsidiaries. When words such as “believes,” “expects,” “anticipates,” or similar expressions are used in this Form 10-K, management is making forward-looking statements.
 
Note that many factors, some of which are discussed elsewhere in this report and in the documents that are incorporated by reference, could affect the future financial results of the Corporation and its subsidiaries, both individually and collectively, and could cause those results to differ materially from those expressed in the forward-looking statements contained or incorporated by reference in this Form 10-K. These factors include, but are not limited to, the following:
 
 
●
Operating, legal and regulatory risks;
 
●
Credit risk, including an increase in nonperforming assets requiring loss provisions and the incurrence of carrying costs related to nonperforming assets;
 
●
Interest rate fluctuations which could increase our cost of funds or decrease our yield on earning assets and therefore reduce our net interest income;
 
●
Declines in the market value of investment securities considered to be other-than-temporary;
 
●
Unavailability of capital when needed or availability at less than favorable terms;
 
●
Unauthorized disclosure of sensitive or confidential client or customer information, whether through a breach of our computer systems or otherwise, may adversely affect the Corporation’s operations, net income or reputation;
 
●
Inability to achieve merger-related synergies, and difficulties in integrating the business and operations of acquired institutions;
 
●
A prolonged economic downturn;
 
●
Political and competitive forces affecting banking, securities, asset management and credit services businesses;
 
●
The effects of and changes in the rate of FDIC premiums, including special assessments;
 
●
Future legislative or administrative changes to U.S. governmental capital programs;
 
●
Enacted financial reform legislation, e.g., Dodd-Frank Wall Street Reform and Consumer Protection Act, may have a significant impact on the Corporation’s business and results of operations; and
 
●
The risk that management’s analyses of these risks and forces could be incorrect and/or that the strategies developed to address them could be unsuccessful.
 
The Corporation undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date of this report.
 
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Critical Accounting Estimates
 
Disclosure of Codorus Valley’s significant accounting policies is included in Note 1 in the notes to the consolidated financial statements included in this Form 10-K. Some of these policies require management to make significant judgments, estimates and assumptions that have a material impact on the carrying value of certain assets and liabilities. Management makes significant estimates in determining the allowance for loan losses, valuation of foreclosed real estate, and evaluation of other-than-temporary impairment losses of securities.
 
Management considers a variety of factors in establishing allowance for loan losses such as current economic conditions, diversification of the loan portfolio, delinquency statistics, results of internal loan reviews, financial and managerial strength of borrowers, adequacy of collateral, (if collateral dependent, or present value of future cash flows) and other relevant factors. There is also the potential for adjustment to the allowance for loan losses as a result of regulatory examinations.
 
Foreclosed real estate is initially recorded at fair value minus estimated costs to sell at the date of foreclosure, establishing a new cost basis. Appraisals are generally used to determine fair value. After foreclosure, management reviews valuations at least quarterly and adjusts the asset to the lower of cost or fair value minus estimated costs to sell. Estimates related to the value of collateral can have a significant impact on whether or not management continues to accrue income on delinquent and impaired loans and on the amounts at which foreclosed real estate is recorded on the statement of financial condition.
 
The Corporation records its available-for-sale securities portfolio at fair value. Fair values for these securities are determined based on methodologies in accordance with FASB Accounting Standards Codification (ASC) Topic 820. Fair values for debt securities are volatile and may be influenced by any number of factors, including market interest rates, prepayment speeds, discount rates, credit ratings and yield curves. Fair values for debt securities are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on the quoted prices of similar instruments or an estimate of fair value by using a range of fair value estimates in the market place as a result of the illiquid market specific to the type of security. When the fair value of a debt security is below its amortized cost and depending on the length of time the condition exists and the extent the fair value is below amortized cost, additional analysis is performed to determine whether an other-than-temporary impairment condition exists. Debt securities are analyzed quarterly for possible other-than-temporary impairment. The analysis considers whether the Corporation has the intent to sell its debt securities prior to market recovery or maturity and whether it is more likely than not that the Corporation will be required to sell its debt securities prior to market recovery or maturity. Often, information available to conduct these assessments is limited and rapidly changing, making estimates of fair value subject to judgment. If actual information or conditions are different than estimated, the extent of the impairment of the debt security may be different than previously estimated, which could have a material effect on the Corporation’s results of operations and financial condition.
 
Management discussed the development and selection of critical accounting estimates and related Management Discussion and Analysis disclosure with the Audit Committee. There were no material changes made to the critical accounting estimates during the periods presented within this report. Additional information is contained in Management’s Discussion and Analysis regarding critical accounting estimates, including the provision and allowance for loan losses located on pages 34 and 51 of this report.
 
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FINANCIAL HIGHLIGHTS
 
Executive Summary
 
The Corporation’s net income available to common shareholders (earnings) was $11,595,000 for the full year 2014, compared to $10,316,000 of earnings in 2013, an increase of $1,279,000 or 12 percent.
 
 
●
Net interest income for 2014 increased $4,007,000 or 10 percent when compared to 2013, primarily due to an increase in the volume of commercial loans, and decreases in funding costs.
 
 
●
Noninterest income for 2014 increased $399,000 or 5 percent when compared to 2013, primarily due to increases in trust fees, service fees on deposits, and gains on sales of investment securities. These increases more than offset a decrease in gains from the sale of residential mortgages.
 
 
●
Noninterest expense for 2014 increased $2,322,000 or 8 percent above 2013, as personnel costs rose due to both franchise expansion activities (new financial centers), and planned staff additions given the Corporation’s overall business growth. Also, noninterest expenses for 2014 included pre-merger expenses associated with the Corporation’s acquisition of Madison Bancorp, Inc.
 
 
●
The loan loss provision for 2014 increased $130,000 compared to 2013, reflective of the Corporation’s continued commercial loan growth and related credit risk profile.
 
 
●
The provision for income taxes for 2014 increased $751,000 above the income tax provision for 2013. The increase is directionally consistent with the higher pretax income for 2014 versus 2013, and reflects a decrease in the amount of tax-exempt income when compared to 2013.
 
 
●
Preferred stock dividends for 2014 decreased $76,000 compared to 2013. During 2014, the Corporation redeemed $13,000,000 of $25,000,000 in outstanding shares of preferred stock issued under the U.S. Treasury’s Small Business Lending Fund Program (SBLF Program).
 
 
●
Earnings per share was $2.07 basic and $2.03 diluted, for both 2014 and 2013, as the increase in net income for 2014 was neutralized by the per common share dilutive impact of the Corporation’s private placement common capital raise which was completed in the first quarter of 2014.
 
 
●
Net interest margin (tax-equivalent basis) for 2014 was 3.84 percent, compared to 3.83 percent for 2013. Given the continued low interest rate environment, the Corporation was able to decrease its cost of interest-bearing liabilities to 0.84 percent in 2014, as compared to 0.97 percent in 2013. However, these low market interest rates also resulted in slightly reduced yields on loans and investments, as the Corporation’s average yield on earning assets declined to 4.55 percent in 2014, compared to 4.66 percent in 2013.
 
On December 31, 2014, total assets were approximately $1.2 billion, representing a 5 percent increase compared to December 31, 2013. Asset growth for 2014 occurred primarily in the commercial loan portfolio and was funded primarily by increases in core deposits and low-rate wholesale advances.
 
The Corporation’s capital level remained sound as evidenced by capital ratios that exceed current regulatory requirements for well capitalized institutions.
 
The closing price for the Corporation’s common stock (NASDAQ: CVLY) was $19.68 per share on December 31, 2014, compared to $19.53 per share on December 31, 2013. Cash dividends paid on common shares for the year 2014 totaled $0.466 per share, as adjusted for stock dividends, representing an increase of $0.049 or 12 percent above the cash dividends of $0.417, as adjusted, paid in 2013. Also, the Corporation distributed a 5 percent common stock dividend on December 9, 2014.
 
The Selected Financial Data schedule, located on page 25 of this report, provides a summary of operations and performance metrics for the past five years in a comparative format.
 
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Year Ended December 31, 2014 vs. Year Ended December 31, 2013
 
The full year 2014 net income available to common shareholders of $11,595,000 represents an increase of $1,279,000 compared to the full year 2013 earnings of $10,316,000. Earnings per share remained the same for 2014 and 2013, at $2.07 basic and $2.03 diluted, as the 12 percent increase in net income neutralized the per share dilutive impact of the issuance of 650,000 common shares during the first quarter of 2014 from a private placement common capital raise. The Corporation used the funds from the private placement to redeem $13,000,000 of the $25,000,000 in outstanding shares of Series B preferred stock issued under the U.S. Treasury’s Small Business Lending Fund Program.
 
The increase in earnings for 2014 was driven by an increase in net interest income, which totaled $42,360,000 for the year ended December 31, 2014, representing an increase of $4,007,000 or 10 percent above net interest income of $38,353,000 for 2013. The growth in net interest income reflects the increased volume of earning assets (primarily commercial loans), and decreases in funding costs.
 
The loan loss provision for 2014 totaled $1,600,000 as compared to the loan loss provision of $1,470,000 for 2013, contributing to an increase in allowance for loan losses from $9,975,000 at December 31, 2013, to $11,162,000 at December 31, 2014. The allowance for loan losses as a percentage of total period-end loans was 1.21 percent and 1.16 percent as of December 31, 2014 and 2013, respectively. The increased allowance for loan losses reflected both the overall commercial loan growth for 2014, and the Corporation’s analysis of the adequacy of the allowance based upon the size, composition, and risks to the loan portfolio, the level of specific reserves, and realized net charge-offs.
 
Noninterest income for the year ended December 31, 2014, totaled $8,153,000 representing an increase of $399,000 or 5 percent compared to noninterest income of $7,754,000 for 2013. Specific noninterest income increases included higher trust fees (which was due to growth in trust assets under management), increases in service fees on deposits, and gains on sales of investment securities. The Corporation realized the securities gains to substantially offset pre-merger costs associated with the acquisition of Madison Bancorp, Inc. The aforementioned increases in noninterest income components more than offset a decrease in gains from the sale of residential mortgages, primarily due to reduced mortgage loan demand and production in 2014 as compared to 2013.
 
Noninterest expense for the year ended December 31, 2014, totaled $32,476,000 representing a $2,322,000 or 8 percent increase above noninterest expenses of $30,154,000 for the year 2013. Personnel expenses increased due to new franchise expansion (Camp Hill, PA and Shrewsbury, PA financial centers in 2014; the Dover, PA financial center in late 2013), and planned staff additions given the Corporation’s overall business growth. The overall noninterest expense increase also reflected the Corporation incurring $533,000 of costs in 2014 associated with the acquisition of Madison Bancorp, Inc. which consummated on January 16, 2015, as disclosed on a Form 8-K filed on the same date. Pre-acquisition expenses in 2014 included investment banking fees, legal expenses, and external data processing conversion costs.
 
The provision for income taxes for 2014 totaled $4,668,000 which was $751,000 or 19 percent above the provision for income taxes for 2013 of $3,917,000. The increase is directionally in alignment with the higher pretax income for 2014 as compared to 2013, and reflects a decrease in the amount of tax-exempt income when compared to 2013.
 
Preferred stock dividends for 2014 were $174,000, a decrease of $76,000 compared to $250,000 of preferred stock dividends paid in 2013. The preferred stock dividend rate for both years was 1%. On May 30, 2014, as reported on a Form 8-K filed on the same date, the Corporation redeemed $13,000,000 of $25,000,000 in outstanding shares of Series B preferred stock issued under the U.S. Treasury’s Small Business Lending Fund Program.
 
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On December 31, 2014, total assets were $1.21 billion, representing a 5 percent increase compared to total assets of $1.15 billion as of December 31, 2013. Asset growth for 2014 occurred primarily in the commercial loan portfolio and was funded by increases in core deposits, as well as low-rate advances from the Federal Home Loan Bank of Pittsburgh.
 
The growth in core deposits included a $20 million increase in the average balance of noninterest bearing deposits for 2014 as compared to 2013. Growing core deposits remains a particular focus of the Corporation because the rates paid for such deposits are low, transactional activity on these deposits are a source of fee income, and a core deposit relationship provides the opportunity to cross-sell other financial products and services. The Corporation excludes time deposits in its definition of core deposits.
 
Cash dividends paid on common shares for the year 2014 totaled $0.466 per share, as adjusted for stock dividends, representing an increase of $0.049 or 12 percent above the cash dividends of $0.417, as adjusted, paid for the year 2013.
 
The Corporation distributed a 5 percent common stock dividend on December 9, 2014, the same common stock dividend percentage that was distributed in December 2013.
 
As a result of profitable operations, the Corporation’s capital level remained sound as evidenced by capital ratios that exceed current regulatory requirements for well capitalized institutions. Table 9 - Capital Ratios, following, shows that both the Corporation and PeoplesBank were well capitalized for all periods presented.
 
Year Ended December 31, 2013 vs. Year Ended December 31, 2012
 
The Corporation earned net income available to common shareholders (earnings) for the year 2013 totaling $10,316,000 or $2.07 per share basic, $2.03 per share diluted, compared to $9,010,000 or $1.84 per share basic, $1.82 per share diluted, earned for the year 2012. Per share amounts, for all periods, were adjusted for the 5 percent common stock dividends distributed in December 2014 and 2013. The $1,306,000 or 14 percent increase in earnings was due primarily to an increase in net interest income and, to a lesser degree, decreases in the provision for loan losses and preferred stock dividends, which more than offset a decrease in noninterest income and increases in noninterest expense and provision for income taxes, as described below.
 
The $2,368,000 or 7 percent increase in net interest income for the year 2013, compared to the year 2012, was due primarily to a decrease in funding costs resulting from a larger proportion of low cost core deposits to total deposits and lower rates generally paid on all deposit products, which reflected unusually low market interest rates. The average balance of interest earning assets, principally commercial loans, increased approximately $57 million or 6 percent for the year 2013, compared to the year 2012. While the volume of earning assets increased, its effect on interest income was largely offset by lower yields, a reflection of the low interest rate environment. Net interest income (tax equivalent basis) annualized as a percentage of average interest earning assets, i.e., net interest margin, was 3.83 percent for the year 2013, compared to 3.81 percent for the year 2012.
 
The $280,000 or 16 percent decrease in the provision for loan losses for the year 2013, compared to the year 2012, was due primarily to improving credit quality, including a decrease in net loan charge-offs, and adequacy of the allowance for loan losses.
 
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The $436,000 or 5 percent decrease in total noninterest income for the year 2013, compared to the year 2012, was primarily the result of decreases in net gain from the periodic sale of investment securities, net gain from the sale of loans held for sale, and income from mutual fund, annuity and insurance sales. Gains from the sale of U.S. agency mortgage-back securities were greater in the year 2012 as selected instruments that no longer met the Corporation’s investment standards were liquidated. Net gains from the sale of loans held for sale, principally residential mortgages, for the year 2013 was adversely affected by a sharp decrease in refinancing demand as a result of saturation and an increase in market interest rates. The decrease in income from mutual fund, annuity and insurance sales for the year 2013 reflected a decrease in sales volume and loss of accounts as a result of staff resignations. Core noninterest income, which excludes gains or losses from the sale of securities, decreased $92,000 or 1 percent for the year 2013, compared to the year 2012.
 
The $226,000 or 1 percent increase in total noninterest expense for the year 2013 was driven primarily by a 10 percent increase in personnel expense, which resulted from expanding the banking franchise and normal business growth. A significant reduction in impairment costs associated with foreclosed real estate offset the increase in personnel expense, reducing the overall increase in noninterest expense.
 
The $814,000 or 26 percent increase in the provision for income taxes for the year 2013, compared to the year 2012, was due to the 16 percent increase in income before income taxes.
 
The $134,000 or 35 percent decrease in preferred stock dividends was the result of a decrease in the dividend rate caused by the addition of loans that qualified for the U.S. Treasury’s Small Business Lending Fund Program (SBLF Program). The annualized dividend rate on the $25 million of preferred stock issued under the U.S. Treasury’s Small Business Lending Fund Program (SBLF Program) for the years ended December 31, 2013 and 2012, was 1 percent and 1.54 percent, respectively.
 
On December 31, 2013, total assets were approximately $1.15 billion representing a $91 million or 9 percent increase above December 31, 2012. Compared to one year earlier, asset growth occurred primarily in the commercial loan portfolio and was funded primarily by an increase in core deposits (i.e., all deposits excluding CDs) and low-rate advances from the Federal Home Loan Bank of Pittsburgh.
 
Cash dividends on common shares for the year 2013 totaled $0.417 per share, as adjusted, representing an increase of $0.070 or 20 percent above the year 2012. Also, a 5 percent common stock dividend was distributed on December 10, 2013, the same percentage that was distributed in December 2012.
 
INCOME STATEMENT ANALYSIS
 
Net Interest Income
 
The Corporation’s principal source of revenue is net interest income, which is the difference between (i) interest income on earning assets, primarily loans and investment securities, and (ii) interest expense incurred on deposits and borrowed funds. Fluctuations in net interest income are caused by changes in both interest rates, and the volume and composition of interest rate sensitive assets and liabilities. Unless otherwise noted, this section discusses interest income and interest expense amounts as reported in the Consolidated Statements of Income, which are not presented on a tax equivalent basis.
 
Net interest income for the year ended December 31, 2014, was $42,360,000, an increase of $4,007,000 or 10 percent above the full year 2013 net interest income, due primarily to a 9 percent increase in the average volume of interest-earning assets for 2014 compared to 2013. A decrease in the cost of deposits, partially offset by increased long-term debt interest expense (due to an increase in wholesale borrowings), also contributed to the increase in net interest income. The net interest margin, which reflects net interest income on tax-equivalent basis as a percentage of average interest-earning assets, was 3.84 percent for 2014, compared to 3.83 percent for 2013.
 
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Interest income for the full year 2014 totaled $50,400,000, an increase of $3,428,000 or 7 percent above the 2013. The increase was driven by an increase in the average volume of interest earning assets, principally commercial loans and U.S. agency mortgage-backed securities. While earning assets increased 9 percent, the growth effect on interest income was slightly muted by lower asset yields, a reflection of the continuing low interest rate environment. Interest earning assets averaged $1.14 billion and yielded 4.55 percent (tax equivalent basis) for 2014, compared to $1.04 billion and a tax-equivalent yield of 4.66 percent, respectively, for 2013.
 
Interest expense for the full year 2014 totaled $8,040,000, a decrease of $579,000 or 7 percent below 2013. The decrease in total interest expense was driven by a general decrease in deposit rates, due to the continuing low interest rate environment, and a lower-cost deposit mix with a reduced volume of time deposits and a higher volume of core deposits (the Corporation defines core deposits as demand, savings, and money market deposits). The average volume of core deposits was $548 million for the full year 2014, a $43 million or 8 percent increase above the average volume for 2013.
 
Interest expense on long-term debt increased $363,000 or 43 percent for 2014 as compared to 2013, partially offsetting the decreased interest expense on deposits. Long-term debt averaged $81 million for the full year 2014, compared to a $47 million average for 2013. Long-term debt is comprised of low-rate advances from the Federal Home Loan Bank of Pittsburgh, with intermediate term bullet maturities that supplement deposit funding and provide a partial funding hedge against rising market interest rates.
 
Tables 1 and 2, following, are presented on a tax-equivalent basis to make it easier to compare taxable and tax-exempt assets. Interest on tax-exempt assets (which include securities issued by, or loans made to, state and local governments) is adjusted based upon a 34 percent federal income tax rate.
 
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Table 1-Average Balances and Interest Rates (tax equivalent basis)
                                                       
         
2014
               
2013
               
2012
       
   
Average
         
Yield/
   
Average
         
Yield/
   
Average
         
Yield/
 
(dollars in thousands)
 
Balance
   
Interest
   
Rate
   
Balance
   
Interest
   
Rate
   
Balance
   
Interest
   
Rate
 
                                                       
Assets
                                                     
Interest bearing deposits with banks
  $ 25,336     $ 63       0.25 %   $ 25,674     $ 65       0.25 %   $ 37,101     $ 94       0.25 %
Investment securities:
                                                                       
Taxable
    150,232       3,611       2.40       134,573       2,916       2.17       145,357       3,381       2.33  
Tax-exempt
    74,579       2,913       3.91       90,850       3,561       3.92       84,357       3,587       4.25  
Total investment securities
    224,811       6,524       2.90       225,423       6,477       2.87       229,714       6,968       3.03  
                                                                         
Loans:
                                                                       
Taxable (1)
    867,122       44,151       5.09       774,683       41,163       5.31       700,915       40,096       5.72  
Tax-exempt
    18,754       926       4.94       11,716       643       5.49       13,150       770       5.86  
Total loans
    885,876       45,077       5.09       786,399       41,806       5.32       714,065       40,866       5.72  
Total earning assets
    1,136,023       51,664       4.55       1,037,496       48,348       4.66       980,880       47,928       4.89  
Other assets (2)
    60,721                       57,720                       60,431                  
Total assets
  $ 1,196,744                     $ 1,095,216                     $ 1,041,311                  
Liabilities and Shareholders’ Equity
                                                                       
Deposits:
                                                                       
Interest bearing demand
  $ 390,417     $ 1,352       0.35 %   $ 371,503     $ 1,402       0.38 %   $ 336,077     $ 1,335       0.40 %
Savings
    41,485       71       0.17       37,906       94       0.25       33,516       84       0.25  
Time
    410,917       5,245       1.28       408,229       6,159       1.51       427,536       8,196       1.92  
Total interest bearing deposits
    842,819       6,668       0.79       817,638       7,655       0.94       797,129       9,615       1.21  
Short-term borrowings
    33,744       170       0.50       22,724       125       0.55       20,843       122       0.59  
Long-term debt
    81,164       1,202       1.48       47,018       839       1.78       36,212       790       2.18  
Total interest bearing liabilities
    957,727       8,040       0.84       887,380       8,619       0.97       854,184       10,527       1.23  
                                                                         
Noninterest bearing deposits
    115,982                       95,738                       82,008                  
Other liabilities
    7,859                       7,268                       6,727                  
Shareholders’ equity
    115,176                       104,830                       98,392                  
 
                                                                       
Total liabilities and shareholders’ equity
  $ 1,196,744                     $ 1,095,216                     $ 1,041,311                  
Net interest income (tax equivalent basis)
          $ 43,624                     $ 39,729                     $ 37,401          
Net interest margin (3)
                    3.84 %                     3.83 %                     3.81 %
Tax equivalent adjustment
            (1,264 )                     (1,376 )                     (1,416 )        
Net interest income
          $ 42,360                     $ 38,353                     $ 35,985          
 
(1)
Average balance includes average nonaccrual loans of $10,615,000 in 2014, $10,588,000 in 2013, and $11,538,000 in 2012. Interest includes net loan fees of $1,973,000 in 2014, $1,458,000 in 2013, and $1,060,000 in 2012.
(2)
Average balance includes average bank owned life insurance, foreclosed real estate and unrealized holding gains (losses) on investment securities.
(3)
Net interest income (tax equivalent basis) annualized as a percent of average interest earning assets.
 
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Table 2-Rate/Volume Analysis of Changes in Net Interest Income (tax equivalent basis)
                                     
   
2014 vs. 2013
   
2013 vs. 2012
 
   
Increase (decrease) due
   
Increase (decrease) due
 
   
to change in
   
to change in
 
(dollars in thousands)
 
Volume
   
Rate
   
Net
   
Volume
   
Rate
   
Net
 
                                     
Interest Income
                                   
Interest bearing deposits with banks
  $ (2 )   $ 0     $ (2 )   $ (29 )   $ 0     $ (29 )
Investment securities:
                                               
Taxable
    334       361       695       (201 )     (264 )     (465 )
Tax-exempt
    (638 )     (10 )     (648 )     278       (304 )     (26 )
Loans:
                                               
Taxable
    5,573       (2,585 )     2,988       4,809       (3,742 )     1,067  
Tax-exempt
    386       (103 )     283       (84 )     (43 )     (127 )
Total interest income
    5,653       (2,337 )     3,316       4,773       (4,353 )     420  
Interest Expense
                                               
Deposits:
                                               
Interest bearing demand
    81       (131 )     (50 )     127       (60 )     67  
Savings
    9       (32 )     (23 )     11       (1 )     10  
Time
    41       (955 )     (914 )     (370 )     (1,667 )     (2,037 )
Short-term borrowings
    60       (15 )     45       7       (4 )     3  
Long-term debt
    590       (227 )     363       236       (187 )     49  
Total interest expense
    781       (1,360 )     (579 )     11       (1,919 )     (1,908 )
Net interest income
  $ 4,872     $ (977 )   $ 3,895     $ 4,762     $ (2,434 )   $ 2,328  
 
Changes which are due to both volume and rate are allocated in proportion to their relationship to the amount of change attributed directly to volume or rate.
 
Provision for Loan Losses
 
The provision for loan losses is an expense charged to earnings to cover estimated losses attributable to uncollectable loans. The provision reflects management’s judgment of an appropriate level for the allowance for loan and lease losses. The Risk Management section of this report, including Tables 10 – Nonperforming Assets, 11 – Analysis of Allowance for Loan and Lease Losses, and 12 – Allocation of Allowance for Loan and Lease Losses, provides detailed information about the allowance for loan losses, the loan loss provision, and credit risk.
 
For the year 2014, the provision for loan losses was $1,600,000, which was provided to support growth in the commercial loan portfolio and maintain the adequacy of the allowance for loan losses. The provision was $130,000 or 9 percent higher compared to 2013. The increased provision for loan losses was reflective of both overall commercial loan growth for 2014, and the Corporation’s analysis of the adequacy of the allowance based upon the size, composition, and risks to the loan portfolio, the level of specific reserves, and realized net charge-offs.
 
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Noninterest Income
 
The following table presents the components of total noninterest income for each of the past three years.
                   
Table 3 - Noninterest income
                 
                   
( dollars in thousands)
 
2014
   
2013
   
2012
 
Trust and investment services fees
  $ 2,223     $ 1,922     $ 1,702  
Income from mutual fund, annuity and insurance sales
    648       614       896  
Service charges on deposit accounts
    2,968       2,727       2,560  
Income from bank owned life insurance
    714       727       633  
Other income
    630       662       645  
Net gain on sales of loans held for sale
    452       1,019       1,327  
Net gain on sales of securities
    518       83       427  
Total noninterest income
  $ 8,153     $ 7,754     $ 8,190  
 
For the year 2014, the overall $399,000 or 5 percent increase in total noninterest income, compared to the year 2013, was primarily the result of increases in trust fees, service fees on deposits, and gains on sales of investment securities, which combined to more than offset a significant decrease in gains from the sale of residential mortgages. The discussion that follows addresses changes in selected categories of noninterest income.
 
Trust and investment services fees —The upward trend in trust and investment services fees over the three year period presented was due to growth in trust assets under management from both new accounts, and appreciation in the market value of managed accounts, upon which some fees are based.
 
Income from mutual fund, annuity and insurance sales —For the year 2014, the $34,000 or 6 percent increase in income from the sale of mutual fund, annuity and insurance products by Codorus Valley Financial Advisors, Inc. (“CVFA”), a subsidiary of PeoplesBank, was a result of increased sales volume as compared to 2013. For 2013, the $282,000 or 31 percent decrease in income compared to the year 2012 was the result of a decrease in sales and loss of accounts due to the resignation of three registered representatives who left CVFA in April 2013.
 
Service charges on deposit accounts —For the year 2014, the $241,000 or 9 percent increase in service charge income compared to the year 2013 was due primarily to increases in debit card revenue and overdraft fees. For 2013, service charges on deposits accounts increased compared to the year 2012 primarily due to an increase in debit card revenue, which reflected an increase in the volume of transactions from normal business growth. Increases in account analysis fees and overdraft fees also contributed to the increase in service charges.
 
Income from bank owned life insurance (BOLI) —For the year 2014, the $13,000 or 2 percent decrease in income from BOLI was due to a decrease in policy rates which more than offset the increase in income due to an additional investment of $1.2 million in August 2014. For 2013, the $94,000 or 15 percent increase compared to 2012 was due to an additional investment totaling $5.3 million in February 2013.
 
Net gain on sales of loans held for sale —The downward trend in gains from the sale of residential mortgage loans held for sale over the three year period presented resulted from a decrease in mortgage originations, as refinancing demand and gains therefrom declined significantly, while the generally higher level of mortgage interest rates for 2014 and 2013 reduced the volume of new loan applications.
 
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Net gain on sales of securities —For the year 2014, the $435,000 increase in gains on sales of securities related to gains realized from the sale of four U.S. agency securities which had appreciated in value due to the low-yield interest rate environment. The gains were realized to substantially offset nonrecurring pre-merger expenses of $533,000 related to costs associated with the Corporation’s acquisition of Madison Bancorp, Inc. For 2013, the $344,000 decrease in gains compared to 2012 reflected a lower level of sales.
 
Noninterest Expense
 
The following table presents the components of total noninterest expense for each of the past three years.
                   
Table 4 - Noninterest expense
                 
                   
(dollars in thousands)
 
2014
   
2013
   
2012
 
Personnel
  $ 18,025     $ 16,827     $ 15,312  
Occupancy of premises, net
    2,089       2,049       1,977  
Furniture and equipment
    2,251       2,045       1,851  
Postage, stationery and supplies
    741       586       508  
Professional and legal
    758       667       534  
Marketing
    1,295       1,074       907  
FDIC insurance
    663       622       733  
Debit card processing
    790       773       707  
Charitable donations
    1,134       685       640  
Telephone
    570       543       532  
External data processing
    878       693       605  
Foreclosed real estate including (gains) losses on sales
    425       713       2,830  
Other
    2,857       2,877       2,792  
Total noninterest expense
  $ 32,476     $ 30,154     $ 29,928  
 
Total noninterest expense for the year 2014 increased $2,322,000 or 8 percent above the year 2013, reflecting the overall expansion of the banking franchise (new financial centers), planned expenses related to expected business growth, and certain nonrecurring overhead expenses, including merger-related expenses. The discussion that follows addresses changes in selected noninterest expenses.
 
Personnel— The upward trend in personnel expense was due largely to an increase in wage expense resulting from planned staff additions for both normal business growth, and franchise expansion (the new Camp Hill, PA and Shrewsbury, PA financial centers in 2014; the Dover, PA financial center in late 2013).
 
Occupancy of premises, net — Occupancy of premises expense is comprised of rent, depreciation, maintenance, insurance, real estate taxes and utilities. The level of expense can vary annually based upon franchise expansion, repairs and maintenance, and normal business growth.
 
Furniture and equipment —The upward trend in furniture and equipment expense was in alignment with the increased personnel expense, as additional furniture, computer hardware and software (and related depreciation and maintenance expenses) were incurred to support new staff from both business growth, and the addition of the new financial centers. Also during 2014, expenditures were made for planned information system hardware and storage upgrades.
 
Postage, stationary and supplies —The upward trend in postage, stationary and supplies was due primarily to franchise expansion, postage rate increases, and new stationary reflecting the Corporation’s updated branding.
 
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Professional and legal — The level of professional and legal expense can vary annually based on the varying needs for legal, accounting and consulting services, which is driven in part by the level of routine lawsuits in the ordinary course of business, the number and complexity of corporate initiatives, including IT security, and changes in regulatory compliance requirements. In 2014, professional and legal expense included nonrecurring consulting expenses related to analyzing and identifying opportunities to increase noninterest revenues.
 
Marketing —Expense for the three years presented shows an upward trend that reflects an increased operating budget to support normal business growth, and corporate initiatives such as branding, product advertising and internal promotions. In addition, for 2014, marketing expense included non-recurring costs and business development activities related to promoting PeoplesBank’s 150 th year in business.
 
FDIC insurance —The $41,000 or 7 percent increase in FDIC insurance for 2014 as compared to 2013 related primarily to growth in the average balance of assets less average tangible capital, resulting in a higher deposit insurance assessment. For 2013, FDIC insurance decreased $111,000 or 15 percent compared to 2012, reflective of a lower assessment rate due to PeoplesBank’s improved financial performance and credit quality.
 
Charitable donations— The upward trend in charitable donations was the result of an increase in, and timing of, donations to nonprofit organizations that qualify for related state tax credits. PeoplesBank uses state tax credits from donations to reduce its Pennsylvania shares tax expense, included in other expenses. State tax credits typically range from 55 to 90 percent of the amount donated, effectively lowering the cost of the donation.
 
External data processing— The upward trend in external data processing reflects increased reliance on outsourcing transaction processing to specialized vendors, which is typically performed on their hosted and secure websites, thereby increasing the Corporation’s data processing efficiency. Additional expenditures related to expansion in the electronic banking services offered to our client base, and charges for higher transaction volume from normal business growth.
 
Foreclosed real estate including (gains) losses on sales— The $288,000 or 40 percent decrease in foreclosed real estate expenses compared to 2013 was a result of sales of certain larger foreclosed properties in 2014. The sales reduced the volume of foreclosed assets held, and the related year-over-year holding costs including real estate taxes, property maintenance, appraisal fees, and collection costs. For 2013, foreclosed real estate expense decreased $2,117,000 or 75 percent, compared to the year 2012. The year 2012 included a a $1,027,000 provision related to a single foreclosed property, as previously reported on Form 8-K dated August 30, 2012 and filed with the SEC. Losses totaling $816,000 on two additional and unrelated properties during the year 2012 contributed as well.
 
Other expenses — Other expenses included $533,000 of pre-merger costs in 2014 associated with the Corporation’s acquisition of Madison Bancorp, Inc. (the acquisition was completed on January 16, 2015, as disclosed on a Form 8-K filed on the same date). Pre-acquisition expenses in 2014 included investment banking fees, legal expenses, and external data processing conversion costs. Offsetting the merger-related costs was a decrease of $487,000 in Pennsylvania shares tax expense, which resulted from both (i) statutory changes in the formula for determining the shares tax which were favorable for the Corporation’s tax basis, and (ii) changes in the volume of tax credits which originated from qualifying charitable donations described earlier. Additionally, impaired loan costs decreased as the lower volume of nonperforming assets in 2014 versus 2013 resulted in less carrying and collection costs. For 2013, the $85,000 or 3 percent increase in other expenses compared to 2012 was primarily due to an increase in PA shares tax expense.
 
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Provision for Income Taxes
 
The provision for income taxes for 2014 totaled $4,668,000 which was $751,000 or 19 percent above the provision for income taxes for 2013 of $3,917,000. The increase is directionally in alignment with the higher pretax income for 2014 as compared to 2013. For both years, the Corporation’s incremental statutory federal income tax rate was 35 percent; however, the Corporation’s effective income tax rate was approximately 28 percent for 2014, compared to 27 percent for 2013. The effective tax rate differs from the statutory tax rate due to the impact and volume of tax-exempt income, including income from bank owned life insurance and certain municipal securities and loans. The slightly higher effective tax rate for 2014 also reflects a decrease in the amount of tax-exempt income when compared to 2013.
 
Preferred Stock Dividends
 
Preferred stock dividends for 2014 were $174,000, a decrease of $76,000 compared to $250,000 of preferred stock dividends paid in 2013. On May 30, 2014, as reported on a Form 8-K filed on the same date, the Corporation redeemed $13,000,000 of $25,000,000 in outstanding shares of preferred stock held by the United States Department of the Treasury under its Small Business Lending Fund (SBLF). Information about the SBLF Program is provided in Note 10—Shareholders’ Equity, to the consolidated financial statements. The preferred stock dividend rate for both 2014 and 2013 was 1 percent of the amount of the average preferred stock outstanding, paid quarterly to the U.S. Treasury.
 
BALANCE SHEET REVIEW
 
Interest Bearing Deposits with Banks
 
Interest bearing deposits with banks totaled $17 million on December 31, 2014, compared to $2 million on December 31, 2013. The increase related to cash management planning by the Corporation, as funds held in reserve include $14.4 million to fund the Corporation’s cash consideration payment to acquire Madison Bancorp, Inc. on January 16, 2015.
 
Investment Securities (Available-for-Sale)
 
The Corporation’s entire investment securities portfolio is classified available-for-sale, and is comprised of interest-earning debt securities (see Table 5 below). Investment securities serve as an important source of liquidity, and provide stable interest income revenue supplementary to the larger loan portfolio. The securities also serve as collateral for public and trust deposits, securities sold under agreements to repurchase, and to support borrowing capacity. The investment securities portfolio is managed to comply with the Corporation’s Investment Securities Policy, and accounted for in accordance with FASB ASC Topic 320. Decisions to purchase or sell securities are based on an assessment of current economic and financial conditions, including the interest rate environment, the demand for loans, liquidity and income requirements.
 
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The following table shows the amortized cost and fair value, by type of debt security, for three year-end periods:
                                     
Table 5-Investment Securities
                                   
   
December 31,
 
   
2014
   
2013
   
2012
 
   
Amortized
 
Fair
 
Amortized
 
Fair
 
Amortized
 
Fair
 
(dollars in thousands)
 
Cost
 
Value
 
Cost
 
Value
 
Cost
 
Value
 
Debt securities:
                                   
U.S. Treasury notes
  $ 0     $ 0     $ 0     $ 0     $ 5,001     $ 5,032  
U.S. agency
    17,811       17,907       33,265       33,499       37,000       38,058  
U.S. agency mortgage-backed, residential
    122,443       124,815       105,181       105,919       84,630       88,233  
State and municipal
    68,879       70,452       87,004       89,323       98,744       102,739  
Total debt securities
  $ 209,133     $ 213,174     $ 225,450     $ 228,741     $ 225,375     $ 234,062  
 
At December 31, 2014, the fair value of securities, available-for-sale, totaled $213 million, a decrease of $16 million compared to the fair value of the investment securities portfolio at December 31, 2013. For the year 2014, cash inflows from maturities, repayments, and calls were reinvested in U.S. agency mortgage-backed bonds to take advantage of improved yield opportunities and to provide cash flow, which could be re-priced at higher yields should market interest rates trend upward in the future. Additionally, approximately $13 million of U.S. agency securities were sold during 2014 to realize $518,000 of gains to substantially offset the impact of nonrecurring pre-merger expenses in 2014. Proceeds from sales and maturities of investments provided funds to support both loan growth, and cash reserves towards required merger consideration.
 
Securities, available-for-sale are generally comprised of high quality debt instruments. On January 1, 2013, Section 939(a) of the Dodd-Frank Act became effective changing the definition of investment grade by removing reliance on credit ratings by national statistical rating organizations. Investment credit assessment, under the revised definition, requires an active review by the Corporation (i.e., pre-purchase and post-purchase credit risk analysis) of the underlying obligor to determine that the obligor has an adequate capacity to meet its financial commitments, and more specifically, that the risk of default is low, and that full and timely repayment of principal and interest is expected. Obligations of the U.S. government and U.S. government sponsored enterprises are not subject to the due diligence requirement. However, the Corporation’s municipal securities, and any corporate securities that may be acquired in the future, are subject to the new requirement.
 
As shown in Table 5, above, the Corporation holds investments in the obligations of states and municipalities. Municipalities have many options for meeting their debt obligations, including decreasing costs and service levels, imposing taxes and fees and selling assets. In many cases, municipal debt issues are insured or, in the case of school districts of selected states, backed by specific reserves, which provide additional layers of protection to the investor. Access to the credit market and a good credit rating are high priorities enabling a municipality to meet its current and future funding needs at a reasonable interest cost. For these reasons, defaults on municipal bonds are unusual. The majority of municipal bonds in the Corporation’s portfolio are general obligation bonds, which can draw upon multiple sources of revenue, including taxes, for payment. Only a few bonds are revenue bonds, which are dependent upon a single revenue stream for payment, but such bonds are for critical services such as water and sewer. Many of the municipal holdings are also insured or backed by specific school district loss reserves. Based on the results of an independent credit review of the Bank’s entire municipal bond portfolio as performed in 2014, and recent bond ratings by national statistical rating organizations, we believe that the municipal investments held by the Bank are investment grade.
 
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The table below shows that the available-for-sale securities portfolio had an overall yield of 2.95 percent on December 31, 2014:
                                     
Table 6-Securities Maturity Schedule (amortized cost basis)
                                     
   
December 31, 2014
             
   
Maturity Distribution
             
     
One
Five
                 
   
One year
through
through
After
 
Total
 
(dollars in thousands)
 
or less
five years
ten years
ten years
Amount
 
Yield(1)
Debt securities:
                                   
U.S. agency
  $ 2,001     $ 11,115     $ 4,695     $ 0     $ 17,811       1.56 %
U.S. agency mortgage-backed, residential (2)
    0       80,059       42,384       0       122,443       2.58 %
State and municipal
    12,643       52,169       249       3,818       68,879       3.97 %
Total debt securities
  $ 14,644     $ 143,343     $ 47,328     $ 3,818     $ 209,133       2.95 %
                                                 
Yield (1)
    4.43 %     2.87 %     2.46 %     6.18 %     2.95 %        
                                                 
(1) Weighted average yields (tax equivalent basis) were calculated on the amortized cost basis.
(2) U.S. agency mortgage-backed securities are included in the maturity categories based on average expected life.
 
The portfolio yield for 2014, reflected in the table above, is lower than the 3.10 percent securities portfolio yield as of December 31, 2013. Generally lower yielding securities were purchase in 2014, including the reinvestment of cash flows from maturities and principal repayments on mortgage-backed bonds, during a year of persistently low market investment interest rates. Also, securities purchases made were generally shorter in duration as part of the Corporation’s interest rate risk management. More information about investment securities is provided in Note 3-Securities, to the consolidated financial statements.
 
Restricted Investment in Bank Stocks
 
At December 31, 2014, the Corporation held approximately $3.8 million in restricted common stock, compared to $4.7 million at year-end 2013. Investment in restricted stock is a condition of obtaining credit from the Federal Home Loan Bank of Pittsburgh (FHLBP) and the Atlantic Community Bankers Bank (ACBB) organizations. Accordingly, changes in the level of restricted stock are the result of member capital requirements and borrowing levels from the FHLBP as described within the Long-term Debt section of this report. Of the total investment as of December 31, 2014, approximately $3.7 million consisted of stock issued by the FHLBP, with the remainder being restricted stock issued by ACBB. Information about restricted investment in bank stocks, including impairment considerations, is provided in Note 1–Summary of Significant Accounting Policies, to the consolidated financial statements.
 
Loans Held for Sale
 
On December 31, 2014, loans held for sale were approximately $464,000, compared to $514,000 at year-end 2013. For both years, the majority of PeoplesBank’s mortgage banking production focused on originating and selling secondary-market qualifying residential mortgage loans, without retaining mortgage servicing rights.
 
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Loans
 
On December 31, 2014, total loans, net of deferred fees, totaled approximately $920 million, an increase of $61 million or 7 percent above total loans as of year-end 2013. Most of the increase was due to a $59 million or 8 percent increase in commercial loans, which reflected continued strong commercial loan demand in our markets, and our continued ability to expand existing relationships with creditworthy borrowers, and acquire new loan business, based on our reputation for client service and competitive prices and terms.
 
The average yield (tax- equivalent basis) earned on total loans was 5.09 percent for the full year 2014, as compared to 5.32 percent for the year 2013.   Persistent low market interest rates and strong competition in our markets resulted in continuing pricing pressures on new loan and refinancing activities.  The composition of the Corporation’s loan portfolio, by industry class, at December 31, 2014 and 2013 is provided in Note 4–Loans in the notes to the consolidated financial statements.
 
The following table presents the general composition of total loans for five year-end periods:
 
Table 7-Loan Portfolio Composition
                                                             
   
December 31,
 
(dollars in thousands)
 
2014
   
%
   
2013
   
%
   
2012
   
%
   
2011
   
%
   
2010
   
%
 
Commercial, financial and agricultural
  $ 658,627       71.6     $ 607,779       70.7     $ 510,544       69.2     $ 462,061       66.6     $ 419,649       65.5  
Real estate-construction and land development
    114,695       12.5       106,436       12.4       96,936       13.2       103,514       14.9       95,735       14.9  
  Total commercial related loans
    773,322       84.1       714,215       83.1       607,480       82.4       565,575       81.5       515,384       80.4  
                                                                                 
Real estate - residential mortgages
    32,453       3.5       25,695       3.0       23,511       3.2       21,324       3.1       20,357       3.2  
Consumer and home equity
    114,315       12.4       119,474       13.9       106,143       14.4       106,616       15.4       105,108       16.4  
  Total consumer related loans
    146,768       15.9       145,169       16.9       129,654       17.6       127,940       18.5       125,465       19.6  
                                                                                 
  Total loans
  $ 920,090       100.0     $ 859,384       100.0     $ 737,134       100.0     $ 693,515       100.0     $ 640,849       100.0  
 
The table below shows at December 31, 2014, the commercial loan portfolio was comprised of approximately $560 million or 72 percent in fixed rate loans, and $213 million or 28 percent in floating rate loans.  This compares to $486 million or 68 percent in fixed rate loans, and $229 million or 32 percent in floating rate loans, for the year ended December 31, 2013.  Floating rate loans reprice periodically with changes in the Wall Street Journal (WSJ) Prime Rate, or LIBOR.
 
Table 8-Selected Loan Maturities and Interest Rate Sensitivity
                         
   
December 31, 2014
       
   
Maturity Distribution
       
       
One
             
 
One year
 
through
 
After
       
(dollars in thousands)
or less
 
five years
 
five years
   
Total
 
Commercial, financial and agricultural
  $ 77,418     $ 150,767     $ 430,442     $ 658,627  
Real estate-construction and land development
    54,585       38,941       21,169       114,695  
  Total commercial related loans
  $ 132,003     $ 189,708     $ 451,611     $ 773,322  
                                 
Fixed interest rates
  $ 24,923     $ 135,391     $ 399,425     $ 559,739  
Floating interest rates
    107,080       54,317       52,186       213,583  
  Total commercial related loans
  $ 132,003     $ 189,708     $ 451,611     $ 773,322  
 
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During 2014, commercial borrowers continued to prefer fixed rate loans with maturities ranging from 5 to 10 years. Although the commercial loan portfolio’s increased fixed rate volume and longer maturities increase risk if interest rates rise, management has implemented interest rate risk mitigation strategies which include maintaining a shorter duration in the Corporation’s investment portfolio, and lengthening fixed rate liabilities, principally borrowings from the Federal Home Loan Bank of Pittsburgh.
 
Additional loan information can be found in Note 4–Loans, in the notes to the consolidated financial statements, and within the Risk Management section of this report.
 
Premises and Equipment
 
On December 31, 2014, premises and equipment, net of accumulated depreciation, totaled approximately $18.5 million, compared to $14.6 million on December 31, 2013. The increase was primarily the result of capital expenditures associated with franchise expansion via new financial centers (land and building acquisition of the Camp Hill, PA location; new construction at the Shrewsbury, PA location), the purchase of an additional administration center, and secondarily to IT initiatives pertaining to the replacement of older technology, upgrades and storage capacity increases, and the addition of new client services.
 
Other Assets
 
On December 31, 2014, other assets totaled approximately $37.9 million, comparable to $37.5 million of other assets as of December 31, 2013.  Other assets were primarily comprised of investments in bank owned life insurance (BOLI), foreclosed real estate, accrued interest receivable, and deferred tax assets.
 
Investments in life insurance relates to a select group of employees and directors whereby PeoplesBank is the owner and beneficiary of the policies. These investments, carried at the cash surrender value of the underlying policies, totaled $23.3 million at year-end 2014, compared to $21.5 million at year-end 2013. The selection of the underlying BOLI insurers is based primarily on the respective insurers’ high credit rating and reputation, and competitive tax-exempt yield.  The Corporation also seeks to maintain a reasonable diversification among insurers for the BOLI portfolio.
 
The level of the Corporation’s BOLI investment was approximately 19 percent of PeoplesBank’s Tier 1 capital, excluding net unrealized gains on available-for-sale securities, at December 31, 2014, which is well within the regulatory guideline of 25 percent of Tier 1 capital.
 
Other assets also includes foreclosed real estate, net of allowance, totaling $2.5 million at year-end 2014, which is a reduction compared to $4.1 million at year-end 2013.  The reduction is primarily from sales of foreclosed real estate during 2014. Foreclosed real estate is discussed in the Nonperforming Assets section of this report.   Also included with other assets is $3.7 million of accrued interest receivable on loans and investment securities, and $4.8 million of net deferred tax assets. Additional information about these assets can be found in Note 1–Summary of Significant Accounting Policies in the notes to the consolidated financial statements under the appropriate subheadings.
 
Funding
 
Deposits
 
Deposits are the Corporation’s principal source of funding for earning assets.  The average rate paid on interest-bearing deposits was 0.79 percent for the year 2014, which favorably compares to the average deposit funding cost of 0.94 percent for the year 2013.
 
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On December 31, 2014, deposits totaled $955 million, which represented a $30 million or 3 percent increase compared to the level at year-end 2013.  Increases in deposits occurred in core deposit categories, including demand, money market and saving accounts.  These core deposits, in aggregate, increased $45 million or 9 percent for the year ended December 31, 2014. In contrast, for the same period, total time deposits (i.e., CDs) decreased $15 million or 4 percent.  Of the total $386 million of time deposits as of December 31, 2014, the balance of certificates of deposit with a balance of $100,000 or more was $164 million, while time deposits with a balance less than $100,000 totaled $222 million. Time deposits totaling $183 million, or 47 percent of the total at year-end 2014, will mature in 2015.
 
The composition of the Corporation’s deposit portfolio at December 31, 2014 is provided in Note 7-Deposits, in the notes to the consolidated financial statements.
 
Short-term Borrowings
 
Short-term borrowings consist of securities sold under agreements to repurchase (repo agreements), federal funds purchased, and other borrowings as described more fully in Note 8-Short-term borrowings and Long-term Debt, to the consolidated financial statements. On December 31, 2014, short-term borrowings totaled $42.2 million, as compared to the $40.4 million of short-term borrowings on December 31, 2013.
 
Long-term Debt
 
Long-term debt is a secondary funding source for asset growth.  On December 31, 2014, long-term debt totaled $90.4 million, compared to $70.5 million at year-end 2013.  The increase was the result of $20 million in new advances from the Federal Home Loan Bank of Pittsburgh (FHLBP), which were used to help fund loan demand, and to provide a hedge against rising market interest rates. All advances had low fixed rates of interest with three to five year maturities.
 
Generally, funds for the payment of long-term debt come from operations.  On December 31, 2014, total unused credit with the FHLBP was approximately $297 million.  Obligations to the FHLBP are secured by FHLBP stock and qualifying collateral, principally real estate secured loans. A listing of outstanding long-term debt obligations is provided in Note 8-Short-term Borrowings and Long-term Debt, in the notes to the consolidated financial statements.
 
Shareholders ’ Equity and Capital Adequacy
 
Shareholders’ equity, or capital, enables the Corporation to maintain asset growth and absorb losses.  Capital adequacy can be affected by a multitude of factors, including profitability, new stock issuances, corporate expansion, balance sheet growth, dividend policy, and regulatory mandates.
 
Total shareholders’ equity was $118.4 million on December 31, 2014, compared to $107.6 million at year-end 2013, reflecting an increase in net income after cash dividends distributed.
 
Information pertaining to preferred and common stock issued by the Corporation is disclosed in Note 10–Shareholders’ Equity, in the notes to the consolidated financial statements.
 
Dividends on Preferred Stock
 
As previously disclosed, the Corporation participates in the U.S. Department of the Treasury’s (Treasury) Small Business Lending Fund Program (SBLF Program). Information about the SBLF Program is provided in Note 10—Shareholders’ Equity, to the consolidated financial statements.  Under the SBLF program, the Corporation originally issued $25 million, or 25,000 shares of non-cumulative, perpetual preferred stock, Series B, $1,000 liquidation value, $2.50 par value to the Treasury.
 
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The SBLF preferred stock qualifies as Tier 1 regulatory capital and requires the payment of non-cumulative cash dividends quarterly on each January 1, April 1, July 1 and October 1. Preferred stock dividends for 2014 were $174,000, a decrease of $76,000 compared to $250,000 of preferred stock dividends in 2013.  The reduction in preferred dividends resulted from the Corporation redeeming $13,000,000 of the $25,000,000 in outstanding shares of preferred stock on May 30, 2014, as reported on a Form 8-K filed on the same date.  The preferred stock dividend rate throughout both 2014 and 2013 was 1 percent.
 
Dividends on Common Stock
 
The Corporation typically pays cash dividends on its common stock on a quarterly basis.  The Board of Directors determines the dividend rate after considering the Corporation’s capital requirements, current and projected net income, and other factors.  Annual cash dividends per common share for the year 2014 totaled $0.466 per share, as adjusted for stock dividends, representing an increase of $0.049 or 12 percent above the cash dividends of $0.417, as adjusted, paid for the year 2013.
 
Periodically, the Corporation distributes stock dividends on its common stock. On December 9, 2014, the Corporation distributed a 5 percent common stock dividend to shareholders of record at the close of business on October 28, 2014.  A 5 percent common stock dividend was also distributed in December 2013.
 
Compensation Plans
 
As disclosed in this report, the Corporation maintains various employee and director benefit plans that could result in the issuance of its common stock or affect its earnings.  Information regarding these plans can be found in Note 11-Benefit Plans and Note 12-Stock-Based Compensation, in the notes to the consolidated financial statements.
 
Shelf Registration Statement
 
During November 2013, the Corporation filed a registration statement on Form S-3 using a “shelf” registration process. Under the shelf registration statement, the Corporation may sell any combination of common stock, preferred stock, warrants and units, from time to time in one or more offerings, up to a total dollar amount of $35 million.
 
The Corporation expects to use the net proceeds of any sale of securities for general corporate purposes, unless specified otherwise in an applicable prospectus supplement.  As noted below, the Corporation completed a private placement issuance of common stock in March 2014.
 
Private Placement of Common Stock and Redemption of Preferred Stock
 
As previously announced on the Form 8-K filed on March 27, 2014, the Corporation completed the private placement of 650,000 shares of its common stock to accredited investors at a purchase price of $20 per share, pursuant to which the Corporation raised gross proceeds of $13 million. After issuance costs, net proceeds from the private placement totaled approximately $12.5 million.  The Corporation used these net proceeds, plus additional cash on hand, to redeem $13 million of the $25 million of outstanding preferred stock issued to the U.S. Treasury under its Small Business Lending Fund Program.  This redemption was reported on a Form 8-K filed on May 30, 2014.
 
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Capital Ratios
 
The Corporation and PeoplesBank are subject to various regulatory capital requirements administered by banking regulators that involve quantitative guidelines and qualitative judgments.  Quantitative measures established by regulators pertain to minimum capital ratios, as set forth in Table 9 below.  The table provides a comparison of the Corporation’s and PeoplesBank’s risk-based capital ratios and leverage ratios to the minimum regulatory requirement for the periods indicated.
 
Table 9-Capital Ratios
 
   
Ratios
   
Federal
   
Federal
   
Capital *
 
   
at December 31,
   
Minimum
   
Well
   
at December 31,
 
(dollars in thousands)
 
2014
   
2013
   
Required
   
Capitalized
   
2014
   
2013
 
                                     
Tier 1 risk-based capital
                                   
(as a percentage of risk weighted assets)
                                   
Codorus Valley Bancorp, Inc. (consolidated)
    13.24 %     12.79 %     4.00 %     n/a %   $ 125,773     $ 115,477  
PeoplesBank
    12.85       12.42       4.00       6.00       121,634       111,713  
                                                 
Total risk-based capital
                                               
(as a percentage of risk weighted assets)
                                               
Codorus Valley Bancorp, Inc. (consolidated)
    14.42 %     13.89 %     8.00 %     n/a %   $ 136,935     $ 125,452  
PeoplesBank
    14.03       13.53       8.00       10.00       132,796       121,688  
                                                 
Leverage
                                               
(Tier 1 capital as a percentage of average total assets)
                                               
Codorus Valley Bancorp, Inc. (consolidated)
    10.32 %     10.18 %     4.00 %     n/a %   $ 125,773     $ 115,477  
PeoplesBank
    10.01       9.88       4.00       5.00       121,634       111,713  
                                                 
*         Net unrealized gains and losses on securities available-for-sale, net of taxes, are disregarded for capital ratio computation purposes in accordance with federal regulatory banking guidelines.
 
 
On July 2, 2013, the Board of Governors of the Federal Reserve System finalized its rule implementing the Basel III regulatory capital framework, which the FDIC adopted on July 9, 2013. Under the rule, minimum requirements will increase both the quantity and quality of capital held by banking organizations. Consistent with the Basel III framework, the rule includes a new minimum ratio of common equity Tier 1 capital to risk-weighted assets of 4.5 percent, and a common equity Tier 1 conservation buffer of 2.5 percent of risk-weighted assets, that will apply to all supervised financial institutions. The rule also raises the minimum ratio of Tier 1 capital to risk-weighted assets from 4 percent to 6 percent, and includes a minimum leverage ratio of 4 percent for all banking organizations. The new rule also increases the risk weights for past-due loans, certain commercial real estate loans, and some equity exposures, and makes selected other changes in risk weights and credit conversion factors. The rule for smaller, less complex institutions, including the Corporation, takes effect January 1, 2015.
 
The new rule provides that, in order to avoid restrictions on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers, a banking organization must hold the 2.5 percent capital conservation buffer, which is to be phased in over a four year period beginning January 1, 2016, with the full 2.5 percent required as of January 1, 2019.
 
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The transition schedule for new ratios, including the capital conservation buffer, is as follows:
           
 
As of January 1:
 
 
2015
2016
2017
2018
2019
Minimum common equity Tier 1 capital ratio
4.5%
4.5%
4.5%
4.5%
4.5%
Common equity Tier 1 capital conservation buffer
N/A
0.625%
1.25%
1.875%
2.5%
Minimum common equity Tier 1 capital ratio plus capital conservation buffer
4.5%
5.125%
5.75%
6.375%
7.0%
Phase-in of most deductions from common equity Tier 1 capital
40%
60%
80%
100%
100%
Minimum Tier 1 capital ratio
6.0%
6.0%
6.0%
6.0%
6.0%
Minimum Tier 1 capital ratio plus capital conservation buffer
N/A
6.625%
7.25%
7.875%
8.5%
Minimum total capital ratio
8.0%
8.0%
8.0%
8.0%
8.0%
Minimum total capital ratio plus capital conservation buffer
N/A
8.625%
9.25%
9.875%
10.5%
 
As fully phased in, a banking organization with a buffer greater than 2.5% would not be subject to limits on dividend payments or discretionary bonus payments; however, a banking organization with a buffer less than 2.5% would be subject to increasingly stringent limitations as the buffer approaches zero.  The new rule also prohibits a banking organization from making dividend payments or discretionary bonus payments if its eligible retained income is negative in that quarter and its capital conservation buffer ratio was less than 2.5% as of the beginning of that quarter.  Eligible net income is defined as net income for the 4 calendar quarters preceding the current calendar quarter, net of any distributions and associated tax effects not already reflected in net income.  A summary of payout restrictions based on the capital conservation buffer is as follows:
   
Capital Conservation Buffer
(as a % of risk-weighted assets)
Maximum Payout
(as a % of eligible retained income)
Greater than 2.5%
No payout limitation applies
≤2.5% and >1.875%
60%
≤1.875% and >1.25%
40%
≤1.25% and >0.625%
20%
≤0.625%
0%
 
The Corporation’s regulatory capital position at December 31, 2014, as reflected in Table 9 above, reflects compliance with the new rule requirements that become effective January 1, 2015.  The Corporation plans to manage its capital to ensure continued compliance.
 
Risk Management
 
The Corporation’s Risk Management Committee (“Committee”) meets at least quarterly and includes members of senior management and at least one independent director.  The objective of the Committee is to identify and manage risk inherent in the operations of the Corporation and its affiliates.  While the Committee’s risk review is broad in scope, its primary responsibility is to develop, implement and monitor compliance with formal risk management policies and procedures.
 
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Credit Risk Management
 
Credit risk represents the possibility that a loan client, counterparty or issuer may not perform in accordance with contractual terms, posing one of the most significant risks of loss to the Corporation. Accordingly, the Corporation emphasizes the management of credit risk.  To support this objective, a lending policy framework has been established which management believes is sound given the nature and scope of our operations.  This framework includes seven basic policy parameters that guide the lending process and minimize risk:
 
 
●
The Corporation follows detailed written lending policies and procedures.
 
●
Lending authority is granted commensurate with dollar amount, loan type, level of risk, and loan officer experience.
 
●
Loan review committees function at both the senior lending officer level and the Board level to review and approve loans that exceed pre-established dollar thresholds and/or meet other criteria.
 
●
The Corporation lends mainly within its primary geographical market area, including York County, Pennsylvania and northern-central Maryland.  Although this focus may pose a geographical concentration risk, the diverse local economies and employee knowledge of our customers lessens this risk.
 
●
The loan portfolio is diversified to prevent dependency upon a single customer or small group of related customers.
 
●
The Corporation does not participate in the subprime lending market, nor does it invest in securities backed by subprime mortgages.
 
●
The Corporation does not lend to foreign countries or persons residing therein.
 
The Corporation uses   loan-to-value ratios (“LTV ratios”) for loan underwriting, establishing generally acceptable ratios of the loan amount to the value of the collateral securing the loan, to minimize the risk of future loss from the loan portfolio. At December 31, 2014, the LTV ratios listed below were in effect.
     
Loan type
 
LTV ratio %
Residential, owner occupied 1-4 units, tax assessment (MD)
90
Residential, owner occupied 1-4 units, tax assessment (PA)
80
Residential, owner occupied 1-4 units, certified appraisal
80
Residential, non-owner occupied 1-4 units, certified appraisal
75
Residential, 5 or more units
75
Agricultural
75
Commercial
70
Industrial
65
Vacant land (depending on improvements, approvals)
60-70
Special/limited use properties
50

An acceptable valuation is required on all real estate secured loans.  Generally, an appraisal performed by an independent licensed appraiser is required for real estate secured loans where the amount is above $250,000, or is non-owner occupied, or if the LTV ratio is above 70 percent for commercial property or above the limits shown in the above schedule for valuations based on tax assessments for owner occupied residential property, or if an existing appraisal is more than two years old (unless there was a material change in market conditions or the physical aspects of the property). Exceptions to LTV ratios and the use of a licensed appraiser are sometimes made by management or the Board of Directors when there are compensating factors.
 
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One component of the internal credit risk review is the identification and management of industry concentrations, defined as greater than 10 percent of the total loan portfolio.  At December 31, 2014, the Corporation had three industry concentrations that exceeded 10 percent of the total loan portfolio : commercial real estate investor, which was 15.7 percent of the portfolio; builder & developer, which was 12.5 percent of the portfolio; and residential real estate investor, which was 10.6 percent of the portfolio.  At December 31, 2013, the Corporation had two industry concentrations that exceeded 10 percent of the total loan portfolio : commercial real estate investor, which was 16.5 percent of the portfolio, and builder & developer, which was 12.4 percent of the portfolio.  Loans to borrowers within these industries are usually collateralized by real estate.
 
In addition to a comprehensive lending policy, numerous internal reviews of loan and foreclosed real estate portfolios occur throughout the year.  These portfolios, or selected accounts therein, are also examined periodically by the Corporation’s or PeoplesBank’s regulators.
 
Nonperforming Assets
 
Table 10 – Nonperforming assets, below, presents a five-year history of asset categories posing the greatest risk of loss and related ratios.  The Corporation generally places a loan on nonaccrual status and ceases accruing interest income (i.e., recognizes interest income on a cash basis as long as the loan is sufficiently collateralized) when loan payment performance is unsatisfactory and the loan is past due 90 days or more.    Loans past due 90 days or more and still accruing interest represent loans that are contractually past due, but are well collateralized and in the process of collection.
 
Foreclosed real estate represents real estate acquired to satisfy debts owed to PeoplesBank, or a foreclosed asset subsidiary.
 
The final category, troubled debt restructurings, pertains to loans whose terms have been modified to include a concession that we would not ordinarily consider due to the debtor’s financial difficulties.  Concessions granted under a troubled debt restructuring typically involve a reduction of interest rate lower than the current market rate for new debt with similar risk, the deferral of payments or extension of the stated maturity date. Troubled debt restructurings are evaluated for impairment if they have been restructured during the most recent calendar year, or if they cease to perform in accordance with the modified terms.
 
Nonperforming assets are reviewed by management on a monthly basis.  We generally rely on appraisals performed by independent licensed appraisers to determine the value of real estate collateral for impaired collateral-dependent loans.  Generally, an appraisal is performed when: (i) an account reaches 90 days past due, unless a certified appraisal was completed within the past twelve months; (ii) market values have changed significantly; (iii) the condition of the property has changed significantly; or (iv) the existing appraisal is outdated based upon regulatory or policy requirements. In instances where the value of the collateral is less than the net carrying amount of the loan, a specific loss allowance is established for the difference by recording a loss provision to the income statement.  When it is probable that some portion or all of the loan balance will not be collected, that amount is charged off as loss against the allowance.
 
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Table 10-Nonperforming Assets
                                       
 
December 31,
(dollars in thousands)
2014
   
2013
   
2012
   
2011
   
2010
 
Nonaccrual loans
$
 6,384
   
$
 13,231
   
$
 6,232
   
$
 5,931
   
$
 14,844
 
Nonaccrual loans, troubled debt restructurings
 
 2,242
     
 2,069
     
 2,110
     
 5,770
     
 3,680
 
Accruing loans that are contractually past due 90 days or more as to principal and interest
 
 54
     
 0
     
 186
     
 0
     
 197
 
Total nonperforming loans
 
 8,680
     
 15,300
     
 8,528
     
 11,701
     
 18,721
 
Foreclosed real estate, net of allowance
 
 2,542
     
 4,068
     
 3,633
     
 16,243
     
 10,572
 
Total nonperforming assets
$
 11,222
   
$
 19,368
   
$
 12,161
   
$
 27,944
   
$
 29,293
 
Accruing troubled debt restructurings
$
 1,996
   
$
 3,342
   
$
 3,550
   
$
 3,272
   
$
 0
 
                                       
Total period-end loans, net of deferred fees
$
 920,090
   
$
 859,384
   
$
 737,134
   
$
 693,515
   
$
 640,849
 
Allowance for loan losses (ALL)
$
 11,162
   
$
 9,975
   
$
 9,302
   
$
 8,702
   
$
 7,626
 
ALL as a % of total period-end loans
 
 1.21
%
   
 1.16
%
   
 1.26
%
   
 1.25
%
   
 1.19
%
Annualized net charge-offs as a % of average total loans
 
 0.05
%
   
 0.10
%
   
 0.16
%
   
 0.58
%
   
 0.39
%
ALL as a % of nonperforming loans
 
 128.59
%
   
 65.20
%
   
 109.08
%
   
 74.38
%
   
 40.74
%
Nonperforming loans as a % of total period-end loans
 
 0.94
%
   
 1.78
%
   
 1.16
%
   
 1.69
%
   
 2.92
%
Nonperforming assets as a % of total period-end loans and net foreclosed real estate
 
 1.22
%
   
 2.24
%
   
 1.64
%
   
 3.94
%
   
 4.50
%
Nonperforming assets as a % of total period-end assets
 
 0.92
%
   
 1.68
%
   
 1.15
%
   
 2.76
%
   
 3.06
%
Nonperforming assets as a % of total period-end shareholders’ equity
 
 9.47
%
   
 17.99
%
   
 12.00
%
   
 29.97
%
   
 38.27
%
 
While the Corporation’s loan portfolio has experienced strong growth over the years, notable progress has been made in managing, and reducing the level of, nonperforming assets. This has been accomplished through continuous collection efforts coordinated by the Corporation’s General Counsel, recoveries from borrower payments and foreclosed real estate sales, the establishment of valuation allowances for selective accounts, and if necessary, loan charge-offs.   While progress has been made in managing nonperforming assets, we remain concerned about the impact of changing economic conditions, and the potential for adverse real estate market value changes, and the corresponding effects on commercial borrowers.
 
The paragraphs below explain significant changes in the aforementioned nonperforming asset categories as of December 31, 2014, compared to December 31, 2013.
 
Nonaccrual Loans
 
The Corporation evaluates the adequacy of the allowance for loan losses at least quarterly, and has established a loss allowance for selected loan relationships where the net realizable value of the collateral is insufficient to repay the loan.  In this regard, allowances, if applicable, are noted below within the description of the loan.  Collection efforts, including modification of contractual terms for individual accounts based on prevailing market conditions and liquidation of collateral assets, are being employed to maximize recovery.  Further provisions for loan losses may be required for nonaccrual loans as additional information becomes available or conditions change. There is also the potential for adjustment to the allowance as a result of regulatory examinations. A loan is returned to interest accruing status when we determine that circumstances have improved to the extent that all of the principal and interest amounts contractually due are current for at least six consecutive payments and future payments are reasonably assured.
 
On December 31, 2014, the nonaccrual loan portfolio balance totaled $8,626,000, compared to $15,300,000 at year-end 2013.  Significant activity contributing to the decrease included (i) a $3.9 million payment received on a nonaccrual commercial loan, (ii) a $1.05 million payoff of a nonaccrual commercial loan, (iii) payments totaling $679,000 from collateral sales and guarantees on a commercial loan relationship, and (iv) reclassifications to foreclosed real estate totaling $1.6 million.
 
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Four unrelated commercial relationships, which represent the majority of the nonperforming loan portfolio balance as of December 31, 2014, are described below.
 
Loan no. 1—At December 31, 2014, the outstanding principal balance of this loan relationship was $1,934,000, collateralized by commercial rental properties with rents assigned to PeoplesBank. Based on a recent appraisal of the primary real estate collateralizing the relationship, we believe that the loans are adequately secured.  The borrower is presently operating under a troubled debt restructuring agreement.
 
Loan no. 2—At December 31, 2014, the outstanding principal balance of this loan relationship was $1,595,000.  The balance outstanding was significantly reduced in 2014 due to a significant principal payment of $3,879,000 received during the second quarter, funded by proceeds from the sale of the largest commercial property securing the loan.  The remaining balance is collateralized by various smaller properties, some with prior lienholders.  A $750,000 allowance for probable loan losses was established for this relationship. Management is pursuing its legal remedies to recover the remaining amount due.
 
Loan no. 3—At December 31, 2014, the outstanding principal balance of the loan relationship was $1,407,000, collateralized by various residential rental properties. A $500,000 allowance for loan losses was established for this relationship.  PeoplesBank is presently pursuing its legal remedies to recover the amount due, including sales of underlying collateral.
 
Loan no. 4—At December 31, 2014, the outstanding principal balance of the loan relationship was $835,000, collateralized by two commercial properties. Based on an independent appraisal of the real estate collateralizing the relationship, we believe that the loans are adequately collateralized. PeoplesBank is presently pursuing its legal remedies to recover the amount due.
 
For 2014, the gross interest income that would have been recorded if the nonaccrual loans had been current in accordance with their original terms and current throughout the period was approximately $648,000.  The amount of interest income on those nonaccrual loans that was included in net income for 2014 was approximately $183,000.  The interest income recognized on impaired loans in Note 4–Loans, in the notes to the consolidated financial statements, is a higher amount because it includes interest income on all impaired loans, which includes nonaccrual loans, from the time the loan was impaired.
 
At December 31, 2014, there were approximately $9.4 million in additional potential problem loans being closely monitored by management.   These additional potential problem loans consist of loans classified as substandard reflecting increased risk of the borrowers’ ability to comply with present repayment terms.  These loans are not classified as nonperforming and are not disclosed in Table 10. A loss allowance totaling $1.1 million was established at December 31, 2014, for those potential problem commercial loans that, in our judgment, were under collateralized. Comparatively, we were monitoring approximately $10 million of potential problem loans at December 31, 2013.
 
Foreclosed Real Estate
 
On December 31, 2014, foreclosed real estate, net of allowance, totaled $2,542,000, compared to $4,068,000 at December 31, 2013. Total foreclosed real estate decreased by 38% from December 31, 2013, to December 31, 2014, with the decrease primarily attributable to the sales of two foreclosed real estate assets with a combined carrying amount of $1,827,000 during the third quarter of 2014.  These foreclosed assets were sold with minimal current combined realized losses.
 
Two unrelated foreclosed real estate properties, which represent 76% of the foreclosed real estate portfolio balance, net of allowance, as of December 31, 2014, are described below. If a valuation allowance for probable loss has been established for a particular property, it is so noted in the property description below.  Further valuation allowances may be required on any foreclosed property as additional information becomes available or conditions change.
 
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Property no. 1— The carrying amount of this property at December 31, 2014 was $1,010,000, which is net of a $1,627,000 valuation allowance. The property is comprised of 132 approved residential building lots. Of this total, 26 lots are improved. The property has been listed for sale with a property broker.
 
Property no. 2 – The carrying amount of this property at December 31, 2014 is $910,000.  The property is comprised of an 8 acre parcel improved for commercially developable sites.  Management is evaluating its disposition options with regard to this property.
 
Allowance for Loan Losses
 
Although the Corporation believes that it maintains sound credit policies, certain loans deteriorate and must be charged off as losses.  The allowance for loan losses is maintained to absorb losses inherent in the portfolio.  The allowance is increased by provisions charged to expense and is reduced by loan charge-offs, net of recoveries.  The allowance is based upon management’s continuous evaluation of the loan portfolio coupled with a formal review of adequacy on a quarterly basis, which is subject to review and approval by the Board.  An overview of the methodology and key factors that we use in evaluating the adequacy of the allowance and loan impairment is provided in Note 1-Summary of Significant Accounting Policies, in the notes to the consolidated financial statements.
 
The allowance for loan losses consists primarily of three components: specific allowances for individually impaired commercial loans; allowances calculated for pools of loans; and an unallocated component, which reflects the margin of imprecision inherent in the assumptions that underlie the evaluation of the adequacy of the allowance.  The Corporation uses an internal risk rating system to evaluate individual loans.  Loans are segmented into industry groups or pools with similar characteristics, and an allowance for loan losses is allocated to each segment based on quantitative factors such as recent loss history (two-year rolling average of net charge-offs) and qualitative factors, such as the results of internal and external credit reviews, changes in the size and composition of the loan portfolio, adequacy of collateral, and general economic conditions.  Determining the level of the allowance for probable loan losses at any given period is subjective, particularly during deteriorating or uncertain economic periods, and requires that we make estimates using assumptions.  There is also the potential for adjustment to the allowance as a result of regulatory examinations.
 
An analysis of the activity in the allowance for loan losses over a five-year period is presented in Table 11 - Analysis of Allowance for Loan Losses, below.  A more detailed analysis of the allowance for the current year is provided in Note 5 –Allowance for Loan Losses in the notes to the consolidated financial statements.
 
The allowance was $11,162,000 or 1.21 percent of total loans, on December 31, 2014, compared to $9,975,000 and 1.16 percent, respectively, on December 31, 2013. The $1,187,000 increase in the allowance from December 31, 2013 to December 31, 2014, generally supported the $61 million overall increase in loans (primarily commercial loans), net of deferred fees, over the same 12 month period. Based on our comprehensive analysis of the loan portfolio, and recognizing other relevant considerations including expected continued loan growth, continued uncertainty on certain larger criticized assets as legal and collection efforts continue, and the unknown impact of future accounting and regulatory requirements related to the determination of the allowance for loan losses, we believe that the allowance for loan losses was adequate at December 31, 2014.
 
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Table 11 -Analysis of Allowance for Loan Losses
                               
(dollars in thousands)
 
2014
   
2013
   
2012
   
2011
   
2010
 
Balance - beginning of year
  $ 9,975     $ 9,302     $ 8,702     $ 7,626     $ 7,175  
Provision charged to operating expense
    1,600       1,470       1,750       4,935       2,990  
Loans charged off:
                                       
Commercial, financial and agricultural
    326       591       607       3,444       1,519  
Real estate - construction and land development
    0       0       2       0       789  
Real estate - residential mortgages
    30       27       115       141       31  
Consumer and home equity
    396       380       501       371       298  
Total loans charged off
    752       998       1,225       3,956       2,637  
Recoveries:
                                       
Commercial, financial and agricultural
    248       102       17       9       24  
Real estate - residential mortgages
    4       2       41       0       0  
Consumer and home equity
    87       97       17       88       74  
Total recoveries
    339       201       75       97       98  
Net charge-offs
    413       797       1,150       3,859       2,539  
Balance - end of year
  $ 11,162     $ 9,975     $ 9,302     $ 8,702     $ 7,626  
                               
Ratios:
                             
Net charge offs as a % of average total loans
    0.05 %     0.10 %     0.16 %     0.58 %     0.39 %
Allowance for loan losses as a % of total period-end loans
    1.21 %     1.16 %     1.26 %     1.25 %     1.19 %
Allowance for loan losses as a % of nonperforming loans
    128.59 %     65.20 %     109.08 %     74.38 %     40.74 %
 
Table 12 - Allocation of Allowance for Loan Losses, below, presents a comparison of the allocation of the allowance for loan losses by major loan category for five year-end periods. Because all identified losses are immediately charged off, no portion of the allowance for loan losses is restricted to any individual loan or groups of loans, and the entire allowance is available to absorb any and all loan losses.
 
Table 12-Allocation of Allowance for Loan Losses
                                                             
   
December 31,
 
   
2014
   
2013
   
2012
   
2011
   
2010
 
         
% Total
         
% Total
         
% Total
         
% Total
         
% Total
 
(dollars in thousands)
 
Amount
   
Loans
   
Amount
   
Loans
   
Amount
   
Loans
   
Amount
   
Loans
   
Amount
   
Loans
 
 
                                                           
Commercial, financial and  agricultural
  $ 7,134       71.6     $ 6,131       70.7     $ 6,461       69.2     $ 5,950       66.6     $ 5,226       65.5  
Real estate - construction and land development
    2,236       12.5       2,073       12.4       1,571       13.2       2,170       14.9       1,561       14.9  
Total commercial related
    9,370       84.1       8,204       83.1       8,032       82.4       8,120       81.5       6,787       80.4  
                                                                                 
Real estate - residential mortgages
    64       3.5       65       3.0       124       3.2       88       3.1       30       3.2  
Consumer and home equity
    392       12.4       506       13.9       475       14.4       257       15.4       284       16.4  
Total consumer related
    456       15.9       571       16.9       599       17.6       345       18.5       314       19.6  
                                                                                 
Unallocated
    1,336       n/a       1,200       n/a       671       n/a       237       n/a       525       n/a  
                                                                                 
Total
  $ 11,162       100.0     $ 9,975       100.0     $ 9,302       100.0     $ 8,702       100.0     $ 7,626       100.0  
 
Despite comparatively favorable net charge off activity for 2014 as compared to recent years (see Table 11, above), the unallocated portion of the allowance as reflected in Table 12, below, was not further reduced as of December 31, 2014, in consideration of both continued loan growth (principally commercial loans), and the inherent imprecision in the methodology for estimating specific and general loan losses, including the unpredictable timing and amounts of charge-offs and related historical loss averages, and economic and real estate market value uncertainties which could negatively impact unimpaired portfolio loss factors.
 
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Liquidity

Maintaining adequate liquidity provides the Corporation with the ability to meet financial obligations to depositors, loan customers, employees, and shareholders on a timely and cost effective basis in the normal course of business.  Additionally, it provides funds for growth and business opportunities as they arise.  Liquidity is generated from transactions relating to both the Corporation’s assets and liabilities.  The primary sources of asset liquidity are scheduled investment security maturities and cash inflows, funds received from customer loan payments and, to a lesser degree, asset sales.  The primary sources of liability liquidity are deposit growth, short-term borrowings and long-term debt. The Consolidated Statements of Cash Flows, included in this report, present the changes in cash from operating, investing and financing activities.  At year-end 2014, we believe that liquidity was adequate based upon the potential liquidation of unpledged available-for-sale securities with a fair value totaling approximately $37 million and available credit from the Federal Home Loan Bank of Pittsburgh totaling approximately $297 million. The Corporation’s loan-to-deposit ratio was approximately 96 percent as of year-end 2014, compared to 93 percent as of year-end 2013. The increase in the ratio was the result of loan growth outpacing the growth of deposits in 2014.

Off-Balance Sheet Arrangements

The Corporation’s financial statements do not reflect various commitments that are made in the normal course of business, which may involve some liquidity risk.  These commitments consist primarily of commitments to grant new loans, unfunded commitments under existing loan facilities, and letters of credit issued under the same standards as on-balance sheet instruments.  Financial instruments with off-balance sheet risk are disclosed in Note 14-Commitments to Extend Credit, to the consolidated financial statements, and totaled $272 million at December 31, 2014, compared to $277 million at December 31, 2013.  Generally, these commitments have fixed expiration dates or termination clauses and are for specific purposes. Accordingly, many of the commitments are expected to expire without being drawn and, therefore, generally do not present significant liquidity risk to the Corporation or PeoplesBank.

Impact of Inflation and Changing Prices

The majority of assets and liabilities of a financial institution are monetary in nature and therefore, differ greatly from most commercial and industrial companies that have significant investments in fixed assets or inventories.  However, inflation may impact the growth of total assets in the banking industry and the resulting need to increase equity capital at higher than normal rates in order to maintain an appropriate equity-to-assets ratio.  Inflation may also significantly affect noninterest expenses, which tend to rise during periods of general inflation.  The level of inflation can be measured by the change in the Consumer Price Index (CPI) for all urban consumers (December vs. December). The change in the CPI for 2014 was 0.8 percent, compared to 1.5 percent for 2013 and 1.7 percent for 2012.

Management believes that the most significant impact on financial results is the Corporation’s ability to react to changes in market interest rates.  Management strives to structure the balance sheet to increase net interest income by managing interest rate sensitive assets and liabilities to reprice in response to changes in market interest rates.  Additionally, management is focused on increasing fee income, an income component that is less sensitive to changes in market interest rates.

Item 7A:  Quantitative and Qualitative Disclosures about Market Risk

Not applicable.
 
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Item 8: Financial Statements and Supplementary Data
Codorus Valley Bancorp, Inc.
Consolidated Balance Sheets
             
   
December 31,
   
December 31,
 
(dollars in thousands, except share and per share data)
 
2014
   
2013
 
Assets
           
Interest bearing deposits with banks
  $ 17,420     $ 1,947  
Cash and due from banks
    13,674       13,115  
Total cash and cash equivalents
    31,094       15,062  
Securities, available-for-sale
    213,174       228,741  
Restricted investment in bank stocks, at cost
    3,799       4,742  
Loans held for sale
    464       514  
Loans (net of deferred fees of $2,249 - 2014 and $1,963 - 2013)
    920,090       859,384  
Less-allowance for loan losses
    (11,162 )     (9,975 )
Net loans
    908,928       849,409  
Premises and equipment, net
    18,471       14,599  
Other assets
    37,916       37,574  
Total assets
  $ 1,213,846     $ 1,150,641  
                 
Liabilities
               
Deposits
               
Noninterest bearing
  $ 121,673     $ 107,921  
Interest bearing
    833,300       817,382  
Total deposits
    954,973       925,303  
Short-term borrowings
    42,184       40,363  
Long-term debt
    90,406       70,493  
Other liabilities
    7,843       6,833  
Total liabilities
    1,095,406       1,042,992  
                 
Shareholders ’ equity
               
Preferred stock, par value $2.50 per share; $1,000 liquidation preference, 1,000,000 shares authorized; Series B shares issued and outstanding: 12,000 at December 31, 2014 and 25,000 at December 31, 2013
    12,000       25,000  
Common stock, par value $2.50 per share; 15,000,000 shares authorized; shares issued  and outstanding: 5,830,913 at December 31, 2014 and 4,800,318 at December 31, 2013
    14,577       12,001  
Additional paid-in capital
    62,713       45,399  
Retained earnings
    26,483       23,077  
Accumulated other comprehensive income
    2,667       2,172  
Total shareholders ’ equity
    118,440       107,649  
Total liabilities and shareholders’ equity
  $ 1,213,846     $ 1,150,641  

See accompanying notes.
 
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Codorus Valley Bancorp, Inc.
Consolidated Statements of Income
                   
   
Years ended December 31,
 
(dollars in thousands, except per share data)
 
2014
   
2013
   
2012
 
Interest income
                 
Loans, including fees
  $ 44,770     $ 41,594     $ 40,613  
Investment securities:
                       
Taxable
    3,400       2,885       3,367  
Tax-exempt
    1,956       2,397       2,424  
Dividends
    211       31       14  
Other
    63       65       94  
Total interest income
    50,400       46,972       46,512  
                         
Interest expense
                       
Deposits
    6,668       7,655       9,615  
Federal funds purchased and other short-term borrowings
    170       125       122  
Long-term debt
    1,202       839       790  
Total interest expense
    8,040       8,619       10,527  
Net interest income
    42,360       38,353       35,985  
Provision for loan losses
    1,600       1,470       1,750  
Net interest income after provision for loan losses
    40,760       36,883       34,235  
                         
Noninterest income
                       
Trust and investment services fees
    2,223       1,922       1,702  
Income from mutual fund, annuity and insurance sales
    648       614       896  
Service charges on deposit accounts
    2,968       2,727       2,560  
Income from bank owned life insurance
    714       727       633  
Other income
    630       662       645  
Net gain on sales of loans held for sale
    452       1,019       1,327  
Net gain on sales of securities
    518       83       427  
Total noninterest income
    8,153       7,754       8,190  
                         
Noninterest expense
                       
Personnel
    18,025       16,827       15,312  
Occupancy of premises, net
    2,089       2,049       1,977  
Furniture and equipment
    2,251       2,045       1,851  
Postage, stationery and supplies
    741       586       508  
Professional and legal
    758       667       534  
Marketing
    1,295       1,074       907  
FDIC insurance
    663       622       733  
Debit card processing
    790       773       707  
Charitable donations
    1,134       685       640  
Telephone
    570       543       532  
External data processing
    878       693       605  
Foreclosed real estate including (gains) losses on sales
    425       713       2,830  
Other
    2,857       2,877       2,792  
Total noninterest expense
    32,476       30,154       29,928  
Income before income taxes
    16,437       14,483       12,497  
Provision for income taxes
    4,668       3,917       3,103  
Net income
    11,769       10,566       9,394  
Preferred stock dividends
    174       250       384  
Net income available to common shareholders
  $ 11,595     $ 10,316     $ 9,010  
Net income per common share, basic
  $ 2.07     $ 2.07     $ 1.84  
Net income per common share, diluted
  $ 2.03     $ 2.03     $ 1.82  

See accompanying notes.

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Codorus Valley Bancorp, Inc.
Consolidated Statements of Comprehensive Income
                   
   
Years ended December 31,
 
(dollars in thousands)
 
2014
   
2013
   
2012
 
Net income
  $ 11,769     $ 10,566     $ 9,394  
Other comprehensive income (loss):
                       
Securities available for sale:
                       
Net unrealized holding gains (losses) arising during the period
                       
(net of tax expense (benefit) of $431, ($1,806), and $47, respectively)
    837       (3,506 )     91  
Reclassification adjustment for (gains) included in net income
                       
(net of tax expense of $176, $28, and $145, respectively) (a) (b)
    (342 )     (55 )     (282 )
Net unrealized gains (losses)
    495       (3,561 )     (191 )
Comprehensive income
  $ 12,264     $ 7,005     $ 9,203  

 
(a)
Amounts are included in net gain on sales of securities on the Consolidated Statements of Income within noninterest income.
 
(b)
Income tax amounts are included in provision for income taxes on the Consolidated Statements of Income.

See accompanying notes.

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Codorus Valley Bancorp, Inc.
Consolidated Statements of Cash Flows
                   
   
Years ended December 31,
 
(dollars in thousands)
 
2014
   
2013
   
2012
 
Cash flows from operating activities
                 
Net income
  $ 11,769     $ 10,566     $ 9,394  
Adjustments to reconcile net income to net cash provided by operations:
                       
Depreciation/amortization
    1,772       1,546       1,377  
Net amortization of premiums on securities
    978       1,223       1,438  
Amortization of deferred loan origination fees and costs
    (774 )     (588 )     (311 )
Amortization of intangible assets
    0       0       190  
Provision for loan losses
    1,600       1,470       1,750  
Provision for losses on foreclosed real estate
    60       342       2,663  
Deferred income tax expense (benefit)
    77       (437 )     385  
Amortization of investment in real estate partnership
    208       325       335  
Increase in bank owned life insurance
    (714 )     (727 )     (633 )
Originations of loans held for sale
    (21,894 )     (52,877 )     (72,298 )
Proceeds from sales of loans held for sale
    22,396       56,215       73,403  
Net gain on sales of loans held for sale
    (452 )     (1,019 )     (1,327 )
Loss on disposal of premises and equipment
    5       1       9  
Net gain on sales of securities available-for-sale
    (518 )     (83 )     (427 )
Net loss (gain) on sales of foreclosed real estate
    50       (15 )     167  
Stock-based compensation
    288       318       295  
(Increase) decrease in interest receivable
    (119 )     (4 )     73  
(Increase) decrease in other assets
    (442 )     1,475       416  
Increase (decrease) in interest payable
    86       (79 )     (51 )
Increase (decrease) in other liabilities
    969       (4 )     (365 )
Net cash provided by operating activities
    15,345       17,648       16,483  
                         
Cash flows from investing activities
                       
Purchases of securities, available-for-sale
    (37,736 )     (63,161 )     (63,119 )
Maturities, repayments and calls of securities, available-for-sale
    40,682       41,855       44,178  
Sales of securities, available-for-sale
    12,911       20,090       17,440  
Redemption (purchase) of restricted investment in bank stock
    943       (1,879 )     772  
Net increase in loans made to customers
    (61,940 )     (123,171 )     (44,689 )
Purchases of premises and equipment
    (5,649 )     (4,653 )     (2,018 )
Investment in bank owned life insurance
    (1,186 )     (5,307 )     (237 )
Proceeds from bank owned life insurance
    82       0       206  
Investment in foreclosed real estate
    0       0       (17 )
Proceeds from sales of foreclosed real estate
    2,970       207       10,028  
Net cash used in investing activities
    (48,923 )     (136,019 )     (37,456 )
                         
Cash flows from financing activities
                       
Net increase in demand and savings deposits
    44,599       34,734       63,343  
Net decrease in time deposits
    (14,929 )     (10,738 )     (16,435 )
Net increase in short-term borrowings
    1,821       21,007       9,099  
Proceeds from issuance of long-term debt
    20,000       40,000       0  
Repayment of long-term debt
    (87 )     (322 )     (15,813 )
Tax benefit on vested restricted stock
    52       89       44  
Cash dividends paid to preferred shareholders
    (207 )     (250 )     (634 )
Cash dividends paid to common shareholders
    (2,611 )     (2,074 )     (1,690 )
Redemption of preferred stock
    (13,000 )     0       0  
Net issuance of common stock
    13,982       1,239       627  
Cash paid in lieu of fractional shares
    (10 )     (9 )     (6 )
Net cash provided by financing activities
    49,610       83,676       38,535  
Net increase (decrease) in cash and cash equivalents
    16,032       (34,695 )     17,562  
Cash and cash equivalents at beginning of year
    15,062       49,757       32,195  
Cash and cash equivalents at end of period
  $ 31,094     $ 15,062     $ 49,757  
 
See accompanying notes.

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Codorus Valley Bancorp, Inc.
Consolidated Statements of Changes in Shareholders’ Equity
                                           
                           
Accumulated
             
               
Additional
         
Other
             
   
Preferred
   
Common
   
Paid-in
   
Retained
   
Comprehensive
   
Treasury
       
(dollars in thousands, except per share data)
 
Stock
   
Stock
   
Capital
   
Earnings
   
Income
   
Stock
   
Total
 
                                           
Balance, January 1, 2012
  $ 25,000     $ 10,507     $ 37,253     $ 14,558     $ 5,924     $ 0     $ 93,242  
Net income
                            9,394                       9,394  
Other comprehensive loss, net of tax
                                    (191 )             (191 )
Common stock cash dividends ($0.347 per share, adjusted)
                            (1,690 )                     (1,690 )
5% common stock dividend, 211,564 shares at fair value
            529       2,475       (3,010 )                     (6 )
Preferred stock cash dividends
                            (384 )                     (384 )
Stock-based compensation including related tax benefit
                    339                               339  
Withheld shares of restricted stock
                                            (80 )     (80 )
Issuance and reissuance of common stock including related tax benefit:
                                                       
23,165 shares under the dividend reinvestment  and stock purchase plan
            50       216                       44       310  
28,264 shares under the employee stock option plan
            65       199                       36       300  
10,784 shares under employee stock purchase plan
            27       70                               97  
11,290 shares of stock-based compensation awards
            28       (28 )                             0  
                                                         
Balance, December 31, 2012
  $ 25,000     $ 11,206     $ 40,524     $ 18,868     $ 5,733     $ 0     $ 101,331  
Net income
                            10,566                       10,566  
Other comprehensive loss, net of tax
                                    (3,561 )             (3,561 )
Common stock cash dividends ($0.417 per share, adjusted)
                            (2,074 )                     (2,074 )
5% common stock dividend, 225,937 shares at fair value
            565       3,459       (4,033 )                     (9 )
Preferred stock cash dividends
                            (250 )                     (250 )
Stock-based compensation including related tax benefit
                    407                               407  
Forfeiture and withheld shares of restricted stock
                    5                       (169 )     (164 )
Issuance and reissuance of common stock including related tax benefit:
                                                       
19,683 shares under the dividend reinvestment  and stock purchase plan
            40       233                       82       355  
65,441 shares under the employee stock option plan
            159       739                       38       936  
8,420 shares under employee stock purchase plan
            10       53                       49       112  
8,480 shares of stock-based compensation awards
            21       (21 )                             0  
                                                         
Balance, December 31, 2013
  $ 25,000     $ 12,001     $ 45,399     $ 23,077     $ 2,172     $ 0     $ 107,649  
Net income
                            11,769                       11,769  
Other comprehensive income, net of tax
                                    495               495  
Common stock cash dividends ($0.466 per share, adjusted)
                            (2,611 )                     (2,611 )
5% common stock dividend, 275,900 shares at fair value
            690       4,878       (5,578 )                     (10 )
Preferred stock cash dividends
                            (174 )                     (174 )
Redemption of preferred stock
    (13,000 )                                             (13,000 )
Stock-based compensation including related tax benefit
                    340                               340  
Forfeiture and withheld shares of restricted stock
                    4                       (39 )     (35 )
Issuance and reissuance of common stock including related tax benefit:
                                                       
650,000 shares through private placement
            1,625       10,885                               12,510  
17,749 shares under the dividend reinvestment and stock purchase plan
            42       333                       2       377  
72,585 shares under the employee stock option plan
            181       819                               1,000  
7,710 shares under employee stock purchase plan
            17       106                       7       130  
9,830 shares of stock-based compensation awards
            21       (51 )                     30       0  
                                                         
Balance, December 31, 2014
  $ 12,000     $ 14,577     $ 62,713     $ 26,483     $ 2,667     $ 0     $ 118,440  
 
See accompanying notes.

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Codorus Valley Bancorp, Inc.
Notes to Consolidated Financial Statements

NOTE 1-Summary of Significant Accounting Policies

Nature of Operations and Basis of Presentation
Codorus Valley Bancorp, Inc. (“Corporation” or “Codorus Valley”) is a one-bank holding company headquartered in York, Pennsylvania that provides a full range of banking services through its subsidiary, PeoplesBank, A Codorus Valley Company (“PeoplesBank” or “Bank”). PeoplesBank operates two wholly-owned subsidiaries, Codorus Valley Financial Advisors, Inc., which sells nondeposit investment products, and SYC Settlement Services, Inc., which provides real estate settlement services. In addition, PeoplesBank may periodically create nonbank subsidiaries for the purpose of temporarily holding foreclosed properties pending the liquidation of these properties. PeoplesBank operates under a state charter and is subject to regulation by the Pennsylvania Department of Banking and Securities, and the Federal Deposit Insurance Corporation. The Corporation is subject to regulation by the Federal Reserve Board and the Pennsylvania Department of Banking and Securities.
 
The consolidated financial statements include the accounts of Codorus Valley and its wholly-owned bank subsidiary, PeoplesBank, and two wholly-owned nonbank subsidiaries, SYC Realty Company, Inc. and CVLY Corp. SYC Realty is primarily used to hold foreclosed properties obtained by PeoplesBank pending the liquidation of these properties and was inactive during the reportable period of 2014. CVLY Corp. was formed in connection with the acquisition of Madison Bancorp, Inc. The accounts of CVB Statutory Trust No. 1 and No. 2 are not included in the consolidated financial statements as discussed in Note 8 –Short-term Borrowings and Long-term Debt. All significant intercompany account balances and transactions have been eliminated in consolidation. The accounting and reporting policies of Codorus Valley and subsidiaries conform to accounting principles generally accepted in the United States of America and have been followed on a consistent basis.

In accordance with FASB ASC Topic 855, the Corporation evaluated the events and transactions that occurred after the balance sheet date of December 31, 2014, through the date these consolidated financial statements were issued.

Investment Securities
The classification of securities is determined at the time of acquisition and is reevaluated at each reporting date. Securities classified as available-for-sale are debt securities that the Corporation intends to hold for an indefinite period of time, but not necessarily to maturity. Any decision to sell a security classified as available-for-sale would be based on various factors, including significant movements in interest rates, changes in maturity mix of assets and liabilities, income or liquidity needs, regulatory considerations and other factors. Debt securities available-for-sale are carried at fair value, with unrealized gains and losses, net of taxes, reported as a component of accumulated other comprehensive income in shareholders’ equity. Premiums and discounts are recognized in interest income using the interest method over the estimated life of the security. Realized gains and losses from the sale of available-for-sale securities are computed on the basis of specific identification of the adjusted cost of each security and are shown net as a separate line item in the statement of income.

Declines in the fair value of available-for-sale securities below their cost that are deemed to be other-than-temporary are reflected in earnings as realized losses. In estimating other-than-temporary impairment losses, management must first assess whether (a) it has the intent to sell the security and (b) it is more likely than not that it will be required to sell the security prior to its anticipated recovery. These steps are done before assessing whether the cost basis of the investment will be recovered. The assessment of the probability of recovery would consider, among other things, the length of time and the extent to which the fair value has been less than cost and the financial condition and near-term prospects of the issuer. More information about investment securities is provided in Note 3 – Securities.
 
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Restricted Investment in Bank Stocks
Restricted stock, which represents required investments in the common stock of correspondent banks, is carried at cost and, as of December 31, 2014 and 2013, consisted primarily of the common stock of the Federal Home Loan Bank of Pittsburgh (FHLBP) and, to a lesser degree, Atlantic Community Bankers Bank (ACBB). Under the FHLBP’s Capital Plan, PeoplesBank is required to maintain a minimum member stock investment, both as a condition of becoming and remaining a member and as a condition of obtaining borrowings from the FHLBP. The FHLBP uses a formula to determine the minimum stock investment, which is based on the volume of loans outstanding, unused borrowing capacity and other factors.
 
The FHLBP paid dividends during the years ended December 31, 2014 and 2013. The FHLBP restricts the repurchase of the excess capital stock of member banks. The amount of excess capital stock that can be repurchased from any member is currently the lesser of five percent of the member’s total capital stock outstanding or its excess capital stock outstanding.

Management evaluates the restricted stock for impairment in accordance with FASB ASC Topic 942 . Management’s determination of whether these investments are impaired is based on their a ssessment of the ultimate recoverability of their cost rather than by recognizing temporary declines in value. Using the FHLBP as an example, the determination of whether a decline affects the ultimate recoverability of cost is influenced by criteria such as: (1) the significance of the decline in net assets of the FHLBP as compared to the capital stock amount for the FHLBP and the length of time this situation has persisted; (2) commitments by the FHLBP to make payments required by law or regulation and the level of such payments in relation to the operating performance of the FHLBP; and (3) the impact of legislative and regulatory changes on institutions and, accordingly, on the customer base of the FHLBP. Management believes no impairment charge was necessary related to the restricted stock during the periods ended December 31, 2014 and 2013 .
 
Loans Held for Sale
Loans held for sale are comprised of residential mortgage loans originated by the Bank and servicing of the loan is not retained after sale. Loans held for sale are reported at the lower of cost or fair value, as determined by the aggregate commitments from investors or current investor yield requirements. The amount by which cost exceeds fair value, if any, is accounted for as a valuation allowance and is charged to expense in the period of the change. Gains or losses on sales of mortgage loans are recognized based on the difference between the selling price and the carrying value of the related mortgage loan and is recorded in noninterest income.

Loans
Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or payoff, are stated at their outstanding unpaid principal balances less amounts charged off, net of an allowance for loan losses and any deferred fees or costs. Interest income is accrued on the unpaid principal balance. Generally, loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the yield (interest income) over the contractual life of the loan. The loans receivable portfolio is segmented into commercial and consumer loans. Commercial loans consist of the following industry classes: builder & developer, commercial real estate investor, residential real estate investor, hotel/motel, wholesale & retail, agriculture, manufacturing and all other. Consumer loans consist of the following classes: residential mortgage, home equity and all other.

For all classes of loans receivable, the accrual of interest is discontinued when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about further collectability of principal or interest, even though the loan is currently performing. A loan may remain on accrual status if it is in the process of collection and is either guaranteed or well secured. When a loan is placed on nonaccrual status, unpaid interest credited to income in the current year is reversed and unpaid interest accrued in prior years is charged against the allowance for loan losses. Interest received on nonaccrual loans, including impaired loans, generally is either applied against principal or reported as interest income, according to the Corporation’s judgment as to the collectability of principal. Generally, loans are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time, generally six months, and the ultimate collectability of the total contractual principal and interest is no longer in doubt. The past due status of all classes of loans receivable is determined based on contractual due dates for loan payments.
 
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Allowance for Loan Losses
The allowance for loan losses represents the Corporation’s estimate of losses inherent in the loan portfolio as of the balance sheet date and is recorded as a reduction to loans. The allowance for loan losses is increased by the provision for loan losses, and decreased by charge-offs, net of recoveries. Loans deemed to be uncollectable are charged against the allowance for loan losses, and subsequent recoveries, if any, are credited to the allowance. All, or part, of the principal balance of loans receivable are charged off to the allowance as soon as it is determined that the repayment of all, or part, of the principal balance is highly unlikely. While the Corporation attributes a portion of the allowance to individual loans and groups of loans that it evaluates and determines to be impaired, the allowance is available to cover all charge-offs that arise from the loan portfolio.

The allowance for loan losses is maintained at a level considered adequate to provide for losses that can be reasonably anticipated. The Corporation performs a quarterly evaluation of the adequacy of the allowance. The allowance is based on the Corporation’s past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, composition of the loan portfolio, current economic conditions and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant revision as more information becomes available.
 
The allowance consists of specific, general and unallocated components. The specific component relates to loans that are classified as impaired, generally substandard and nonaccrual loans. For loans that are classified as impaired, an allowance is established when the collateral value (or discounted cash flows or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers pools of loans by loan class including commercial loans not considered impaired, as well as smaller balance homogeneous loans, such as residential real estate, home equity and other consumer loans. These pools of loans are evaluated for loss exposure based upon historical loss rates for each of these classes of loans, adjusted for qualitative (environmental) risk factors. Historical loss rates are based on a two year rolling average of net charge-offs. Qualitative risk factors that supplement historical losses in the evaluation of loan pools include:

●
Changes in national and local economies and business conditions
●
Changes in the value of collateral for collateral dependent loans
●
Changes in the level of concentrations of credit
●
Changes in the volume and severity of classified and past due loans
●
Changes in the nature and volume of the portfolio
●
Changes in collection, charge-off, and recovery procedures
●
Changes in underwriting standards and loan terms
●
Changes in the quality of the loan review system
●
Changes in the experience/ability of lending management and key lending staff
●
Regulatory and legal regulations that could affect the level of credit losses
●
Other pertinent environmental factors
 
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Each factor is assigned a value to reflect improving, stable or declining conditions based on the Corporation’s best judgment using relevant information available at the time of the evaluation. An unallocated component is maintained to cover uncertainties that could affect the Corporation’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the loan portfolio.

As disclosed in Note 4-Loans, the Corporation engages in commercial and consumer lending. Loans are made within the Corporation’s primary market area and surrounding areas, and include the purchase of whole loan or participation interests in loans from other financial institutions. Commercial related loans, which pose the greatest risk of loss to the Corporation, whether originated or purchased, are generally secured by real estate. Within the broad commercial loan segment, the builder & developer and commercial real estate investor loan classes generally present a higher level of risk than other commercial loan classifications. This greater risk is due to several factors, including the concentration of principal in a limited number of loans and borrowers, the effect of general economic conditions on income producing properties, unstable real estate prices and the dependency upon successful construction and sale or operation of the real estate project. Within the consumer loan segment, junior (i.e., second) liens present a slightly higher risk to the Corporation because economic and housing market conditions can adversely affect the underlying value of the collateral and the ability of some borrowers to service their debt.

A loan is considered impaired when, based on current information and events, it is probable that the Corporation will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered in determining impairment include payment status and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. The Corporation determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Loans that are deemed impaired are evaluated for impairment loss based on the net realizable value of the collateral, as applicable. Loans that are not collateral dependent will rely on the present value of expected future cash flows discounted at the loan’s effective interest rate to determine impairment loss. Large groups of smaller balance homogeneous loans such as residential mortgage loans, home equity loans and other consumer loans are collectively evaluated for impairment, unless they are classified as impaired.

An allowance for loan losses is established for an impaired commercial loan if its carrying value exceeds its estimated fair value. For commercial loans secured by real estate, estimated fair values are determined primarily through third-party appraisals of the underlying collateral. When a real estate secured loan becomes impaired, a decision is made regarding whether an updated certified appraisal of the real estate is necessary. This decision is based on various considerations, including the age of the most recent appraisal, the loan-to-value ratio based on the most recent appraisal and the condition of the property. Appraisals are generally discounted to provide for selling costs and other factors to determine an estimate of the net realizable value of the property. For commercial loans secured by non-real estate collateral, such as accounts receivable, inventory and equipment, estimated fair values are determined based on the borrower’s financial statements, inventory reports, accounts receivable aging or equipment appraisals or invoices. Indications of value from these sources are generally discounted based on the age of the financial information or the quality of the assets. In instances when specific consumer related loans become impaired, they may be partially or fully charged off, which obviates the need for a specific allowance.
 
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Loans whose terms are modified are classified as troubled debt restructurings if the Corporation grants borrowers experiencing financial difficulties concessions that it would not otherwise consider. Concessions granted under a troubled debt restructuring may involve an interest rate that is below the market rate given the associated credit risk of the loan or an extension of a loan’s stated maturity date. Loans classified as troubled debt restructurings are designated as impaired. Non-accrual troubled debt restructurings are restored to accrual status if principal and interest payments, under the modified terms, are current for a reasonable period of time, generally six consecutive months after modification and future payments are reasonably assured.
 
Banking regulatory agencies, as an integral part of their examination process, periodically review the Corporation’s allowance for loan losses and may require the Corporation to recognize additions to the allowance based on their judgments about information available to them at the time of their examination, which may not be currently available to the Corporation. Based on a comprehensive analysis of the loan portfolio, the Corporation believes that the level of the allowance for loan losses at December 31, 2014 is adequate.

Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Corporation, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Corporation does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.
 
Premises and Equipment
Land is carried at cost. Premises and equipment are carried at cost less accumulated depreciation. Depreciation expense is calculated principally on the straight-line method over the assets’ estimated useful lives. Estimated useful lives are seven to forty years for buildings and improvements, three to twenty years for furniture and equipment and three to seven years for computer equipment and software. Maintenance and repairs are charged to expense as incurred. The cost of significant improvements to existing assets is capitalized and amortized over the shorter of the asset’s useful life or related lease term. When facilities are retired or otherwise disposed of, the depreciated cost is removed from the asset accounts, and any gain or loss is reflected in the statement of income.

Foreclosed Real Estate
Foreclosed real estate, included in other assets, is comprised of property acquired through a foreclosure proceeding or property that is acquired through in substance foreclosure. Foreclosed real estate is initially recorded at fair value minus estimated costs to sell at the date of foreclosure, establishing a new cost basis. Any difference between the carrying value and the new cost basis is charged against the allowance for loan losses. Appraisals, based upon an independent third party, are generally used to determine fair value. After foreclosure, management reviews valuations at least quarterly and adjusts the asset to the lower of cost or fair value minus estimated costs to sell through a valuation allowance or a charge-off. Costs related to the improvement of foreclosed real estate are generally capitalized until the real estate reaches a saleable condition subject to fair value limitations. Revenue and expense from operations and changes in the valuation allowance are included in noninterest expense. When a foreclosed real estate asset is ultimately sold, any gain or loss on the sale is included in the income statement as a component of noninterest expense. At December 31, 2014, foreclosed real estate, net of allowance, was $2,542,000, compared to $4,068,000 for December 31, 2013.
 
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Investments in Real Estate Partnerships
In March 2003, PeoplesBank acquired a 73.47 percent limited partner interest in a real estate joint venture known as Village Court, which was formed to develop, construct, own and operate a 60-unit affordable housing complex located in Dover Township, York County, Pennsylvania. Construction of the housing complex was completed in the fourth quarter of 2004 and the complex was fully leased by December 31, 2004. The investment balance included in other assets has been fully amortized as of December 31, 2014, compared to $208,000 at December 31, 2013.

Investment and related tax credits are accounted for under the effective yield method of accounting under which tax credits are recognized as they are allocated, and the cost of the investment is amortized to provide a constant yield over the period that tax credits are allocated, generally ten years.

Bank Owned Life Insurance
PeoplesBank invests in bank owned life insurance (BOLI) as a source of funding for employee benefit expenses. BOLI involves the purchasing of life insurance by PeoplesBank on a select group of employees and directors. PeoplesBank is the owner and beneficiary of the policies. This life insurance investment is carried at the cash surrender value of the underlying policies and is included in other assets in the amount of $23,296,000 at December 31, 2014, compared to $21,491,000 at December 31, 2013.

Trust and Investment Services Assets
Assets held by PeoplesBank in a fiduciary or agency capacity for its customers are not included in the consolidated balance sheets since these items are not assets of PeoplesBank.

Advertising
Advertising costs are charged to expense when incurred.

Income Taxes
Deferred income taxes are provided on the liability method whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted through the provision for income taxes for the effects of changes in tax laws and rates on the effective date.

The Corporation accounts for uncertain tax positions as required by FASB ASC Topic 740. FASB ASC Topic 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. Specifically, the accounting standard prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return as well as guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. No significant income tax uncertainties have been identified by the Corporation; therefore, the Corporation recognized no adjustment for unrecognized income tax benefits for the years ended December 31, 2014, 2013 or 2012. The Corporation’s policy is to recognize interest and penalties on unrecognized tax benefits in income taxes expense in the Consolidated Statement of Income. The Corporation did not recognize any interest and penalties for the years ended December 31, 2014, 2013 and 2012. The tax years subject to examination by the taxing authorities are the years ended December 31, 2013, 2012, and 2011.

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Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, the evaluation of other-than-temporary impairment losses for investment securities and the evaluation of impairment losses for foreclosed real estate.

Fair Value of Financial Instruments
Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in Note 16. Fair value estimates involve uncertainties and matters of significant judgment. Changes in assumptions or in market conditions could significantly affect the estimates.

Per Common Share Data
Basic net income per common share is calculated as net income available to common shareholders divided by the weighted average number of common shares outstanding. Diluted net income per common share is calculated as net income available to common shareholders divided by the weighted average number of common shares outstanding plus common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. Potential common shares that may be issued by the Corporation relate solely to outstanding stock options and are determined using the treasury stock method. All share and per share amounts are adjusted for stock dividends that are declared prior to the issuance of the consolidated financial statements.

The computation of net income per common share for the years ended December 31, 2014, 2013 and 2012 is provided in the table below.
                   
(in thousands, except per share data)
 
2014
   
2013
   
2012
 
Net income available to common shareholders
  $ 11,595     $ 10,316     $ 9,010  
                         
Weighted average shares outstanding (basic)
    5,612       4,982       4,897  
Effect of dilutive stock options
    98       99       67  
Weighted average shares outstanding (diluted)
    5,710       5,081       4,964  
                         
Basic earnings per common share
  $ 2.07     $ 2.07     $ 1.84  
Diluted earnings per common share
  $ 2.03     $ 2.03     $ 1.82  
                         
Anti-dilutive stock options excluded from the computation of earnings per share
    56       24       117  

Stock-Based Compensation
The Corporation accounts for its stock-based compensation awards in accordance with FASB ASC Topic 718, which requires public companies to recognize compensation expense, related to stock-based compensation awards in their statements of operations. Compensation expense is equal to the fair value of the stock-based compensation awards on the grant date and is recognized over the vesting period of such awards. More information is provided in Note 12.
 
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Cash Flow Information
For purposes of the statements of cash flows, the Corporation considers interest bearing deposits with banks, cash and due from banks, and federal funds sold to be cash and cash equivalents.

Supplemental cash flow information is provided in the table below.
                   
   
Years ended December 31,
 
(dollars in thousands)
 
2014
   
2013
   
2012
 
Cash paid during the period for:
                 
Income taxes
  $ 3,511     $ 3,740     $ 2,825  
Interest
  $ 7,954     $ 8,698     $ 10,578  
                         
Noncash investing activities:
                       
Transfer of loans to foreclosed real estate
  $ 1,597     $ 969     $ 231  
Charitable donation of foreclosed real estate
  $ 43     $ 0     $ 0  
Transfer of loans held for sale to held-to-maturity portfolio
  $ 0     $ 258     $ 0  
Increase in other liabilities for preferred dividends declared
  $ 0     $ 0     $ 63  

Off-Balance Sheet Financial Instruments
In the ordinary course of business, the Corporation enters into off-balance sheet financial instruments consisting of commitments to extend credit and standby letters of credit. These financial instruments are recorded on the balance sheet when they become a receivable to the Corporation.
 
Comprehensive Income
Accounting principles generally accepted in the United States of America require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported as a separate component of the shareholders’ equity section of the balance sheet, such items, along with net income, are components of comprehensive income.

Segment Reporting
Management has determined that it operates in only one segment, community banking. The Corporation’s non-banking activities are insignificant to the consolidated financial statements.

Recent Accounting Pronouncements
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This standards update provides a framework that replaces most existing revenue recognition guidance. The guidance requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 is effective for interim and annual reporting periods beginning after December 15, 2016. Early adoption is not permitted. The Corporation is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements.

NOTE 2-Restrictions on Cash and Due from Banks

The Bank is required to maintain average reserves, in the form of cash and balances with the Federal Reserve Bank, against its deposit liabilities. In 2014 and 2013, the reserves were met with vault cash. The Bank is also required to maintain compensating balances with certain correspondent banks, which totaled $75,000 at December 31, 2014 and 2013.
 
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NOTE 3-Securities

A summary of securities, available-for-sale at December 31, 2014 and 2013, is provided below. The securities available-for-sale portfolio is generally comprised of high quality debt instruments, such as obligations of the United States government or agencies thereof and investments in the obligations of states and municipalities. The majority of municipal bonds in the portfolio are general obligation bonds, which can draw upon multiple sources of revenue, including taxes, for payment.  Only a few bonds are revenue bonds, which are dependent upon a single revenue stream for payment, but they are for critical services such as water and sewer. In many cases, municipal debt issues are insured or, in the case of school districts of selected states, backed by specific loss reserves. At December 31, 2014, the fair value of the municipal bond portfolio was concentrated in the states of Pennsylvania at 41 percent and Texas at 17 percent.
                         
    Amortized
Cost 		   
Gross Unrealized
   
Fair
 
(dollars in thousands)
     
Gains
   
Losses
   
Value
 
                         
 December 31, 2014
                       
  Debt securities:
                       
U.S. agency
  $ 17,811     $ 193     $ (97 )   $ 17,907  
U.S. agency mortgage-backed, residential
    122,443       2,373       (1 )     124,815  
State and municipal
    68,879       1,610       (37 )     70,452  
Total debt securities
  $ 209,133     $ 4,176     $ (135 )   $ 213,174  
                                 
 December 31, 2013
                               
  Debt securities:
                               
U.S. agency
  $ 33,265     $ 695     $ (461 )   $ 33,499  
U.S. agency mortgage-backed, residential
    105,181       1,563       (825 )     105,919  
State and municipal
    87,004       2,411       (92 )     89,323  
Total debt securities
  $ 225,450     $ 4,669     $ (1,378 )   $ 228,741  

The amortized cost and estimated fair value of debt securities at December 31, 2014 by contractual maturity are shown below.  Actual maturities may differ from contractual maturities if call options on selected debt issues are exercised in the future.  Mortgage-backed securities are included in the maturity categories based on average expected life.
             
   
Available-for-sale
 
   
Amortized
   
Fair
 
(dollars in thousands)
 
Cost
   
Value
 
Due in one year or less
  $ 14,644     $ 14,812  
Due after one year through five years
    143,343       146,297  
Due after five years through ten years
    47,328       48,074  
Due after ten years
    3,818       3,991  
Total debt securities
  $ 209,133     $ 213,174  

Gross realized gains and losses on sales of securities, available-for-sale is shown below.  Realized gains and losses are computed on the basis of specific identification of the adjusted cost of each security and are shown net as a separate line item in the income statement.
                   
   
Years ended December 31,
 
(dollars in thousands)
 
2014
   
2013
   
2012
 
Realized gains
  $ 518     $ 127     $ 428  
Realized losses
    0       (44 )     (1 )
Net gains
  $ 518     $ 83     $ 427  
 
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Securities, issued by agencies of the federal government, with a carrying value of $174,834,000 and $142,914,000 on December 31, 2014 and December 31, 2013, respectively, were pledged to secure public and trust deposits, repurchase agreements and other short-term borrowings.

The table below shows gross unrealized losses and fair value, aggregated by investment category and length of time, for securities that have been in a continuous unrealized loss position, at December 31, 2014 and 2013.
                                     
   
Less than 12 months
   
12 months or more
   
Total
 
   
Fair
   
Unrealized
   
Fair
   
Unrealized
   
Fair
   
Unrealized
 
(dollars in thousands)
 
Value
   
Losses
   
Value
   
Losses
   
Value
   
Losses
 
 December 31, 2014
                                   
Debt securities:
                                   
U.S. agency
  $ 5,999     $ (27 )   $ 5,019     $ (70 )   $ 11,018     $ (97 )
U.S. agency mortgage-backed, residential
    2,054       (1 )     0       0       2,054       (1 )
State and municipal
    6,379       (18 )     1,686       (19 )     8,065       (37 )
Total temporarily impaired debt securities, available-for-sale
  $ 14,432     $ (46 )   $ 6,705     $ (89 )   $ 21,137     $ (135 )
                                                 
 December 31, 2013
                                               
  Debt securities:
                                               
U.S. agency
  $ 15,351     $ (461 )   $ 0     $ 0     $ 15,351     $ (461 )
U.S. agency mortgage-backed, residential
    56,787       (825 )     0       0       56,787       (825 )
State and municipal
    9,897       (78 )     797       (14 )     10,694       (92 )
Total temporarily impaired debt securities, available-for-sale
  $ 82,035     $ (1,364 )   $ 797     $ (14 )   $ 82,832     $ (1,378 )

The unrealized losses of $46,000 at December 31, 2014 within the less than 12 months category were attributable to two U.S. agency securities, one U.S. agency mortgage-backed security, and sixteen state and municipal securities.  The unrealized losses of $89,000 within the 12 months or more category were attributable to two U.S. agency securities and four state and municipal securities.  All of the securities with unrealized losses have been evaluated and determined to be investment grade.

Securities available-for-sale are analyzed quarterly for possible other-than-temporary impairment. The analysis considers, among other factors: 1) whether the Corporation has the intent to sell its securities prior to market recovery or maturity; 2) whether it is more likely than not that the Corporation will be required to sell its securities prior to market recovery or maturity; 3) default rates/history by security type; 4) third-party securities ratings; 5) third-party guarantees; 6) subordination; 7) payment delinquencies; 8) nature of the issuer; and 9) current financial news.

The Corporation believes that unrealized losses at December 31, 2014 were primarily the result of changes in market interest rates and that it has the ability to hold these investments for a time necessary to recover the amortized cost.  Through December 31, 2014, the Corporation has collected all interest and principal on its investment securities as scheduled.  The Corporation believes that collection of the contractual principal and interest is probable and, therefore, all impairment is considered to be temporary.
 
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NOTE 4-Loans

Loan Portfolio Composition

The table below provides the composition of the loan portfolio at December 31, 2014 and 2013.  The portfolio is comprised of two segments, commercial and consumer loans.  The commercial loan segment is disaggregated by industry class which allows the Corporation to monitor risk and performance. Those industries representing the largest dollar investment and most risk are listed separately.  The other commercial loans category is comprised of various industries. The consumer related segment is comprised of residential mortgages, home equity and other consumer loans. The Corporation has not engaged in sub-prime residential mortgage originations.
                         
   
December 31,
   
% Total
   
December 31,
   
% Total
 
(dollars in thousands)
 
2014
   
Loans
   
2013
   
Loans
 
Builder & developer
  $ 114,695       12.5     $ 106,436       12.4  
Commercial real estate investor
    144,206       15.7       141,372       16.5  
Residential real estate investor
    97,562       10.6       78,400       9.1  
Hotel/Motel
    79,412       8.6       70,324       8.2  
Wholesale & retail
    75,063       8.2       75,445       8.8  
Manufacturing
    34,162       3.7       36,872       4.3  
Agriculture
    42,136       4.6       38,041       4.4  
Other
    186,086       20.2       167,325       19.4  
Total commercial related loans
    773,322       84.1       714,215       83.1  
Residential mortgages
    32,453       3.5       25,695       3.0  
Home equity
    82,256       8.9       80,859       9.4  
Other
    32,059       3.5       38,615       4.5  
Total consumer related loans
    146,768       15.9       145,169       16.9  
Total loans
  $ 920,090       100.0     $ 859,384       100.0  

Concentrations of Credit Risk

Concentrations of credit risk arise when a number of customers are engaged in similar business activities in the same geographic region or have similar economic features that could cause their ability to meet contractual obligations to be similarly affected by changes in economic conditions.  Most of the Corporation’s business is with customers in York County, Pennsylvania and northern-central Maryland, specifically Baltimore, Harford and Carroll counties.  Although this focus may pose a concentration risk geographically, the Corporation believes that the diverse local economy and our detailed knowledge of the customer base lessens this risk.  At December 31, 2014, the Corporation had three industry concentrations that exceeded 10 percent of the total loan portfolio: commercial real estate investor, which was 15.7 percent of the portfolio; builder & developer, which was 12.5 percent of the portfolio; and residential real estate investor, which was 10.6 percent of the portfolio.  At December 31, 2013, the Corporation had two industry concentrations that exceeded 10 percent of the total loan portfolio: commercial real estate investor, which was 16.5 percent of the portfolio, and builder & developer, which was 12.4 percent of the portfolio.  Loans to borrowers within these industries are usually collateralized by real estate.
 
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The principal balance of outstanding loans to directors, executive officers, principal shareholders and any associates of such persons was $132,000 at December 31, 2014 and $178,000 at December 31, 2013.  During 2014, total additions were $110,000 and total repayments and reductions were $156,000.  Related party loans are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated persons and do not involve more than normal risk of collection.  As of year-end 2014, all loans to this group were current and performing in accordance with contractual terms.

Loan Risk Ratings

The Corporation’s internal risk rating system follows regulatory guidance as to risk classifications and definitions.   Every approved loan is assigned a risk rating.  Generally, risk ratings for commercial related loans and residential mortgages held for investment are determined by a formal evaluation of risk factors performed by the Corporation’s underwriting staff.   For consumer loans, and commercial loans up to $750,000, the Corporation uses third-party credit scoring software models for risk rating purposes.  The loan portfolio is monitored on a continuous basis by loan officers, loan review personnel and senior management.  Adjustments of loan risk ratings are generally performed by the Special Asset Committee, which includes senior management.  The Committee, which meets monthly, makes changes, as appropriate, to risk ratings when it becomes aware of credit events such as payment delinquency, cessation of a business or project, bankruptcy or death of the borrower, or changes in collateral value.

The Corporation uses ten risk ratings to grade loans.  The first seven ratings, representing the lowest risk, are combined and given a “pass” rating.  A pass rating is a satisfactory credit rating, which applies to a loan that is expected to perform in accordance with the loan agreement and has a low probability of loss.  A loan rated “special mention” has a potential weakness which may, if not corrected, weaken the loan or inadequately protect the Corporation’s position at some future date.  A loan rated “substandard” is inadequately protected by the current net worth or paying capacity of the borrower, or of the collateral pledged.  A “substandard” loan has a well-defined weakness or weaknesses that could jeopardize liquidation of the loan, which exposes the Corporation to loss if the deficiencies are not corrected.  When circumstances indicate that collection of the loan is doubtful, the loan is risk-rated “nonaccrual,” the accrual of interest income is discontinued, and any unpaid interest previously credited to income is reversed.  The table below, which presents a summary of loan risk ratings by loan class at December 31, 2014 and 2013, does not include the regulatory classification of “doubtful,” nor does it include the regulatory classification of “loss”, because the Corporation promptly charges off loan losses.
 
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The table below presents a summary of loan risk ratings by loan class at December 31, 2014 and 2013.
                               
         
Special
                   
(dollars in thousands)
 
Pass
   
Mention
   
Substandard
   
Nonaccrual
   
Total
 
December 31, 2014
                             
Builder & developer
  $ 102,109     $ 6,613     $ 3,861     $ 2,112     $ 114,695  
Commercial real estate investor
    133,923       3,733       3,377       3,173       144,206  
Residential real estate investor
    91,765       4,059       266       1,472       97,562  
Hotel/Motel
    78,892       0       0       520       79,412  
Wholesale & retail
    66,415       8,526       0       122       75,063  
Manufacturing
    29,528       3,979       655       0       34,162  
Agriculture
    39,025       2,679       432       0       42,136  
Other
    183,556       1,083       840       607       186,086  
Total commercial related loans
    725,213       30,672       9,431       8,006       773,322  
Residential mortgage
    32,307       0       28       118       32,453  
Home equity
    81,581       566       0       109       82,256  
Other
    31,586       80       0       393       32,059  
Total consumer related loans
    145,474       646       28       620       146,768  
Total loans
  $ 870,687     $ 31,318     $ 9,459     $ 8,626     $ 920,090  
                                         
December 31, 2013
                                       
Builder & developer
  $ 91,106     $ 4,879     $ 4,786     $ 5,665     $ 106,436  
Commercial real estate investor
    129,763       3,749       3,426       4,434       141,372  
Residential real estate investor
    74,626       1,790       187       1,797       78,400  
Hotel/Motel
    70,324       0       0       0       70,324  
Wholesale & retail
    73,425       892       0       1,128       75,445  
Manufacturing
    34,986       1,215       671       0       36,872  
Agriculture
    34,961       2,629       451       0       38,041  
Other
    164,621       880       482       1,342       167,325  
Total commercial related loans
    673,812       16,034       10,003       14,366       714,215  
Residential mortgage
    25,541       4       30       120       25,695  
Home equity
    80,271       357       11       220       80,859  
Other
    37,814       207       0       594       38,615  
Total consumer related loans
    143,626       568       41       934       145,169  
Total loans
  $ 817,438     $ 16,602     $ 10,044     $ 15,300     $ 859,384  
 
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Impaired Loans

The table below presents a summary of impaired loans at December 31, 2014 and 2013. Generally, impaired loans are loans risk rated substandard and nonaccrual.  An allowance is established for those individual loans that are commercial related where the Corporation has doubt as to full recovery of the outstanding principal balance.   The recorded investment represents outstanding unpaid principal loan balances adjusted for charge-offs.
                                     
   
December 31, 2014
   
December 31, 2013
 
         
Unpaid
               
Unpaid
       
   
Recorded
   
Principal
   
Related
   
Recorded
   
Principal
   
Related
 
(dollars in thousands)
 
Investment
   
Balance
   
Allowance
   
Investment
   
Balance
   
Allowance
 
Impaired loans with no related allowance:
                                   
Builder & developer
  $ 3,928     $ 3,928       -     $ 3,861     $ 3,861       -  
Commercial real estate investor
    5,055       5,055       -       7,860       7,860       -  
Residential real estate investor
    785       785       -       354       579       -  
Hotel/Motel
    520       520       -       0       0       -  
Wholesale & retail
    394       394       -       1,403       1,403       -  
Manufacturing
    655       655       -       671       671       -  
Agriculture
    0       0       -       0       0       -  
Other commercial
    973       973       -       1,498       1,498       -  
Residential mortgage
    146       172       -       150       176       -  
Home equity
    109       109       -       231       256       -  
Other consumer
    393       393       -       594       609       -  
Total impaired loans with no related allowance
  $ 12,958     $ 12,984       -     $ 16,622     $ 16,913       -  
Impaired loans with a related allowance:
                                               
Builder & developer
  $ 2,045     $ 2,045     $ 953     $ 7,733     $ 7,733     $ 850  
Commercial real estate investor
    1,495       1,495       600       0       0       0  
Residential real estate investor
    953       953       559       1,630       1,630       650  
Hotel/Motel
    0       0       0       0       0       0  
Wholesale & retail
    0       0       0       0       0       0  
Manufacturing
    0       0       0       0       0       0  
Agriculture
    432       432       100       451       451       100  
Other commercial
    474       474       300       326       326       120  
Residential mortgage
    0       0       0       0       0       0  
Home equity
    0       0       0       0       0       0  
Other consumer
    0       0       0       0       0       0  
Total impaired loans with a related allowance
  $ 5,399     $ 5,399     $ 2,512     $ 10,140     $ 10,140     $ 1,720  
Total impaired loans:
                                               
Builder & developer
  $ 5,973     $ 5,973     $ 953     $ 11,594     $ 11,594     $ 850  
Commercial real estate investor
    6,550       6,550       600       7,860       7,860       0  
Residential real estate investor
    1,738       1,738       559       1,984       2,209       650  
Hotel/Motel
    520       520       0       0       0       0  
Wholesale & retail
    394       394       0       1,403       1,403       0  
Manufacturing
    655       655       0       671       671       0  
Agriculture
    432       432       100       451       451       100  
Other commercial
    1,447       1,447       300       1,824       1,824       120  
Residential mortgage
    146       172       0       150       176       0  
Home equity
    109       109       0       231       256       0  
Other consumer
    393       393       0       594       609       0  
Total impaired loans
  $ 18,357     $ 18,383     $ 2,512     $ 26,762     $ 27,053     $ 1,720  

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The table below presents a summary of average impaired loans and related interest income that was included in net income for the years ended December 31, 2014, 2013 and 2012.  Generally impaired loans are loans risk rated substandard and nonaccrual or classified as troubled debt restructurings. An allowance is established for individual commercial related loans where the Corporation has doubt as to full recovery of the outstanding principal balance.  Typically, impaired consumer related loans are partially or fully charged-off obviating the need for a specific allowance. The recorded investment represents outstanding unpaid principal loan balances adjusted for charge-offs.
                                                       
   
December 31, 2014
   
For the years ended
December 31, 2013
   
December 31, 2012
 
   
Average
   
Total
   
Cash
Basis
   
Average
   
Total
   
Cash
Basis
   
Average
   
Total
   
Cash
Basis
 
   
Recorded
   
Interest
   
Interest
   
Recorded
   
Interest
   
Interest
   
Recorded
   
Interest
   
Interest
 
(dollars in thousands)
 
Investment
   
Income
   
Income
   
Investment
   
Income
   
Income
   
Investment
   
Income
   
Income
 
Impaired loans with no related allowance:
                                                     
Builder & developer
  $ 4,154     $ 290     $ 20     $ 8,703     $ 215     $ 8     $ 8,849     $ 570     $ 65  
Commercial real estate investor
    6,794       213       102       6,334       301       162       4,910       281       108  
Residential real estate investor
    527       35       26       238       7       5       307       5       4  
Hotel/Motel
    463       19       0       0       0       0       0       0       0  
Wholesale & retail
    764       90       78       2,229       65       66       2,711       28       4  
Manufacturing
    665       42       0       683       44       0       707       42       0  
Agriculture
    0       0       0       0       0       0       0       0       0  
Other commercial
    1,156       148       128       1,570       19       4       4,020       177       138  
Residential mortgage
    147       4       3       124       6       5       133       6       4  
Home equity
    208       4       3       327       8       1       274       8       1  
Other consumer
    482       32       32       621       23       23       435       22       10  
Total impaired loans with no related allowance
  $ 15,360     $ 877     $ 392     $ 20,829     $ 688     $ 274     $ 22,346     $ 1,139     $ 334  
Impaired loans with a related allowance:
                                                                       
Builder & developer
  $ 3,958     $ 18     $ 0     $ 1,624     $ 294     $ 0     $ 260     $ 6     $ 4  
Commercial real estate investor
    299       87       0       0       0       0       45       0       0  
Residential real estate investor
    1,409       7       0       2,284       18       0       1,483       64       0  
Hotel/Motel
    0       0       0       0       0       0       0       0       0  
Wholesale & retail
    0       0       0       0       0       0       105       0       0  
Manufacturing
    0       0       0       0       0       0       0       0       0  
Agriculture
    442       31       0       462       33       0       481       34       0  
Other commercial
    390       22       0       694       0       0       935       2       0  
Residential mortgage
    0       0       0       0       0       0       0       0       0  
Home equity
    0       0       0       0       0       0       0       0       0  
Other consumer
    0       0       0       0       0       0       0       0       0  
Total impaired loans with a related allowance
  $ 6,498     $ 165     $ 0     $ 5,064     $ 345     $ 0     $ 3,309     $ 106     $ 4  
Total impaired loans:
                                                                       
Builder & developer
  $ 8,112     $ 308     $ 20     $ 10,327     $ 509     $ 8     $ 9,109     $ 576     $ 69  
Commercial real estate investor
    7,093       300       102       6,334       301       162       4,955       281       108  
Residential real estate investor
    1,936       42       26       2,522       25       5       1,790       69       4  
Hotel/Motel
    463       19       0       0       0       0       0       0       0  
Wholesale & retail
    764       90       78       2,229       65       66       2,816       28       4  
Manufacturing
    665       42       0       683       44       0       707       42       0  
Agriculture
    442       31       0       462       33       0       481       34       0  
Other commercial
    1,546       170       128       2,264       19       4       4,955       179       138  
Residential mortgage
    147       4       3       124       6       5       133       6       4  
Home equity
    208       4       3       327       8       1       274       8       1  
Other consumer
    482       32       32       621       23       23       435       22       10  
Total impaired loans
  $ 21,858     $ 1,042     $ 392     $ 25,893     $ 1,033     $ 274     $ 25,655     $ 1,245     $ 338  

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Past Due and Nonaccrual

The performance and credit quality of the loan portfolio is also monitored by using an aging schedule which shows the length of time a payment is past due.  The table below presents a summary of past due loans, current loans and nonaccrual loans by loan segment and class at December 31, 2014 and 2013.
                                           
               
≥ 90 Days
                         
    30-59     60-89    
Past Due
         
Total Past
             
   
Days
   
Days
   
and
         
Due and
         
Total
 
(dollars in thousands)
 
Past Due
   
Past Due
   
Accruing
   
Nonaccrual
   
Nonaccrual
   
Current
   
Loans
 
December 31, 2014
                                             
Builder & developer
  $ 106     $ 0     $ 0     $ 2,112     $ 2,218     $ 112,477     $ 114,695  
Commercial real estate investor
    0       0       0       3,173       3,173       141,033       144,206  
Residential real estate investor
    51       55       25       1,472       1,603       95,959       97,562  
Hotel/Motel
    0       0       0       520       520       78,892       79,412  
Wholesale & retail
    163       0       0       122       285       74,778       75,063  
Manufacturing
    0       0       0       0       0       34,162       34,162  
Agriculture
    432       0       0       0       432       41,704       42,136  
Other
    1,200       129       0       607       1,936       184,150       186,086  
Total commercial related loans
    1,952       184       25       8,006       10,167       763,155       773,322  
Residential mortgage
    0       0       29       118       147       32,306       32,453  
Home equity
    2,450       0       0       109       2,559       79,697       82,256  
Other
    94       80       0       393       567       31,492       32,059  
Total consumer related loans
    2,544       80       29       620       3,273       143,495       146,768  
Total loans
  $ 4,496     $ 264     $ 54     $ 8,626     $ 13,440     $ 906,650     $ 920,090  
                                                         
December 31, 2013
                                                       
Builder & developer
  $ 220     $ 0     $ 0     $ 5,665     $ 5,885     $ 100,551     $ 106,436  
Commercial real estate investor
    0       0       0       4,434       4,434       136,938       141,372  
Residential real estate investor
    0       265       0       1,797       2,062       76,338       78,400  
Hotel/Motel
    0       0       0       0       0       70,324       70,324  
Wholesale & retail
    0       0       0       1,128       1,128       74,317       75,445  
Manufacturing
    0       0       0       0       0       36,872       36,872  
Agriculture
    0       0       0       0       0       38,041       38,041  
Other
    109       0       0       1,342       1,451       165,874       167,325  
Total commercial related loans
    329       265       0       14,366       14,960       699,255       714,215  
Residential mortgage
    0       0       0       120       120       25,575       25,695  
Home equity
    171       0       0       220       391       80,468       80,859  
Other
    118       161       0       594       873       37,742       38,615  
Total consumer related loans
    289       161       0       934       1,384       143,785       145,169  
Total loans
  $ 618     $ 426     $ 0     $ 15,300     $ 16,344     $ 843,040     $ 859,384  

74
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Troubled Debt Restructurings

Loans classified as troubled debt restructurings (TDRs) are designated impaired and arise when the Corporation grants borrowers experiencing financial difficulties concessions that it would not otherwise consider.  Concessions granted with respect to these loans involve an extension of the maturity date or a below market interest rate relative to new debt with similar credit risk. Generally, these loans are secured by real estate.  If repayment of the loan is determined to be collateral dependent, the loan is evaluated for impairment loss based on the fair value of the collateral.  For loans that are not collateral dependent, the present value of expected future cash flows, discounted at the loan’s original effective interest rate, is used to determine any impairment loss.  A nonaccrual TDR represents a nonaccrual loan, as previously defined, which includes an economic concession. Nonaccrual TDRs are restored to accrual status if principal and interest payments, under the modified terms, are current for six consecutive payments after the modification and future principal and interest payments are reasonably assured. In contrast, an accruing TDR represents a loan that, at the time of the modification, has a demonstrated history of payments and with respect to which management believes that future loan payments are reasonably assured under the modified terms.

The table below shows loans whose terms have been modified under TDRs during the years ended December 31, 2014 and 2013.  There was no impairment loss recognized on any of these TDRs. One commercial loan with a recorded investment of $188,000 as of December 31, 2014, was modified under a TDR during 2013.  The loan defaulted, was modified again in 2014, and subsequently defaulted under the terms of the new modification agreement.
                         
   
Modifications
 
       
Pre-Modification
 
Post-Modification
     
   
Number
 
Outstanding
 
Outstanding
 
Recorded
 
   
of
 
Recorded
 
Recorded
 
Investment
 
(dollars in thousands)
 
Contracts
 
Investment
 
Investment
 
at Period End
 
Years ended:
                       
                         
 December 31, 2014
                       
Commercial related loans accruing
    1     $ 192     $ 192     $ 188  
Consumer related loans nonaccrual
    1     $ 150     $ 120     $ 120  
                                 
 December 31, 2013
                               
Commercial related loans accruing
    1     $ 208     $ 208     $ 199  
Commercial related loans nonaccrual
    2     $ 2,482     $ 2,482     $ 2,069  
 
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NOTE 5-Allowance for Loan Losses

The table below shows the activity in and the composition of the allowance for loan losses by loan segment and class detail as of and for the years ended December 31, 2014, 2013 and 2012.
                                                     
       
Commercial
 
Residential
                               
Total
 
 
Builder &
 
real estate
 
real estate
 
Hotel/
 
Wholesale &
                     
commercial
 
(dollars in thousands)
developer
 
investor
 
investor
 
Motel
 
retail
 
Manufacturing
   
Agriculture
   
Other
   
related
 
Allowance for loan losses:
                                                     
                                                       
Balance, January 1, 2014
  $ 2,073     $ 1,500     $ 1,482     $ 595     $ 637     $ 217     $ 307     $ 1,393     $ 8,204  
Charge-offs
    0       (200 )     (91 )     0       (35 )     0       0       0       (326 )
Recoveries
    3       0       215       0       30       0       0       0       248  
Provisions
    160       904       (122 )     76       59       (16 )     22       161       1,244  
Balance, December 31, 2014
  $ 2,236     $ 2,204     $ 1,484     $ 671     $ 691     $ 201     $ 329     $ 1,554     $ 9,370  
                                                                         
Balance, January 1, 2013
  $ 1,571     $ 1,259     $ 1,195     $ 485     $ 1,913     $ 237     $ 202     $ 1,170     $ 8,032  
Charge-offs
    (62 )     0       (310 )     0       (210 )     0       0       (9 )     (591 )
Recoveries
    0       0       0       0       85       0       0       17       102  
Provisions
    564       241       597       110       (1,151 )     (20 )     105       215       661  
Balance, December 31, 2013
  $ 2,073     $ 1,500     $ 1,482     $ 595     $ 637     $ 217     $ 307     $ 1,393     $ 8,204  
                                                                         
Balance, January 1, 2012
  $ 2,170     $ 2,003     $ 505     $ 394     $ 1,806     $ 151     $ 184     $ 907     $ 8,120  
Charge-offs
    (217 )     (67 )     (15 )     0       0       0       0       (310 )     (609 )
Recoveries
    0       0       0       0       16       0       0       1       17  
Provisions
    (382 )     (677 )     705       91       91       86       18       572       504  
Balance, December 31, 2012
  $ 1,571     $ 1,259     $ 1,195     $ 485     $ 1,913     $ 237     $ 202     $ 1,170     $ 8,032  
                                                           
(dollars in thousands)
 
Residential
mortgage
   
Home
equity
   
Other
   
Total
consumer
related
   
Unallocated
   
Total
                         
Allowance for loan losses:
                                                                       
                                                                         
Balance, January 1, 2014
  $ 65     $ 237     $ 269     $ 571     $ 1,200     $ 9,975                          
Charge-offs
    (30 )     (116 )     (280 )     (426 )     0       (752 )                        
Recoveries
    4       40       47       91       0       339                          
Provisions
    25       15       180       220       136       1,600                          
Balance, December 31, 2014
  $ 64     $ 176     $ 216     $ 456     $ 1,336     $ 11,162                          
                                                                         
Balance, January 1, 2013
  $ 124     $ 237     $ 238     $ 599     $ 671     $ 9,302                          
Charge-offs
    (27 )     (116 )     (264 )     (407 )     0       (998 )                        
Recoveries
    2       9       88       99       0       201                          
Provisions
    (34 )     107       207       280       529       1,470                          
Balance, December 31, 2013
  $ 65     $ 237     $ 269     $ 571     $ 1,200     $ 9,975                          
                                                                         
Balance, January 1, 2012
  $ 88     $ 86     $ 171     $ 345     $ 237     $ 8,702                          
Charge-offs
    (115 )     (189 )     (312 )     (616 )     0       (1,225 )                        
Recoveries
    41       2       15       58       0       75                          
Provisions
    110       338       364       812       434       1,750                          
Balance, December 31, 2012
  $ 124     $ 237     $ 238     $ 599     $ 671     $ 9,302                          
 
76

 

 
The table below shows the allowance amount required for loans individually evaluated for impairment and the amount required for loans collectively evaluated for impairment at December 31, 2014, 2013 and 2012 along with the related loan balances for those years.
                                                       
         
Commercial
   
Residential
                                 
Total
 
   
Builder &
   
real estate
   
real estate
   
Hotel/
   
Wholesale &
                     
commercial
 
(dollars in thousands)
 
developer
   
investor
   
investor
   
Motel
   
retail
   
Manufacturing
   
Agriculture
   
Other
   
related
 
Allowance for loan losses:
                                                     
                                                       
Individually evaluated for impairment
  $ 953     $ 600     $ 559     $ 0     $ 0     $ 0     $ 100     $ 300     $ 2,512  
Collectively evaluated for impairment
    1,283       1,604       925       671       691       201       229       1,254       6,858  
Balance, December 31, 2014
  $ 2,236     $ 2,204     $ 1,484     $ 671     $ 691     $ 201     $ 329     $ 1,554     $ 9,370  
                                                                         
Individually evaluated for impairment
  $ 850     $ 0     $ 650     $ 0     $ 0     $ 0     $ 100     $ 120     $ 1,720  
Collectively evaluated for impairment
    1,223       1,500       832       595       637       217       207       1,273       6,484  
Balance, December 31, 2013
  $ 2,073     $ 1,500     $ 1,482     $ 595     $ 637     $ 217     $ 307     $ 1,393     $ 8,204  
                                                                         
Individually evaluated for impairment
  $ 147     $ 0     $ 700     $ 0     $ 0     $ 0     $ 100     $ 215     $ 1,162  
Collectively evaluated for impairment
    1,424       1,259       495       485       1,913       237       102       955       6,870  
Balance, December 31, 2012
  $ 1,571     $ 1,259     $ 1,195     $ 485     $ 1,913     $ 237     $ 202     $ 1,170     $ 8,032  
                                                                         
Loans:
                                                                       
                                                                         
Individually evaluated for impairment
  $ 5,973     $ 6,550     $ 1,738     $ 520     $ 394     $ 655     $ 432     $ 1,447     $ 17,709  
Collectively evaluated for impairment
    108,722       137,656       95,824       78,892       74,669       33,507       41,704       184,639       755,613  
Balance, December 31, 2014
  $ 114,695     $ 144,206     $ 97,562     $ 79,412     $ 75,063     $ 34,162     $ 42,136     $ 186,086     $ 773,322  
                                                                         
Individually evaluated for impairment
  $ 11,594     $ 7,860     $ 1,984     $ 0     $ 1,403     $ 671     $ 451     $ 1,824     $ 25,787  
Collectively evaluated for impairment
    94,842       133,512       76,416       70,324       74,042       36,201       37,590       165,501       688,428  
Balance, December 31, 2013
  $ 106,436     $ 141,372     $ 78,400     $ 70,324     $ 75,445     $ 36,872     $ 38,041     $ 167,325     $ 714,215  
                                                                         
Individually evaluated for impairment
  $ 12,467     $ 5,736     $ 2,731     $ 0     $ 3,048     $ 699     $ 471     $ 2,455     $ 27,607  
Collectively evaluated for impairment
    84,469       116,978       63,688       64,948       67,395       39,559       20,457       122,379       579,873  
Balance, December 31, 2012
  $ 96,936     $ 122,714     $ 66,419     $ 64,948     $ 70,443     $ 40,258     $ 20,928     $ 124,834     $ 607,480  

                     
Total
             
   
Residential
   
Home
         
consumer
             
(dollars in thousands)
 
mortgage
   
equity
   
Other
   
related
   
Unallocated
   
Total
 
Allowance for loan losses:
                                   
                                     
Individually evaluated for impairment
  $ 0     $ 0     $ 0     $ 0     $ 0     $ 2,512  
Collectively evaluated for impairment
    64       176       216       456       1,336       8,650  
Balance, December 31, 2014
  $ 64     $ 176     $ 216     $ 456     $ 1,336     $ 11,162  
                                                 
Individually evaluated for impairment
  $ 0     $ 0     $ 0     $ 0     $ 0     $ 1,720  
Collectively evaluated for impairment
    65       237       269       571       1,200       8,255  
Balance, December 31, 2013
  $ 65     $ 237     $ 269     $ 571     $ 1,200     $ 9,975  
                                                 
Individually evaluated for impairment
  $ 0     $ 0     $ 0     $ 0     $ 0     $ 1,162  
Collectively evaluated for impairment
    124       237       238       599       671       8,140  
Balance, December 31, 2012
  $ 124     $ 237     $ 238     $ 599     $ 671     $ 9,302  
                                                 
Loans:
                                               
                                                 
Individually evaluated for impairment
  $ 146     $ 109     $ 393     $ 648      $       $ 18,357  
Collectively evaluated for impairment
    32,307       82,147       31,666       146,120               901,733  
Balance, December 31, 2014
  $ 32,453     $ 82,256     $ 32,059     $ 146,768     $       $ 920,090  
                                                 
Individually evaluated for impairment
  $ 150     $ 231     $ 594     $ 975     $       $ 26,762  
Collectively evaluated for impairment
    25,545       80,628       38,021       144,194               832,622  
Balance, December 31, 2013
  $ 25,695     $ 80,859     $ 38,615     $ 145,169     $       $ 859,384  
                                                 
Individually evaluated for impairment
  $ 85     $ 340     $ 642     $ 1,067     $       $ 28,674  
Collectively evaluated for impairment
    23,426       65,518       39,643       128,587               708,460  
Balance, December 31, 2012
  $ 23,511     $ 65,858     $ 40,285     $ 129,654     $       $ 737,134  
 
77

 


NOTE 6-Premises and Equipment

The following table presents a summary of premises and equipment as of December 31, 2014 and 2013.
             
(dollars in thousands)
 
2014
   
2013
 
Land
  $ 3,477     $ 3,445  
Buildings and improvements
    18,544       14,448  
Capitalized leased premises
    672       672  
Equipment
    15,539       14,151  
      38,232       32,716  
Less-accumulated depreciation/amortization
    (19,761 )     (18,117 )
  Premises and equipment, net
  $ 18,471     $ 14,599  

PeoplesBank leases certain banking branches under capital and noncancellable operating leases.  The terms include various renewal options and provide for rental increases based upon predetermined factors.  Total lease expenses under operating leases amounted to $367,000 in 2014, $360,000 in 2013 and $423,000 in 2012.

At December 31, 2014, future minimum lease payments for these leases and a capital lease are payable as follows:
             
   
Capital
   
Operating
 
(dollars in thousands)
 
Lease
   
Leases
 
 2015
  $ 102     $ 716  
 2016
    0       670  
 2017
    0       635  
 2018
    0       604  
 2019
    0       420  
Thereafter
    0       614  
Total future minimum lease payments
    102     $ 3,659  
Less interest
    (6 )        
Present value of minimum lease payments
  $ 96          
 
NOTE 7-Deposits

The composition of deposits as of December 31, 2014 and 2013 is shown below.
             
 
December 31,
 
(dollars in thousands)
2014
 
2013
 
Noninterest bearing demand
  $ 121,673     $ 107,921  
NOW
    90,158       83,949  
Money market
    313,932       292,870  
Savings
    43,098       39,522  
Time deposits less than $100,000
    222,237       230,641  
Time deposits $100,000 or more
    163,875       170,400  
Total deposits
  $ 954,973     $ 925,303  
 
78

 

 
The following table presents scheduled maturities of time deposits by year as of December 31, 2014.
       
(dollars in thousands)
 
2014
 
 2015
  $ 182,901  
 2016
    69,830  
 2017
    84,823  
 2018
    23,538  
 2019
    24,249  
Thereafter
    771  
Total time deposits
  $ 386,112  
 
NOTE 8-Short-term Borrowings and Long-term Debt

The schedule below provides a summary of short-term borrowings that consist of securities sold under agreements to repurchase, federal funds purchased and other borrowings.  Securities sold under agreements to repurchase are overnight borrowings between PeoplesBank and its commercial depositors and are subject to daily repricing.  Federal Funds purchased from correspondent banks mature in one business day and reprice daily based on the Federal Funds rate.  As of December 31, 2014, PeoplesBank’s total availability under Federal Funds lines was $8 million.  Other short-term borrowings consist of credit available through the Federal Home Loan Bank of Pittsburgh (FHLBP) and the Federal Reserve Discount Window.  PeoplesBank maintains a line-of credit (Open Repo Plus) with the FHLBP which is a revolving term commitment used on an overnight basis.  The term of this commitment may not exceed 364 days and it reprices daily at market rates.  Under terms of a blanket collateral agreement with the FHLBP, the line-of-credit and long term advances are secured by FHLBP stock and qualifying loan receivables, principally real estate secured loans.  As of December 31, 2014, PeoplesBank’s total availability was $297 million with the FHLBP and collateralized availability of $12 million with the Federal Reserve Discount Window.

The Corporation maintains a $3 million line of credit with ACNB Bank to provide a source of liquidity.  The line, renewable annually, is secured by a first lien on the Codorus Valley Corporate Center.  The interest rate on the ACNB Bank line is Wall Street Journal Prime.  No draws have been made on the line and on December 31, 2014 and 2013, the balance was zero.

The following table presents a summary of aggregate short-term borrowings as of and for the years ended December 31, 2014, 2013 and 2012.
                                                 
   
2014
   
2013
   
2012
 
(dollars in thousands)
 
Repurchase
agreements
   
Other
Short-term
borrowings
   
Repurchase
agreements
   
Other
Short-term
borrowings
   
Repurchase
agreements
   
Other
Short-term
borrowings
 
Amount outstanding at end of year
  $ 42,184     $ 0     $ 24,597     $ 15,766     $ 19,356     $ 0  
Weighted average interest rate at end of year
    0.46 %     0 %     0.54 %     0.25 %     0.56 %     0 %
Maximum amount outstanding at any month-end
  $ 51,218     $ 11,825     $ 25,702     $ 15,766     $ 26,166     $ 0  
Daily average amount outstanding
  $ 32,688     $ 1,056     $ 22,174     $ 542     $ 20,843     $ 0  
Approximate weighted average interest rate for the year
    0.51 %     0.21 %     0.56 %     0.20 %     0.58 %     0 %

Securities that serve as collateral for securities sold under agreements to repurchase and pledged to provide access to the Federal Reserve Bank Discount Window and other short-term borrowing remain in available-for-sale securities.  The fair value of these securities was $55,006,000 and $45,419,000 on December 31, 2014 and 2013, respectively.
 
79

 


The following table presents a summary of long-term debt as of December 31, 2014 and 2013:
 
           
   
December 31,
 
(dollars in thousands)
 
2014
   
2013
 
PeoplesBank’s obligations:
           
FHLBP
           
Due July 2015, 1.90%
  $ 5,000     $ 5,000  
Due July 2016, 2.35%
    5,000       5,000  
Due September 2016, 1.18%
    10,000       10,000  
Due October 2016, 1.06%
    10,000       10,000  
Due October 2016, 1.10%
    10,000       10,000  
Due April 2017, 0.97%
    10,000       0  
Due November 2017, 1.19%
    5,000       0  
Due March 2018, 1.17%
    10,000       10,000  
Due June 2018, 1.87%
    5,000       5,000  
Due November 2018, 1.62%
    5,000       0  
Due June 2019, 2.10%
    5,000       5,000  
Total FHLBP
    80,000       60,000  
Capital lease obligation
    96       183  
Codorus Valley Bancorp, Inc. obligations:
               
Junior subordinated debt
               
Due 2034, 2.26%, floating rate based on 3 month
               
LIBOR plus 2.02%, callable quarterly
    3,093       3,093  
Due 2036, 1.77% floating rate based on 3 month
               
LIBOR plus 1.54%, callable quarterly
    7,217       7,217  
Total long-term debt
  $ 90,406     $ 70,493  
 
PeoplesBank’s long-term debt obligations to FHLBP are fixed rate instruments.

In June 2006, Codorus Valley formed CVB Statutory Trust No. 2, a wholly-owned special purpose subsidiary whose sole purpose was to facilitate a pooled trust preferred debt issuance of $7,217,000. In November 2004, Codorus Valley formed CVB Statutory Trust No. 1 to facilitate a pooled trust preferred debt issuance of $3,093,000.  The Corporation owns all of the common stock of these nonbank subsidiaries, and the debentures are the sole assets of the Trusts.  The accounts of both Trusts are not consolidated for financial reporting purposes in accordance with FASB ASC 810.  For regulatory capital purposes, all of the Corporation’s trust preferred securities qualified as Tier 1 capital for all reported periods.  Trust preferred securities are subject to capital limitations under the FDIC’s risk-based capital guidelines.  The Corporation used the net proceeds from these offerings to fund its operations.

Total long-term debt maturities over the next five years are as follows:  $5,096,000 in 2015, $35,000,000 in 2016, $15,000,000 in 2017, $20,000,000 in 2018 and $5,000,000 in 2019.

NOTE 9-Regulatory Matters

The Corporation is subject to restrictions on the payment of dividends to its shareholders pursuant to the Pennsylvania Business Corporation Law of 1988, as amended (“BCL”).  The BCL prohibits dividend payments if such payment would render the Corporation insolvent or result in negative net worth.  Federal and state banking regulations place certain restrictions on dividends paid and loans or advances made by PeoplesBank to the Corporation.  The amount of total dividends, which may be paid at any date, is generally limited to the retained earnings of PeoplesBank.  Furthermore, dividend payments would be prohibited if the effect thereof would cause PeoplesBank’s capital to be reduced below applicable minimum capital requirements as discussed below. Loans and advances by PeoplesBank to affiliates, including the Corporation, are limited to 10 percent of PeoplesBank’s capital stock and contributed capital on a secured basis.
 
80

 


The Corporation and PeoplesBank are subject to various regulatory capital requirements.  Failure to meet minimum capital requirements can result in certain mandatory and possible additional discretionary actions by regulators that, if imposed, could have a material effect on the Corporation’s financial statements.  Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Corporation and PeoplesBank must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices.  The capital amounts and classification are also subject to qualitative judgments by the regulators.

Quantitative measures established by regulators to ensure capital adequacy require the Corporation and PeoplesBank to maintain minimum ratios, as set forth below, to total and Tier 1 capital as a percentage of risk-weighted assets, and of Tier 1 capital to quarter-to-date average assets (leverage ratio).  In December 2014, PeoplesBank received the most recent notification from the Federal Deposit Insurance Corporation, which categorized PeoplesBank as “well capitalized”, as of September 30, 2014, under the regulatory framework for prompt corrective action.  There are no conditions or events since that notification that management believes would change PeoplesBank’s well capitalized category.  As of December 31, 2013, PeoplesBank was also categorized as “well capitalized”.
                                     
               
Minimum for
 
Well Capitalized
   
Actual
   
Capital Adequacy
 
Minimum*
(dollars in thousands)
 
Amount
   
Ratio
   
Amount
   
Ratio
   
Amount
   
Ratio
 
Codorus Valley Bancorp, Inc. (consolidated )
at December 31, 2014
                                   
Capital ratios:
                                   
Tier 1 risk based
  $ 125,773       13.24 %   $ 37,991       4.00 %     n/a       n/a  
Total risk based
    136,935       14.42       75,982       8.00       n/a       n/a  
Leverage
    125,773       10.32       48,759       4.00       n/a       n/a  
                                                 
at December 31, 2013
                                               
Capital ratios:
                                               
Tier 1 risk based
  $ 115,477       12.79 %   $ 36,118       4.00 %     n/a       n/a  
Total risk based
    125,452       13.89       72,236       8.00       n/a       n/a  
Leverage
    115,477       10.18       45,371       4.00       n/a       n/a  
                                                 
PeoplesBank, A Codorus Valley Company
at December 31, 2014
                                               
Capital ratios:
                                               
Tier 1 risk based
  $ 121,634       12.85 %   $ 37,863       4.00 %   $ 56,795       6.00 %
Total risk based
    132,796       14.03       75,727       8.00       94,658       10.00  
Leverage
    121,634       10.01       48,615       4.00       60,768       5.00  
                                                 
at December 31, 2013
                                               
Capital ratios:
                                               
Tier 1 risk based
  $ 111,713       12.42 %   $ 35,987       4.00 %   $ 53,981       6.00 %
Total risk based
    121,688       13.53       71,975       8.00       89,968       10.00  
Leverage
    111,713       9.88       45,236       4.00       56,545       5.00  
* To be well capitalized under prompt corrective action provisions.
       
 
81

 

 
NOTE 10-Shareholders’ Equity

Private Placement of Common Stock

On March 26, 2014, the Corporation completed a private placement of 650,000 shares of its common stock, par value $2.50 per share, pursuant to the terms of a Securities Purchase Agreement (“Purchase Agreement”) dated March 26, 2014, by and among the Corporation and seven accredited investors.  Pursuant to the terms of the Purchase Agreement, the accredited investors also entered into a Registration Rights Agreement with the Corporation, under which the Corporation agreed to file with the Securities and Exchange Commission (the “SEC”) a registration statement covering the resale of the common stock issued pursuant to the Purchase Agreement. This registration statement was filed with the SEC on April 25, 2014.  The full text and form of both the Purchase Agreement and the Registration Rights Agreement are attached to the Corporation’s related Form 8-K filed on March 27, 2014.

The Corporation raised net proceeds of approximately $12.5 million resulting from the gross amount of the private placement transaction of $13 million, less related issuance costs of approximately $0.5 million.  The Corporation used the net proceeds from the private placement, and additional cash, to redeem $13 million of the $25 million in outstanding shares of the Corporation’s preferred stock held by the United States Department of the Treasury.

Preferred Stock Issued under the US Treasury’s Small Business Lending Fund Program

The U.S. Department of the Treasury (Treasury) has a capital investment in the Corporation pursuant to the Corporation’s participation in the Treasury’s Small Business Lending Funding Program (SBLF Program). In August 2011, the Corporation sold to the Treasury, for an aggregate purchase price of $25 million, 25,000 shares of non-cumulative, perpetual preferred stock, Series B, $1,000 liquidation value, $2.50 par value.  On May 30, 2014, the Corporation redeemed 13,000 of the 25,000 outstanding shares of the Corporation’s preferred stock that had been issued to the Treasury, leaving 12,000 shares representing $12 million of preferred stock outstanding as of December 31, 2014.  The May 30, 2014 preferred stock redemption was funded primarily with the funds the Corporation raised in the March 26, 2014 private placement of its common stock.

The annualized dividend rate on the preferred stock issued under the SBLF Program was 1 percent for the years ended December 31, 2014 and 2013, and 1.54 percent for the year ended December 31, 2012.  Based on the increase in the qualified small business lending portfolio balance over the baseline level at September 30, 2013, the dividend rate will remain at 1 percent through February 18, 2016. Thereafter, under the terms of the Series B preferred stock, the dividend rate will increase to 9% (including a quarterly lending incentive fee of 0.5%). Additional information about Series B preferred stock is disclosed in Note 10—Shareholders’ Equity in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2011.

Common Stock Dividend

Periodically, the Corporation distributes stock dividends on its common stock.  The Corporation distributed 5 percent common stock dividends on December 9, 2014 and December 10, 2013 which resulted in the issuance of 275,900 and 225,937 additional common shares, respectively.
 
82

 

 
NOTE 11- Benefit Plans

Defined Contribution Plan
PeoplesBank maintains a 401(k) savings and investment plan covering substantially all employees.  Under the plan, employees can contribute a percentage of their compensation subject to certain limits based on federal tax law.  In 2014 and 2013, the Bank made 100 percent matching contributions up to the first 4 percent of each employee’s compensation contributed to the plan, and both the employee and employer contributions vest immediately. In 2012, the Bank made matching contributions of 50 percent up to the first 6 percent of an employee’s compensation contributed to the plan.  Employee contributions vested immediately and employer contributions vested 100% after three years of service.  The Bank’s expense for the 401(k) savings and investment plan was $398,000 for 2014, $366,000 for 2013 and $237,000 for 2012.

Supplemental Benefit Plans
PeoplesBank maintains supplemental retirement plans for selected executives.  The expense associated with these plans was approximately $242,000 for 2014, $239,000 for 2013 and $296,000 for 2012.  The accrued liability for the supplemental retirement plans was $3,901,000 at December 31, 2014 and $3,714,000 at December 31, 2013.  Income earned from bank owned life insurance policies was used to finance the cost of supplemental benefit plans, and provide a tax-exempt return to PeoplesBank.

Director’s Post Retirement Split-dollar Life Insurance Benefit
PeoplesBank recorded net expense of $15,000 in 2014, net expense of $7,000 in 2013 and net income of $1,000 in 2012, respectively, on bank owned life insurance policies with a post retirement split-dollar life insurance benefit.  The accrued liability for the post retirement split-dollar benefit was $257,000 at December 31, 2014 and $242,000 at December 31, 2013.

NOTE 12-Stock-Based Compensation

FASB ASC Topic 718 requires that the fair value of equity awards granted to employees be recognized as compensation expense over the period during which an employee is required to provide service in exchange for such awards.

The following table presents information about the Corporation’s stock plans, adjusted for stock dividends distributed, as of December 31, 2014.
                     
     
Number of
   
Number of
   
Number of shares
 
     
shares
   
outstanding
   
available for future
 
Plan
Types of grants
 
reserved ( 2)
   
options (2)
   
issuance (2)
 
 
Stock options
                 
2000 Stock Incentive Plan
Stock appreciation rights
                 
(2000 Plan) (1)
Restricted stock
  55,519     22,743     0  
 
Stock options
                 
 
Stock appreciation rights
                 
2007 Long Term Incentive
Restricted stock
                 
Plan (LTIP)
Stock awards
  345,980     167,842 (3)     178,138  
2007 Employee Stock
                   
Purchase Plan (ESPP)
Stock option
  173,413     0     173,413  
Employee Stock
                   
Bonus Plan (ESBP)
Stock awards
  16,545     0     16,545  
 
(1)
All options available for grant under the 2000 Plan have been granted.
(2)
Shares/options are subject to adjustment in the event of specified changes in the Corporation’s  capital structure.
(3)
Amount includes 34,491 of unvested options.
 
83

 

 
Stock Incentive Plans (2000 Plan and LTIP)

Options awarded under these plans to date have been granted with an exercise price equal to the fair value of the stock on the grant date, a minimum vesting period of six months and an expiration period of ten years.  Restricted stock awards under these plans have been granted at fair value and with 50% of the shares vesting in two years and 50% in three years.  Upon exercise and/or award, the Corporation has historically issued authorized, but unissued, common stock to satisfy the options/awards.

The following table presents compensation expense and related tax benefits for stock option and restricted stock awards recognized on the consolidated statement of income.
                   
(dollars in thousands)
 
2014
   
2013
   
2012
 
Compensation expense
  $ 256     $ 292     $ 270  
Tax benefit
    (61 )     (74 )     (67 )
Net income effect
  $ 195     $ 218     $ 203  

The tax benefit shown in the preceding table is less than the benefit that would be calculated using the Corporation’s 35% statutory Federal tax rate.  Under FASB ASC Topic 718, tax benefits are only recognized over the vesting period for options that ordinarily will generate a tax deduction when exercised (non-qualified stock options) and restricted stock awards.

The Corporation granted the following stock options and restricted stock awards during the years ended December 31, 2014, 2013 and 2012.
                   
   
2014
   
2013
   
2012
 
Nonqualified stock options
    11,846       9,713       11,899  
Incentive stock options
    22,645       13,495       15,850  
Restricted stock
    9,840       8,480       11,290  

The weighted average grant-date fair value and weighted average assumptions used to determine the fair value using the Black-Scholes valuation model for the stock options granted are presented below.
                         
     
2014
     
2013
     
2012
 
Fair value
 
$
 5.42
   
$
 6.55
   
$
4.74
 
Expected life (in years)
   
5.5
     
5.5
     
7.43
 
Risk-free interest rate
   
1.56
%
   
1.44
%
   
1.10
%
Expected volatility
   
36.01
%
   
46.43
%
   
43.84
%
Expected dividend yield
   
2.33
%
   
2.67
%
   
3.19
%

The expected life of the options was estimated based on historical behavior and represents the period of time that options granted are expected to be outstanding.  The risk-free interest rate is the U.S. Treasury rate commensurate with the expected life of the options on the grant date.  Volatility of the Corporation’s stock price was based on historical volatility for the period commensurate with the expected life of the options.  Dividend yield was based on dividends for the most current year divided by the average market price for the most current year.
 
84

 


A summary of stock options activity from the option and stock incentive plans, adjusted for stock dividends distributed, is shown below.
                     
         
Weighted Average
 
Weighted Average
 
Aggregate
 
         
Exercise Price
 
Remaining
 
Intrinsic Value
 
   
Options
   
Per Share
 
Contractual Term
    ($000)  
Outstanding at January 1, 2014
    234,483     $ 10.12  
6.3 years
  $ 1,989  
Granted
    34,491       19.70            
Exercised
    (75,658 )     9.74            
Cancelled
    (2,731 )     18.33            
Outstanding at December 31, 2014
    190,585     $ 11.88  
6.6 years
  $ 1,486  
                           
Exercisable at December 31, 2014
    156,094     $ 10.16  
5.9 years
  $ 1,486  

The following table presents information about stock options exercised for the years ended December 31, 2014, 2013 and 2012.
                   
(dollars in thousands)
2014
 
2013
 
2012
 
Total intrinsic value of options exercised
  $ 777     $ 467     $ 140  
Cash received from options exercised
  $ 737     $ 794     $ 252  
Tax deduction realized from options exercised
  $ 264     $ 141     $ 48  

The following table presents information about non-vested options and restricted stock, adjusted for stock dividends distributed, for the year ended December 31, 2014.
                                 
   
Stock Options
   
Restricted Stock
 
         
Weighted Average
         
Weighted Average
 
         
Exercise Price
         
Grant Date
 
   
Options
   
Per Share
   
Shares
   
Fair Value
 
Non-vested at January 1, 2014
    24,372     $ 18.33       27,431     $ 13.06  
Vested
    (21,641 )     18.33       (14,193 )     9.85  
Cancelled
    (2,731 )     18.33       (1,488 )     16.66  
Granted
    34,491       19.70       9,840       19.70  
Non-vested at December 31, 2014
    34,491     $ 19.70       21,590     $ 17.95  
                                 

As of December 31, 2014, total unrecognized compensation cost related to non-vested options and restricted stock was $456,000.  The cost is expected to be recognized over a weighted average period of 1.0 year.

Employee Stock Purchase Plan (ESPP)

Under the ESPP, eligible employees can purchase common stock of the Corporation at 85% of the fair market value of the stock at the beginning or end of the six-month offering period, whichever is lower.  The ESPP is considered to be a compensatory plan.  The following table presents information about the ESPP for the years ended December 31, 2014, 2013 and 2012.
                   
   
2014
   
2013
   
2012
 
ESPP shares purchased
    7,710       8,420       10,784  
Average purchase price per share (85% of market value)
  $ 16.776     $ 13.386     $ 8.969  
Compensation expense recognized (in thousands)
  $ 32     $ 26     $ 24  

In 2014, 940 shares were reissued from treasury stock and 6,770 shares were issued from authorized but unissued common stock to satisfy the purchase of ESPP shares.  In 2013, 4,174 shares were reissued from treasury stock and 4,246 shares were issued from authorized but unissued common stock to satisfy the purchase of ESPP shares.  In 2012, the Corporation issued authorized, but unissued, common stock to satisfy the purchase of all ESPP shares.
 
85

 

 
Employee Stock Bonus Plan (ESBP)

The ESBP is administered by nonemployee members of the Corporation’s Board of Directors, under which the Corporation may issue shares of its common stock to employees as performance based compensation.  There were no shares of common stock issued under the ESBP in 2014, 2013 and 2012.

NOTE 13-Income Taxes

The following table presents the provision for income taxes for the years ended December 31, 2014, 2013 and 2012.
                   
(dollars in thousands)
 
2014
   
2013
   
2012
 
Current tax provision
                 
Federal
  $ 4,204     $ 4,042     $ 2,486  
State
    387       312       232  
Total current tax provision
    4,591       4,354       2,718  
                         
Deferred tax expense (benefit)
                       
Federal
    141       (383 )     419  
State
    (64 )     (54 )     (34 )
Total deferred tax expense (benefit)
    77       (437 )     385  
Total tax provision
  $ 4,668     $ 3,917     $ 3,103  

The differences between the effective income tax rate and the Federal statutory income tax rate for the years ended December 31, 2014, 2013 and 2012 are shown below.
                   
   
2014
   
2013
   
2012
 
Statutory tax rate
    35.0 %     35.0 %     34.0 %
Increase (decrease) resulting from:
                       
Low-income housing credits
    (0.5 )     (0.9 )     (1.8 )
Tax-exempt interest income
    (5.1 )     (6.3 )     (7.5 )
Bank owned life insurance income
    (1.5 )     (1.7 )     (1.7 )
State income taxes, net of federal tax benefit
    1.3       1.2       1.1  
Other, net
    (0.8 )     (0.3 )     0.7  
Effective income tax rate
    28.4 %     27.0 %     24.8 %

Significant components of the Corporation’s net deferred tax asset, included in other assets as of December 31, 2014 and 2013 are shown below.
             
(dollars in thousands)
 
2014
   
2013
 
Deferred tax assets
           
Allowance for loan losses
  $ 4,145     $ 3,579  
Deferred compensation
    1,578       1,468  
Low-income housing partnerships
    542       567  
Foreclosed real estate
    626       1,419  
Other
    438       313  
Total deferred tax assets
  $ 7,329     $ 7,346  
                 
Deferred tax liabilities
               
  Deferred loan fees
  $ 523     $ 424  
  Depreciation
    384       422  
  Net unrealized gains on available-for-sale securities
    1,374       1,119  
  Other
    299       300  
    Total deferred tax liabilities
  $ 2,580     $ 2,265  
Net deferred tax assets
  $ 4,749     $ 5,081  

86

 

 
Based on the level of historical income projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes that, as of December 31, 2014, it is more likely than not that the Corporation will realize the benefits of its deferred tax assets.

NOTE 14-Commitments to Extend Credit

In the normal course of business, the Corporation is a party to various financial transactions that are not funded as of the balance sheet date.  Off-balance sheet financial instruments, which enable Bank customers to meet their financing needs, are comprised mainly of commitments to extend credit and standby letters of credit.  Standby letters of credit are written conditional commitments issued by PeoplesBank to guarantee the performance of a customer to a third party.  The credit and market risk involved in issuing letters of credit is essentially the same as that involved in extending other loan commitments.  To manage these risks, the Corporation uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments and requires collateral to support these letters of credit as deemed necessary.  Management believes that the proceeds obtained through a liquidation of such collateral would be sufficient to cover the maximum potential amount of future payments required under the corresponding guarantees.  The amount of the liability as of December 31, 2014 and 2013, for guarantees under standby letters of credit issued was considered not material by management.  Normally, commitments to extend credit and letters of credit have fixed expiration dates or termination clauses, have specific rates and are for specific purposes.  Many of the commitments are expected to expire without being extended; therefore, total commitment amounts do not necessarily represent future cash requirements.

A summary of outstanding commitments at December 31, 2014 and 2013 is shown below.
             
(dollars in thousands)
 
2014
   
2013
 
Commitments to grant loans
           
Fixed rate
  $ 40,215     $ 46,164  
Variable rate
    11,652       7,779  
                 
Unfunded commitments of existing loans
               
Fixed rate
  $ 51,487     $ 52,956  
Variable rate
    148,904       142,578  
                 
Standby letters of credit
  $ 19,651     $ 27,673  
 
NOTE 15-Contingent Liabilities

Periodically, the Corporation and its subsidiary, PeoplesBank, may be defendants in legal proceedings relating to the conduct of their banking business.  Most of such legal proceedings are normal parts of the banking business and, in management’s opinion, do not materially affect the financial position or results of operations of the Corporation.

Note 16—Fair Value Measurements and Fair Values of Financial Instruments

The Corporation uses its best judgment in estimating the fair value of the Corporation’s assets and liabilities; however, there are inherent weaknesses in any estimation technique.  Therefore, the fair value estimates herein are not necessarily indicative of the amounts that could be realized in sales transactions on the dates indicated.  The estimated fair value amounts have been measured as of their respective period-ends and have not been re-evaluated or updated for purposes of these financial statements subsequent to those respective dates.  As such, the estimated fair values subsequent to the respective reporting dates may be different than the amounts reported at each period end.
 
87

 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date.  GAAP establishes a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies into the following three levels:

Level 1:  Inputs to the valuation methodology are quoted prices, unadjusted, for identical assets or liabilities in active markets.  A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available.

Level 2:  Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets;  inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs to the  valuation methodology that utilize model-based techniques for which all significant assumptions are observable in the market.

Level 3:  Inputs to the valuation methodology are unobservable and significant to the fair value measurement;  inputs to the valuation methodology that utilize model-based techniques for which significant assumptions are not observable in the market; or inputs to the valuation methodology that require significant management judgment or estimation, some of which may be internally developed.

Since management maximizes the use of observable inputs and minimizes the use of unobservable inputs when determining fair value, an asset’s or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.  Management reviews and updates the fair value hierarchy classifications on a quarterly basis.

Assets Measured at Fair Value on a Recurring Basis

Securities Available for Sale

The fair values of investment securities were measured using information from a third-party pricing service. The pricing service uses quoted market prices on nationally recognized securities exchanges (Level 1), or matrix pricing (Level 2), which is a mathematical technique, used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted prices. At least annually, the Corporation reviews a random sample of the pricing information received from the third-party pricing service by comparing it to price quotes from third-party brokers. Historically, price deviations have been immaterial.
                         
         
Fair Value Measurements
 
         
(Level 1)
   
(Level 2)
   
(Level 3)
 
         
Quoted Prices in
   
Significant Other
   
Significant Other
 
         
Active Markets for
   
Observable
   
Unobservable
 
(dollars in thousands)
Total
   
Identical Assets
   
Inputs
   
Inputs
 
December 31, 2014
                       
Securities available-for-sale:
                       
U.S. agency
  $ 17,907     $ 0     $ 17,907     $ 0  
U.S. agency mortgage-backed, residential
    124,815       0       124,815       0  
State and municipal
    70,452       0       70,452       0  
                                 
December 31, 2013
                               
Securities available-for-sale:
                               
U.S. agency
  $ 33,499     $ 0     $ 33,499     $ 0  
U.S. agency mortgage-backed, residential
    105,919       0       105,919       0  
State and municipal
    89,323       0       89,323       0  
 
88

 

 
Assets Measured at Fair Value on a Nonrecurring Basis

Impaired Loans
Impaired loans are those that are accounted for under FASB ASC Topic 310, in which the Corporation has measured impairment generally based on the fair value of the loan’s collateral.  Fair value is generally determined based upon independent third-party appraisals of the properties, or discounted cash flows based upon the expected proceeds.  These loans are included as Level 3 fair values, based on the lowest level of input that is significant to the fair value measurements.  At December 31, 2014, the fair value consists of loan balances of $3,058,000, net of valuation allowances of $2,512,000 and charge-offs of $26,000, compared to loan balances of $8,669,000, net of valuation allowances of $1,720,000 and charge-offs of $291,000, at December 31, 2013.

Foreclosed Real Estate
Other real estate property acquired through foreclosure is initially recorded at fair value of the property at the transfer date less estimated selling cost. Subsequently, other real estate owned is carried at the lower of its carrying value or the fair value less estimated selling cost.  Fair value is usually determined based upon an independent third-party appraisal of the property or occasionally upon a recent sales offer.  At December 31, 2014, the fair value of foreclosed real estate with a valuation allowance or charge-off was $1,198,000, which is net of valuation allowances of $1,687,000 and no charge-offs.  At December 31, 2013, the fair value of foreclosed real estate with a valuation allowance or charge-off was $3,098,000, which is net of valuation allowances of $3,954,000 and charge-offs of $100,000.
                         
         
Fair Value Measurements
 
         
(Level 1)
         
(Level 3)
 
         
Quoted Prices in
   
(Level 2)
   
Significant Other
 
         
Active Markets for
   
Significant Other
   
Unobservable
 
(dollars in thousands)
 
Total
   
Identical Assets
   
Observable Inputs
   
Inputs
 
December 31, 2014
                       
Impaired loans
  $ 3,058     $ 0     $ 0     $ 3,058  
Foreclosed real estate
    1,198       0       0       1,198  
                                 
December 31, 2013
                               
Impaired loans
  $ 8,669     $ 0     $ 0     $ 8,669  
Foreclosed real estate
    3,098       0       0       3,098  
 
The following table presents additional quantitative information about assets measured at fair value on a nonrecurring basis and for which the Corporation has utilized Level 3 inputs to determine fair value:
                       
   
Quantitative Information about Level 3 Fair Value Measurements
 
   
Fair Value
 
Valuation
Unobservable
       
Weighted
 
(dollars in thousands)
 
Estimate
 
Techniques
Input
 
Range
   
Average
 
December 31, 2014
                     
Impaired loans
  $ 3,058  
Appraisal  (1)
Appraisal adjustments  (2)
    13% - 25 %   16 %  
Foreclosed real estate
    1,198  
Appraisal (1)
Appraisal adjustments  (2)
    15% - 68 %   64 %  
                             
December 31, 2013
                           
Impaired loans
  $ 8,669  
Appraisal (1)
Appraisal adjustments  (2)
    13% - 27 %   19 %  
Foreclosed real estate
    3,098  
Appraisal (1)
Appraisal adjustments  (2)
    8% - 67 %   45 %  

(1)
Fair value is generally determined through independent appraisals, which generally include various level 3 inputs that are not identifiable.
(2)
Appraisals may be adjusted downward by the Corporation’s management for qualitative factors such as economic conditions, and estimated liquidation expenses. The range of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal.
 
89

 

 
Disclosures about Fair Value of Financial Instruments
 
The following methods and assumptions were used to estimate the fair values of the Corporation’s financial instruments as of December 31, 2014 and 2013.

Cash and Cash Equivalents
The carrying amount is a reasonable estimate of fair value.

Securities Available for Sale
The fair value of securities available for sale is determined in accordance with the methods described under FASB ASC Topic 820 as described above.

Restricted Investment in Bank Stocks
The carrying amount of restricted investment in bank stocks is a reasonable estimate of fair value.  The Corporation is required to maintain minimum investment balances in these stocks, which are not actively traded and, therefore, have no readily determinable market value.

Loans Held for Sale
The fair value of loans held for sale is determined, when possible, using quoted secondary-market prices.  If no such quoted prices exist, the fair value of a loan is determined using quoted prices for a similar loan or loans, adjusted for the specific attributes of that loan.

Loans, net
The fair value of loans, excluding all impaired loans, is estimated using discounted cash flow analyses using the current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.  Loans were first segregated by type such as commercial, real estate, and consumer, and were then further segmented into fixed and variable rate.  Projected future cash flows are calculated based upon contractual maturity or call dates.  For variable rate loans that reprice frequently and have no significant change in credit risk, fair value is based on carrying value.

Interest Receivable
The carrying value of interest receivable is a reasonable estimate of fair value.

Deposits
The fair value of demand deposits, savings accounts and money market deposits is the amount payable on demand at the reporting date.  The fair values of time deposits are estimated using a discounted cash flow analyses.  The discount rates used are based on rates currently offered for deposits with similar remaining maturities.  The fair values of variable rate time deposits that reprice frequently are based on carrying value.  The fair values of time deposit liabilities do not take into consideration the value of the Corporation’s long-term relationships with depositors, which may have significant value.

Short-term Borrowings
For theses short-term instruments, the carrying amount is a reasonable estimate of fair value.

Long-term Debt
Long-term debt includes FHLBP advances (Level 2) and junior subordinated debt (Level 3).  The fair value of FHLBP advances are estimated using discounted cash flow analysis, based on quoted prices for new FHLBP advances with similar credit risk characteristics, terms and remaining maturity.  These prices are obtained from this active market and represent a market value that is deemed to represent the transfer price if the liability were assumed by a third party.  The fair value of junior subordinated debt is estimated using discounted cash flow analysis, based on market rates and spread characteristics of similar debt with similar credit risk characteristics, terms and remaining maturity.

90

 


Interest Payable
The carrying value of interest payable is a reasonable estimate of fair value.

Off-Balance Sheet Instruments
Off-balance sheet instruments consist of lending commitments and letters of credit are based on fees currently charged in the market to enter into similar arrangements, taking into account the remaining terms of the agreements and counterparties’ credit standing.  These amounts were not considered material.

The following presents the carrying amount and estimated fair value of the Corporation’s financial instruments as of December 31, 2014 and 2013.
                               
               
Fair Value Estimates
 
               
(Level 1)
   
(Level 2)
   
(Level 3)
 
               
Quoted Prices
   
Significant
   
Significant
 
               
in Active
   
Other
   
Other
 
   
Carrying
   
Estimated
   
Markets for
   
Observable
   
Unobservable
 
(dollars in thousands)
 
Amount
   
Fair Value
   
Identical Assets
   
Inputs
   
Inputs
 
December 31, 2014
                             
Financial assets
                             
Cash and cash equivalents
  $ 31,094     $ 31,094     $ 31,094     $ 0     $ 0  
Securities available-for-sale
    213,174       213,174       0       213,174       0  
Restricted investment in bank stocks
    3,799       3,799       0       3,799       0  
Loans held for sale
    464       475       0       475       0  
Loans, net
    908,928       924,930       0       0       924,930  
Interest receivable
    3,702       3,702       0       3,702       0  
                                         
Financial liabilities
                                       
Deposits
  $ 954,973     $ 955,581     $ 0     $ 955,581     $ 0  
Short-term borrowings
    42,184       42,184       0       42,184       0  
Long-term debt
    90,406       88,120       0       80,367       7,753  
Interest payable
    477       477       0       477       0  
                                         
Off-balance sheet instruments
    0       0       0       0       0  
                                         
December 31, 2013
                                       
Financial assets
                                       
Cash and cash equivalents
  $ 15,062     $ 15,062     $ 15,062     $ 0     $ 0  
Securities available-for-sale
    228,741       228,741       0       228,741       0  
Restricted investment in bank stocks
    4,742       4,742       0       4,742       0  
Loans held for sale
    514       524       0       524       0  
Loans, net
    849,409       868,413       0       0       868,413  
Interest receivable
    3,583       3,583       0       3,583       0  
                                         
Financial liabilities
                                       
Deposits
  $ 925,303     $ 927,396     $ 0     $ 927,396     $ 0  
Short-term borrowings
    40,363       40,363       0       40,363       0  
Long-term debt
    70,493       68,604       0       60,417       8,187  
Interest payable
    391       391       0       391       0  
                                         
Off-balance sheet instruments
    0       0       0       0       0  

91

 


Note 17—Assets and Liabilities Subject to Offsetting

Securities Sold Under Agreements to Repurchase (“Repurchase Agreements”)

PeoplesBank enters into agreements under which it sells securities subject to an obligation to repurchase the same securities the next business day.  These repurchase agreements are accounted for as a collateralized financing arrangement (i.e. secured borrowings) and not as a sale and subsequent repurchase of securities.  The obligation to repurchase the securities is reflected as a liability (short-term borrowings) in the Corporation’s consolidated financial statements of condition, while the securities underlying the repurchase agreements remain in the respective securities asset accounts.  In other words, there is no offsetting or netting of the securities with the repurchase agreement liabilities.
                                       
           
Gross
   
Net Amounts
                   
     
Gross
   
Amounts
   
of Liabilities
   
Gross amounts Not Offset in
       
     
Amounts of
   
Offset in the
   
Presented in
   
the Statements of Condition
       
     
Recognized
   
Statements of
   
the Statements
   
Financial
 
Cash Collateral
   
Net
 
(dollars in thousands)
   
Liabilities
   
Condition
   
of Condition
   
Instruments
 
Pledged
   
Amount
 
December 31, 2014
                                     
Repurchase Agreements
(1)   $ 42,184     $ 0     $ 42,184     $ (42,184 )   $ 0     $ 0  
                                                   
December 31, 2013
                                                 
Repurchase Agreements
(1)   $ 24,597     $ 0     $ 24,597     $ (24,597 )   $ 0     $ 0  
 
 
(1)
As of December 31, 2014 and 2013, the fair value of securities pledged in connection with repurchase agreements was $60,872,000 and $29,299,000, respectively.
 
92

 

 
Note 18-Condensed Financial Information-Parent Company Only
             
Condensed Balance Sheets
     
       
   
December 31,
 
(dollars in thousands)
 
2014
   
2013
 
Assets
           
Cash and due from banks
  $ 678     $ 239  
Investment in bank subsidiary
    124,301       113,885  
Investment in other subsidiaries
    317       790  
Premises and equipment, net
    3,724       3,570  
Other assets
    711       677  
Total assets
  $ 129,731     $ 119,161  
                 
Liabilities
               
Long-term debt
  $ 10,310     $ 10,310  
Long-term debt with bank subsidiary
    900       1,051  
Other liabilities
    81       151  
Total liabilities
    11,291       11,512  
                 
Shareholders’ equity
    118,440       107,649  
Total liabilities and shareholders’ equity
  $ 129,731     $ 119,161  
                   
Condensed Statements of Income and Comprehensive Income
                 
                   
   
Years ended December 31,
 
(dollars in thousands)
 
2014
   
2013
   
2012
 
Income
                 
Interest from investment securities
  $ 6     $ 6     $ 7  
Dividends from bank subsidiary
    2,336       1,520       2,022  
Total income
    2,342       1,526       2,029  
                         
Expense
                       
Interest expense on long-term debt
    272       290       320  
Occupancy of premises, net
    154       213       133  
Other
    316       324       293  
Total expense
    742       827       746  
                         
Income before applicable income tax benefit and undistributed earnings (losses) of subsidiaries
    1,600       699       1,283  
Applicable income tax benefit
    249       278       249  
Income before undistributed earnings (losses) of subsidiaries
    1,849       977       1,532  
Equity in undistributed earnings of bank subsidiary
    9,920       9,593       7,874  
Equity in undistributed losses of other subsidiaries
    0       (4 )     (12 )
Net income
  $ 11,769     $ 10,566     $ 9,394  
Preferred stock dividends
    174       250       384  
Net income available to common shareholders
  $ 11,595     $ 10,316     $ 9,010  
Comprehensive income
  $ 12,264     $ 7,005     $ 9,203  
 
93

 

 
Note 18-Condensed Financial Information-Parent Company Only (continued)
                   
Condensed Statements of Cash Flows
                 
                   
   
Years ended December 31,
 
(dollars in thousands)
 
2014
   
2013
   
2012
 
Cash flows from operating activities
                 
  Net income
  $ 11,769     $ 10,566     $ 9,394  
  Adjustments to reconcile net income to net cash provided by operations:
                       
     Depreciation
    196       182       160  
     Equity in undistributed earnings of subsidiaries, net
    (9,920 )     (9,589 )     (7,862 )
     Loss on disposal of premises and equipment
    0       1       0  
     Other, net
    216       147       208  
        Net cash provided by operating activities
    2,261       1,307       1,900  
                         
Cash flows from investing activities
                       
  Return of investment in other subsidiary
    476       0       360  
  Investment in other subsidiary
    (3 )     0       0  
  Purchases of premises and equipment
    (350 )     (237 )     (231 )
     Net cash provided by (used in) investing activities
    123       (237 )     129  
                         
Cash flows from financing activities
                       
  Repayments of long-term debt
    (151 )     (138 )     (128 )
  Tax benefit on vested restricted stock
    52       89       44  
  Cash dividends paid to preferred shareholders
    (207 )     (250 )     (634 )
  Cash dividends paid to common shareholders
    (2,611 )     (2,074 )     (1,690 )
  Redemption of preferred stock
    (13,000 )     0       0  
  Net issuance of common stock
    13,982       1,239       627  
  Cash paid in lieu of fractional shares
    (10 )     (9 )     (6 )
      Net cash used in financing activities
    (1,945 )     (1,143 )     (1,787 )
      Net increase (decrease) in cash and cash equivalents
    439       (73 )     242  
      Cash and cash equivalents at beginning of year
    239       312       70  
      Cash and cash equivalents at end of year
  $ 678     $ 239     $ 312  
 
94

 

Note 19-Quarterly Results of Operations (Unaudited)

A summary of the quarterly results of operations for the years ended December 31, 2014 and 2013 is shown below.
                                                 
   
2014
   
2013
 
(dollars in thousands,
 
Quarter
   
Quarter
 
 except per share data)
 
Fourth
   
Third
   
Second
   
First
   
Fourth
   
Third
   
Second
   
First
 
                                                 
Interest income
  $ 12,953     $ 12,670     $ 12,364     $ 12,413     $ 12,319     $ 11,819     $ 11,473     $ 11,361  
Interest expense
    1,949       2,024       2,075       1,992       2,114       2,124       2,172       2,209  
Net interest income
    11,004       10,646       10,289       10,421       10,205       9,695       9,301       9,152  
Provision for loan losses
    500       250       300       550       500       150       560       260  
Noninterest income
    1,825       1,892       1,816       1,650       1,671       1,621       1,672       1,688  
Net gain on sales of loans held for sale
    146       124       102       80       145       233       322       319  
Noninterest expense
    8,840       8,002       7,986       7,648       8,012       7,732       7,157       7,253  
Income before taxes and securities gain
    3,635       4,410       3,921       3,953       3,509       3,667       3,578       3,646  
Net gain on sales of securities
    372       146       0       0       39       0       44       0  
Income before income taxes
    4,007       4,556       3,921       3,953       3,548       3,667       3,622       3,646  
Provision for income taxes
    1,227       1,377       1,114       950       966       990       977       984  
Net income
    2,780       3,179       2,807       3,003       2,582       2,677       2,645       2,662  
Preferred stock dividends
    30       30       52       62       63       62       62       63  
Net income available to common shareholders
  $ 2,750     $ 3,149     $ 2,755     $ 2,941     $ 2,519     $ 2,615     $ 2,583     $ 2,599  
                                                                 
Net income per common share, basic (1)
  $ 0.47     $ 0.54     $ 0.48     $ 0.58     $ 0.50     $ 0.52     $ 0.52     $ 0.53  
Net income per common share, diluted (1)
  $ 0.46     $ 0.54     $ 0.47     $ 0.56     $ 0.49     $ 0.51     $ 0.51     $ 0.52  
 
(1)          adjusted for common stock dividends distributed.
 
Note 20 - Subsequent Event

On July 22, 2014, the Corporation entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Madison Bancorp, Inc., a Maryland corporation (“Madison”), and CVLY Corp., a Pennsylvania corporation and wholly-owned subsidiary of the Corporation (“Acquisition Subsidiary). Pursuant to the Merger Agreement, Madison agreed to cause its wholly-owned subsidiary, Madison Square Federal Savings Bank (“MSFSB”), to merge with and into the Corporation’s wholly-owned subsidiary PeoplesBank, with PeoplesBank being the surviving bank in the Bank Merger.

The acquisition of Madison and MSFSB was completed on January 16, 2015, as reported on a Form 8-K filed on the same date. Pursuant to the Merger Agreement, each share of Madison common stock was converted into the right to receive $22.90 in cash, without interest, and each outstanding option to purchase Madison common stock was converted into the right to receive cash based on a formula set forth in the Merger Agreement. The transaction was valued at approximately $14.4 million. At December 31, 2014, and sixteen days prior to the acquisition transaction, MSFSB reported total assets of $135 million, total loans of $77 million, and total deposits of $115 million on a Call Report filed with federal banking regulators. Given that the initial purchase accounting for the acquisition, in accordance with generally accepted accounting principles for this business combination, is not yet completed, the Corporation is not yet able to disclose the preliminary fair value of the Madison assets acquired and liabilities assumed.

95

 

 
Management Report on Internal Controls Over Financial Reporting
 
 
The Corporation carried out an evaluation, under the supervision and with the participation of the Corporation’s management, including the Corporation’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures, as defined in SEC Rules 13a-15(e) and 15d-15(e). Based upon the evaluation, the Corporation’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2014, the Corporation’s disclosure controls and procedures are effective. Disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Corporation’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

The management of the Corporation is responsible for establishing and maintaining adequate internal control over financial reporting. The Corporation’s internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness of future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Corporation’s internal control over financial reporting as of December 31, 2014, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on this assessment, management concluded that, as of December 31, 2014, the Corporation’s internal control over financial reporting is effective based on those criteria.

The effectiveness of the Corporation’s internal control over financial reporting has been audited by BDO USA, LLP, an independent registered public accounting firm, as stated in their report which is included herein.
         
/s/ Larry J. Miller
   
/s/ Michael D. Peduzzi
 
Larry J. Miller
 
Michael D. Peduzzi, CPA
(Principal Executive Officer)
 
(Principal Financial and Accounting
Vice-Chairman, President   Officer) Treasurer, and
and Chief Executive Officer   Assistant Secretary
     
March 10, 2015   March 10, 2015
 
96

 

 
Report of Independent Registered Public Accounting Firm
 
Board of Directors and Stockholders
Codorus Valley Bancorp, Inc.
York, Pennsylvania
 
We have audited Codorus Valley Bancorp, Inc. and subsidiaries’ (the “Corporation”) internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). The Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Report on Internal Control Over Financial Reporting”. Our responsibility is to express an opinion on the Corporation’s internal control over financial reporting based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
 
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
In our opinion, Codorus Valley Bancorp, Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on the COSO criteria .

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Codorus Valley Bancorp, Inc. and subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income, cash flows, and changes in shareholders’ equity for the years then ended and our report dated March 10, 2015 expressed an unqualified opinion thereon.
 
/s/BDO USA, LLP
 
Harrisburg, Pennsylvania
March 10, 2015

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Report of Independent Registered Public Accounting Firm
 
Board of Directors and Stockholders
Codorus Valley Bancorp, Inc.
York, Pennsylvania

We have audited the accompanying consolidated balance sheets of Codorus Valley Bancorp, Inc. and subsidiaries (the “Corporation”) as of December 31, 2014 and 2013 and the related consolidated statements of income, comprehensive income, cash flows, and changes in shareholders’ equity for the years then ended. These financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Codorus Valley Bancorp, Inc. and subsidiaries at December 31, 2014 and 2013, and the results of its operations and its cash flows for the years then ended , in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Codorus Valley Bancorp, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated March 10, 2015 expressed an unqualified opinion thereon.
 
/s/BDO USA, LLP

Harrisburg, Pennsylvania
March 10, 2015

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

Board of Directors and Shareholders

of Codorus Valley Bancorp, Inc.

York, Pennsylvania

 

We have audited the accompanying Codorus Valley Bancorp, Inc. and subsidiaries' (“the Corporation”) consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for the year ended December 31, 2012. These consolidated financial statements are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated results of the Corporation's operations and its cash flows for the year ended December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.

 

 

/s/ Baker Tilly Virchow Krause, LLP

 

  

Allentown, Pennsylvania

March 28, 2013

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Item 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.
 
Item 9A: Controls and Procedures

The Corporation maintains controls and procedures designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon their evaluation of those controls and procedures required by paragraph (b) of Rule 13a-15 or Rule 15d-15 under the Exchange Act performed as of December 31, 2014, the Chief Executive and Chief Financial Officers of the Corporation concluded that the Corporation’s disclosure controls and procedures were effective. There was no change in the Corporation’s internal control over financial reporting that occurred during the quarter ended December 31, 2014 that materially affected, or is reasonably likely to materially affect, the Corporation’s internal control over financial reporting. A Report of Management’s Assessment of Internal Control Over Financial Reporting is located on page 96 of this Annual Report, and incorporated herein by reference.

The Chief Executive and Chief Financial Officers are not aware of any changes in internal controls over financial reporting or in other factors that has materially affected these controls subsequent to December 31, 2014, the date of their evaluation.

In July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act was enacted, which among other things, exempted non-accelerated SEC filers such as the Corporation, i.e., companies with a public float below $75 million, from the requirement of the Sarbanes-Oxley Act’s section 404(b) external auditors’ attestation of internal controls over financial reporting.

Item 9B: Other information

None.
 
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PART III

Item 10: Directors, executive officers and corporate governance

Information appearing in the Proxy Statement relating to the 2015 Annual Meeting of Shareholders to be held May 19, 2015 (“Proxy Statement”), under the heading, “Proposal 1-Election of Directors” and the caption “Information about Nominees and Continuing Directors,” under the heading “Security Ownership of Directors, Nominees, Executive Officers and Certain Beneficial Owners” and the caption “Executive Officers,” and under the heading “Governance of the Corporation” is incorporated by reference in response to this item.

The Corporation has adopted a Code of Business Conduct and Ethics (“Code of Ethics”) as defined in Item 406 of Regulation S-K. The Code of Ethics was filed as Exhibit 14 to a Form 10-Q filed with the SEC on November 13, 2012, and is incorporated by reference in response to this item. The Code of Ethics is also accessible on PeoplesBank’s website at www.peoplesbanknet.com . Select “Investor Relations”, then select “Corporate Information” and then select “Governance Documents”.

Information appearing in the Proxy Statement, under the heading “Section 16(a) Beneficial Ownership Reporting Compliance” is incorporated by reference in response to this item.

Item 11: Executive compensation

Information appearing in the Proxy Statement, under the captions “Executive Compensation” and “Director Compensation” is incorporated by reference in response to this item.

Item 12: Security ownership of certain beneficial owners and management and related shareholder matters

Information appearing on page 23 of this report under the caption “Securities Authorized for Issuance under Equity Compensation Plans” and in the Proxy Statement, under the caption “Security Ownership of Directors, Nominees, Executive Officers, and Certain Beneficial Owners,” is incorporated by reference in response to this item.

Item 13: Certain relationships and related transactions, and director independence

Information appearing in the Proxy Statement, under the captions “Related Person Transactions” and “Governance of the Corporation” is incorporated by reference in response to this item.

Item 14: Principal accounting fees and services

Information appearing in the Proxy Statement, under the caption “Independent Registered Public Accounting Firm,” is incorporated by reference in response to this item.

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PART IV

Item 15: Exhibits and financial statement schedules
         
 
(a)
Documents filed as part of this Form 10-K report.
         
   
1.
Financial Statements
         
     
The following consolidated statements of Codorus Valley Bancorp, Inc. are incorporated by reference to Part II, Item 8 hereof:
       
       
       
       
       
       
       
         
   
2.
Financial Statement Schedules
         
     
Required financial statement schedules are omitted. This information is either not applicable, not required or is shown in the respective financial statements or in the notes thereto.
         
   
3.
Exhibits filed as part of 10-K pursuant to Item 601 of Regulation S-K.
         
     
See Exhibit Index.
 
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Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Codorus Valley Bancorp, Inc. (Registrant)
     
/s/ Larry J. Miller
     
Larry J. Miller, Vice-Chairman,
 
Date: March 10, 2015
President and Chief Executive Officer
   

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature and Capacity
         
/s/ Rodney L. Krebs
 
Chairman of the Board of
 
3/10/15
Rodney L. Krebs
 
Directors and Director
   
         
/s/ Larry J. Miller
 
President, Chief Executive Officer,
 
3/10/15
Larry J. Miller
 
Vice-Chairman of the Board of
   
(Principal Executive Officer)
 
Directors and Director
   
         
/s/ D. Reed Anderson
 
Director
 
3/10/15
D. Reed Anderson, Esq.
       
         
/s/ Cynthia A. Dotzel
 
Director
 
3/10/15
Cynthia A. Dotzel, CPA
       
         
/s/ Jeffrey R. Hines
 
Director
 
3/10/15
Jeffrey R Hines, P.E.
       
         
/s/ MacGregor S. Jones
 
Director
 
3/10/15
MacGregor S. Jones
       
         
 
 
Director
 
3/10/15
Dallas L. Smith
       
         
/s/ Harry R. Swift
 
Director
 
3/10/15
Harry R. Swift, Esq.
       
         
/s/ Michael D. Peduzzi
 
Treasurer and Assistant Secretary
 
3/10/15
Michael D. Peduzzi, CPA
       
(Principal Financial and Accounting Officer)
       

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Exhibit Index
       
Exhibit
     
Number
 
Description of Exhibit
 
     
3.1
 
Amended Articles of Incorporation (Incorporated by reference to Exhibit 3(i) to the Registrant’s Quarterly Report on Form 10-Q for September 30, 2012, filed with the Commission on November 13, 2012)
     
3.2
 
Amended By-laws (Incorporated by reference to Exhibit 3(ii) to the Registrant’s Current Report on Form 8-K, filed with the Commission on February 17, 2012)
     
3.3
 
Certificate of Designations for the Series A Preferred Stock (Incorporated by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 10-Q for September 30, 2013, filed with the Commission on November 12, 2013)
     
3.4
 
Certificate of Designation of Senior Non-Cumulative Perpetual Preferred Stock, Series B (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on August 24, 2011)
     
4
 
Rights Agreement dated as of November 4, 2005 (Incorporated by reference to Exhibit 4 to the Registrant’s Quarterly Report on Form 10-Q for September 30, 2010, filed with the Commission on November 15, 2010), as amended January 9, 2009 (Incorporated by reference to Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q for September 30, 2010, filed with the Commission on November 15, 2010), as further amended August 17, 2011 (Incorporated by reference to exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on August 24, 2011)
     
4.1
 
Small Business Lending Fund- Securities Purchase Agreement, dated August 18, 2011, between Codorus Valley Bancorp, Inc. and the Secretary of the Treasury, with respect to the issuance and sale of the SBLF Preferred Stock (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on August 24, 2011)
     
10.1
 
Employment Agreement between Codorus Valley Bancorp, Inc., PeoplesBank, A Codorus Valley Company and Larry J. Miller, dated December 27, 2005. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for September 30, 2010, filed with the Commission on November 15, 2010), as amended August 9, 2011 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on August 11, 2011) *
     
10.2
 
Change of Control Agreement by and among Codorus Valley Bancorp, Inc., PeoplesBank, A Codorus Valley Company and Jann A. Weaver, dated December 27, 2005. (Incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for September 30, 2010, filed with the Commission on November 15, 2010) *
     
10.3
 
2000 Stock Incentive Plan (Incorporated by reference to Exhibit 4.3 of Registration Statement No. 333-40532 on Form S-8, filed with the Commission on June 30, 2000) *
 
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10.4
 
2001 Employee Stock Bonus Plan (Incorporated by reference to Exhibit 99.1 of Registration Statement No. 333-68410 on Form S-8, filed with the Commission on August 27, 2001) *
     
10.5
 
Dividend Reinvestment and Stock Purchase Plan (Incorporated by reference to Exhibit 10.1 of Registration Statement No. 333-179179 on Form S-3D, filed with the Commission on January 26, 2012)
     
10.6
 
Salary Continuation Agreement between PeoplesBank, A Codorus Valley Company and Larry J. Miller dated October 1, 1998 – filed herein *
     
10.7
 
Salary Continuation Agreement between PeoplesBank, A Codorus Valley Company and Harry R. Swift dated October 1, 1998 – filed herein *
     
10.8
 
Salary Continuation Agreement between PeoplesBank, A Codorus Valley Company and Jann Allen Weaver dated October 1, 1998 – filed herein *
     
10.9
 
Amendment to Salary Continuation Agreement between PeoplesBank, A Codorus Valley Company and Larry J. Miller dated December 27, 2005 – filed herein *
     
10.10
 
Amendment to Salary Continuation Agreement between PeoplesBank, A Codorus Valley Company and Harry R. Swift dated December 27, 2005 – filed herein *
     
10.11
 
Amendment to Salary Continuation Agreement between PeoplesBank, A Codorus Valley Company and Jann Allen Weaver dated December 27, 2005 – filed herein *
     
10.12
 
Second Amendment to Salary Continuation Agreement between PeoplesBank, A Codorus Valley Company and Larry J. Miller dated December 23, 2008 – filed herein *
     
10.13
 
Second Amendment to Salary Continuation Agreement between PeoplesBank, A Codorus Valley Company and Harry R. Swift dated December 23, 2008 – filed herein *
     
10.14
 
Second Amendment to Salary Continuation Agreement between PeoplesBank, A Codorus Valley Company and Jann Allen Weaver dated December 23, 2008 – filed herein *
     
10.15
 
Form of Group Term Replacement Plan, dated January 1, 2009 pertaining to senior officers of the Corporation’s subsidiary, PeoplesBank, A Codorus Valley Company – filed herein *
     
10.16
 
Form of Director Group Term Replacement Plan, dated December 1, 1998, including Split Dollar Policy Endorsements pertaining to non-employee directors of the Corporation’s subsidiary, PeoplesBank, A Codorus Valley Company – filed herein *
     
10.17
 
Long-Term Nursing Care Agreement between Codorus Valley Bancorp, Inc., PeoplesBank, A Codorus Valley Company and Larry J. Miller, dated December 27, 2005. (Incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for September 30, 2010, filed with the Commission on November 15, 2010) *
     
10.18
 
Codorus Valley Bancorp, Inc. Change in Control and Supplemental Benefit Trust Agreement between Codorus Valley Bancorp, Inc., PeoplesBank, A Codorus Valley Company and Hershey Trust Company, dated January 25, 2006. (Incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for September 30, 2010, filed with the Commission on November 15, 2010) and Resignation and Appointment of Trustee. (Incorporated by reference to Exhibit 10.15 of the Registrant’s Annual Report on Form 10-K for December 31, 2011 filed with the Commission on March 27, 2012)
 
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10.19
 
Amended and Restated Declaration of Trust of CVB Statutory Trust No. 2, dated as of June 28, 2006, among Codorus Valley Bancorp, Inc., as sponsor, the Delaware and institutional trustee named therein, and the administrators named therein. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 30, 2006)
     
10.20
 
Indenture, dated as of June 28, 2006, between Codorus Valley Bancorp, Inc., as issuer, and the trustee named therein, relating to the Junior Subordinated Debt Securities due 2036. (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 30, 2006)
     
10.21
 
Guarantee Agreement, dated as of June 28, 2006, between Codorus Valley Bancorp, Inc. and guarantee trustee named therein. (Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 30, 2006)
     
10.22
 
2007 Long-Term Incentive Plan of Codorus Valley Bancorp, Inc. (Incorporated by reference to Exhibit A of the Registrant’s definitive proxy statement, dated April 6, 2012) *
     
10.23
 
2007 Employee Stock Purchase Plan (Incorporated by reference to Exhibit B of the Registrant’s definitive proxy statement, dated April 6, 2012) *
     
10.24
 
Executive Incentive Plan – filed herein *
     
10.25
 
Employment Agreement between Codorus Valley Bancorp, Inc., PeoplesBank, A Codorus Valley Company and Michael F. Allen, dated July 23, 2012. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K/A, filed with the Commission on March 19, 2013)*
     
14
 
Code of Ethics (Incorporated by reference to Exhibit 14 to the Registrant’s Quarterly Report on Form 10-Q for September 30, 2012 filed with the Commission on November 13, 2012)
 
   
21
 
List of subsidiaries of the Codorus Valley Bancorp, Inc.
     
23
 
Consents of Independent Registered Public Accounting Firms
     
24
 
Power of Attorney
     
31.1
 
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
31.2
 
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
106
Table of Contents

 

 
     
32
 
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
   
101
 
Interactive data file containing the following financial statements of Codorus Valley Bancorp, Inc. formatted in XBRL: (i) Consolidated Balance Sheets at December 31, 2014 and 2013, (ii) Consolidated Statements of Income for the years ended December 31, 2014, 2013, and 2012, (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013, and 2012, (iv) Consolidated Statements of Cash Flow for the years ended December 31, 2014, 2013, and 2012, (v) Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2014, 2013, and 2012 and (vi) Notes to Consolidated Financial Statements – filed herewith.
 
   
   
* Management contract or compensation plan or arrangement required to be filed or   incorporated as an exhibit.
 
107

EXHIBIT 10.6

 

PEOPLESBANK, A CODORUS VALLEY COMPANY
SALARY CONTINUATION AGREEMENT

THIS AGREEMENT is made this 1 st day of October , 1998, by and between PEOPLESBANK, A CODORUS VALLEY COMPANY, a Pennsylvania state bank located in York, Pennsylvania (the “Company”) and a wholly owned subsidiary of Codorus Valley Bancorp, Inc. (The “Corporation”) and LARRY J. MILLER (the “Executive”).

INTRODUCTION

To encourage the Executive to remain an employee of the Company, the Company is willing to provide salary continuation benefits to the Executive. The Company will pay the benefits from its general assets.

AGREEMENT

The Executive and the Company agree as follows:

Article 1
Definitions

1.1        Definitions . Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

1.1.1 “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 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 Company or Corporation’s assets.

1.1.2     “ Date of Change of Control ” means any of the following:

(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 Company’s voting securities; or

(b)          the date of the transfer of all or substantially all of the Company 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 Incumbent Board of Directors of the Bank ceased to be a majority thereof. For these purposes, “Incumbent Board” means the members of the Board of Directors of the Company on the effective date of the Plan, provided that any person becoming a member of the Board of Directors subsequent to such effective date, whose election was approved by a vote of at least three-quarters of the members of the Board of Directors comprising the Incumbent Board, or whose nomination for election by members or stockholders was approved by the same nominating committee serving under an Incumbent Board, shall be considered as though he were a member of the Incumbent Board.

1.1.3  “ Code ” means the Internal Revenue Code of 1986, as amended.

1.1.4  “ Disability ” means, if the Executive is covered by a Company sponsored disability policy, total disability as defined in such policy without regard to any waiting period. If the Executive is not covered by such a policy, Disability means the Executive suffering a sickness, accident or injury which, in the judgment of a physician satisfactory to the Company, prevents the Executive from performing substantially all of the Executive’s normal duties for the Company. As a condition to any benefits, the Company may require the Executive to submit to such physical or mental evaluations and tests as the Company’s Board of Directors deems appropriate.

1.1.5 “Early Termination” means the Termination of Employment before Normal Retirement Age for reasons other than death, Disability, Termination for Cause or following a Change of Control.

1.1.6  “ Early Termination Date ” means the month, day and year in which Early Termination occurs.
 
 
 

 

 
1.1.7 “ Normal Retirement Age ” means the Executive’s 60th birthday.

1.1.8 “ Normal Retirement Date ” means the later of the Normal Retirement Age or Termination of Employment.

1.1.9     “ Plan Year ” means a twelve-month period commencing on October 1 st and ending on September 30th of each year. The initial Plan Year shall commence on the effective date of this Agreement.

1.1.10   “ Termination for Cause ” See Section 5.2.

1.1.11   “ Termination of Employment ” means that the Executive ceases to be employed by the Company for any reason whatsoever other than by reason of a leave of absence which is approved by the Company. For purposes of this Agreement, if there is a dispute over the employment status of the Executive or the date of the Executive’s Termination of Employment, the Company shall have the sole and absolute right to decide the dispute.

Article 2
Lifetime Benefits

2.1  Normal Retirement Benefit . Upon Termination of Employment on or after the Normal Retirement Age   for reasons other than death, the Company shall pay to the Executive the benefit described in this Section 2.1 in lieu of any other benefit under this Agreement.

2.1.1     Amount of Benefit . The annual benefit under this Section 2.1 is $100,000 (One Hundred Thousand Dollars and no/100). The Company’s Board of Directors, in its sole discretion, may increase the annual benefit under this Section 2.1.1; however, any increase shall require the recalculation of Schedule A.

2.1.2     Payment of Benefit . The Company shall pay the annual benefit to the Executive in 12 equal monthly installments payable on the first day of each month commencing with the month following the Executive’s Normal Retirement Date and continuing for 239 additional months.

2.1.3      Benefit Increases . Commencing on the first anniversary of the first benefit payment, and continuing on each subsequent anniversary, the Company’s Board of Directors, in its sole discretion, may increase the benefit.
 
 
 

 

 
2.2       Early Termination Benefit . Upon Early Termination, the Company shall pay to the Executive the benefit described in this Section 2.2 in lieu of any other benefit under this Agreement.

2.2.1        Amount of Benefit . The benefit under this Section 2.2 is the Early Termination Annual Benefit amount set forth in Schedule A for the Plan Year ending immediately prior to the Early Termination Date. However, any increase in the annual benefit under Section 2.1.1 shall require the recalculation of the Early Termination benefit on Schedule A. The Early Termination Annual Benefit amount is determined by calculating a fixed annuity which is payable in 240 equal monthly installments, crediting interest on the unpaid balance of the Accrual Balance at an annual rate of 8.0%, compounded monthly.

2.2.2       Payment of Benefit . The Company shall pay the annual benefit to the Executive in 12 equal monthly installments payable on the first day of each month commencing with the month following the Normal Retirement Age and continuing for 239 additional months.

2.2.3       Benefit Increases . Benefit payments may be increased as provided in Section 2.1.3.

2.3       Disability Benefit. If the Executive terminates employment due to Disability prior to Normal Retirement Age, the Company shall pay to the Executive the benefit described in this Section 2.3 in lieu of any other benefit under this Agreement, provided however, in the event the Company determines (1) the Executive could have been Terminated for Cause as provided in Section 5.2 for conduct or omissions occurring during the term of employment or (2) the Executive has violated the restrictive covenant set forth in Section 5.3, the Company shall have no obligation to make future payments as of the date of the Company’s determination.

2.3.1  Amount of Benefit. The benefit under this Section 2.3 is the Disability Annual Benefit amount set forth in Schedule A for the Plan Year ending immediately prior to the date in which the Termination of Employment occurs. However, any increase in the annual benefit under Section 2.1.1 would require the recalculation of the Disability benefit on Schedule A. The Disability Annual Benefit amount is determined by calculating a fixed annuity which is payable in 240 equal monthly installments, crediting interest on the unpaid balance of the Accrual Balance at an annual rate of 8.0%, compounded monthly.

2.3.2       Payment of Benefit. The Company shall pay the annual benefit amount to the Executive in 12 equal monthly installments payable on the first day of each month commencing with the month following the Termination of Employment   and continuing for 239 additional months.

2.3. 3      Benefit Increases . Benefit payments may be increased as provided in Section 2.1.3.
 
 
 

 

 
2.4  Change of Control Benefit . Following the Date of a Change of Control, the Executive shall be entitled to the benefit described in this Section 2.4 in lieu of any other benefit under this Agreement.
 
2.4.1       Amount of Benefit. The annual benefit under this Section 2.4 is the Normal Retirement Benefit amount described in Section 2.1.1.
 
2.4.2        Payment of Benefit .   The Company shall pay the annual benefit amount to the Executive in 12 equal monthly installments payable on the first day of each month commencing with the month following the Executive’s Normal Retirement Date and continuing for 239 additional months.

2.4.3       Benefit Increases . Benefit payments may be increased as provided in Section 2.1.3.

Article 3
Death Benefits

3.1       Death During Active Service . If the Executive dies while in the active service of the Company, the Company shall pay to the Executive’s beneficiary the benefit described in this Section 3.1. This benefit shall be paid in lieu of the Lifetime Benefits of Article 2.

3.1.1  Amount of Benefit . The annual benefit under this Section 3.1 is the Normal Retirement Benefit amount described in Section 2.1.1.

3.1.2  Payment of Benefit . The Company shall pay the annual benefit to the beneficiary in 12 equal monthly installments payable on the first day of each month commencing with the month following the Executive’s death and continuing for 239 additional months.

3.2       Death During Benefit Period . If the Executive dies after the benefit payments have commenced under this Agreement but before receiving all such payments, the Company shall pay the remaining benefits to the Executive’s beneficiary at the same time and in the same amounts they would have been paid to the Executive had the Executive survived.

3.3        Death After Termination of Employment But Before Benefit Payments Commence.   If the Executive is entitled to benefit payments under this Agreement, but dies prior to the commencement of said benefit payments, the Company shall pay the benefit payments to the Executive’s beneficiary that the Executive was entitled to prior to death except that the benefit payments shall commence on the first day of the month following the date of the Executive’s death.
 
 
 

 

 
Article 4
Beneficiaries

4.1       Beneficiary Designations . The Executive shall designate a beneficiary by filing a written designation with the Company. The Executive may revoke or modify the designation at any time by filing a new designation. However, designations will only be effective if signed by the Executive and accepted by the Company during the Executive’s lifetime. The Executive’s beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Executive, or if the Executive names a spouse as beneficiary and the marriage is subsequently dissolved. If the Executive dies without a valid beneficiary designation, all payments shall be made to the Executive’s estate.
 
4.2       Facility of Payment . If a benefit is payable to a minor, to a person declared incapacitated, or to a person incapable of handling the disposition of his or her property, the Company may pay such benefit to the guardian, legal representative or person having the care or custody of such minor, incapacitated person or incapable person. The Company may require proof of incapacity, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Company from all liability with respect to such benefit.

Article 5
General Limitations

5.1       Excess Parachute Payment . Notwithstanding any provision of this Agreement to the contrary, the Company shall not pay any benefit under this Agreement to the extent the benefit would be a prohibited golden parachute payment pursuant to 12 C.F.R. § 359.2 and for which the appropriate federal banking agency has not given written consent to pay pursuant to 12 C.F.R. § 359.4.

5.2       Termination for Cause . Notwithstanding any provision of this Agreement to the contrary, the Company shall not pay any benefit under this Agreement if the Company terminates the Executive’s employment for:

(a)       Gross negligence or gross neglect of duties;

(b)       Commission of a felony or of a gross misdemeanor involving moral turpitude; or

(c)          Fraud, disloyalty, dishonesty or willful violation of any significant law or significant Company policy committed in connection with the Executive’s employment and resulting in a material adverse effect on the Company.
 
 
 

 

 
  5.2.1 Removal. Notwithstanding any provision of this Agreement to the contrary, the Company shall not pay any benefit under this Agreement if the Executive is subject to a final removal or prohibition order issued by an appropriate federal banking agency pursuant to Section 8(e) of the Federal Deposit Insurance Act or by the Pennsylvania Department of Banking pursuant to state law.
 
5.3       Competition After Termination of Employment . No benefits shall be payable if the Executive, without the prior written consent of the Company, violates the following described restrictive covenants.
 
  5.3.1 Non-compete Provision . The Executive shall not, for a period of three (3) years after termination either directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of one percent (1%) or less in the stock of a publicly traded company):
 
 
(i)
become employed by, participate in, or be connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the Executive’s responsibilities will include providing banking or other financial services in York County or within fifty (50) mile of any office maintained by the Company as of the date of the termination of the Executive’s employment or if the Executive regularly conducts business in or from an office or branch in York County or any other county or city in which the Company has an office or branch as of the date of the termination of the Executive’s employment; or
 
  (ii)
participate in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Company during the three (3) year period immediately prior to the termination of the Executive’s employment; or
 
 
(iii)
assist, advise, or serve in any capacity, representative or otherwise, any third party in any action against the Company or transaction involving the Company; or
 
 
(iv)
sell, offer to sell, provide banking or other financial services, assist any other person in selling or providing banking or other financial services, or solicit or otherwise compete for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the

 
 

 


services performed or products sold by the Company (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Executive or the Company provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to the termination of the Executive’s employment; or
 
 
(v)
divulge, disclose, or communicate to others in any manner whatsoever, any confidential information of the Company, including, but not limited to, the names and addresses of customers of the Company, as they may have existed from time to time or of any of the Company’s prospective customers, work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the Company, earnings or other information concerning the Company. The restrictions contained in this subparagraph (v) apply to all information regarding the Company, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, the terms of this subparagraph (v) shall not be limited to the three (3) year restriction set forth above and all information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Executive.
 
  5.3.2
Judicial Remedies . In the event of a breach or threatened breach by the Executive of any provision of these restrictions, the Executive recognizes the substantial and immediate harm that a breach or threatened breach will impose upon the Company, and further recognizes that in such event monetary damages may be inadequate to fully protect the Company. Accordingly, in the event of a breach or threatened breach of this Agreement, the Executive consents to the Company’s entitlement to such ex parte , preliminary, interlocutory, temporary or permanent injunctive, or any other equitable relief, protecting and fully enforcing the Company’s rights hereunder and preventing the Executive from further breaching any of his obligations set forth herein. The Executive expressly waives any requirement, based on any statute, rule of procedure, or other source, that the Company post a bond as a condition of obtaining any of the above-described remedies. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to the Company at law or in equity for such breach or threatened breach, including the recovery of damages from the Executive. The Executive expressly acknowledges and agrees that: (i) the restrictions set forth in Section 5.3.1 are reasonable, in terms of scope, duration, geographic area, and otherwise, (ii) the protections afforded the Company in Section 5.3.1 are necessary to protect its legitimate business interest, (iii) the restrictions set forth in Section 5.3.1 will not be materially adverse to the
 
 
 

 

 
Executive’s employment with the Company, and (iv) his agreement to observe such restrictions forms a material part of the consideration for this Agreement.
 
  5.3.3
Overbreadth of Restrictive Covenant. It is the intention of the parties that if any restrictive covenant in this Agreement is determined by a court of competent jurisdiction to be overly broad, then the court should enforce such restrictive covenant to the maximum extent permitted under the law as to area, breadth and duration.
 
Article 6
Claims and Review Procedures

6.1   Claims Procedure . The Company shall notify any person or entity that makes a claim against the Agreement (the “Claimant”) in writing, within ninety (90) days of Claimant’s written application for benefits, of his or her eligibility or noneligibility for benefits under the Agreement. If the Company determines that the Claimant is not eligible for benefits or full benefits, the notice shall set forth (1) the specific reasons for such denial, (2) a specific reference to the provisions of the Agreement on which the denial is based, (3) a description of any additional information or material necessary for the Claimant to perfect his or her claim, and a description of why it is needed, and (4) an explanation of the Agreement’s claims review procedure and other appropriate information as to the steps to be taken if the Claimant wishes to have the claim reviewed. If the Company determines that there are special circumstances requiring additional time to make a decision, the Company shall notify the Claimant of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional ninety-day period.

6.2   Review Procedure . If the Claimant is determined by the Company not to be eligible for benefits, or if the Claimant believes that he or she is entitled to greater or different benefits, the Claimant shall have the opportunity to have such claim reviewed by the Company by filing a petition for review with the Company within sixty (60) days after receipt of the notice issued by the Company. Said petition shall state the specific reasons which the Claimant believes entitle him or her to benefits or to greater or different benefits. Within sixty (60) days after receipt by the Company of the petition, the Company shall afford the Claimant (and counsel, if any) an opportunity to present his or her position to the Company orally or in writing, and the Claimant (or counsel) shall have the right to review the pertinent documents. The Company shall notify the Claimant of its decision in writing within the sixty-day period, stating specifically the basis of its decision, written in a manner calculated to be understood by the Claimant and the specific provisions of the Agreement on which the decision is based. If, because of the need for a hearing, the sixty-day period is not sufficient, the decision may be deferred for up to another sixty-day period at the election of the Company, but notice of this deferral shall be given to the Claimant.

 
 

 

 
Article 7
Amendments and Termination

This Agreement may be amended or terminated only by a written agreement signed by the Company and the Executive.
 
Article 8
Miscellaneous

8.1   Binding Effect . This Agreement shall bind the Executive and the Company, and their beneficiaries, survivors, executors, successors, administrators and transferees.

8.2        No Guarantee of Employment . This Agreement is not an employment policy or contract. It does not give the Executive the right to remain an employee of the Company, nor does it interfere with the Company’s right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere with the Executive’s right to terminate employment at any time.

8.3        Non-Transferability . Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

8.4        Reorganization. The Company shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets to another company, firm, or person unless such succeeding or continuing company, firm, or person agrees to assume and discharge the obligations of the Company under this Agreement. Upon the occurrence of such event, the term “Company” as used in this Agreement shall be deemed to refer to the successor or survivor company.

8.5        Tax Withholding . The Company shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement.

8.6        Applicable Law . The Agreement and all rights hereunder shall be governed by the laws of the Commonwealth of Pennsylvania, except to the extent preempted by the laws of the United States of America.

8.7      Unfunded Arrangement . The Executive and beneficiary are general unsecured creditors of the Company for the payment of benefits under this Agreement. The benefits represent the mere promise by the Company to pay such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Executive’s life is a general asset of the Company to which the Executive and beneficiary have no preferred or secured claim.

8.8        Recovery of Estate Taxes .   If the Executive’s gross estate for federal estate tax purposes includes any amount determined by reference to and on account of this Agreement, and if the
 
 
 

 

 
beneficiary is other than the Executive’s estate, then the Executive’s estate shall be entitled to recover from the beneficiary receiving such benefit under the terms of the Agreement, an amount by which the total estate tax due by the Executive’s estate, exceeds the total estate tax which would have been payable if the value of such benefit had not been included in the Executive’s gross estate. If there is more than one person receiving such benefit, the right of recovery shall be against each such person. In the event the beneficiary has a liability hereunder, the beneficiary may petition the Company for a lump sum payment in an amount not to exceed the beneficiary’s liability hereunder.

8.9     Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein.

8.10     Administration. The Company shall have powers which are necessary to administer this Agreement, including but not limited to:

8.10.1       Interpreting the provisions of the Agreement;

8.10.2       Establishing and revising the method of accounting for the Agreement;

8.10.3       Maintaining a record of benefit payments; and

8.10.4       Establishing rules and prescribing any forms necessary or desirable to administer the Agreement.

8.11     N amed Fiduciary. For purposes of the Employee Retirement Income Security Act of 1974, if applicable, the Company shall be the named fiduciary and plan administrator under the Agreement. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities of the plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.

IN WITNESS WHEREOF, the Executive and a duly authorized Company officer have signed this Agreement.
             
EXECUTIVE:   COMPANY:
       
    PEOPLESBANK, A CODORUS VALLEY CO.
       
/s/ Larry J. Miller       By: /s/ Barry A. Keller  
Larry J. Miller     Barry A. Keller
       
    Title:  Chairman of the Board of Directors  
 
 
 

 

 
BENEFICIARY DESIGNATION

PEOPLESBANK, A CODORUS VALLEY COMPANY
 SALARY CONTINUATION AGREEMENT

Larry J. Miller
 
I designate the following as beneficiary of any death benefits under this Salary Continuation Agreement:
 
Primary:
   
 
Contingent:
   
 
Note: To name a trust as beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement.

I understand that I may change these beneficiary designations by filing a new written designation with the Company. I further understand that the designations will be automatically revoked if the beneficiary predeceases me, or, if I have named my spouse as beneficiary and our marriage is subsequently dissolved.
 
Signature:  /s/ Larry J. Miller  
 
Date:  October 1, 1998  
 
Accepted by the Company this 1 st day of October , 1998.
 
By:    /s/ Barry A. Keller  
  Barry A. Keller  
 
Title: 
  Chairman of the Board of Directors
 
 
 
 

 


Peoplesbank, A Codorus Valley Company
Larry J. Miller
Salary Continuation Plan – Schedule A

           
Early
     
Early
     
Disability
 
           
Termination
 
Vested
 
Termination
 
Change of Control
 
Annual Benefit
 
Plan
 
Benefit
 
Accrual
 
Vesting
 
Accrual
 
Annual Benefit
 
Annual Benefit
 
Payable
 
Year
 
Level
 
Balance
 
Schedule
 
Balance
 
Payable at 60
 
Payable at 60
 
Immediately
 
1
 
100,000
 
45,448
 
100.00%
 
45,448
 
11,876
 
100,000
 
4,562
 
2
 
100,000
 
94,668
 
100.00%
 
94,668
 
22,842
 
100,000
 
9,502
 
3
 
100,000
 
147,974
 
100.00%
 
147,974
 
32,967
 
100,000
 
14,853
 
4
 
100,000
 
205,703
 
100.00%
 
205,703
 
42,317
 
100,000
 
20,647
 
5
 
100,000
 
268,225
 
100.00%
 
268,225
 
50,950
 
100,000
 
26,922
 
6
 
100,000
 
335,935
 
100.00%
 
335,935
 
58,921
 
100,000
 
33,719
 
7
 
100,000
 
409,265
 
100.00%
 
409,265
 
66,281
 
100,000
 
41,079
 
8
 
100,000
 
488,682
 
100.00%
 
488,682
 
73,078
 
100,000
 
49,050
 
9
 
100,000
 
574,691
 
100.00%
 
574,691
 
79,353
 
100,000
 
57,683
 
10
 
100,000
 
667,838
 
100.00%
 
667,838
 
85,147
 
100,000
 
67,033
 
11
 
100,000
 
768,716
 
100.00%
 
768,716
 
90,498
 
100,000
 
77,158
 
12
 
100,000
 
877,967
 
100.00%
 
877,967
 
95,438
 
100,000
 
88,124
 
13
 
100,000
 
996,286
 
100.00%
 
996,286
 
100,000
 
100,000
 
100,000
 
 
 

 

EXHIBIT 10.7

 

PEOPLESBANK, A CODORUS VALLEY COMPANY
SALARY CONTINUATION AGREEMENT

THIS AGREEMENT is made this 1 st day of October , 1998, by and between PEOPLESBANK, A CODORUS VALLEY COMPANY, a Pennsylvania state bank located in York, Pennsylvania (the “Company”) and a wholly owned subsidiary of Codorus Valley Bancorp, Inc. (The “Corporation”) and HARRY R. SWIFT (the “Executive”).

INTRODUCTION

To encourage the Executive to remain an employee of the Company, the Company is willing to provide salary continuation benefits to the Executive. The Company will pay the benefits from its general assets.

AGREEMENT
 
The Executive and the Company agree as follows:

Article 1
Definitions

1.1 Definitions . Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

1.1.1 “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 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.

1.1.2      “ Date of Change of Control ” means any of the following:

(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 Company’s voting securities; or

(b)        the date of the transfer of all or substantially all of the Company or Company’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 Incumbent Board of Directors of the Bank ceased to be a majority thereof. For these purposes, “Incumbent Board” means the members of the Board of Directors of the Company on the effective date of the Plan, provided that any person becoming a member of the Board of Directors subsequent to such effective date, whose election was approved by a vote of at least three-quarters of the members of the Board of Directors comprising the Incumbent Board, or whose nomination for election by members or stockholders was approved by the same nominating committee serving under an Incumbent Board, shall be considered as though he were a member of the Incumbent Board.

1.1.3 “ Code ” means the Internal Revenue Code of 1986, as amended.

1.1.4 “ Disability ” means, if the Executive is covered by a Company sponsored disability policy, total disability as defined in such policy without regard to any waiting period. If the Executive is not covered by such a policy, Disability means the Executive suffering a sickness, accident or injury which, in the judgment of a physician satisfactory to the Company, prevents the Executive from performing substantially all of the Executive’s normal duties for the Company. As a condition to any benefits, the Company may require the Executive to submit to such physical or mental evaluations and tests as the Company’s Board of Directors deems appropriate.

1.1.5 “Early Termination” means the Termination of Employment before Normal Retirement Age for reasons other than death, Disability, Termination for Cause or following a Change of Control.

1.1.6 “ Early Termination Date ” means the month, day and year in which Early Termination occurs.
 
 
 

 

 
1.1.7 “ Normal Retirement Age ” means the Executive’s 65th birthday.

1.1.8 “ Normal Retirement Date ” means the later of the Normal Retirement Age or Termination of Employment.

1.1.9      “ Plan Year ” means a twelve-month period commencing on October 1 st and ending on September 30th of each year. The initial Plan Year shall commence on the effective date of this Agreement.

1.1.10    “ Termination for Cause ” See Section 5.2.

1.1.11    “ Termination of Employment ” means that the Executive ceases to be employed by the Company for any reason whatsoever other than by reason of a leave of absence which is approved by the Company. For purposes of this Agreement, if there is a dispute over the employment status of the Executive or the date of the Executive’s Termination of Employment, the Company shall have the sole and absolute right to decide the dispute.

Article 2
Lifetime Benefits

2.1  Normal Retirement Benefit . Upon Termination of Employment on or after the Normal Retirement Age   for reasons other than death, the Company shall pay to the Executive the benefit described in this Section 2.1 in lieu of any other benefit under this Agreement.

2.1.1 Amount of Benefit . The annual benefit under this Section 2.1 is $75,000 (Seventy-Five Thousand Dollars and no/100). The Company’s Board of Directors, in its sole discretion, may increase the annual benefit under this Section 2.1.1; however, any increase shall require the recalculation of Schedule A.

2.1.2       Payment of Benefit . The Company shall pay the annual benefit to the Executive in 12 equal monthly installments payable on the first day of each month commencing with the month following the Executive’s Normal Retirement Date and continuing for 179 additional months.

2.1.3       Benefit Increases . Commencing on the first anniversary of the first benefit payment, and continuing on each subsequent anniversary, the Company’s Board of Directors, in its sole discretion, may increase the benefit.
 
 
 

 

 
2.2     Early Termination Benefit . Upon Early Termination, the Company shall pay to the Executive the benefit described in this Section 2.2 in lieu of any other benefit under this Agreement.

2.2.1       Amount of Benefit . The benefit under this Section 2.2 is the Early Termination Annual Benefit amount set forth in Schedule A for the Plan Year ending immediately prior to the Early Termination Date. However, any increase in the annual benefit under Section 2.1.1 shall require the recalculation of the Early Termination benefit on Schedule A. The Early Termination Annual Benefit amount is determined by calculating a fixed annuity which is payable in 180 equal monthly installments, crediting interest on the unpaid balance of the Accrual Balance at an annual rate of 8.0%, compounded monthly.

2.2.2  Payment of Benefit . The Company shall pay the annual benefit to the Executive in 12 equal monthly installments payable on the first day of each month commencing with the month following the Normal Retirement Age and continuing for 179 additional months.

2.2.3  Benefit Increases . Benefit payments may be increased as provided in Section 2.1.3.

2.3            Disability Benefit. If the Executive terminates employment due to Disability prior to Normal Retirement Age, the Company shall pay to the Executive the benefit described in this Section 2.3 in lieu of any other benefit under this Agreement, provided however, in the event the Company determines (1) the Executive could have been Terminated for Cause as provided in Section 5.2 for conduct or omissions occurring during the term of employment or (2) the Executive has violated the restrictive covenant set forth in Section 5.3, the Company shall have no obligation to make future payments as of the date of the Company’s determination.

2.3.1  Amount of Benefit. The benefit under this Section 2.3 is the Disability Annual Benefit amount set forth in Schedule A for the Plan Year ending immediately prior to the date in which the Termination of Employment occurs. However, any increase in the annual benefit under Section 2.1.1 would require the recalculation of the Disability benefit on Schedule A. The Disability Annual Benefit amount is determined by calculating a fixed annuity which is payable in 180 equal monthly installments, crediting interest on the unpaid balance of the Accrual Balance at an annual rate of 8.0%, compounded monthly.

2.3.2  Payment of Benefit. The Company shall pay the annual benefit amount to the Executive in 12 equal monthly installments payable on the first day of each month commencing with the month following the Termination of Employment   and continuing for 179 additional months.

2.3.3       Benefit Increases . Benefit payments may be increased as provided in Section 2.1.3.
 
 
 

 

 
2.4   Change of Control Benefit . Following the Date of Change of Control, the Executive shall be entitled to the benefit described in this Section 2.4 in lieu of any other benefit under this Agreement.
 
 2.4.1  Amount of Benefit. The annual benefit under this Section 2.4 is the Normal Retirement Benefit amount described in Section 2.1.1.
 
 2.4.2       Payment of Benefit .   The Company shall pay the annual benefit amount to the Executive in 12 equal monthly installments payable on the first day of each month commencing with the month following the Executive’s Normal Retirement Date and continuing for 179 additional months.

 2.4.3       Benefit Increases . Benefit payments may be increased as provided in Section 2.1.3.

Article 3
Death Benefits

3.1   Death During Active Service . If the Executive dies while in the active service of the Company, the Company shall pay to the Executive’s beneficiary the benefit described in this Section 3.1. This benefit shall be paid in lieu of the Lifetime Benefits of Article 2.

 3.1.1  Amount of Benefit . The annual benefit under this Section 3.1 is the Normal Retirement Benefit amount described in Section 2.1.1.

 3.1.2  Payment of Benefit . The Company shall pay the annual benefit to the beneficiary in 12 equal monthly installments payable on the first day of each month commencing with the month following the Executive’s death and continuing for 179 additional months.

 3.2 Death During Benefit Period . If the Executive dies after the benefit payments have commenced under this Agreement but before receiving all such payments, the Company shall pay the remaining benefits to the Executive’s beneficiary at the same time and in the same amounts they would have been paid to the Executive had the Executive survived.

 3.3 Death After Termination of Employment But Before Benefit Payments Commence.   If the Executive is entitled to benefit payments under this Agreement, but dies prior to the commencement of said benefit payments, the Company shall pay the benefit payments to the Executive’s beneficiary that the Executive was entitled to prior to death except that the benefit payments shall commence on the first day of the month following the date of the Executive’s death.
 
 
 

 

 
Article 4
Beneficiaries

4.1   Beneficiary Designations . The Executive shall designate a beneficiary by filing a written designation with the Company. The Executive may revoke or modify the designation at any time by filing a new designation. However, designations will only be effective if signed by the Executive and accepted by the Company during the Executive’s lifetime. The Executive’s beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Executive, or if the Executive names a spouse as beneficiary and the marriage is subsequently dissolved. If the Executive dies without a valid beneficiary designation, all payments shall be made to the Executive’s estate.
 
4.2   Facility of Payment . If a benefit is payable to a minor, to a person declared incapacitated, or to a person incapable of handling the disposition of his or her property, the Company may pay such benefit to the guardian, legal representative or person having the care or custody of such minor, incapacitated person or incapable person. The Company may require proof of incapacity, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Company from all liability with respect to such benefit.

Article 5
General Limitations

5.1 Excess Parachute Payment . Notwithstanding any provision of this Agreement to the contrary, the Company shall not pay any benefit under this Agreement to the extent the benefit would be a prohibited golden parachute payment pursuant to 12 C.F.R. § 359.2 and for which the appropriate federal banking agency has not given written consent to pay pursuant to 12 C.F.R. § 359.4.

5.2 Termination for Cause . Notwithstanding any provision of this Agreement to the contrary, the Company shall not pay any benefit under this Agreement if the Company terminates the Executive’s employment for:

(a)        Gross negligence or gross neglect of duties;

(b)        Commission of a felony or of a gross misdemeanor involving moral turpitude; or

(c)         Fraud, disloyalty, dishonesty or willful violation of any significant law or significant Company policy committed in connection with the Executive’s employment and resulting in a material adverse effect on the Company.
 
 
 

 

 
  5.2.1      
Removal . Notwithstanding any provision of this Agreement to the contrary, the Company shall not pay any benefit under this Agreement if the Executive is subject to a final removal or prohibition order issued by an appropriate federal banking agency pursuant to Section 8(e) of the Federal Deposit Insurance Act or by the Pennsylvania Department of Banking pursuant to state law.
 
5.3      Competition After Termination of Employment . No benefits shall be payable if the Executive, without the prior written consent of the Company, violates the following described restrictive covenants.
 
  5.3.1      
Non-compete Provision . The Executive shall not, for a period of three (3) years after termination either directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of one percent (1%) or less in the stock of a publicly traded company):
 
    (i)           
become employed by, participate in, or be connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the Executive’s responsibilities will include providing banking or other financial services in York County or within fifty (50) mile of any office maintained by the Company as of the date of the termination of the Executive’s employment or if the Executive regularly conducts business in or from an office or branch in York County or any other county or city in which the Company has an office or branch as of the date of the termination of the Executive’s employment; or

  (ii)          
participate in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Company during the three (3) year period immediately prior to the termination of the Executive’s employment; or
 
   (iii)         
assist, advise, or serve in any capacity, representative or otherwise, any third party in any action against the Company or transaction involving the Company; or
 
   (iv)         
sell, offer to sell, provide banking or other financial services, assist any other person in selling or providing banking or other financial services, or solicit or otherwise compete for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the services performed or products sold by the Company (the preceding
 
 
 

 

 
 
hereinafter referred to as “Services”), to or from any person or entity from whom the Executive or the Company provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to the termination of the Executive’s employment; or

   (v)          
divulge, disclose, or communicate to others in any manner whatsoever, any confidential information of the Company, including, but not limited to, the names and addresses of customers of the Company, as they may have existed from time to time or of any of the Company’s prospective customers, work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the Company, earnings or other information concerning the Company. The restrictions contained in this subparagraph (v) apply to all information regarding the Company, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, the terms of this subparagraph (v) shall not be limited to the three (3) year restriction set forth above and all information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Executive.

    (vi)         
The restriction set forth in this Agreement shall not prohibit the Executive from engaging in the private practice of law after a Termination of Employment.
 
  5.3.2      
Judicial Remedies . In the event of a breach or threatened breach by the Executive of any provision of these restrictions, the Executive recognizes the substantial and immediate harm that a breach or threatened breach will impose upon the Company, and further recognizes that in such event monetary damages may be inadequate to fully protect the Company. Accordingly, in the event of a breach or threatened breach of this Agreement, the Executive consents to the Company’s entitlement to such ex parte , preliminary, interlocutory, temporary or permanent injunctive, or any other equitable relief, protecting and fully enforcing the Company’s rights hereunder and preventing the Executive from further breaching any of his obligations set forth herein. The Executive expressly waives any requirement, based on any statute, rule of procedure, or other source, that the Company post a bond as a condition of obtaining any of the above-described remedies. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to the Company at law or in equity for such breach or threatened breach, including the recovery of damages from the Executive. The Executive expressly acknowledges and agrees that: (i) the restrictions set forth in Section 5.3.1 are reasonable, in terms of scope, duration, geographic area, and otherwise, (ii) the protections afforded the Company in Section 5.3.1 are necessary to protect its legitimate business interest,
 
 
 

 

 
 
(iii) the restrictions set forth in Section 5.3.1 will not be materially adverse to the Executive’s employment with the Company, and (iv) his agreement to observe such restrictions forms a material part of the consideration for this Agreement.
 
  5.3.3      
Overbreadth of Restrictive Covenant. It is the intention of the parties that if any restrictive covenant in this Agreement is determined by a court of competent jurisdiction to be overly broad, then the court should enforce such restrictive covenant to the maximum extent permitted under the law as to area, breadth and duration.
 
Article 6
Claims and Review Procedures

6.1 Claims Procedure . The Company shall notify any person or entity that makes a claim against the Agreement (the “Claimant”) in writing, within ninety (90) days of Claimant’s written application for benefits, of his or her eligibility or noneligibility for benefits under the Agreement. If the Company determines that the Claimant is not eligible for benefits or full benefits, the notice shall set forth (1) the specific reasons for such denial, (2) a specific reference to the provisions of the Agreement on which the denial is based, (3) a description of any additional information or material necessary for the Claimant to perfect his or her claim, and a description of why it is needed, and (4) an explanation of the Agreement’s claims review procedure and other appropriate information as to the steps to be taken if the Claimant wishes to have the claim reviewed. If the Company determines that there are special circumstances requiring additional time to make a decision, the Company shall notify the Claimant of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional ninety-day period.

6.2 Review Procedure . If the Claimant is determined by the Company not to be eligible for benefits, or if the Claimant believes that he or she is entitled to greater or different benefits, the Claimant shall have the opportunity to have such claim reviewed by the Company by filing a petition for review with the Company within sixty (60) days after receipt of the notice issued by the Company. Said petition shall state the specific reasons which the Claimant believes entitle him or her to benefits or to greater or different benefits. Within sixty (60) days after receipt by the Company of the petition, the Company shall afford the Claimant (and counsel, if any) an opportunity to present his or her position to the Company orally or in writing, and the Claimant (or counsel) shall have the right to review the pertinent documents. The Company shall notify the Claimant of its decision in writing within the sixty-day period, stating specifically the basis of its decision, written in a manner calculated to be understood by the Claimant and the specific provisions of the Agreement on which the decision is based. If, because of the need for a hearing, the sixty-day period is not sufficient, the decision may be deferred for up to another sixty-day period at the election of the Company, but notice of this deferral shall be given to the Claimant.
 
 
 

 

 
Article 7
Amendments and Termination

This Agreement may be amended or terminated only by a written agreement signed by the Company and the Executive.

Article 8
Miscellaneous

8.1   Binding Effect . This Agreement shall bind the Executive and the Company, and their beneficiaries, survivors, executors, successors, administrators and transferees.

8.2   No Guarantee of Employment . This Agreement is not an employment policy or contract. It does not give the Executive the right to remain an employee of the Company, nor does it interfere with the Company’s right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere with the Executive’s right to terminate employment at any time.

8.3          Non-Transferability . Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

8.4          Reorganization. The Company shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets to another company, firm, or person unless such succeeding or continuing company, firm, or person agrees to assume and discharge the obligations of the Company under this Agreement. Upon the occurrence of such event, the term “Company” as used in this Agreement shall be deemed to refer to the successor or survivor company.

8.5          Tax Withholding . The Company shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement.

8.6   Applicable Law . The Agreement and all rights hereunder shall be governed by the laws of the Commonwealth of Pennsylvania, except to the extent preempted by the laws of the United States of America.

8.7          Unfunded Arrangement . The Executive and beneficiary are general unsecured creditors of the Company for the payment of benefits under this Agreement. The benefits represent the mere promise by the Company to pay such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Executive’s life is a general asset of the Company to which the Executive and beneficiary have no preferred or secured claim.
 
 
 

 

 
8.8   Recovery of Estate Taxes .   If the Executive’s gross estate for federal estate tax purposes includes any amount determined by reference to and on account of this Agreement, and if the
 
 
 

 

 
beneficiary is other than the Executive’s estate, then the Executive’s estate shall be entitled to recover from the beneficiary receiving such benefit under the terms of the Agreement, an amount by which the total estate tax due by the Executive’s estate, exceeds the total estate tax which would have been payable if the value of such benefit had not been included in the Executive’s gross estate. If there is more than one person receiving such benefit, the right of recovery shall be against each such person. In the event the beneficiary has a liability hereunder, the beneficiary may petition the Company for a lump sum payment in an amount not to exceed the beneficiary’s liability hereunder.

8.9          Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein.

8.10         Administration. The Company shall have powers which are necessary to administer this Agreement, including but not limited to:

8.10.1            Interpreting the provisions of the Agreement;

8.10.2            Establishing and revising the method of accounting for the Agreement;

8.10.3            Maintaining a record of benefit payments; and

8.10.4            Establishing rules and prescribing any forms necessary or desirable to administer the Agreement.

8.11 Named Fiduciary. For purposes of the Employee Retirement Income Security Act of 1974, if applicable, the Company shall be the named fiduciary and plan administrator under the Agreement. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities of the plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.

IN WITNESS WHEREOF, the Executive and a duly authorized Company officer have signed this Agreement.
           
EXECUTIVE:   COMPANY:  
         
    PEOPLESBANK, A CODORUS VALLEY CO.
         
/s/ Harry R. Swift   By: /s/ Barry A. Keller  
Harry R. Swift     Barry A. Keller  
         
    Title:    Chairman of the Board of Directors  
 
 
 

 

 
BENEFICIARY DESIGNATION

PEOPLESBANK, A CODORUS VALLEY COMPANY
 SALARY CONTINUATION AGREEMENT

Harry R. Swift

I designate the following as beneficiary of any death benefits under this Salary Continuation Agreement:
       
Primary:    
     
Contingent:    

Note:
To name a trust as beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement.

I understand that I may change these beneficiary designations by filing a new written designation with the Company. I further understand that the designations will be automatically revoked if the beneficiary predeceases me, or, if I have named my spouse as beneficiary and our marriage is subsequently dissolved.
           
Signature:   /s/Harry R. Swift    
           
Date: 10-1-98    
           
Accepted by the Company this 1 st day of October , 1998.
 
           
By:   /s/ Barry A. Keller    
   Barry A. Keller    
           
Title:   Chairman of the Board of Directors    
 
 
 

 

 
Peoplesbank, A Codorus Valley Company
Harry R. Swift
Salary Continuation Plan – Schedule A

           
Early
     
Early
     
Disability
 
           
Termination
 
Vested
 
Termination
 
Change of Control
 
Annual Benefit
 
Plan
 
Benefit
 
Accrual
 
Vesting
 
Accrual
 
Annual Benefit
 
Annual Benefit
 
Payable
 
Year
 
Level
 
Balance
 
Schedule
 
Balance
 
Payable at 65
 
Payable at 65
 
Immediately
 
1
 
75,000
 
23,530
 
100.00%
 
23,530
 
8,239
 
75,000
 
2,698
 
2
 
75,000
 
49,013
 
100.00%
 
49,013
 
15,847
 
75,000
 
5,621
 
3
 
75,000
 
76,611
 
100.00%
 
76,611
 
22,872
 
75,000
 
8,786
 
4
 
75,000
 
106,500
 
100.00%
 
106,500
 
29,359
 
75,000
 
12,213
 
5
 
75,000
 
138,869
 
100.00%
 
138,869
 
35,348
 
75,000
 
15,925
 
6
 
75,000
 
173,926
 
100.00%
 
173,926
 
40,879
 
75,000
 
19,945
 
7
 
75,000
 
211,891
 
100.00%
 
211,891
 
45,985
 
75,000
 
24,299
 
8
 
75,000
 
253,008
 
100.00%
 
253,008
 
50,701
 
75,000
 
29,015
 
9
 
75,000
 
297,538
 
100.00%
 
297,538
 
55,055
 
75,000
 
34,121
 
10
 
75,000
 
345,763
 
100.00%
 
345,763
 
59,075
 
75,000
 
39,652
 
11
 
75,000
 
397,992
 
100.00%
 
397,992
 
62,787
 
75,000
 
45,641
 
12
 
75,000
 
454,555
 
100.00%
 
454,555
 
66,214
 
75,000
 
52,128
 
13
 
75,000
 
515,813
 
100.00%
 
515,813
 
69,379
 
75,000
 
59,153
 
14
 
75,000
 
582,155
 
100.00%
 
582,155
 
72,302
 
75,000
 
66,761
 
15
 
75,000
 
654,004
 
100.00%
 
654,004
 
75,000
 
75,000
 
75,000
 
 
 

 

 

EXHIBIT 10.8

 

PEOPLESBANK, A CODORUS VALLEY COMPANY
SALARY CONTINUATION AGREEMENT
 
THIS AGREEMENT is made this 1 st   day of October , 1998, by and between PEOPLESBANK, A CODORUS VALLEY COMPANY, a Pennsylvania state bank located in York, Pennsylvania (the “Company”) and a wholly owned subsidiary of Codorus Valley Bancorp, Inc., (the “Corporation”) and JANN ALLEN WEAVER (the “Executive”).
 
INTRODUCTION

To encourage the Executive to remain an employee of the Company, the Company is willing to provide salary continuation benefits to the Executive. The Company will pay the benefits from its general assets.

AGREEMENT

The Executive and the Company agree as follows:

Article 1
Definitions

1.1 Definitions . Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

1.1.1 “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 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.

1.1.2 “ Date of Change of Control ” means any of the following:

(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 Company’s voting securities; or

(b)        the date of the transfer of all or substantially all of the Company or Company’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 Incumbent Board of Directors of the Bank ceased to be a majority thereof. For these purposes, “Incumbent Board” means the members of the Board of Directors of the Company on the effective date of the Plan, provided that any person becoming a member of the Board of Directors subsequent to such effective date, whose election was approved by a vote of at least three-quarters of the members of the Board of Directors comprising the Incumbent Board, or whose nomination for election by members or stockholders was approved by the same nominating committee serving under an Incumbent Board, shall be considered as though he were a member of the Incumbent Board.

1.1.3 “ Code ” means the Internal Revenue Code of 1986, as amended.

1.1.4 “ Disability ” means, if the Executive is covered by a Company sponsored disability policy, total disability as defined in such policy without regard to any waiting period. If the Executive is not covered by such a policy, Disability means the Executive suffering a sickness, accident or injury which, in the judgment of a physician satisfactory to the Company, prevents the Executive from performing substantially all of the Executive’s normal duties for the Company. As a condition to any benefits, the Company may require the Executive to submit to such physical or mental evaluations and tests as the Company’s Board of Directors deems appropriate.

1.1.5 “Early Termination” means the Termination of Employment before Normal Retirement Age for reasons other than death, Disability, Termination for Cause or following a Change of Control.

1.1.6 “ Early Termination Date ” means the month, day and year in which Early Termination occurs.
 
 
 

 

 
1.1.7      “ Normal Retirement Age ” means the Executive’s 65th birthday.

1.1.8      “ Normal Retirement Date ” means the later of the Normal Retirement Age or Termination of Employment.

1.1.9      “ Plan Year ” means a twelve-month period commencing on October 1st and ending on September 30 th of each year. The initial Plan Year shall commence on the effective date of this Agreement.

1.1.10    “ Termination for Cause ” See Section 5.2.

1.1.11    “ Termination of Employment ” means that the Executive ceases to be employed by the Company for any reason whatsoever other than by reason of a leave of absence which is approved by the Company. For purposes of this Agreement, if there is a dispute over the employment status of the Executive or the date of the Executive’s Termination of Employment, the Company shall have the sole and absolute right to decide the dispute.

Article 2
Lifetime Benefits

2.1 Normal Retirement Benefit . Upon Termination of Employment on or after the Normal Retirement Age   for reasons other than death, the Company shall pay to the Executive the benefit described in this Section 2.1 in lieu of any other benefit under this Agreement.

2.1.1 Amount of Benefit . The annual benefit under this Section 2.1 is $55,000 (Fifty-Five Thousand Dollars and no/100). The Company’s Board of Directors, in its sole discretion, may increase the annual benefit under this Section 2.1.1; however, any increase shall require the recalculation of Schedule A.

2.1.2       Payment of Benefit . The Company shall pay the annual benefit to the Executive in 12 equal monthly installments payable on the first day of each month commencing with the month following the Executive’s Normal Retirement Date and continuing for 179 additional months.

2.1.3       Benefit Increases . Commencing on the first anniversary of the first benefit payment, and continuing on each subsequent anniversary, the Company’s Board of Directors, in its sole discretion, may increase the benefit.
 
 
 

 

 
2.2 Early Termination Benefit . Upon Early Termination, the Company shall pay to the Executive the benefit described in this Section 2.2 in lieu of any other benefit under this Agreement.

2.2.1       Amount of Benefit . The benefit under this Section 2.2 is the Early Termination Annual Benefit amount set forth in Schedule A for the Plan Year ending immediately prior to the Early Termination Date. However, any increase in the annual benefit under Section 2.1.1 shall require the recalculation of the Early Termination benefit on Schedule A. The Early Termination Annual Benefit amount is determined by calculating a fixed annuity which is payable in 180 equal monthly installments, crediting interest on the unpaid balance of the Accrual Balance at an annual rate of 8.0%, compounded monthly.

2.2.2  Payment of Benefit . The Company shall pay the annual benefit to the Executive in 12 equal monthly installments payable on the first day of each month commencing with the month following the Normal Retirement Age and continuing for 179 additional months.

2.2.3  Benefit Increases . Benefit payments may be increased as provided in Section 2.1.3.

2.3 Disability Benefit. If the Executive terminates employment due to Disability prior to Normal Retirement Age, the Company shall pay to the Executive the benefit described in this Section 2.3 in lieu of any other benefit under this Agreement, provided however, in the event the Company determines (1) the Executive could have been Terminated for Cause as provided in Section 5.2 for conduct or omissions occurring during the term of employment or (2) the Executive has violated the restrictive covenant set forth in Section 5.3, the Company shall have no obligation to make future payments as of the date of the Company’s determination.

2.3.1  Amount of Benefit. The benefit under this Section 2.3 is the Disability Annual Benefit amount set forth in Schedule A for the Plan Year ending immediately prior to the date in which the Termination of Employment occurs. However, any increase in the annual benefit under Section 2.1.1 would require the recalculation of the Disability benefit on Schedule A. The Disability Annual Benefit amount is determined by calculating a fixed annuity which is payable in 180 equal monthly installments, crediting interest on the unpaid balance of the Accrual Balance at an annual rate of 8.0%, compounded monthly.

2.3.2  Payment of Benefit. The Company shall pay the annual benefit amount to the Executive in 12 equal monthly installments payable on the first day of each month commencing with the month following the Termination of Employment   and continuing for 179 additional months.

2.3.3       Benefit Increases . Benefit payments may be increased as provided in Section 2.1.3.
 
 
 

 


2.4      Change of Control Benefit . Following a Date of Change of Control, the Executive shall be entitled to the benefit described in this Section 2.4 in lieu of any other benefit under this Agreement.

2.4.1  Amount of Benefit. The annual benefit under this Section 2.4 is the Change of Control Annual Benefit amount set forth in Schedule A for the Plan Year ending immediately prior to the date on which the Change of Control occurs. However, any increase in the annual benefit under Section 2.1.1 would require the recalculation of the Change of Control benefit on Schedule A. The Change of Control benefit amount is determined by calculating a fixed annuity which is payable in 180 equal monthly installments, crediting interest on the unpaid balance of the Accrual Balance at an annual rate of 8.0%, compounded monthly.

2.4.2       Payment of Benefit .   The Company shall pay the annual benefit amount to the Executive in 12 equal monthly installments payable on the first day of each month commencing with the month following the Executive’s Normal Retirement Date and continuing for 179 additional months.

2.4.3       Benefit Increases . Benefit payments may be increased as provided in Section 2.1.3.

Article 3
Death Benefits

3.1 Death During Active Service . If the Executive dies while in the active service of the Company, the Company shall pay to the Executive’s beneficiary the benefit described in this Section 3.1. This benefit shall be paid in lieu of the Lifetime Benefits of Article 2.

3.1.1  Amount of Benefit . The annual benefit under this Section 3.1 is the Normal Retirement Benefit amount described in Section 2.1.1.

3.1.2  Payment of Benefit . The Company shall pay the annual benefit to the beneficiary in 12 equal monthly installments payable on the first day of each month commencing with the month following the Executive’s death and continuing for 179 additional months.

3.2             Death During Benefit Period . If the Executive dies after the benefit payments have commenced under this Agreement but before receiving all such payments, the Company shall pay the remaining benefits to the Executive’s beneficiary at the same time and in the same amounts they would have been paid to the Executive had the Executive survived.

3.3 Death After Termination of Employment But Before Benefit Payments Commence.   If the Executive is entitled to benefit payments under this Agreement, but dies prior to the commencement of said benefit payments, the Company shall pay the benefit payments to the Executive’s beneficiary
 
 
 

 

 
that the Executive was entitled to prior to death except that the benefit payments shall commence on the first day of the month following the date of the Executive’s death.

Article 4
Beneficiaries

4.1 Beneficiary Designations . The Executive shall designate a beneficiary by filing a written designation with the Company. The Executive may revoke or modify the designation at any time by filing a new designation. However, designations will only be effective if signed by the Executive and accepted by the Company during the Executive’s lifetime. The Executive’s beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Executive, or if the Executive names a spouse as beneficiary and the marriage is subsequently dissolved. If the Executive dies without a valid beneficiary designation, all payments shall be made to the Executive’s estate.
 
4.2 Facility of Payment . If a benefit is payable to a minor, to a person declared incapacitated, or to a person incapable of handling the disposition of his or her property, the Company may pay such benefit to the guardian, legal representative or person having the care or custody of such minor, incapacitated person or incapable person. The Company may require proof of incapacity, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Company from all liability with respect to such benefit.

Article 5
General Limitations

5.1         Excess Parachute Payment . Notwithstanding any provision of this Agreement to the contrary, the Company shall not pay any benefit under this Agreement to the extent the benefit would create an excise tax under the excess parachute rules of Section 280G of the Code or would be a prohibited golden parachute payment pursuant to 12 C.F.R. § 359.2 and for which the appropriate federal banking agency has not given written consent to pay pursuant to 12 C.F.R. § 359.4.

5.2         Termination for Cause . Notwithstanding any provision of this Agreement to the contrary, the Company shall not pay any benefit under this Agreement if the Company terminates the Executive’s employment for:

(a)           Gross negligence or gross neglect of duties;

(b)           Commission of a felony or of a gross misdemeanor involving moral turpitude; or

(c)           Fraud, disloyalty, dishonesty or willful violation of any significant law or significant Company policy committed in connection with the Executive’s employment and resulting in a material adverse effect on the Company.

 
 

 

 
5.2.1      
Removal. Notwithstanding any provision of this Agreement to the contrary, the Company shall not pay any benefit under this Agreement if the Executive is subject to a final removal or prohibition order issued by an appropriate federal banking agency pursuant to Section 8(e) of the Federal Deposit Insurance Act or by the Pennsylvania Department of Banking pursuant to state law.
 
5.3      Competition After Termination of Employment . No benefits shall be payable if the Executive, without the prior written consent of the Company, violates the following described restrictive covenants.
 
5.3.1      
Non-compete Provision . The Executive shall not, for a period of one (1) year after termination either directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of one percent (1%) or less in the stock of a publicly traded company):
 
 
(i)
become employed by, participate in, or be connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the Executive’s responsibilities will include providing banking or other financial services in York County or within twenty-five (25) miles of the Codorus Valley Corporate Center, 105 Leader Heights Road, York, PA as of the date of the termination of the Executive’s employment or if the Executive regularly conducts business in or from an office or branch in York County as of the date of the termination of the Executive’s employment; or
 
 
(ii)
participate in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Company during the one (1) year period immediately prior to the termination of the Executive’s employment; or
 
 
(iii)
assist, advise, or serve in any capacity, representative or otherwise, any third party in any action against the Company or transaction involving the Company; or
 
 
(iv)
sell, offer to sell, provide banking or other financial services, assist any other person in selling or providing banking or other financial services, or solicit or otherwise compete for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the
 
 
 

 

 
 
services performed or products sold by the Company (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Executive or the Company provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the one (1) year period immediately prior to the termination of the Executive’s employment; or
 
 
(v)
divulge, disclose, or communicate to others in any manner whatsoever, any confidential information of the Company, including, but not limited to, the names and addresses of customers of the Company, as they may have existed from time to time or of any of the Company’s prospective customers, work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the Company, earnings or other information concerning the Company. The restrictions contained in this subparagraph (v) apply to all information regarding the Company, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, the terms of this subparagraph (v) shall not be limited to the one (1) year restriction set forth above and all information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Executive.
 
5.3.2      
Judicial Remedies . In the event of a breach or threatened breach by the Executive of any provision of these restrictions, the Executive recognizes the substantial and immediate harm that a breach or threatened breach will impose upon the Company, and further recognizes that in such event monetary damages may be inadequate to fully protect the Company. Accordingly, in the event of a breach or threatened breach of this Agreement, the Executive consents to the Company’s entitlement to such ex parte , preliminary, interlocutory, temporary or permanent injunctive, or any other equitable relief, protecting and fully enforcing the Company’s rights hereunder and preventing the Executive from further breaching any of his obligations set forth herein. The Executive expressly waives any requirement, based on any statute, rule of procedure, or other source, that the Company post a bond as a condition of obtaining any of the above-described remedies. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to the Company at law or in equity for such breach or threatened breach, including the recovery of damages from the Executive. The Executive expressly acknowledges and agrees that: (i) the restrictions set forth in Section 5.3.1 are reasonable, in terms of scope, duration, geographic area, and otherwise, (ii) the protections afforded the Company in Section 5.3.1 are necessary to protect its legitimate business interest, (iii) the restrictions set forth in Section 5.3.1 will not be materially adverse to the
 
 
 

 

 
 
Executive’s employment with the Company, and (iv) his agreement to observe such restrictions forms a material part of the consideration for this Agreement.
 
5.3.3      
Overbreadth of Restrictive Covenant. It is the intention of the parties that if any restrictive covenant in this Agreement is determined by a court of competent jurisdiction to be overly broad, then the court should enforce such restrictive covenant to the maximum extent permitted under the law as to area, breadth and duration.
 
Article 6
Claims and Review Procedures

6.1 Claims Procedure . The Company shall notify any person or entity that makes a claim against the Agreement (the “Claimant”) in writing, within ninety (90) days of Claimant’s written application for benefits, of his or her eligibility or noneligibility for benefits under the Agreement. If the Company determines that the Claimant is not eligible for benefits or full benefits, the notice shall set forth (1) the specific reasons for such denial, (2) a specific reference to the provisions of the Agreement on which the denial is based, (3) a description of any additional information or material necessary for the Claimant to perfect his or her claim, and a description of why it is needed, and (4) an explanation of the Agreement’s claims review procedure and other appropriate information as to the steps to be taken if the Claimant wishes to have the claim reviewed. If the Company determines that there are special circumstances requiring additional time to make a decision, the Company shall notify the Claimant of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional ninety-day period.

6.2 Review Procedure . If the Claimant is determined by the Company not to be eligible for benefits, or if the Claimant believes that he or she is entitled to greater or different benefits, the Claimant shall have the opportunity to have such claim reviewed by the Company by filing a petition for review with the Company within sixty (60) days after receipt of the notice issued by the Company. Said petition shall state the specific reasons which the Claimant believes entitle him or her to benefits or to greater or different benefits. Within sixty (60) days after receipt by the Company of the petition, the Company shall afford the Claimant (and counsel, if any) an opportunity to present his or her position to the Company orally or in writing, and the Claimant (or counsel) shall have the right to review the pertinent documents. The Company shall notify the Claimant of its decision in writing within the sixty-day period, stating specifically the basis of its decision, written in a manner calculated to be understood by the Claimant and the specific provisions of the Agreement on which the decision is based. If, because of the need for a hearing, the sixty-day period is not sufficient, the decision may be deferred for up to another sixty-day period at the election of the Company, but notice of this deferral shall be given to the Claimant.
 
 
 

 

 
Article 7
Amendments and Termination

This Agreement may be amended or terminated only by a written agreement signed by the Company and the Executive.

Article 8
Miscellaneous

8.1 Binding Effect . This Agreement shall bind the Executive and the Company, and their beneficiaries, survivors, executors, successors, administrators and transferees.

8.2 No Guarantee of Employment . This Agreement is not an employment policy or contract. It does not give the Executive the right to remain an employee of the Company, nor does it interfere with the Company’s right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere with the Executive’s right to terminate employment at any time.

8.3           Non-Transferability . Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

8.4           Reorganization. The Company shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets to another company, firm, or person unless such succeeding or continuing company, firm, or person agrees to assume and discharge the obligations of the Company under this Agreement. Upon the occurrence of such event, the term “Company” as used in this Agreement shall be deemed to refer to the successor or survivor company.

8.5           Tax Withholding . The Company shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement.

8.6           Applicable Law . The Agreement and all rights hereunder shall be governed by the laws of the Commonwealth of Pennsylvania, except to the extent preempted by the laws of the United States of America.

8.7           Unfunded Arrangement . The Executive and beneficiary are general unsecured creditors of the Company for the payment of benefits under this Agreement. The benefits represent the mere promise by the Company to pay such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Executive’s life is a general asset of the Company to which the Executive and beneficiary have no preferred or secured claim.

8.8 Recovery of Estate Taxes .   If the Executive’s gross estate for federal estate tax purposes includes any amount determined by reference to and on account of this Agreement, and if the
 
 
 

 

 
beneficiary is other than the Executive’s estate, then the Executive’s estate shall be entitled to recover from the beneficiary receiving such benefit under the terms of the Agreement, an amount by which the total estate tax due by the Executive’s estate, exceeds the total estate tax which would have been payable if the value of such benefit had not been included in the Executive’s gross estate. If there is more than one person receiving such benefit, the right of recovery shall be against each such person. In the event the beneficiary has a liability hereunder, the beneficiary may petition the Company for a lump sum payment in an amount not to exceed the beneficiary’s liability hereunder.

8.9            Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein.

8.10           Administration. The Company shall have powers which are necessary to administer this Agreement, including but not limited to:

8.10.1     Interpreting the provisions of the Agreement;

8.10.2     Establishing and revising the method of accounting for the Agreement;

8.10.3     Maintaining a record of benefit payments; and

8.10.4     Establishing rules and prescribing any forms necessary or desirable to administer the Agreement.

8.11 Named Fiduciary. For purposes of the Employee Retirement Income Security Act of 1974, if applicable, the Company shall be the named fiduciary and plan administrator under the Agreement. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities of the plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.
 
IN WITNESS WHEREOF, the Executive and a duly authorized Company officer have signed this Agreement.
           
EXECUTIVE:   COMPANY:  
         
    PEOPLESBANK, A CODORUS VALLEY CO.
         
/s/ Jann Allen Weaver   By: /s/ Barry A. Keller  
      Barry A. Keller  
         
    Title:   Chairman of the Board of Directors  
 
 
 

 


BENEFICIARY DESIGNATION

PEOPLESBANK, A CODORUS VALLEY COMPANY
 SALARY CONTINUATION AGREEMENT

Jann A. Weaver

I designate the following as beneficiary of any death benefits under this Salary Continuation Agreement:
       
Primary:    
     
Contingent:    
     
 
Note:
To name a trust as beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement.
 
I understand that I may change these beneficiary designations by filing a new written designation with the Company. I further understand that the designations will be automatically revoked if the beneficiary predeceases me, or, if I have named my spouse as beneficiary and our marriage is subsequently dissolved.
           
Signature: /s/ Jann A. Weaver    
           
Date: 10-1-98    
           
Accepted by the Company this 1st day of October , 1998.
 
           
By:  /s/ Barry A. Keller    
  Barry A. Keller    
           
Title: Chairman of the Board of Directors    
 
 
 

 

 
Peoplesbank, A Codorus Valley Company
Jann A. Weaver
Salary Continuation Plan – Schedule A

           
Early
     
Early
     
Disability
 
           
Termination
 
Vested
 
Termination
 
Change of Control
 
Annual Benefit
 
Plan
 
Benefit
 
Accrual
 
Vesting
 
Accrual
 
Annual Benefit
 
Annual Benefit
 
Payable
 
Year
 
Level
 
Balance
 
Schedule
 
Balance
 
Payable at 65
 
Payable at 65
 
Immediately
 
1
 
55,000
 
13,828
 
100.00%
 
13,828
 
5,679
 
5,679
 
1,586
 
2
 
55,000
 
28,804
 
100.00%
 
28,804
 
10,924
 
10,924
 
3,303
 
3
 
55,000
 
45,023
 
100.00%
 
45,023
 
15,766
 
15,766
 
5,163
 
4
 
55,000
 
62,589
 
100.00%
 
62,589
 
20,237
 
20,237
 
7,178
 
5
 
55,000
 
81,612
 
100.00%
 
81,612
 
24,365
 
24,365
 
9,359
 
6
 
55,000
 
102,214
 
100.00%
 
102,214
 
28,177
 
28,177
 
11,722
 
7
 
55,000
 
124,526
 
100.00%
 
124,526
 
31,697
 
31,697
 
14,280
 
8
 
55,000
 
148,690
 
100.00%
 
148,690
 
34,947
 
34,947
 
17,051
 
9
 
55,000
 
174,859
 
100.00%
 
174,859
 
37,949
 
37,949
 
20,053
 
10
 
55,000
 
203,200
 
100.00%
 
203,200
 
40,720
 
40,720
 
23,303
 
11
 
55,000
 
233,894
 
100.00%
 
233,894
 
43,278
 
43,278
 
26,823
 
12
 
55,000
 
267,136
 
100.00%
 
267,136
 
45,641
 
45,641
 
30,635
 
13
 
55,000
 
303,136
 
100.00%
 
303,136
 
47,822
 
47,822
 
34,763
 
14
 
55,000
 
342,125
 
100.00%
 
342,125
 
49,837
 
49,837
 
39,234
 
15
 
55,000
 
384,349
 
100.00%
 
384,349
 
51,697
 
51,697
 
44,076
 
16
 
55,000
 
430,078
 
100.00%
 
430,078
 
53,414
 
53,414
 
49,321
 
15
 
55,000
 
479,603
 
100.00%
 
479,603
 
55,000
 
55,000
 
55,000
 
 
 

 

 

EXHIBIT 10.9

 

AMENDMENT TO SALARY CONTINUATION AGREEMENT
 
This Amendment to Salary Continuation Agreement (the “Amendment”) is made this 27th day of December, 2005, by and among PeoplesBank, A Codorus Valley Company, a Pennsylvania banking institution (the “Bank”), and a wholly owned subsidiary of Codorus Valley Bancorp, Inc., a Pennsylvania business corporation (the “Corporation”) and Larry J. Miller, an adult individual (the “Executive”).
 
WITNESSETH

WHEREAS , the Bank and the Executive entered into a certain Salary Continuation Agreement effective the 1 st day of October, 1998 (the “Salary Continuation Agreement”), which is attached hereto;
 
WHEREAS , as a result of action by the Board of Directors, the Bank and the Executive desire to amend the Salary Continuation Agreement provisions regarding the definition of “Change in Control” and “Change in Control Benefits,” which describes the payment of the Executive’s benefit following a Change in Control, and certain other provisions of the Salary Continuation Agreement;
 
WHEREAS , in recognition of the valued services provided by the Executive in the past to the Bank and the Corporation, the Bank desires to amend the Salary Continuation Agreement, 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 and the Executive agree as follows:
 
1.            The Amendment is incorporated into the Salary Continuation Agreement by the Bank, the Corporation and the Executive, in accordance with Article 7 of the Salary Continuation Agreement, entitled “Amendments and Termination.”
 
2.            All terms set forth in the Amendment shall be defined and interpreted by the definitions, construction and intent of the Salary Continuation Agreement and shall have the same meaning as therein provided unless the context clearly requires a different meaning.
 
3.            Section 1.1.1 of the Salary Continuation Agreement is hereby amended by deleting the existing definition of “Change in Control” in its entirety and by adding a new definition of “Change in Control” as follows:
 
1.1.1            CHANGE OF CONTROL . For purposes of this Agreement, the term “Change of Control” shall mean: a Change in the
 
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Ownership of the Corporation or the Bank, (as defined below), a Change in the Effective Control of the Corporation or the Bank (as defined below), or a Change in the Ownership of a Substantial Portion of the Assets of the Corporation or the Bank, (as defined below).
 
(a)            Change in the Ownership of the Corporation or the Bank . A Change in the Ownership of the Corporation or the Bank occurs on the date that any one person, or more than one person acting as a group (as defined below), acquires ownership of stock of the Corporation or the Bank that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of the Corporation or the Bank. However, if any one person, or more than one person acting as a group, is considered to own more than 50 percent of the total fair market value or total voting power of the stock of the Corporation or the Bank, the acquisition of additional stock by the same person or persons is not considered to cause a Change in the Ownership of the Corporation or the Bank. An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the Corporation or the Bank acquires its stock in exchange for property will be treated as an acquisition of stock for these purposes. A change in ownership of the Corporation or the Bank only occurs when there is a transfer or issuance of stock of the Corporation or the Bank and the stock remains outstanding after the transaction.
 
(b)            Change in Effective Control of the Corporation or the Bank . A Change in Effective Control of the Corporation or the Bank occurs only on the date that either:
 
(i)           Any one person, or more than one person acting as a group (as defined below), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Corporation or the Bank possessing 35 percent or more of the total voting power of the stock of the Corporation or the Bank; or
 
(ii)           A majority of members of the Corporation’s Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Corporation’s Board of Directors prior to the date of the appointment or election.
 
If any one person, or more than one person acting as a group, is considered to effectively control the Corporation or the Bank, the acquisition of additional control of the Corporation or the Bank by the
 
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same person or persons is not considered to cause a Change in the Effective Control of the Corporation or the Bank.
 
(c)            Change in Ownership of a Substantial Portion of the Corporation’s or the Bank’s Assets. A Change in Ownership of a Substantial Portion of the Corporation’s or the Bank’s Assets occurs on the date that any one person, or more than one person acting as a group (as defined below), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Corporation or the Bank that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the assets of the Corporation or the Bank immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of assets of the Corporation or the Bank, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.
 
There is no Change in Control under this Section 1.1.1 if there is a transfer of assets to an entity that is:
 
(i)           A shareholder of the Corporation or the Bank (immediately before the asset transfer) in exchange for or with respect to its stock;
 
(ii)          An entity, 50 percent or more of the total value or voting power of which is owned, directly or indirectly, by the Corporation or the Bank;
 
(iii)         A person, or more than one person acting as a group, that owns, directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding stock of the Corporation or the Bank; or
 
(iv)         An entity, at least 50 percent of the total value or voting power of which is owned, directly or indirectly, by a person described in (i), (ii) or (iii) above.
 
(d)          For purposes of this Section 1.1.1, persons will not be considered to be acting as a group solely because they purchase or own stock or purchase assets of the Corporation or the Bank at the same time. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of assets, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation only to the extent of the ownership in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.
 
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4.            Section 1.1.2 of the Salary Continuation Agreement is hereby amended by deleting the existing definition of “Date of Change of Control” in its entirety and by adding a new definition of “Date of Change of Control” as follows:
 
1.1.2        “Date of Change of Control” means the date on which a “Change of Control” event occurs under Section 1.1.1.
 
5.            Section 1.1.4 of the Salary Continuation Agreement is hereby amended by deleting the existing definition of “Disability” in its entirety and by adding a new definition of “Disability” as follows:
 
1.1.4        “Disability” means, if the Executive is covered by a Company sponsored disability policy, total disability as defined in such policy without regard to any waiting period, provided that the definition of disability applied under such policy complies with the requirement of Section 1.409A-3(g)(4) of the Treasury regulations. If the Executive is not covered by such policy, Disability means that the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. As a condition to any benefit, the Company may require the Executive to submit to such physical or mental evaluations and tests as the Company’s Board of Directors deems appropriate.
 
6.            Section 2.4 of the Salary Continuation Agreement is hereby amended to add a new subsection 2.4.4 “Excise Tax Matters” as follows:
 
2.4.4        Excise Tax Matters.
 
In the event that the amounts and benefits payable under this Section 2.4, when added to other amounts and benefits which may become payable to the Executive by the Corporation and/or Bank, are such that he becomes subject to the excise tax provisions of Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the Corporation and the Bank shall pay him such additional amount or amounts as will result in his retention (after the payment of all federal, state and local excise, employment, and income taxes on such payments and the value of such benefits) of a net amount equal to the net amount he would have retained had the initially calculated payments and benefits been subject only to income and employment taxation. For purposes of the preceding sentence, the Executive shall be deemed to be subject to the highest marginal federal, state and local tax rates. All calculations required to be made under this subparagraph shall be made by the Corporation’s independent certified public accountants, subject to the right of Executive’s representative to review the same. All such amounts required to be paid shall be paid at the time any withholding may be required under applicable law, and any additional amounts to which the
 
- 4 -

 

 

 
Executive may be entitled shall be paid or reimbursed no later than fifteen (15) days following confirmation of such amount by the Corporation’s accountants. In the event any amounts paid hereunder are subsequently determined to be in error because estimates were required or otherwise, the parties agree to reimburse each other to correct such error, as appropriate, and to pay interest thereon at the applicable federal rate (as determined under Code Section 1274A for the period of time such erroneous amount remained outstanding and unreimbursed). The parties recognize that the actual implementation of the provision of this subparagraph are complex and agree to deal with each other in good faith to resolve any questions or disagreements arising hereunder.
 
7.            Article 2 of the Salary Continuation Agreement is hereby amended by adding a new Section 2.5 to read as follows:
 
2.5         Key Employee. Notwithstanding anything in this Article to the contrary, in the event Executive is determined to be a Key Employee, as that term is defined in Section 409A of the Code and the regulations promulgated thereunder, payments to the Executive under Section 2.1 or 2.2 of this Agreement shall begin not earlier than the first day of the seventh month following termination of employment. For purposes of the foregoing, the date upon which a determination is made as to the Key Employee status of the Executive, the Indemnification Date (as defined in Section 409A of the Code and the regulations promulgated thereunder) shall be December 31.
 
8.            Article 5 of the Salary Continuation Agreement is hereby amended by adding a new Section 5.3.4 to read as follows:
 
5.3.4     Termination Following Change of Control. Notwithstanding the foregoing, it is the intention of the parties that the restrictions set forth in Sections 5.3.1(i). (ii), (iii) and (iv) shall not apply in the event Executive’s employment terminates following a Change of Control, as defined in the Agreement.
 
9.            Article 8 of the Salary Continuation Agreement is hereby amended by adding a new Section 8.12 to read as follows:
 
8.12        RABBI TRUST . The Corporation is establishing contemporaneously herewith a rabbi trust (the “Trust”), to which it is contributing an initial corpus of $100. In the event of a change of control as defined herein, the Corporation shall, in accordance with the terms of the Trust, contribute thereto the amount described in Section 1(e) thereof. Thereafter, amounts payable hereunder shall be paid first from the assets of such Trust and the income thereon. To the extent that the assets of the Trust and the income thereon are insufficient, the Corporation or any successor of the Corporation shall pay Executive the amount due hereunder.
 
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10.           In all other respects, the Salary Continuation Agreement, as amended above, is hereby ratified and confirmed by the Bank, the Corporation and the Executive All other provisions of the Salary Continuation Agreement shall remain in full force and effect as amended hereby.
 
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 :
 
PEOPLESBANK, A CODORUS VALLEY COMPANY
       
 /s/ Barbara J. Myers
 
By:
 /s/ Rodney L. Krebs  
 Secretary     Chairman of the Board
 
     
WITNESS:    
     
/s/ Matthew A. Clemens      /s/ Larry J, Miller  
    Larry J. Miller
 
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EXHIBIT 10.10

 

AMENDMENT TO SALARY CONTINUATION AGREEMENT

This Amendment to Salary Continuation Agreement (the “Amendment”) is made this 27th day of December, 2005, by and among PeoplesBank, A Codorus Valley Company, a Pennsylvania banking institution (the “Bank”), and a wholly owned subsidiary of Codorus Valley Bancorp, Inc., a Pennsylvania business corporation (the “Corporation”) and Harry R. Swift, an adult individual (the “Executive”).

WITNESSETH

WHEREAS , the Bank and the Executive entered into a certain Salary Continuation Agreement effective the 1 st day of October, 1998 (the “Salary Continuation Agreement”), which is attached hereto;
 
WHEREAS , as a result of action by the Board of Directors, the Bank and the Executive desire to amend the Salary Continuation Agreement provisions regarding the definition of “Change in Control” and “Change in Control Benefits,” which describes the payment of the Executive’s benefit following a Change in Control, and certain other provisions of the Salary Continuation Agreement;
 
WHEREAS , in recognition of the valued services provided by the Executive in the past to the Bank and the Corporation, the Bank desires to amend the Salary Continuation Agreement, 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 and the Executive agree as follows:
 
1.            The Amendment is incorporated into the Salary Continuation Agreement by the Bank, the Corporation and the Executive, in accordance with Article 7 of the Salary Continuation Agreement, entitled “Amendments and Termination.”
 
2.            All terms set forth in the Amendment shall be defined and interpreted by the definitions, construction and intent of the Salary Continuation Agreement and shall have the same meaning as therein provided unless the context clearly requires a different meaning.
 
3.            Section 1.1.1 of the Salary Continuation Agreement is hereby amended by deleting the existing definition of “Change in Control” in its entirety and by adding a new definition of “Change in Control” as follows:
 
1.1.1            CHANGE OF CONTROL . For purposes of this Agreement, the term “Change of Control” shall mean: a Change in the
 
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Ownership of the Corporation or the Bank, (as defined below), a Change in the Effective Control of the Corporation or the Bank (as defined below), or a Change in the Ownership of a Substantial Portion of the Assets of the Corporation or the Bank, (as defined below).
 
(a)            Change in the Ownership of the Corporation or the Bank . A Change in the Ownership of the Corporation or the Bank occurs on the date that any one person, or more than one person acting as a group (as defined below), acquires ownership of stock of the Corporation or the Bank that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of the Corporation or the Bank. However, if any one person, or more than one person acting as a group, is considered to own more than 50 percent of the total fair market value or total voting power of the stock of the Corporation or the Bank, the acquisition of additional stock by the same person or persons is not considered to cause a Change in the Ownership of the Corporation or the Bank. An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the Corporation or the Bank acquires its stock in exchange for property will be treated as an acquisition of stock for these purposes. A change in ownership of the Corporation or the Bank only occurs when there is a transfer or issuance of stock of the Corporation or the Bank and the stock remains outstanding after the transaction.
 
(b)            Change in Effective Control of the Corporation or the Bank . A Change in Effective Control of the Corporation or the Bank occurs only on the date that either:
 
(i)           Any one person, or more than one person acting as a group (as defined below), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Corporation or the Bank possessing 35 percent or more of the total voting power of the stock of the Corporation or the Bank; or
 
(ii)           A majority of members of the Corporation’s Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Corporation’s Board of Directors prior to the date of the appointment or election.
 
If any one person, or more than one person acting as a group, is considered to effectively control the Corporation or the Bank, the acquisition of additional control of the Corporation or the Bank by the
 
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same person or persons is not considered to cause a Change in the Effective Control of the Corporation or the Bank.
 
(c)            Change in Ownership of a Substantial Portion of the Corporation’s or the Bank’s Assets. A Change in Ownership of a Substantial Portion of the Corporation’s or the Bank’s Assets occurs on the date that any one person, or more than one person acting as a group (as defined below), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Corporation or the Bank that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the assets of the Corporation or the Bank immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of assets of the Corporation or the Bank, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.
 
There is no Change in Control under this Section 1.1.1 if there is a transfer of assets to an entity that is:
 
(i)           A shareholder of the Corporation or the Bank (immediately before the asset transfer) in exchange for or with respect to its stock;
 
(ii)          An entity, 50 percent or more of the total value or voting power of which is owned, directly or indirectly, by the Corporation or the Bank;
 
(iii)         A person, or more than one person acting as a group, that owns, directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding stock of the Corporation or the Bank; or
 
(iv)         An entity, at least 50 percent of the total value or voting power of which is owned, directly or indirectly, by a person described in (i), (ii) or (iii) above.
 
(d)         For purposes of this Section 1.1.1, persons will not be considered to be acting as a group solely because they purchase or own stock or purchase assets of the Corporation or the Bank at the same time. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of assets, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation only to the extent of the ownership in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.
 
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4.            Section 1.1.2 of the Salary Continuation Agreement is hereby amended by deleting the existing definition of “Date of Change of Control” in its entirety and by adding a new definition of “Date of Change of Control” as follows:
 
1.1.2           “Date of Change of Control” means the date on which a “Change of Control” event occurs under Section 1.1.1.
 
5.            Section 1.1.4 of the Salary Continuation Agreement is hereby amended by deleting the existing definition of “Disability” in its entirety and by adding a new definition of “Disability” as follows:
 
1.1.4           “Disability” means, if the Executive is covered by a Company sponsored disability policy, total disability as defined in such policy without regard to any waiting period, provided that the definition of disability applied under such policy complies with the requirement of Section 1.409A-3(g)(4) of the Treasury regulations. If the Executive is not covered by such policy, Disability means that the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. As a condition to any benefit, the Company may require the Executive to submit to such physical or mental evaluations and tests as the Company’s Board of Directors deems appropriate.
 
6.            Section 2.4 of the Salary Continuation Agreement is hereby amended to add a new subsection 2.4.4 “Excise Tax Matters” as follows:
 
2.4.4          Excise Tax Matters.
 
In the event that the amounts and benefits payable under this Section 2.4, when added to other amounts and benefits which may become payable to the Executive by the Corporation and/or Bank, are such that he becomes subject to the excise tax provisions of Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the Corporation and the Bank shall pay him such additional amount or amounts as will result in his retention (after the payment of all federal, state and local excise, employment, and income taxes on such payments and the value of such benefits) of a net amount equal to the net amount he would have retained had the initially calculated payments and benefits been subject only to income and employment taxation. For purposes of the preceding sentence, the Executive shall be deemed to be subject to the highest marginal federal, state and local tax rates. All calculations required to be made under this subparagraph shall be made by the Corporation’s independent certified public accountants, subject to the right of Executive’s representative to review the same. All such amounts required to be paid shall be paid at the time any withholding may be required under applicable law, and any additional amounts to which the
 
-4-

 

 

 
Executive may be entitled shall be paid or reimbursed no later than fifteen (15) days following confirmation of such amount by the Corporation’s accountants. In the event any amounts paid hereunder are subsequently determined to be in error because estimates were required or otherwise, the parties agree to reimburse each other to correct such error, as appropriate, and to pay interest thereon at the applicable federal rate (as determined under Code Section 1274A for the period of time such erroneous amount remained outstanding and unreimbursed). The parties recognize that the actual implementation of the provision of this subparagraph are complex and agree to deal with each other in good faith to resolve any questions or disagreements arising hereunder.
 
7.            Article 2 of the Salary Continuation Agreement is hereby amended by adding a new Section 2.5 to read as follows:
 
2.5            Key Employee. Notwithstanding anything in this Article to the contrary, in the event Executive is determined to be a Key Employee, as that term is defined in Section 409A of the Code and the regulations promulgated thereunder, payments to the Executive under Section 2.1 or 2.2 of this Agreement shall begin not earlier than the first day of the seventh month following termination of employment. For purposes of the foregoing, the date upon which a determination is made as to the Key Employee status of the Executive, the Indemnification Date (as defined in Section 409A of the Code and the regulations promulgated thereunder) shall be December 31.
 
8.            Article 5 of the Salary Continuation Agreement is hereby amended by adding a new Section 5.3.4 to read as follows:
 
5.3.4         Termination Following Change of Control. Notwithstanding the foregoing, it is the intention of the parties that the restrictions set forth in Sections 5.3.1(i). (ii), (iii) and (iv) shall not apply in the event Executive’s employment terminates following a Change of Control, as defined in the Agreement.
 
9.            Article 8 of the Salary Continuation Agreement is hereby amended by adding a new Section 8.12 to read as follows:
 
8.12            RABBI TRUST .      The Corporation is establishing contemporaneously herewith a rabbi trust (the “Trust”), to which it is contributing an initial corpus of $100. In the event of a change of control as defined herein, the Corporation shall, in accordance with the terms of the Trust, contribute thereto the amount described in Section 1(e) thereof. Thereafter, amounts payable hereunder shall be paid first from the assets of such Trust and the income thereon. To the extent that the assets of the Trust and the income thereon are insufficient, the Corporation or any successor of the Corporation shall pay Executive the amount due hereunder.
 
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10.            In all other respects, the Salary Continuation Agreement, as amended above, is hereby ratified and confirmed by the Bank, the Corporation and the Executive All other provisions of the Salary Continuation Agreement shall remain in full force and effect as amended hereby.
 
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 :
PEOPLESBANK, A CODORUS VALLEY COMPANY
   
/s/ Barbara J. Myers  
By:
/s/ Rodney L. Krebs  
Secretary   Chairman of the Board
     
WITNESS :
   
     
/s/ Natalie L. Thompson   /s/ Harry R. Swift  
  Harry R. Swift
                                                                           
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EXHIBIT 10.11

 

AMENDMENT TO SALARY CONTINUATION AGREEMENT

This Amendment to Salary Continuation Agreement (the “Amendment”) is made this 27th day of December, 2005, by and among PeoplesBank, A Codorus Valley Company, a Pennsylvania banking institution (the “Bank”), and a wholly owned subsidiary of Codorus Valley Bancorp, Inc., a Pennsylvania business corporation (the “Corporation”) and Jann A. Weaver, an adult individual (the “Executive”).
 
WITNESSETH

WHEREAS , the Bank and the Executive entered into a certain Salary Continuation Agreement effective the 1 st day of October, 1998 (the “Salary Continuation Agreement”), which is attached hereto;
 
WHEREAS , as a result of action by the Board of Directors, the Bank and the Executive desire to amend the Salary Continuation Agreement provisions regarding the definition of “Change in Control” and “Change in Control Benefits,” which describes the payment of the Executive’s benefit following a Change in Control, and certain other provisions of the Salary Continuation Agreement;
 
WHEREAS , in recognition of the valued services provided by the Executive in the past to the Bank and the Corporation, the Bank desires to amend the Salary Continuation Agreement, 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 and the Executive agree as follows:
 
1.            The Amendment is incorporated into the Salary Continuation Agreement by the Bank, the Corporation and the Executive, in accordance with Article 7 of the Salary Continuation Agreement, entitled “Amendments and Termination.”
 
2.            All terms set forth in the Amendment shall be defined and interpreted by the definitions, construction and intent of the Salary Continuation Agreement and shall have the same meaning as therein provided unless the context clearly requires a different meaning.
 
3.            Section 1.1.1 of the Salary Continuation Agreement is hereby amended by deleting the existing definition of “Change in Control” in its entirety and by adding a new definition of “Change in Control” as follows:
 
1.1.1            CHANGE OF CONTROL . For purposes of this Agreement, the term “Change of Control” shall mean: a Change in the
 
-1-

 

 

 
Ownership of the Corporation or the Bank, (as defined below), a Change in the Effective Control of the Corporation or the Bank (as defined below), or a Change in the Ownership of a Substantial Portion of the Assets of the Corporation or the Bank, (as defined below).
 
(a)            Change in the Ownership of the Corporation or the Bank . A Change in the Ownership of the Corporation or the Bank occurs on the date that any one person, or more than one person acting as a group (as defined below), acquires ownership of stock of the Corporation or the Bank that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of the Corporation or the Bank. However, if any one person, or more than one person acting as a group, is considered to own more than 50 percent of the total fair market value or total voting power of the stock of the Corporation or the Bank, the acquisition of additional stock by the same person or persons is not considered to cause a Change in the Ownership of the Corporation or the Bank. An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the Corporation or the Bank acquires its stock in exchange for property will be treated as an acquisition of stock for these purposes. A change in ownership of the Corporation or the Bank only occurs when there is a transfer or issuance of stock of the Corporation or the Bank and the stock remains outstanding after the transaction.
 
(b)            Change in Effective Control of the Corporation or the Bank . A Change in Effective Control of the Corporation or the Bank occurs only on the date that either:
 
(i)           Any one person, or more than one person acting as a group (as defined below), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Corporation or the Bank possessing 35 percent or more of the total voting power of the stock of the Corporation or the Bank; or
 
(ii)           A majority of members of the Corporation’s Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Corporation’s Board of Directors prior to the date of the appointment or election.
 
If any one person, or more than one person acting as a group, is considered to effectively control the Corporation or the Bank, the acquisition of additional control of the Corporation or the Bank by the
 
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same person or persons is not considered to cause a Change in the Effective Control of the Corporation or the Bank.
 
(c)            Change in Ownership of a Substantial Portion of the Corporation’s or the Bank’s Assets. A Change in Ownership of a Substantial Portion of the Corporation’s or the Bank’s Assets occurs on the date that any one person, or more than one person acting as a group (as defined below), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Corporation or the Bank that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the assets of the Corporation or the Bank immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of assets of the Corporation or the Bank, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.
 
There is no Change in Control under this Section 1.1.1 if there is a transfer of assets to an entity that is:
 
(i)           A shareholder of the Corporation or the Bank (immediately before the asset transfer) in exchange for or with respect to its stock;
 
(ii)          An entity, 50 percent or more of the total value or voting power of which is owned, directly or indirectly, by the Corporation or the Bank;
 
(iii)         A person, or more than one person acting as a group, that owns, directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding stock of the Corporation or the Bank; or
 
(iv)         An entity, at least 50 percent of the total value or voting power of which is owned, directly or indirectly, by a person described in (i), (ii) or (iii) above.
 
(d)         For purposes of this Section 1.1.1, persons will not be considered to be acting as a group solely because they purchase or own stock or purchase assets of the Corporation or the Bank at the same time. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of assets, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation only to the extent of the ownership in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.
 
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4.            Section 1.1.2 of the Salary Continuation Agreement is hereby amended by deleting the existing definition of “Date of Change of Control” in its entirety and by adding a new definition of “Date of Change of Control” as follows:
 
1.1.2           “Date of Change of Control” means the date on which a “Change of Control” event occurs under Section 1.1.1.
 
5.            Section 1.1.4 of the Salary Continuation Agreement is hereby amended by deleting the existing definition of “Disability” in its entirety and by adding a new definition of “Disability” as follows:
 
1.1.4           “Disability” means, if the Executive is covered by a Company sponsored disability policy, total disability as defined in such policy without regard to any waiting period, provided that the definition of disability applied under such policy complies with the requirement of Section 1.409A-3(g)(4) of the Treasury regulations. If the Executive is not covered by such policy, Disability means that the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. As a condition to any benefit, the Company may require the Executive to submit to such physical or mental evaluations and tests as the Company’s Board of Directors deems appropriate.
 
6.            Article 2 of the Salary Continuation Agreement is hereby amended by adding a new Section 2.5 to read as follows:
 
2.5            Key Employee. Notwithstanding anything in this Article to the contrary, in the event Executive is determined to be a Key Employee, as that term is defined in Section 409A of the Code and the regulations promulgated thereunder, payments to the Executive under Section 2.1 or 2.2 of this Agreement shall begin not earlier than the first day of the seventh month following termination of employment. For purposes of the foregoing, the date upon which a determination is made as to the Key Employee status of the Executive, the Indemnification Date (as defined in Section 409A of the Code and the regulations promulgated thereunder) shall be December 31.
 
7.            Article 5 of the Salary Continuation Agreement is hereby amended by adding a new Section 5.3.4 to read as follows:
 
5.3.4         Termination Following Change of Control. Notwithstanding the foregoing, it is the intention of the parties that the restrictions set forth in Sections 5.3.1(i). (ii), (iii) and (iv) shall not apply in the event Executive’s employment terminates following a Change of Control, as defined in the Agreement.
 
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8.            Article 8 of the Salary Continuation Agreement is hereby amended by adding a new Section 8.12 to read as follows:
 
8.12            RABBI TRUST . The Corporation is establishing contemporaneously herewith a rabbi trust (the “Trust”), to which it is contributing an initial corpus of $100. In the event of a change of control as defined herein, the Corporation shall, in accordance with the terms of the Trust, contribute thereto the amount described in Section 1(e) thereof. Thereafter, amounts payable hereunder shall be paid first from the assets of such Trust and the income thereon. To the extent that the assets of the Trust and the income thereon are insufficient, the Corporation or any successor of the Corporation shall pay Executive the amount due hereunder.
 
9.            In all other respects, the Salary Continuation Agreement, as amended above, is hereby ratified and confirmed by the Bank, the Corporation and the Executive All other provisions of the Salary Continuation Agreement shall remain in full force and effect as amended hereby.
 
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 :
PEOPLESBANK, A CODORUS VALLEY COMPANY
   
/s/ Barbara J. Myers  
By:
/s/ Rodney L. Krebs  
Secretary   Chairman of the Board
     
WITNESS :
   
     
/s/ Matthew A. Clemens   /s/ Jann A. Weaver  
  Jann A. Weaver
                                                                           
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EXHIBIT 10.12

 

SECOND AMENDMENT
TO THE
PEOPLESBANK, A CODORUS VALLEY COMPANY
 SALARY CONTINUATION AGREEMENT
DATED OCTOBER 1, 1998
AND AMENDED DECEMBER 27, 2005
FOR
LARRY J. MILLER

THIS SECOND AMENDMENT is adopted this 23 rd day of December, 2008, and is effective January 1, 2009, by and between PeoplesBank, A Codorus Valley Company, a Pennsylvania banking institution located in York, Pennsylvania (the “Bank”) and a wholly owned subsidiary of Codorus Valley Bancorp, Inc. (the “Corporation”) and Larry J. Miller (the “Executive”).

The Bank and the Executive executed the Salary Continuation Agreement effective October 1, 1998, and executed a First Amendment on December 27, 2005 (the “Agreement”).

The undersigned hereby amend the Agreement for the purpose of revising the Normal Retirement Benefit, removing the Discount Rate, adding an Early Retirement Benefit, and updating for consistency between documents. Therefore, the following changes shall be made:

The following Section 1.1.4a shall be added to the Agreement immediately following Section 1.1.4:

1.1.4a       “ Early Retirement Age ” means the Executive’s 55 th birthday.

Section 1.1.5 of the Agreement shall be deleted in its entirety and replaced with the following:

1.1.5
“ Early Termination ” means the Termination of Employment before Early Retirement Age for reasons other than death or Termination for Cause.

Section 1.1.11 of the Agreement shall be deleted in its entirety and replaced with the following:

1.1.11
“ Termination of Employment ” means termination of the Executive’s employment with the Bank for reasons other than death, Change of Control or Disability. Whether a termination of employment has occurred is determined based on whether the facts and circumstances indicate that the Bank and the Executive reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Executive would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding thirty-six (36) month period (or the full period of services to the Bank if the Executive has been providing services to the Bank less than thirty-six (36) months).
 
 
 

 

 
PEOPLESBANK, A CODORUS VALLEY COMPANY
Salary Continuation Agreement
 
Sections 2.1.1 and 2.1.2 of the Agreement shall be deleted in their entirety and replaced with the following:

 
2.1.1
Amount of Benefit . The annual benefit under this Section 2.1 is One Hundred Fifty Thousand One Hundred Ten Dollars ($150,110). For the first five (5) year period after Normal Retirement Age but prior to Termination of Employment, the Bank shall increase the annual Normal Retirement Benefit by .3274%, compounded monthly, for each complete month prior to Termination of Employment.

 
2.1.2
Payment of Benefit . The Bank shall pay the annual benefit to the Executive in twelve (12) equal monthly installments payable on the first day of each month commencing with the month following the Executive’s Normal Retirement Date and continuing for one hundred seventy-nine (179) additional months.

Section 2.1.3 of the Agreement shall be deleted in its entirety.

Sections 2.2.1 and 2.2.2 of the Agreement shall be deleted in their entirety and replaced with the following:

 
2.2.1
Amount of Benefit . The benefit under this Section 2.2 is the Early Termination Annual Benefit amount set forth in Schedule A for the Plan Year ending immediately prior to Termination of Employment.

 
2.2.2
Payment of Benefit . The Bank shall pay the annual benefit to the Executive in twelve (12) equal monthly installments payable on the first day each month commencing with the month following Early Retirement Age and continuing for one hundred seventy-nine (179) additional months.

Section 2.2.3 of the Agreement shall be deleted in its entirety.

Sections 2.3, 2.3.1 and 2.3.2 of the Agreement shall be deleted in their entirety and replaced with the following:

2.3
Disability Benefit. If the Executive experiences a Disability prior to Normal Retirement Age, the Bank shall pay to the Executive the benefit described in this Section 2.3 in lieu of any other benefit under this Agreement.

 
2.3.1
Amount of Benefit . The benefit under this Section 2.3 is the Disability Annual Benefit amount set forth in Schedule A for the Plan Year ending immediately prior to the date in which the Disability occurs.

 
2.3.2
Payment of Benefit . The Bank shall pay the annual benefit amount to the
 
1

 

 

 
PEOPLESBANK, A CODORUS VALLEY COMPANY
Salary Continuation Agreement
 
Executive in twelve (12) equal monthly installments payable on the first day of each month commencing with the month following the Disability and continuing for one hundred seventy-nine (179) additional months.
 
Section 2.3.3 of the Agreement shall be deleted in its entirety.

Section 2.4.2 of the Agreement shall be deleted in its entirety and replaced with the following:

 
2.4.2
Payment of Benefit . The Bank shall pay the annual benefit amount to the Executive in twelve (12) equal monthly installments payable on the first day of each month commencing with the month following the Executive’s Normal Retirement Age and continuing for one hundred seventy-nine (179) additional months.

Section 2.4.3 of the Agreement shall be deleted in its entirety.

The following Sections 2.6, 2.6.1 and 2.6.2 shall be added to the Agreement immediately following Section 2.5:

2.6
Early Retirement Benefit. Upon Termination of Employment on or after Early Retirement Age for reasons other than death, but before reaching Normal Retirement Age, the Bank shall pay to the Executive the benefit described in this Section 2.6 in lieu of any other benefit under this Agreement.

 
2.6.1
Amount of Benefit . The annual benefit under this Section 2.6 is the Early Retirement Annual Benefit amount set forth in Schedule A for the Plan Year ending immediately prior to the date in which Termination of Employment occurs.

 
2.6.2
Payment of Benefit . The Bank shall pay the annual benefit amount to the Executive in twelve (12) equal monthly installments payable on the first day of each month commencing with the month following Termination of Employment and continuing for one hundred seventy-nine (179) additional months.

Section 3.1.2 of the Agreement shall be deleted in its entirety and replaced with the following:

3.1.2
Payment of Benefit . The Bank shall pay the annual benefit amount to the beneficiary in twelve (12) equal monthly installments payable on the first day of each month commencing with the month following the Executive’s death and continuing for one hundred seventy-nine (179) additional months.
 
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PEOPLESBANK, A CODORUS VALLEY COMPANY
Salary Continuation Agreement
 
Section 8.8 of the Agreement shall be deleted in its entirety.

IN WITNESS OF THE ABOVE , the Executive and the Bank hereby consent to this Second Amendment.
           
Executive:
PeoplesBank, A Codorus Valley Company
   
/s/ Larry J. Miller     By: /s/ Rodney L. Krebs    
Larry J. Miller     Title: Chairman of the Board of Directors  
   
                                                                           
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EXHIBIT 10.13

 

SECOND AMENDMENT
TO THE
PEOPLESBANK, A CODORUS VALLEY COMPANY
 SALARY CONTINUATION AGREEMENT
DATED OCTOBER 1, 1998
AND AMENDED DECEMBER 27, 2005
FOR
HARRY R. SWIFT

THIS SECOND AMENDMENT is adopted this 23rd day of December, 2008, and is effective January 1, 2009, by and between PeoplesBank, A Codorus Valley Company, a Pennsylvania banking institution located in York, Pennsylvania (the “Bank”) and a wholly owned subsidiary of Codorus Valley Bancorp, Inc. (the “Corporation”) and Harry R. Swift (the “Executive”).

The Bank and the Executive executed the Salary Continuation Agreement effective October 1, 1998, and executed a First Amendment on December 27, 2005 (the “Agreement”).

The undersigned hereby amend the Agreement for the purpose of revising the Normal Retirement Benefit, removing the Discount Rate, adding an Early Retirement Benefit, and updating for consistency between documents.  Therefore, the following changes shall be made:

The following Section 1.1.4a shall be added to the Agreement immediately following Section 1.1.4:

1.1.4a  “ Early Retirement Age ” means the Executive’s 55 th birthday.
 
Section 1.1.5 of the Agreement shall be deleted in its entirety and replaced with the following:

1.1.5
“ Early Termination ” means the Termination of Employment before Early Retirement Age for reasons other than death or Termination for Cause.

Section 1.1.11 of the Agreement shall be deleted in its entirety and replaced with the following:

1.1.11
“ Termination of Employment ” means termination of the Executive’s employment with the Bank for reasons other than death, Change in Control or Disability. Whether a termination of employment has occurred is determined based on whether the facts and circumstances indicate that the Bank and the Executive reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Executive would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding thirty-six (36) month period (or the full period of services to the Bank if the Executive has been providing services to the Bank less than thirty-six (36) months).

Section 2.1.1 of the Agreement shall be deleted in its entirety and replaced with the
 
 
 

 

 
PEOPLESBANK, A CODORUS VALLEY COMPANY
Salary Continuation Agreement
 
following:

 
2.1.1
Amount of Benefit .  The annual benefit under this Section 2.1 is One Hundred Five Thousand Nine Hundred Seventy Eight Dollars ($105,798).  For the first five (5) year period after Normal Retirement Age but prior to Termination of Employment, the Bank shall increase the annual Normal Retirement Benefit by .3274%, compounded monthly, for each complete month prior to Termination of Employment.

Section 2.1.3 of the Agreement shall be deleted in its entirety.

Sections 2.2.1 and 2.2.2 of the Agreement shall be deleted in their entirety and replaced with the following:

 
2.2.1
Amount of Benefit .  The benefit under this Section 2.2 is the Early Termination Annual Benefit amount set forth in Schedule A for the Plan Year ending immediately prior to Termination of Employment.

 
2.2.2
Payment of Benefit .  The Bank shall pay the annual benefit to the Executive in twelve (12) equal monthly installments payable on the first day each month commencing with the month following Early Retirement Age and continuing for one hundred seventy-nine (179) additional months.

Section 2.2.3 of the Agreement shall be deleted in its entirety.

Sections 2.3, 2.3.1 and 2.3.2 of the Agreement shall be deleted in their entirety and replaced with the following:

2.3
Disability Benefit.   If the Executive experiences a Disability prior to Normal Retirement Age, the Bank shall pay to the Executive the benefit described in this Section 2.3 in lieu of any other benefit under this Agreement.

 
2.3.1
Amount of Benefit .  The benefit under this Section 2.3 is the Disability Annual Benefit amount set forth in Schedule A for the Plan Year ending immediately prior to the date in which the Disability occurs.

 
2.3.2
Payment of Benefit .  The Bank shall pay the annual benefit amount to the Executive in twelve (12) equal monthly installments payable on the first day of each month commencing with the month following the Disability and continuing for one hundred seventy-nine (179) additional months.

  Section 2.3.3 of the Agreement shall be deleted in its entirety.
 
1

 

 

 
PEOPLESBANK, A CODORUS VALLEY COMPANY
Salary Continuation Agreement
 
Section 2.4.2 of the Agreement shall be deleted in its entirety and replaced with the following:

 
2.4.2
Payment of Benefit .  The Bank shall pay the annual benefit amount to the Executive in twelve (12) equal monthly installments payable on the first day of each month commencing with the month following the Executive’s Normal Retirement Age and continuing for one hundred seventy-nine (179) additional months.

Section 2.4.3 of the Agreement shall be deleted in its entirety.

The following Sections 2.6, 2.6.1 and 2.6.2 shall be added to the Agreement immediately following Section 2.5:

2.6
Early Retirement Benefit.   Upon Termination of Employment on or after Early Retirement Age for reasons other than death, but before reaching Normal Retirement Age, the Bank shall pay to the Executive the benefit described in this Section 2.6 in lieu of any other benefit under this Agreement.

 
2.6.1
Amount of Benefit .  The annual benefit under this Section 2.6 is the Early Retirement Annual Benefit amount set forth in Schedule A for the Plan Year ending immediately prior to the date in which Termination of Employment occurs.

 
2.6.2
Payment of Benefit .  The Bank shall pay the annual benefit amount to the Executive in twelve (12) equal monthly installments payable on the first day of each month commencing with the month following Termination of Employment and continuing for one hundred seventy-nine (179) additional months.

Section 8.8 of the Agreement shall be deleted in its entirety.

IN WITNESS OF THE ABOVE , the Executive and the Bank hereby consent to this Second Amendment.
         
Executive:      PeoplesBank, A Codorus Valley Company
     
/ s/Harry R. Swift         By: Rodney L. Krebs  
Harry R. Swift    Title: Chairman of the Board of Directors
 
2

 

                                                      

EXHIBIT 10.14

 

SECOND AMENDMENT
TO THE
PEOPLESBANK, A CODORUS VALLEY COMPANY
 SALARY CONTINUATION AGREEMENT
DATED OCTOBER 1, 1998
AND AMENDED DECEMBER 27, 2005
FOR
JANN ALLEN WEAVER

THIS SECOND AMENDMENT is adopted this 23rd day of December, 2008, and is effective January 1, 2009, by and between PeoplesBank, A Codorus Valley Company, a Pennsylvania banking institution located in York, Pennsylvania (the “Bank”) and a wholly owned subsidiary of Codorus Valley Bancorp, Inc. (the “Corporation”) and Jann Allen Weaver (the “Executive”).

The Bank and the Executive executed the Salary Continuation Agreement effective October 1, 1998, and executed a First Amendment on December 27, 2005 (the “Agreement”).

The undersigned hereby amend the Agreement for the purpose of revising the Normal Retirement Benefit, removing the Discount Rate, adding an Early Retirement Benefit, and updating for consistency between documents.  Therefore, the following changes shall be made:

The following Section 1.1.4a shall be added to the Agreement immediately following Section 1.1.4:

1.1.4a 
“ Early Retirement Age ” means the Executive’s 55 th birthday.
 
Section 1.1.5 of the Agreement shall be deleted in its entirety and replaced with the following:

1.1.5
“ Early Termination ” means the Termination of Employment before Early Retirement Age for reasons other than death or Termination for Cause.

Section 1.1.11 of the Agreement shall be deleted in its entirety and replaced with the following:

1.1.11
“ Termination of Employment ” means termination of the Executive’s employment with the Bank for reasons other than death, Change of Control or Disability. Whether a termination of employment has occurred is determined based on whether the facts and circumstances indicate that the Bank and the Executive reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Executive would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding thirty-six (36) month period (or the full period of services to the Bank if the Executive has been providing services to the Bank less than thirty-six (36) months).
 
 
 

 

 
PEOPLESBANK, A CODORUS VALLEY COMPANY
Salary Continuation Agreement
 
Section 2.1.1 of the Agreement shall be deleted in its entirety and replaced with the following:

 
2.1.1
Amount of Benefit .  The annual benefit under this Section 2.1 is Seventy Four Thousand Seven Hundred Ninety Seven Dollars ($74,797).  For the first five (5) year period after Normal Retirement Age but prior to Termination of Employment, the Bank shall increase the annual Normal Retirement Benefit by .3274%, compounded monthly, for each complete month prior to Termination of Employment.

Section 2.1.3 of the Agreement shall be deleted in its entirety.

Sections 2.2.1 and 2.2.2 of the Agreement shall be deleted in their entirety and replaced with the following:

 
2.2.1
Amount of Benefit .  The benefit under this Section 2.2 is the Early Termination Annual Benefit amount set forth in Schedule A for the Plan Year ending immediately prior to Termination of Employment.

 
2.2.2
Payment of Benefit .  The Bank shall pay the annual benefit to the Executive in twelve (12) equal monthly installments payable on the first day each month commencing with the month following Early Retirement Age and continuing for one hundred seventy-nine (179) additional months.

Section 2.2.3 of the Agreement shall be deleted in its entirety.

Sections 2.3, 2.3.1 and 2.3.2 of the Agreement shall be deleted in their entirety and replaced with the following:

2.3
Disability Benefit.   If the Executive experiences a Disability prior to Normal Retirement Age, the Bank shall pay to the Executive the benefit described in this Section 2.3 in lieu of any other benefit under this Agreement.

 
2.3.1
Amount of Benefit .  The benefit under this Section 2.3 is the Disability Annual Benefit amount set forth in Schedule A for the Plan Year ending immediately prior to the date in which the Disability occurs.

 
2.3.2
Payment of Benefit .  The Bank shall pay the annual benefit amount to the Executive in twelve (12) equal monthly installments payable on the first day of each month commencing with the month following the Disability and continuing for one hundred seventy-nine (179) additional months.

  Section 2.3.3 of the Agreement shall be deleted in its entirety.
 
1

 

 

 
PEOPLESBANK, A CODORUS VALLEY COMPANY
Salary Continuation Agreement
 
Section 2.4.2 of the Agreement shall be deleted in its entirety and replaced with the following:

 
2.4.2
Payment of Benefit .  The Bank shall pay the annual benefit amount to the Executive in twelve (12) equal monthly installments payable on the first day of each month commencing with the month following the Executive’s Normal Retirement Age and continuing for one hundred seventy-nine (179) additional months.

Section 2.4.3 of the Agreement shall be deleted in its entirety.

The following Sections 2.6, 2.6.1 and 2.6.2 shall be added to the Agreement immediately following Section 2.5:

2.6
Early Retirement Benefit.   Upon Termination of Employment on or after Early Retirement Age for reasons other than death, but before reaching Normal Retirement Age, the Bank shall pay to the Executive the benefit described in this Section 2.6 in lieu of any other benefit under this Agreement.

 
2.6.1
Amount of Benefit .  The annual benefit under this Section 2.6 is the Early Retirement Annual Benefit amount set forth in Schedule A for the Plan Year ending immediately prior to the date in which Termination of Employment occurs.

 
2.6.2
Payment of Benefit .  The Bank shall pay the annual benefit amount to the Executive in twelve (12) equal monthly installments payable on the first day of each month commencing with the month following Termination of Employment and continuing for one hundred seventy-nine (179) additional months.

Section 8.8 of the Agreement shall be deleted in its entirety.

IN WITNESS OF THE ABOVE , the Executive and the Bank hereby consent to this Second Amendment.
         
Executive:      PeoplesBank, A Codorus Valley Company
     
/s/ Jann Allen Weaver     By: Rodney L. Krebs  
Jann Allen Weaver   Title: Chairman of the Board of Directors
 
2

 

EXHIBIT 10.15

 

PEOPLESBANK, A CODORUS VALLEY COMPANY
OFFICERS GROUP TERM REPLACEMENT PLAN

Pursuant to due authorization by its Board, the undersigned duly authorized officer of PeoplesBank, A Codorus Valley Company, a Pennsylvania banking institution located in York, Pennsylvania (the “Bank”), and a wholly owned subsidiary of Codorus Valley Bancorp, Inc. (the “Corporation”), did constitute, establish and adopt the following Split Dollar Insurance Plan (the “Plan”), effective January 1, 2009.

The Bank wishes to attract and retain highly qualified executives.  To further this objective, the Bank is willing to divide the death proceeds of certain life insurance policies which are owned by the Bank on the lives of the participating executives with the designated beneficiary of each insured participating executive. The Bank will pay the life insurance premiums due under this Plan from its general assets.

Article 1
Definitions

Whenever used in this Plan, the following terms shall have the meanings specified:

1.1
“ Bank’s Interest ” means the benefit set forth in Section 3.1.

1.2
“ Beneficiary ” means each designated person, or the estate of a deceased Participant, entitled to benefits, if any, upon the death of a Participant.
 
1.3
“ Beneficiary Designation Form ” means the form established from time to time by the Plan Administrator that a Participant completes, signs and returns to the Plan Administrator to designate one or more Beneficiaries.
 
1.4
“ Board ” means the Board of Directors of the Bank as from time to time constituted.

1.5
“ Code ” means the Internal Revenue Code of 1986, as amended.

1.6
“ Election Form ” means the form required by the Plan Administrator of an eligible Employee to indicate acceptance of participation in this Plan.

1.7
“ Employee ” means an active employee of the Bank.

1.8
“ Insured ” means the individual Participant whose life is insured.

1.9
“ Insurer ” means the insurance company issuing the Policy on the life of the Insured.

1.10
“ Net Death Proceeds ” means the total death proceeds of the Participant’s Policy or Policies minus the greater of (i) cash surrender value or (ii) the aggregate premiums paid.

1.11
“ Participant ” means an Employee (i) who is selected to participate in the Plan, (ii) who
 
 
 

 

 
 
elects to participate in the Plan, (iii) who signs an Election Form and a Beneficiary Designation Form, (iv) whose signed Election Form and Beneficiary Designation Form are accepted by the Plan Administrator, (v) who commences participation in the Plan, and (vi) whose Participation has not terminated.
 
1.12
“ Participant’s Interest ” means the benefit set forth in Section 3.2.1.

1.13
“ Plan Administrator ” means the plan administrator described in Article 12.

1.14
“ Policy ” or “ Policies ” means the individual life insurance policy or policies adopted by the Plan Administrator for purposes of insuring a Participant’s life under this Plan.

1.15
“ Separation from Service ” means the Participant ceasing to be employed by the Bank for any reason other than death.

1.16
“ Three Times Base Annual Salary ” means the current base annual salary of the Participant’s career at the Bank multiplied by a factor of three (3).

Article 2
Participation

2.1
Selection by Plan Administrator .  Participation in the Plan shall be limited to those Employees of the Bank selected by the Plan Administrator, in its sole discretion, to participate in the Plan.
 
 
2.2
Enrollment Requirements .  As a condition to participation, each selected Employee shall complete, execute and return to the Plan Administrator (i) an Election Form, and (ii) a Beneficiary Designation Form.  In addition, the Plan Administrator shall establish from time to time such other enrollment requirements as it determines in its sole discretion are necessary.

2.3
Eligibility; Commencement of Participation .  Provided an Employee selected to participate in the Plan has met all enrollment requirements set forth in this Plan and required by the Plan Administrator, and provided that the Policy or Policies on a such Employee have been issued by the Insurer(s), that Employee will become a Participant, be covered by the Plan and will be eligible to receive benefits at the time and in the manner provided hereunder, subject to the provisions of the Plan.  A Participant’s participation is limited to only issued Policies where the Participant is the Insured.

2.4
Termination of Participation .  A Participant’s rights under this Plan shall automatically cease and his or her participation in this Plan shall automatically terminate if the Plan or any Participant’s rights under the Plan are terminated in accordance with Article 11 or if the Participant notifies the Bank in writing that the Participant wishes to withdrawal participation under the Plan. In the event that the Bank decides to maintain the Policy after the Participant’s termination of participation in the Plan, the Bank shall be the direct beneficiary of the entire death proceeds of the Policy.

1

 

 

Article 3
Policy Ownership/Interests

3.1
Bank’s Interest .  The Bank shall own the Policies and shall have the right to exercise all incidents of ownership and may terminate a Policy without the consent of the Insured.  The Bank shall be the beneficiary of the remaining death proceeds of the Policies after the Participant’s Interest is determined according to Section 3.2.

3.2
Participant’s Interest .  The Participant, or the Participant’s assignee, shall have the right to designate the Beneficiary of an amount of death proceeds as specified in Section 3.2.1. The Participant shall also have the right to elect and change settlement options with respect to the Participant’s Interest by providing written notice to the Bank and the Insurer.

 
3.2.1
Death Prior to Separation from Service .  If the Participant dies prior to Separation from Service, the Beneficiary shall be entitled to a benefit equal to the lesser of (i) the amount set forth on the Election Form or (ii) Net Death Proceeds.

 
3.2.2
Death After Separation from Service .  If the Participant dies after Separation from Service, the Beneficiary shall not be entitled to a benefit under this Plan.

Article 4
Premiums And Imputed Income

4.1
Premium Payment .  The Bank shall pay all premiums due on all Policies.

4.2
Economic Benefit .  The Plan Administrator shall determine the economic benefit attributable to any Participant based on the life insurance premium factor for the Participant’s age multiplied by the aggregate death benefit payable to the Participant’s Beneficiary.  The “life insurance premium factor” is the minimum amount required to be imputed under IRS Reg. §1.61-22(d)(3)(ii) or any subsequent applicable authority.

4.3
Imputed Income .  The Bank shall impute the economic benefit to the Participant on an annual basis, by adding the economic benefit to the Participant’s W-2, or if applicable, Form 1099.

Article 5
Comparable Coverage

5.1
Insurance Policies .  The Bank may provide such benefit through the Policies purchased at the commencement of this Plan, or, if later, the Participant’s commencement of participation in the Plan, or may provide comparable insurance coverage to the Participant through whatever means the Bank deems appropriate.  If the Participant waives or forfeits his or her right to the insurance benefit, the Bank shall choose to cancel the Policy or Policies on the Participant, or may continue such coverage and become the
 
2

 

 


 
direct beneficiary of the entire death proceeds.
 
5.2
Offer to Purchase .  If the Bank discontinues a Policy on a Participant, the Bank shall give the Participant at least thirty (30) days to purchase such Policy.  The purchase price shall be the fair market value of the Policy, as determined under Treasury Reg. §1.61-22(g)(2) or any subsequent applicable authority.  Such notification shall be in writing.

 
Article 6
 
General Limitations

6.1
Removal .  Notwithstanding any provision of this Plan to the contrary, the Participant’s rights in the Plan shall terminate if the Participant is subject to a final removal or prohibition order issued by an appropriate federal banking agency pursuant to Section 8(e) of the Federal Deposit Insurance Act.

6.2
Suicide or Misstatement .  No benefits shall be payable if the Participant commits suicide within two (2) years after the date of entry into the Plan, or if the insurance company denies coverage (i) for material misstatements of fact made by the Participant on any application for life insurance purchased by the Bank, or (ii) for any other reason; provided, however that the Bank shall evaluate the reason for the denial, and upon advice of legal counsel and in its sole discretion, consider judicially challenging any denial.

 
Article 7
 
Beneficiaries

7.1
Beneficiary . The Participant shall have the right, at any time, to designate a Beneficiary to receive any benefits payable under the Plan upon the death of the Participant.  The Beneficiary designated under this Plan may be the same as or different from the beneficiary designated under any other Plan of the Bank in which the Participant participates.

7.2
Beneficiary Designation; Change .  The Participant shall designate a Beneficiary by completing and signing the Beneficiary Designation Form, and delivering it to the Bank or its designated agent.  The Participant’s beneficiary designation shall be deemed automatically revoked if the Beneficiary predeceases the Participant or if the Participant names a spouse as Beneficiary and the marriage is subsequently dissolved.  The Participant shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Bank’s rules and procedures, as in effect from time to time.  Upon the acceptance by the Bank of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be cancelled.  The Bank shall be entitled to rely on the last Beneficiary Designation Form filed by the Participant and accepted by the Bank prior to the Participant’s death.
 
7.3
Acknowledgment .  No designation or change in designation of a Beneficiary shall be effective until received, accepted and acknowledged in writing by the Bank or its
 
3

 

 

 
 
designated agent.
 
7.4
No Beneficiary Designation .  If the Participant dies without a valid designation of beneficiary, or if all designated Beneficiaries predecease the Participant, then the Participant’s surviving spouse shall be the designated Beneficiary.  If the Participant has no surviving spouse, the benefits shall be made payable to the Participant’s estate.

7.5
Facility of Payment .  If the Bank determines in its discretion that a benefit is to be paid to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of that person’s property, the Bank may direct payment of such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person.  The Bank may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit.  Any payment of a benefit shall be a payment for the account of the Participant and the Participant’s Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan for such payment amount.

Article 8
Assignment

Any Participant may assign without consideration all of such Participant’s Interest in this Plan to any person, entity or trust.  In the event a Participant shall transfer all of such Participant’s Interest, then all of that Participant’s Interest in this Plan shall be vested in his or her transferee, subject to such transferee executing agreements binding them to the provisions of this Plan, who shall be substituted as a party hereunder, and that Participant shall have no further interest in this Plan.
 
Article 9
Insurer
 
The Insurer shall be bound only by the terms of its given Policy.  The Insurer shall not be bound by or deemed to have notice of the provisions of this Plan.  The Insurer shall have the right to rely on the Plan Administrator’s representations with regard to any definitions, interpretations or Policy interests as specified under this Plan.

Article 10
Claims And Review Procedure

10.1
Claims Procedure .  A Participant or Beneficiary (“claimant”) who has not received benefits under the Plan that he or she believes should be paid shall make a claim for such benefits as follows:

 
10.1.1
Initiation – Written Claim .  The claimant initiates a claim by submitting to the Plan Administrator a written claim for the benefits.  If such a claim relates to the contents of a notice received by the claimant, the claim must be made within sixty
 
4

 

 

 
 
 
(60) days after such notice was received by the claimant.  All other claims must be made within one hundred eighty (180) days of the date on which the event that caused the claim to arise occurred.  The claim must state with particularity the determination desired by the claimant.
 
 
10.1.2
Timing of Plan Administrator Response .  The Plan Administrator shall respond to such claimant within ninety (90) days after receiving the claim.  If the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan Administrator can extend the response period by an additional ninety (90) days by notifying the claimant in writing, prior to the end of the initial ninety (90) day period, that an additional period is required.  The notice of extension must set forth the special circumstances and the date by which the Plan Administrator expects to render its decision.

 
10.1.3
Notice of Decision .  If the Plan Administrator denies part or the entire claim, the Plan Administrator shall notify the claimant in writing of such denial.  The Plan Administrator shall write the notification in a manner calculated to be understood by the claimant.  The notification shall set forth:

 
(a)
The specific reasons for the denial;
 
(b)
A reference to the specific provisions of the Plan on which the denial is based;
 
(c)
A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed;
 
(d)
An explanation of the Plan’s review procedures and the time limits applicable to such procedures; and
 
(e)
A statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

10.2
Review Procedure .  If the Plan Administrator denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Plan Administrator of the denial, as follows:

 
10.2.1
Initiation – Written Request .  To initiate the review, the claimant, within sixty (60) days after receiving the Plan Administrator’s notice of denial, must file with the Plan Administrator a written request for review.

 
10.2.2
Additional Submissions – Information Access .  The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim.  The Plan Administrator shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits.

 
10.2.3
Considerations on Review .  In considering the review, the Plan Administrator shall take into account all materials and information the claimant submits relating
 
5

 

 

 
 
 
to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.
 
 
10.2.4
Timing of Plan Administrator’s Response .  The Plan Administrator shall respond in writing to such claimant within sixty (60) days after receiving the request for review.  If the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan Administrator can extend the response period by an additional sixty (60) days by notifying the claimant in writing, prior to the end of the initial sixty (60) day period, that an additional period is required.  The notice of extension must set forth the special circumstances and the date by which the Plan Administrator expects to render its decision.

 
10.2.5
Notice of Decision .  The Plan Administrator shall notify the claimant in writing of its decision on review.  The Plan Administrator shall write the notification in a manner calculated to be understood by the claimant.  The notification shall set forth:

 
(a)
The specific reasons for the denial;
 
(b)
A reference to the specific provisions of the Plan on which the denial is based;
 
(c)
A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits; and
 
(d)
A statement of the claimant’s right to bring a civil action under ERISA Section 502(a).

Article 11
Amendments And Termination

The Bank may amend or terminate the Plan at any time, or may amend or terminate a Participant’s rights under the Plan at any time prior to Separation from Service, by providing written notice of such to the Participant.  In the event that the Bank decides to maintain the Policy after the Participant’s termination of participation in the Plan, the Bank shall be the direct beneficiary of the entire death proceeds of the Policy.  A Participant may, in the Participant’s sole and absolute discretion, waive his or her rights under the Plan at any time.  Any waiver permitted under this Article 11 shall be in writing and delivered to the Board.
 
Article 12
Administration

12.1
Plan Administrator Duties .  This Plan shall be administered by a Plan Administrator which shall consist of the Board, or such committee or persons as the Board may choose. The Plan Administrator shall also have the discretion and authority to (i) make, amend,
 
6

 

 


 
interpret and enforce all appropriate rules and regulations for the administration of this Plan and (ii) decide or resolve any and all ques­tions including interpretations of this Plan, as may arise in connection with the Plan.
 
12.2
Agents .  In the administration of this Plan, the Plan Administrator may employ agents and delegate to them such administrative duties as it sees fit, (including acting through a duly appointed representative), and may from time to time consult with counsel who may be counsel to the Bank.

12.3
Binding Effect of Decisions .  The decision or action of the Plan Administrator with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan.

12.4
Indemnity of Plan Administrator .  The Bank shall indemnify and hold harmless the members of the Plan Administrator against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Plan, except in the case of willful misconduct by the Plan Administrator or any of its members.

12.5
Information .  To enable the Plan Administrator to perform its functions, the Bank shall supply full and timely information to the Plan Administrator on all matters relating to the Separation from Service or death of its Participants, and such other pertinent information as the Plan Administrator may reasonably require.

Article 13
Miscellaneous

13.1
Binding Effect .  This Plan shall bind each Participant and the Bank, their beneficiaries, survivors, executors, administrators and transferees and any Beneficiary.

13.2
No Guarantee of Employment .  This Plan is not an employment policy or contract. It does not give a Participant the right to remain an Employee of the Bank, nor does it interfere with the Bank’s right to discharge a Participant.  It also does not require a Participant to remain an Employee nor interfere with a Participant’s right to terminate employment at any time.

13.3
Applicable Law .  The Plan and all rights hereunder shall be governed by and construed according to the laws of the Commonwealth of Pennsylvania, except to the extent preempted by the laws of the United States of America.

13.4
Reorganization .  The Bank shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets to another company, firm or person unless such succeeding or continuing company, firm or person agrees to assume and discharge the obligations of the Bank under this Plan.  Upon the occurrence of such event, the term “Bank” as used in this Plan shall be deemed to refer to the successor or survivor
 
7

 

 


 
company.
 
13.5
Notice .  Any notice or filing required or permitted to be given to the Plan Administrator under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to the address below:

 
PeoplesBank, A Codorus Valley Company
 
105 Leader Heights Road
 
York, Pennsylvania 17403
   
 
Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark or the receipt for registration or certification.
 
Any notice or filing required or permitted to be given to a Participant under this Plan shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Participant.

13.6
Entire Agreement .  This Plan, along with a Participant’s Election Form, Beneficiary Designation Form and any agreement in writing between the Bank and any Participant, constitute the entire agreement between the Bank and the Participant as to the subject matter hereof.  No rights are granted to the Participant under this Plan other than those specifically set forth herein.
 
IN WITNESS WHEREOF, the Bank and Corporation adopt this Plan as of the date indicated above.
       
PeoplesBank, a Codorus Valley Company  
     
By      
     
Title    
     
Codorus Valley Bancorp, Inc.  
     
By      
     
Title    
 
8

 


EXHIBIT 10.16

 

PEOPLESBANK, A CODORUS VALLEY COMPANY
DIRECTOR GROUP TERM REPLACEMENT PLAN
 
THIS PLAN, hereby made and entered into this 1 st day of December, 1998, by and between PEOPLESBANK, A CODORUS VALLEY COMPANY, a Pennsylvania state bank located in York, Pennsylvania (the “Company”), CODORUS VALLEY BANCORP,INC. (the “Corporation”), and _______________________ (the “Participant”) selected to participate in this Plan.

INTRODUCTION

To encourage the individual to remain a director of the Company, the Company is willing to divide the death proceeds of a life insurance policy on the Director’s life. The Company will pay life insurance premiums from its general assets.

Article 1
General Definitions

The following terms shall have the meanings specified:

1.1       “Company ” means PeoplesBank, A Codorus Valley Company.

1.2  “Corporation” means Codorus Valley Bancorp, Inc...

1.3        “ Participant ” means a member of the Board of Directors of the Company.

1.4  “ Insurer” means the insurance company issuing the life insurance policy or policies on the life of the insured.

1.5  “ Policy” or “ Policies ” means the individual insurance policy (or policies) issued by the Insurer for purposes of insuring a Participant’s life under this Plan.

1.6  “ Insured” means the individual Director/Participant whose life is insured.

1.7       “ Normal Retirement Age” means the earlier of (1) the Participant attaining the age of 70, or (2) the Participant’s age and Years of Service, when added together, totaling the sum of 75 or more.

1.8  “ Termination of Service” means the Plan Participant ceasing to be a member of the Company’s Board of Directors for any reason whatsoever, other than by reason of an approved leave of absence.
 
 
 

 

 
Article 2
Policy Ownership/Interests

2.1       C ompany Ownership . The Company is the sole owner of the Policies and shall have the right to exercise all incidents of ownership. The Company shall be the direct beneficiary of an amount of death proceeds equal to the greatest of (1) the cash surrender value of the policies; (2) the aggregate premiums paid on the Policies by the Company less any outstanding indebtedness to the Insurer; or (3) the amount in excess of $100,000; provided, however, that if the Company owns more than one policy on a Participant’s life, all such Policies shall be aggregated in calculating the amount set forth in this item (3).

2.2        P articipant’s Interest . The Participant shall have the right to designate the beneficiary of any remaining death proceeds of the Policies. The Participant shall also have the right to elect and change settlement options that may be permitted.   Provided, however, the Participant, the Participant’s transferee or the Participant’s beneficiary shall have no rights or interests in the Policies with respect to that portion of the death proceeds designated in this section 2.2 upon the Participant’s Termination of Service prior to Normal Retirement Age.

Article 3
Premiums

 
3.1       Premium Payment . The Company shall pay any premiums due on the Policies.

3.2        I mputed Income . The Company shall impute income to the Participant in an amount equal to the current term rate for the Participant’s age multiplied by the aggregate death benefit payable to the Participant’s beneficiary. The “current term rate” is the minimum amount required to be imputed under Revenue Rulings 64-328 and 66-110, or any subsequent applicable authority.

Article 4
Assignment

4.1       The Participant may assign without consideration all interests in his or her Policy or Policies and in this Plan to any person, entity or trust. In the event the Participant transfers all of his or her interest in the Policy or Policies, then all of the Participant’s interest in such Policies and in the Plan shall be vested in the his or her transferee, who shall be substituted as a party hereunder, and the Participant shall have no further interest in the Policies or in this Plan.

Article 5
Insurer

5.1       The Insurer shall be bound only by the terms of the Policies. Any payments the Insurer makes or actions it takes in accordance with the Policies shall fully discharge it from all claims, suits and demands of all entities or persons. The Insurer shall not be bound by or be deemed to have notice of the provisions of this Plan. The Insurer shall have the right to rely on the Company’s representations with regard to any definitions, interpretations, or Policy interests as specified under this Plan.
 
 
 

 

 
Article 6
Claims Procedure

6.1 Claims Procedure . The Company shall notify any person or entity that claims a right to an interest against this Group Term Replacement Plan (the “Claimant”) in writing, within ninety (90) days of his or her written application for benefits, of his or her eligibility or ineligibility for benefits under this Plan. If the Company determines that the Claimant is not eligible for benefits or full benefits, the notice shall set forth (1) the specific reasons for such denial, (2) a specific reference to the provisions of this Plan on which the denial is based, (3) a description of any additional information or material necessary for the Claimant to perfect his or her claim, and a description of why it is needed, and (4) an explanation of this Plan’s claims review procedure and other appropriate information as to the steps to be taken if the Claimant wishes to have the claim reviewed. If the Company determines that there are special circumstances requiring additional time to make a decision, the Company shall notify the Claimant of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional ninety-day period.

6.2 Review Procedure . If the Claimant is determined by the Company not to be eligible for benefits, or if the Claimant believes that he or she is entitled to greater or different benefits, the Claimant shall have the opportunity to have such claim reviewed by the Company by filing a petition for review with the Company within sixty (60) days after receipt of the notice issued by the Company. Said petition shall state the specific reasons which the Claimant believes entitle him or her to benefits or to greater or different benefits. Within sixty (60) days after receipt by the Company of the petition, the Company shall afford the Claimant (and counsel, if any) an opportunity to present his or her position to the Company orally or in writing, and the Claimant (or counsel) shall have the right to review the pertinent documents. The Company shall notify the Claimant of its decision in writing within the sixty-day period, stating specifically the basis of its decision, written in a manner calculated to be understood by the Claimant and the specific provisions of this Plan on which the decision is based. If, because of the need for a hearing, the sixty-day period is not sufficient, the decision may be deferred for up to another sixty-day period at the election of the Company, but notice of this deferral shall be given to the Claimant.

Article 7
Amendments and Termination

7.1       Except as provided in paragraph 8.1 of Article 8 herein, the Company may amend or terminate this Plan at any time. Unless otherwise agreed to by the Company and the Participant, the Participant’s participation in this Plan will automatically terminate upon the Participant’s Termination of Service prior to Normal Retirement Age.

Article 8
Miscellaneous

8.1 Option to Purchase. Notwithstanding anything herein to the contrary, if the Company decides to sell, surrender or transfer ownership of the Policies while this Plan is in effect, the Company shall first give notice of such intention to the Participant or the Participant’s transferee and shall allow the Participant or the Participant’s transferee the option
 
 
 

 

 
to purchase the Policies for a period of sixty (60) days from written notice of such intention. The purchase price shall be an amount equal to the greater of the cash surrender value of the Policies or the aggregate premiums paid on the Policies by the Company less any outstanding indebtedness to the Insurer. This provision shall not impair the right of the Company to terminate this Plan. If the Participant or the Participant’s transferee does not exercise the option to purchase, the Company may sell, surrender or transfer ownership of the Policies; provided, however, that if the Participant has attained the Normal Retirement Age, the Company must provide an insurance policy comparable to cover the benefit provided under this Plan. The Participant or the Participant’s transferee shall not have an option to purchase, and the Participant or the Participant’s transferee shall forfeit all rights under the Plan in the event the Participant is subject to a final removal or prohibition order issued by an appropriate federal banking agency pursuant to Section 8(e) of the Federal Deposit Insurance Act or by the Pennsylvania Department of Banking pursuant to state law.

8.2  Binding Effect . This Plan in conjunction with each Split Dollar Endorsement shall bind each Participant and the Company, their beneficiaries, survivors, executors, administrators and transferees, and any Policy beneficiary.

8.3  No Guarantee of Service . This Plan is not a contract for director services. It does not give the Participant the right to remain a director of the Company, nor does it interfere with the Company’s right to remove the Participant. It also does not require the Participant to remain a director nor interfere with the Participant’s right to terminate his or her directorship at any time.

8.4    Applicable Law . The Plan and all rights hereunder shall be governed by and construed according to the laws of the Commonwealth of Pennsylvania, except to the extent preempted by the laws of the United States of America.

8.5       Reorganization. The Company shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets to another company, firm or person unless such succeeding or continuing company, firm or person agrees to assume and discharge the obligations of the Company.

8.6         N otice . Any notice, consent or demand required or permitted to be given under the provisions of this Plan by one party to another shall be in writing, shall be signed by the party giving or making the same, and may be given either by delivering the same to such other party personally, or by mailing the same, by United States certified mail, postage prepaid, to such party, addressed to his or her last known address as shown on the records of the Company. The date of such mailing shall be deemed the date of such mailed notice, consent or demand.

8.7        E ntire Agreement. This Plan constitutes the entire agreement between the Company and the Participant as to the subject matter hereof. No rights are granted to the Participant by virtue of this Plan other than those specifically set forth herein.

8.8        A dministration. The Company shall have powers which are necessary to administer this Plan, including but not limited to:
 
 
 

 

 
 
(a)
Interpreting the provisions of the Plan;

 
(b)
Establishing and revising the method of accounting for the Plan;

 
(c)
Maintaining a record of benefit payments; and

 
(d)
Establishing rules and prescribing any forms necessary or desirable to administer the Plan.
 
8.9        N amed Fiduciary. For purposes of the Employee Retirement Income Security Act of 1974, if applicable, the Company shall be the named fiduciary and plan administrator under the Plan. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities of the plan including the employment of advisors and the delegation of ministerial duties to qualified individuals .
 
 
 

 

 
IN WITNESS WHEREOF, the Company executes this Plan the day and year first above written.
         
  COMPANY:  
         
 
PEOPLESBANK, A CODOROUS VALLEY CO.
 
         
  By      
         
  Title    
         
 
CORPORATION:
 
         
 
CODOROUS VALLEY BANCORP, INC.
 
         
  By      
         
  Title    
 
 
 

 

 
SPLIT DOLLAR POLICY ENDORSEMENT
PEOPLESBANK, A CODORUS VALLEY COMPANY
DIRECTOR GROUP TERM REPLACEMENT PLAN
 
Policy No. _____________
Insured:

Supplementing and amending the application of ________________________, 1998, to ________ ______________________________________ (“Insurer”), the applicant requests and directs that:

BENEFICIARIES

1.   PEOPLESBANK, A CODORUS VALLEY COMPANY, a Pennsylvania state bank located in York, Pennsylvania (the “Company”), shall be the direct beneficiary of death proceeds equal to the greatest of (1) the cash surrender value of the policy; (2) the aggregate premiums paid on the Policy by the Company less any outstanding indebtedness to the Insurer; or (3) the amount in excess of $100,000.

2.   The beneficiary of any remaining death proceeds shall be designated by the Insured or the Insured’s transferee, subject to the provisions of paragraph (5) below.

OWNERSHIP

3.   The Owner of the policy shall be the Company. The Owner shall have all ownership rights in the Policy except as may be specifically granted to the Insured or the Insured’s transferee in paragraph (4) of this endorsement.

4.   The Insured or the Insured’s transferee shall have the right to assign all rights and interests in the Policy with respect to that portion of the death proceeds designated in paragraph (2) of this endorsement, and to exercise all settlement options with respect to such death proceeds.

5.        Notwithstanding the provisions of paragraph (4) above, the Insured or the Insured’s transferee shall have no rights or interests in the Policy with respect to that portion of the death proceeds designated in paragraph (2) of this endorsement if the Insured ceases to be a member of the Company’s Board of Directors for any reason whatsoever (other than by reason of a leave of absence which is approved by the Company), unless otherwise agreed to by the Company and the Insured.
 
 
 

 

 
MODIFICATION OF ASSIGNMENT PROVISIONS OF THE POLICY

Upon the death of the Insured, the interest of any collateral assignee of the Owner of the Policy designated in (3) above shall be limited to the portion of the proceeds described in paragraph (1) above.
 
OWNERS AUTHORITY

The Insurer is hereby authorized to recognize the Owner’s claim to rights hereunder without investigating the reason for any action taken by the Owner, including its statement of the amount of premiums it has paid on the Policy. The signature of the Owner shall be sufficient for the exercise of any rights under this Endorsement and the receipt of the Owner for any sums received by it shall be a full discharge and release therefore to the Insurer.

Any transferee’s rights shall be subject to this Endorsement.

Signed at ____________________, Pennsylvania, this _______ day of ______________, 1998.

COMPANY:

PEOPLESBANK, A CODORUS VALLEY COMPANY
       
By    
Its      
 
CORPORATION:

CODORUS VALLEY BANCORP, INC.
       
By    
Its      
 
The Insured accepts and agrees to the foregoing and, subject to the rights of the Owner as stated above, designates ____________________________________ as primary beneficiary and __________________________________ as secondary beneficiary of the portion of the proceeds described in (2) above.

Signed at ____________________, Pennsylvania, this ________ day of _____________, 1998.

THE INSURED:
 
   
 
 
 

 


EXHIBIT A

PEOPLESBANK, A CODORUS VALLEY COMPANY
DIRECTOR GROUP TERM REPLACEMENT PLAN

ELECTION TO PARTICIPATE

I, _______________, an eligible Participant of the Peoplesbank, a Codorus Valley Company Group Term Replacement Plan (the “Plan”) dated December 1, 1998, hereby elect to become a Participant of the Plan in accordance with Section 2.2 of the Plan. Additionally, I acknowledge that I have read the Plan document and agree to be bound by its terms.
 
Executed this 1 st day of December, 1998.
     
Witness  
Participant
 
 
 

 

 
EXHIBIT B

PEOPLESBANK, A CODORUS VALLEY COMPANY
DIRECTOR GROUP TERM REPLACEMENT PLAN

LIST OF PARTICIPANTS
                     
 
Participant’s Name
     
Insurer
     
Policy Number
 
   
__________________________
 
________________
________________________
 
__________________________
 
________________
________________________
 
__________________________
 
________________
________________________
 
__________________________
 
________________
________________________
 
__________________________
 
________________
________________________
 
__________________________
 
________________
________________________
 
__________________________
 
________________
________________________
 
__________________________
 
________________
________________________
 
__________________________
 
________________
________________________
 
__________________________
 
________________
________________________
 
__________________________
 
________________
________________________
 
__________________________
 
________________
________________________
 
__________________________
 
________________
________________________
 
__________________________
 
________________
________________________
 
________________________
 
________________
 
 

 

EXHIBIT 10.24

 

 
               
 
CONFIDENTIAL TREATMENT REQUESTED
 
     
 
PeoplesBank, A Codorus Valley Company
 
 
Executive Incentive Plan
 
 
Final – February 14, 2012
 
     
   
Approved by
 
    Board of Directors:
  February 14, 2012
   
           
   
Approved by
     
    Compensation Committee:
February 14, 2012
   
     
 
CONFIDENTIAL TREATMENT REQUESTED
 
     
 
 
 

 

 
CONFIDENTIAL TREATMENT REQUESTED

PeoplesBank, A Codorus Valley Company
Executive Incentive Plan
   
I.
Introduction
The success of both PeoplesBank and Codorus Valley Bancorp, Inc. (“the Company”) is dependent upon the Company’s ability to meet and exceed financial and strategic objectives, increase the value of the franchise and operate in the best long-term interests of the shareholders. This success is dependent upon the contributions of each individual executive which collectively determine the Company’s performance and results.
 
PeoplesBank intends to provide executives with a structured incentive compensation opportunity in order to recognize the contribution that each makes to the overall performance of the organization. The purpose of this incentive plan is to motivate, reward and reinforce performance and achievement of corporate goals and individual performance/contributions in support of the Company’s strategic objective for growth and profitability. Opportunities for reward for the executives exist for meeting and exceeding established financial goals as well as for recognition of individual contributions.

While risk is an inherent aspect of business, this compensation plan is designed to reward executives for certain levels of performance without encouraging undue risk-taking which could materially threaten the safety and soundness of the Company or business unit.

This Executive Incentive Plan (“the Plan”) has been developed as a meaningful compensation tool to encourage and reward participants for the part that they play in the overall success of the Company. The Plan is designed to:

 
•
provide a form of results-oriented variable compensation which is directly linked to overall Company performance in terms of net income, and,
 
•
provide for recognition of individual contribution to the Company’s performance through an individual performance level which can be utilized to adjust an employee’s award up or down based on individual contribution/performance
     
 
CONFIDENTIAL TREATMENT REQUESTED
 
February 2012   Page 2
 
 
 

 

 
CONFIDENTIAL TREATMENT REQUESTED

PeoplesBank, A Codorus Valley Company
Executive Incentive Plan
   
II.
Definitions
Various terms used in this plan document are defined as follows:
     
Target
 
defined as 100% of goal
     
Threshold
 
defined as a predetermined point 90% of target goal
     
Maximum
 
defined as a predetermined point 120% of target goal
     
Target Payout Level
 
defined as a predetermined percentage of base salary as outlined in Exhibit B at target performance
     
Threshold Payout Level
 
defined as a predetermined percentage of base pay less than 100% of target award level
     
Maximum Payout Level
 
defined as a predetermined percentage of base pay greater than 100% of target award level

III.
Plan Year
The plan year for this program will be the calendar year. The effective date of the Plan is January 1, 2012. The Plan will pay out annually based on achievement of established goals and performance measures. The performance measures for the Plan will be determined, calculated and approved annually.

IV.
Eligibility for Participation
All PeoplesBank executives who meet the criteria below will be eligible to participate in the Executive Incentive Plan. A listing of participant categories by grouping appears in Exhibit A.

Employees on a leave of absence (including FMLA, Long Term Disability, Short Term Disability, etc.) will be eligible; however, their distribution will be pro-rated based upon the number of full months of work completed during the plan year under consideration.

Eligibility for incentive payout will be determined by the participant’s most recent performance rating. To be eligible, individuals must have a minimally satisfactory rating and not be on probation and/or written warning during the plan year or at the time of award payment. Exceptions to this are only made by the Chief Executive Officer and would occur if an employee
     
 
CONFIDENTIAL TREATMENT REQUESTED
 
February 2012   Page 3
 
 
 

 

 
CONFIDENTIAL TREATMENT REQUESTED

PeoplesBank, A Codorus Valley Company
Executive Incentive Plan
   
who was on probation during the year has successfully remedied the performance deficiency for a sufficient time period prior to award payment.

Newly hired executive employees will be eligible for participation in the Executive Incentive Plan providing they were hired prior to October 1 of the plan year. Payout for current year hires will be pro-rated based on their actual pay during the plan year. If hired after October 1, the executive will be eligible for the next plan year.

A participant’s eligibility ceases at termination of employment (except in the case of retirement, death or disability) and the participant will not receive any awards under the Plan beyond those already received. To be eligible for an award, an employee must be employed as of the payout date.

V.  
Performance Factors
The Plan is based upon overall Company performance against pre-defined performance factors. These factors may change from year to year. In general, these factors may be measures such as net income, return on assets, return on equity, earnings per share, balance sheet growth or similar indicators. The factors and weighing of the factors are determined at the beginning of each plan year. Each factor has quantifiable objectives consisting of threshold, target, and maximum goals. Annual goals are determined at the beginning of each plan year and may change from year to year. The goals are established each year by the Board of Directors and Executive Management and are generally done in conjunction with the budgeting process.

The Company’s performance factors for each year’s plan are found in Exhibit B. Individual participant performance measures will be documented in the format (or similar format) indicated in Exhibit C.

While every effort has been made to ensure that this incentive plan does not motivate or reward undue risk-taking, any results deemed to have been the result of inappropriate risk will be backed out of incentive payments. The Board of Directors has the discretion to adjust incentive payments down by as much as 100% if it is determined that excessive risk has been taken. This can be done on an individual or overall basis, as appropriate.
     
 
CONFIDENTIAL TREATMENT REQUESTED
 
February 2012   Page 4
 
 
 

 

 
CONFIDENTIAL TREATMENT REQUESTED

PeoplesBank, A Codorus Valley Company
Executive Incentive Plan
   
Executive incentives will have two components:

 
1.
An award determined by overall Company financial performance against pre-defined goals.
 
2.
An individual performance factor which can increase or decrease each employee’s actual award based on annual performance and work production during the year.

VI.  
Award Calculation and Distribution
Payout amounts are calculated according to the level of overall Company achievement as compared to goals as explained in Exhibit B. Payout for Company performance between the threshold and target and target and maximum is interpolated.

Performance above the defined maximum levels, while not necessarily undesirable or unrealistic, has the potential of requiring increased risk, therefore incentive opportunity will not increase for performance above maximum.

Generally, Company performance below threshold will result in no award (including no individual award) under the Plan. However, in the case of Company performance below threshold, the Board of Directors has the discretion to create a pool equal to 3% of the base compensation of plan Category 2 and 3 participants for distribution to selected Category 2 and 3 participants based upon individual performance/contribution.

The designated individual(s), as detailed in Exhibit B, will assess the contributions and performance of each participant following the end of the plan year and apply the individual performance factor as it appears in the grid in Exhibit B to determine awards. Individual employee performance which is not meeting the position’s requirements will result in no award granted to that individual for that year even though Company performance is above threshold.

Actual individual payouts are then distributed to eligible participants based on payout percentage of base pay (defined as base salary as of December 31 of the plan year) for the year.
     
 
CONFIDENTIAL TREATMENT REQUESTED
 
February 2012   Page 5
 
 
 

 

 
CONFIDENTIAL TREATMENT REQUESTED

PeoplesBank, A Codorus Valley Company
Executive Incentive Plan
   
Payment will be made following the release of the prior year financials by the external auditors. This will occur no later than March 15 of the following year. The Company will deduct from all payments under this plan any federal, state or local taxes required by law to be withheld from such payments. Any participant terminating employment (except retirement, death, or disability) prior to actual payment of award will forfeit that award.

VII.
Clawback
Awards will be recalculated if the relevant Company or individual performance measures upon which they are based are restated or otherwise adjusted within the 36-month period following the public release of the financial information. Any material overpayments or adjustments required by law will be owed back to the Company.

VIII. 
Administration
At least annually, the Head of Human Resources (who has responsibility for risk assessment) will review this plan and provide a report including a detailed assessment regarding any risk issues inherent in the Plan. This risk report and the plan document in full will be reviewed by the Compensation Committee of the Board of Directors to ensure that the plan design is consistent with the compensation philosophy of the Company and that the Plan does not motivate undue risk taking.   The annual review will also include the market competitiveness of the Plan, the plan’s alignment with the Company’s strategic plan, an assessment of how the Plan meets the objectives in the Introduction of this document, plus the Plan’s impact on the overall safety and soundness of the Company.   The Committee will then provide a report and recommendations to the full Board of Directors who are responsible to approve the Plan. The Board of Directors of the Company may amend the Plan at any time.

Once established, performance factors and goals are intended to remain in place for the entire year; however, the Board of Directors reserves the right to adjust goals if extenuating circumstances warrant such action.

Participation, performance factors, thresholds, targets, maximums and any other participation features are established each plan year and may change from year to year according to the strategic objectives of the Company.
     
 
CONFIDENTIAL TREATMENT REQUESTED
 
February 2012   Page 6
 
 
 

 

 
CONFIDENTIAL TREATMENT REQUESTED

PeoplesBank, A Codorus Valley Company
Executive Incentive Plan
   
The Plan does not constitute a contract of employment, and participation in the Plan does not give any employee the right to be retained in the service of the Company or any right or claim to an award under the Plan unless specifically accrued under the terms of this plan. Designation as a plan participant conveys the opportunity, but not the right, to any awards conferred under the Plan.

Any right of a participant or his or her beneficiary to the payment of an award under this plan may not be assigned, transferred, pledged or encumbered.

The Board of Directors shall have full power and authority to construe, interpret, manage and control this plan. The plan administrator shall be designated at the discretion of the CEO.
The Board of Directors may also terminate, modify, or amend this plan. Amendments can include adjustments to the performance factors or award calculations for any significant extraordinary financial items occurring in any given time period.

Any decisions made or action taken by the Board arising out of, or in connection with, the administration, interpretation and effect of the Plan shall be at their absolute discretion and will be conclusive and binding on all parties. The Company reserves the right to amend, suspend, reinstate or terminate all or any part of the Plan at any time.

The Company will give prompt written notice to each participant of any amendment, suspension, termination or any material modification of the Plan. The Board also reserves the right to withhold or amend award payments based on performance or circumstances deemed highly unusual.

Any adjustments to the financial performance results utilized in this plan because of extraordinary gains or losses or other items must be approved by the Board of Directors.

IX.
Governing Law
Except as preempted under federal law, the provisions of the Plan shall be construed, administered and enforced in accordance with the domestic internal law of the Commonwealth of Pennsylvania.
     
 
CONFIDENTIAL TREATMENT REQUESTED
 
February 2012   Page 7
 
 
 

 

 
CONFIDENTIAL TREATMENT REQUESTED

PeoplesBank, A Codorus Valley Company
Executive Incentive Plan
   

X. 
Plan Approval
This plan has been approved by the Board of Directors of Codorus Valley Bancorp, Inc. on February 14, 2012.
     
By    
 
 Board of Directors
 
 
 Codorus Valley Bancorp, Inc.
 
     
     
 
 Compensation Committee
 
 
 Codorus Valley Bancorp, Inc.
 
     
 
CONFIDENTIAL TREATMENT REQUESTED
 
February 2012   Page 8
 
 
 

 

 
CONFIDENTIAL TREATMENT REQUESTED

PeoplesBank, A Codorus Valley Company
Executive Incentive Plan
   

Exhibit A
 
Employee Incentive Plan
Participation Categories
     
  Category 1 – 
President & CEO
     
 
Category 2 – 
Chief Credit Officer
   
Chief Counsel
Chief Financial Officer
Chief Lending Officer
Chief Operating Officer
Head of HR
Head of Retail
SVP, Wealth Management
     
  Category 3 -   CIO
   
SVP, General Services
VP, Auditor
VP, Marketing
     
 
CONFIDENTIAL TREATMENT REQUESTED
 
February 2012   Page 9
 
 
 

 

 
CONFIDENTIAL TREATMENT REQUESTED

PeoplesBank, A Codorus Valley Company
Executive Incentive Plan
   
Exhibit B
 
Performance Award Schedule
Plan Year 2015
 
Category 1
 
COMPANY GOALS
Performance Measure - Net Income
                     
 
Threshold (90% of Target)
     
Target
     
Maximum (120% of Target)
 
$[redacted]*
 
$[redacted]*
 
$[redacted]*
 
COMPANY GOAL AWARD
(% of Base Pay)
 
 
Threshold
     
Target
     
Maximum
 
12.5%
 
25%
 
37.5%
 
INDIVIDUAL PERFORMANCE FACTOR
 
+/- 20% of the award based on individual performance as determined by BOD
 
+/- 20% of the award based on individual performance as determined by BOD
 
+/- 20% of the award based on individual performance as determined by BOD
 
POTENTIAL AWARD RANGE
(% of Base Pay)
 
Threshold
     
Target
     
Maximum
 
10 – 15%
 
20 – 30%
 
30 – 45%
 
  Parameters for 2015
 
1.
Base pay is defined as base salary as of December 31 of plan year.
 
2.
Company performance factor(s) must meet or exceed threshold to initiate an award in the Plan.
 
3.
Awards for performance above threshold but between defined points (threshold, target, maximum) will be interpolated.
 
4.
Performance above maximum level will be paid at maximum award level.
 
5.
The Board of Directors has the discretion to adjust incentive payments down by as much as 100% if it is determined that excessive risk has been taken. This can be done on an individual or overall basis, as appropriate.
 
6.
Net income is defined as net income after all expenses including the dividend paid on the preferred shares and the expense of the awards under this plan.

*Portions of this exhibit have been redacted and are subject to a confidential treatment request filed with the Secretary of the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities
     
 
CONFIDENTIAL TREATMENT REQUESTED
 
February 2012   Page 10
 
 
 

 

 
CONFIDENTIAL TREATMENT REQUESTED

PeoplesBank, A Codorus Valley Company
Executive Incentive Plan
   
Exchange Act of 1934. The redacted material has been filed separately under the request for confidential treatment.
 
Exhibit B
 
Performance Award Schedule
Plan Year 2015
 
Category 2
 
COMPANY GOALS
Performance Measure - Net Income
                     
 
Threshold (90% of Target)
     
Target
     
Maximum (120% of Target)
 
$[redacted]*
 
$[redacted]*
 
$[redacted]*
 
COMPANY GOAL AWARD
(% of Base Pay)
 
 
Threshold
     
Target
     
Maximum
 
10%
 
20%
 
30%
 
INDIVIDUAL PERFORMANCE FACTOR
 
+/- 35% of the award based on individual performance as determined by BOD
 
+/- 35% of the award based on individual performance as determined by BOD
 
+/- 35% of the award based on individual performance as determined by BOD
 
POTENTIAL AWARD RANGE
(% of Base Pay)
 
Threshold
     
Target
     
Maximum
 
6.5 – 13.5%
 
13 – 27%
 
19.5 – 40.5%
 
Parameters for 2015
 
1.
Base pay is defined as base salary as of December 31 of plan year.
 
2.
Generally, Company performance factor(s) must meet or exceed threshold to initiate an award in the Plan. However, in the case of corporate performance below threshold, the Board of Directors has the discretion to create a pool equal to 3% of the base compensation of Category 2 and 3 plan participants for distribution to selected Category 2 and 3 participants based upon exceptional individual performance/contribution.
 
3.
Awards for performance above threshold but between defined points (threshold, target, maximum) will be interpolated.
 
4.
Performance above maximum level will be paid at maximum award level.
     
 
CONFIDENTIAL TREATMENT REQUESTED
 
February 2012   Page 11
 
 
 

 

 
CONFIDENTIAL TREATMENT REQUESTED

PeoplesBank, A Codorus Valley Company
Executive Incentive Plan
   
 
5.
The Board of Directors has the discretion to adjust incentive payments down by as much as 100% if it is determined that excessive risk has been taken. This can be done on an individual or overall basis, as appropriate.
 
6.
Net income is defined as net income after all expenses including the dividend paid on the preferred shares and the expense of the awards under this plan.

*Portions of this exhibit have been redacted and are subject to a confidential treatment request filed with the Secretary of the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. The redacted material has been filed separately under the request for confidential treatment.
 
Exhibit B
 
Performance Award Schedule
 
Plan Year 2015
 
Category 3
 
COMPANY GOALS
Performance Measure - Net Income
                     
 
Threshold (90% of Target)
     
Target
     
Maximum (120% of Target)
 
$[redacted]*
 
$[redacted]*
 
$[redacted]*
 
COMPANY GOAL AWARD
(% of Base Pay)
 
Threshold
     
Target
     
Maximum
 
7.5%
 
15%
 
22.5%
 
INDIVIDUAL PERFORMANCE FACTOR
+/- 50% of the award based on individual performance as determined by BOD
 
+/- 50% of the award based on individual performance as determined by BOD
 
+/- 50% of the award based on individual performance as determined by BOD
 
POTENTIAL AWARD RANGE
(% of Base Pay)
 
Threshold
     
Target
     
Maximum
 
3.75 – 11.25%
 
7.5 – 22.5%
 
11.25 – 33.75%
 
Parameters for 2015
 
1.
Base pay is defined as base salary as of December 31 of plan year.
 
2.
Generally, Company performance factor(s) must meet or exceed threshold to initiate an award in the Plan. However, in the case of corporate performance
     
 
CONFIDENTIAL TREATMENT REQUESTED
 
February 2012   Page 12
 
 
 

 

 
CONFIDENTIAL TREATMENT REQUESTED

PeoplesBank, A Codorus Valley Company
Executive Incentive Plan
   
 
 
below threshold, the Board of Directors has the discretion to create a pool equal to 3% of the base compensation of Category 2 and 3 plan participants for distribution to selected Category 2 and 3 participants based upon exceptional individual performance/contribution.
 
3.
Awards for performance above threshold but between defined points (threshold, target, maximum) will be interpolated.
 
4.
Performance above maximum level will be paid at maximum award level.
 
5.
The Board of Directors has the discretion to adjust incentive payments down by as much as 100% if it is determined that excessive risk has been taken. This can be done on an individual or overall basis, as appropriate.
 
6.
Net income is defined as net income after all expenses including the dividend paid on the preferred shares and the expense of the awards under this plan.

*Portions of this exhibit have been redacted and are subject to a confidential treatment request filed with the Secretary of the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. The redacted material has been filed separately under the request for confidential treatment.
     
 
CONFIDENTIAL TREATMENT REQUESTED
 
February 2012   Page 13
 
 
 

 

 
CONFIDENTIAL TREATMENT REQUESTED

PeoplesBank, A Codorus Valley Company
Executive Incentive Plan
   
EXHIBIT C
 
PEOPLESBANK
EXECUTIVE INCENTIVE PLAN
INDIVIDUAL PEFORMANCE MEASURES
PLAN YEAR 2012

Guidelines

Goals are to be:
 
•
Clearly and specifically defined
 
•
Realistic
 
•
Measurable – includes language that quantifies or qualifies specific, observable, verifiable results and defines target levels of projected accomplishment – include quality, quantity, timeliness, cost-effectiveness. Numeric measures are ideal although descriptive measures, involving a description of satisfactory accomplishment, can be used if the goal cannot be measured with numbers.
 
•
Result in significant improvement in performance and/or productivity of the individual and/or organization
 
•
Detail the timeframe for accomplishing goals
 
•
Business Plan Goals must align with strategic goals, business plan goals and/or budget priorities.
 
•
Personal Development Goals should align with areas of personal development which will improve management effectiveness and leadership.
     
 
CONFIDENTIAL TREATMENT REQUESTED
 
February 2012   Page 14
 
 
 

 

 
CONFIDENTIAL TREATMENT REQUESTED

PeoplesBank, A Codorus Valley Company
Executive Incentive Plan
   

Goal:
What is to be accomplished
and how?
How does this goal link to
strategic goals or business
plan goals?
 
How will goal be
measured?
How does this goal
represent a significant
improvement in
productivity or
performance of the
individual or the
organization
Timeframe/Deadlines
Business plan goals
     
1.
 
 
 
     
2.
 
 
 
 
     
3.
 
 
 
     
Personal development goal
     
1.
 
 
 
 
     
     
 
CONFIDENTIAL TREATMENT REQUESTED
 
February 2012   Page 15
 
 

 

EXHIBIT 21

SUBSIDIARIES OF CODORUS VALLEY BANCORP, INC.
     
1.
PeoplesBank, A Codorus Valley Company – 100% owned
 
(chartered in Pennsylvania)
 
105-109 Leader Heights Road
 
York, PA 17403
   
2.
SYC Realty Company, Inc. – 100% owned
 
(incorporated in Pennsylvania)
 
1 Manchester Street, P.O. Box 67
 
Glen Rock, Pennsylvania 17327
   
3.
CVLY Corp. – 100% owned
 
(incorporated in Pennsylvania)
 
105 Leader Heights Road
 
York, PA 17405
   
4.
CVB Statutory Trust I – 100% owned (1)
 
(formed in Delaware)
 
Trustee:
 
Wilmington Trust Company
 
Rodney Square North
 
1100 North Market Street
 
Wilmington, Delaware 19890
 
Attn: Corporate Trust Administration
   
5.
CVB Statutory Trust 2 – 100% owned (1)
 
(formed in Delaware)
 
Trustee:
 
Wells Fargo Bank, National Association
 
919 Market Street
 
Suite 700
 
Wilmington, Delaware 19801
 
Attn: Corporate Trust Division
   
 
(1)
The Statutory Trusts have not been consolidated into the financial statements of the Corporation in accordance with ASC Topic 810, “Consolidation”.
 
108

 

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Codorus Valley Bancorp, Inc.
York, Pennsylvania
 
We hereby consent to the incorporation by reference in the Registration Statements on Forms S-3 (No. 333-46171, No. 333-179179, No. 333-157145, No. 333-192474, and No. 333-195484) and Forms S-8 (No. 333-40532, No. 333-68410, No. 333-143682, No. 333-143683, No. 333-182800, No. 333-182801, No. 333-09277, and No. 333-61851) of Codorus Valley Bancorp, Inc. of our reports dated March 10, 2015, relating to the consolidated financial statements and the effectiveness of Codorus Valley Bancorp, Inc.’s internal control over financial reporting, which appear in this Form 10-K.

/s/BDO USA, LLP

Harrisburg, Pennsylvania
March 10, 2015
 
109

 

 

 
EXHIBIT 23

Consent of Independent Registered Public Accounting Firm

 

 

Codorus Valley Bancorp, Inc.
York, Pennsylvania

 

We hereby consent to the incorporation by reference in the Registration Statements on Forms S-3 (No. 333-46171, No. 333-179179, No. 333-157145, No. 333-195484, and No. 192474) and Forms S-8 (No. 333-40532, No. 333-68410, No. 333-143682, No. 333-143683, No. 333-182800, No. 333-182801, No. 333-09277 and No. 333-61851) of Codorus Valley Bancorp, Inc. of our report dated March 28, 2013, relating to the consolidated financial statements which appear in this Form 10-K.

 

/s/ Baker Tilly Virchow Krause, LLP

 

 

Allentown, Pennsylvania
March 10, 2015

   

 
110

 

EXHIBIT 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Larry J. Miller and Michael D. Peduzzi, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including his capacity as a director and/or officer of Codorus Valley Bancorp, Inc.), to sign this Form 10-K and any or all amendments to this Form 10-K and to file the same, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them 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 to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
               
Signature
 
 
Title
 
 
Date
 
         
/s/ Rodney L. Krebs
 
Chairman of the Board of
 
3/10/15
Rodney L. Krebs
 
Directors and Director
   
         
/s/ Larry J. Miller
 
President, Chief Executive Officer,
 
3/10/15
Larry J. Miller
 
Vice-Chairman of the Board of
   
(Principal Executive Officer)
 
Directors and Director
   
         
/s/ D. Reed Anderson
 
Director
 
3/10/15
D. Reed Anderson, Esq.
       
         
/s/ Cynthia A. Dotzel
 
Director
 
3/10/15
Cynthia A. Dotzel, CPA
       
         
/s/ Jeffrey R. Hines
 
Director
 
3/10/15
Jeffrey R Hines, P.E.
       
         
/s/ MacGregor S. Jones
 
Director
 
3/10/15
MacGregor S. Jones
       
         
 
 
Director
 
3/10/15
Dallas L. Smith
       
         
/s/ Harry R. Swift
 
Director
 
3/10/15
Harry R. Swift, Esq.
       
         
/s/ Michael D. Peduzzi
 
Treasurer and Assistant Secretary
 
3/10/15
Michael D. Peduzzi, CPA
       
(Principal Financial and Accounting Officer)
       
 
111

 

EXHIBIT 31.1

Certification of Principal Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
I, Larry J. Miller, certify that:

1.            I have reviewed this annual report on Form 10-K of Codorus Valley Bancorp, Inc.;

2.            Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.            Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.            The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 
(a)  
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b)  
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c)  
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d)  
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.            The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 
(a)  
All significant deficiencies and material weaknesses in the design or operation of the internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
     
Date:
   March 10, 2015
/s/ Larry J. Miller
   
Larry J. Miller, Vice-Chairman,
   
President and Chief Executive Officer
 
112

 

EXHIBIT 31.2

Certification of Principal Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Michael D. Peduzzi, certify that:

1.        I have reviewed this annual report on Form 10-K of Codorus Valley Bancorp, Inc.;

 
4.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 
5.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.         The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.         The registrant’s other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 
(a)
All significant deficiencies and material weaknesses in the design or operation of the internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
 
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
       
Date:
  March 10, 2015
 
/s/ Michael D. Peduzzi
     
Michael D. Peduzzi, CPA
     
Treasurer and Assistant Secretary
 
113

 

EXHIBIT 32

Certification of Principal Executive Officer and Principal Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

The certification set forth below is being submitted in connection with the Annual Report of Codorus Valley Bancorp, Inc. (the “ Company ” ) on Form 10-K for the period ending December 31, 2014, as filed with the Securities and Exchange Commission (the “Report”), for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.

Larry J. Miller, the Principal Executive Officer, and Michael D. Peduzzi, the Principal Financial Officer of the Company, each certifies that, to the best of his knowledge:

 
1.
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act; and

 
2.
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
     
Date: March 10, 2015
/s/ Larry J. Miller
 
 
Larry J. Miller
 
 
Vice-Chairman, President
 
 
and Chief Executive Officer
 
     
 
/s/ Michael D. Peduzzi
 
 
Michael D. Peduzzi, CPA
 
 
Treasurer and Assistant Secretary
 
 
114