UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) – April 14, 2016
CODORUS VALLEY BANCORP, INC .
(Exact name of registrant as specified in its charter)
| Pennsylvania | 0-15536 | 23-2428543 |
| (State or other | (Commission File | (IRS Employer |
| jurisdiction of | Number) | Number) |
| incorporation) | ||
|
105 Leader Heights Road P.O. Box 2887 York, Pennsylvania |
17405-2887 | |
| (Address of principal executive offices) | (Zip code) |
717-747-1519
(Registrant’s telephone number including area code)
N/A
(Former name or address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
CODORUS VALLEY BANCORP, INC.
FORM 8-K
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 14, 2016, Codorus Valley Bancorp, Inc. (the “Corporation”) and PeoplesBank, a Codorus Valley Company (“PeoplesBank”), entered into a First Amendment to Employment Agreement with A. Dwight Utz, Executive Vice President and Chief Operating Officer of the Corporation and President and Chief Executive Officer of PeoplesBank (the “Amendment”). The Amendment was entered into in connection with Mr. Utz’s previously announced promotion to the position of President and Chief Executive Officer of PeoplesBank, effective March 8, 2016.
The Amendment amends the Employment Agreement to reflect Mr. Utz’s new position at PeoplesBank, his current annual base salary ($375,000 per year) and an increase in his change in control benefit (from two times the sum of his then current annual base salary and the highest bonus amount paid to him in one of the three calendar years preceding the year of termination, to three times the sum of such amounts, plus continued participation in any employee benefit plans and programs for a period of three years from the date of termination, rather than two years).
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. | |
| (d) | Exhibits | |
| Exhibit No. | Description | |
| 10.1 | First Amendment to Employment Agreement dated April 14, 2016 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Codorus Valley Bancorp, Inc. | |||
| (Registrant) | |||
| Date: April 15, 2016 | /s/ Larry J. Miller | ||
| Larry J. Miller | |||
| Chairman, President and Chief | |||
| Executive Officer | |||
| (Principal Executive Officer) |
EXHIBIT INDEX
| Exhibit Number | Description |
| 10.1 | First Amendment to Employment Agreement dated April 14, 2016 |
Exhibit 10.1
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT (“Amendment”) is made as of the 14th day of April, 2016, by and among CODORUS VALLEY BANCORP, INC. , a Pennsylvania business corporation (the “Corporation”), PEOPLESBANK, A Codorus Valley Company , a Pennsylvania banking institution (the “Bank”), and A. DWIGHT UTZ , an adult individual (the “Executive”), and amends that certain Employment Agreement made as of September 17, 2015, among the parties hereto (the “Employment Agreement”).
WITNESSETH
WHEREAS , the Corporation, the Bank and the Executive desire to amend the Employment Agreement to reflect the Executive’s change in position, salary and change in control benefit, all as hereinafter set forth.
NOW, THEREFORE , the parties hereto, intending to be legally bound hereby, agree as follows:
1. Change in Position . Sections 2, 3(c)(i) and 4(f) of the Employment Agreement are hereby amended and modified to replace the phrase “Executive Vice President and Chief Operating Officer of the Corporation and Bank” with “Executive Vice President and Chief Operating Officer of the Corporation and President and Chief Executive Officer of the Bank”.
2. Salary Adjustment . Section 4(a) of the Employment Agreement is hereby amended and modified to replace the reference to “three hundred fifty thousand dollars ($350,000)” with “three hundred seventy-five thousand dollars ($375,000)”.
3. Change in Control Benefit . Section 6(a)(i) is hereby amended and modified to replace the reference to “two times” with “three times” and Section 6(a)(ii) is hereby amended and modified to replace the reference to “two (2) years” with “three (3) years”.
4. Ratification of Employment Agreement . In all other respects, the Employment Agreement, as amended above, is hereby ratified and confirmed by the parties thereto. All other provisions of the Employment Agreement shall remain in full force and effect as amended hereby.
[ signature page follows ]
IN WITNESS WHEREOF , the parties, each intending to be legally bound, have executed the Amendment as of the date, month and year first above written.
| ATTEST: | CODORUS VALLEY BANCORP, INC. | ||||
| By: | |||||
| Secretary | Larry J. Miller | ||||
| Chairman, President & CEO | |||||
| ATTEST: | PEOPLESBANK, | ||||
| A CODORUS VALLEY COMPANY | |||||
| By: | |||||
| Secretary | Larry J. Miller | ||||
| Executive Chair | |||||
| WITNESS: | |||||
| A. Dwight Utz | |||||
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