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) – May 10, 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 May 10, 2016, PeoplesBank, a Codorus Valley Company (“PeoplesBank”), the wholly-owned subsidiary of Codorus Valley Bancorp, Inc. (the “Corporation”), entered into a Third Amendment to the PeoplesBank, A Codorus Valley Company Salary Continuation Agreement with Larry J. Miller, Executive Chairman of PeoplesBank (the “Amendment”).
The Amendment extends the period during which Mr. Miller’s annual benefit under the Salary Continuation Agreement (the “Agreement”) may receive monthly increases of .3274% from sixty (60) months following Normal Retirement Age to up to one hundred two (102) months following Normal Retirement Age.
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 | Third Amendment to the PeoplesBank, A Codorus Valley Company Salary Continuation Agreement dated May 10, 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: May 16, 2016 | /s/ Larry J. Miller | |
| Larry J. Miller | ||
| Chairman, President and Chief | ||
| Executive Officer | ||
| (Principal Executive Officer) |
EXHIBIT INDEX
| Exhibit Number | Description | |
| 10.1 | Third Amendment to the PeoplesBank, A Codorus Valley Company Salary Continuation Agreement dated May 10, 2016. |
Exhibit 10.1
THIRD AMENDMENT TO THE
PEOPLESBANK, A CODORUS VALLEY COMPANY
SALARY CONTINUATION AGREEMENT
THIS THIRD AMENDMENT (the “Amendment”) is adopted this 10th day of May, 2016, by and between PeoplesBank, A Codorus Valley Company, located in York, Pennsylvania (the “Bank”) and Larry J. Miller (the “Executive”).
The Bank and the Executive executed the Salary Continuation Agreement on October 1, 1998 and two subsequent amendments thereto (collectively, the “Agreement”) to provide retirement benefits to the Executive. The Bank and the Executive now wish to amend the Agreement to allow for monthly increases in the benefit for up to one hundred two (102) months following the Executive’s Normal Retirement Age.
Now, therefore, the Bank and the Executive amend the Agreement as follows.
Section 2.1.1 of the Agreement shall be deleted and replaced by the following:
| 2.1.1 | Amount of Benefit . The initial annual benefit under this Section 2.1 (pursuant to the Second Amendment adopted December 23, 2008) is One Hundred Thirty Thousand Four Hundred Thirty-Three Dollars ($130,433). If Termination of Employment occurs after Normal Retirement Age, this benefit shall be increased by .3274% per month for up to a maximum of one hundred two (102) months, for each full month between Normal Retirement Age and the commencement of benefit payments hereunder. |
IN WITNESS WHEREOF, the Executive and a duly authorized representative of the Bank have signed this Amendment.
| Executive: | Bank: | ||||
| By: | |||||
| Larry J. Miller | Title: |