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 - January 3, 2006
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)
of 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 (see General Instruction A.2. below):
[ ] 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))
Page 1 of 66 sequentially numbered pages in manually signed copy
Exhibit Index found on page 4
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CODORUS VALLEY BANCORP, INC.
FORM 8-K
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Codorus Valley Bancorp, Inc., PeoplesBank, A Codorus Valley Company
and Larry J. Miller entered into a new Employment Agreement, dated
December 27, 2005, which replaces an earlier Employment Agreement. A
copy of Mr. Miller's Employment Agreement is attached to this filing
as Exhibit 10.1.
Codorus Valley Bancorp, Inc., PeoplesBank, A Codorus Valley Company
and Larry J. Miller entered into a Long Term Nursing Care Agreement,
dated December 27, 2005. A copy of Mr. Miller's Long Term Nursing Care
Agreement is attached to this filing as Exhibit 10.2.
PeoplesBank, A Codorus Valley Company, a wholly owned subsidiary of
Codorus Valley Bancorp, Inc., amended the Salary Continuation
Agreement with Larry J. Miller, dated October 1, 1998. A copy of the
Amendment to Mr. Miller's, Salary Continuation Agreement is attached
to the filing as Exhibit 10.3.
PeoplesBank, A Codorus Valley Company, a wholly owned subsidiary of
Codorus Valley Bancorp, Inc., amended the Salary Continuation
Agreement with Harry R. Swift, dated October 1, 1998. A copy of the
Amendment to Mr. Swift's, Salary Continuation Agreement is attached to
the filing as Exhibit 10.4.
PeoplesBank, A Codorus Valley Company, a wholly owned subsidiary of
Codorus Valley Bancorp, Inc., amended the Salary Continuation
Agreement with Jann A. Weaver, dated October 1, 1998. A copy of the
Amendment to Mr. Weaver's, Salary Continuation Agreement is attached
to the filing as Exhibit 10.5.
Codorus Valley Bancorp, Inc., PeoplesBank, A Codorus Valley Company
and Harry R. Swift entered into a new Change of Control Agreement,
dated December 27, 2005, which replaces an earlier Change of Control
Agreement. A copy of Mr. Swift's Change of Control Agreement is
attached to this filing as Exhibit 10.6.
Codorus Valley Bancorp, Inc., PeoplesBank, A Codorus Valley Company
and Jann A. Weaver entered into a new Change of Control Agreement with
Jann A. Weaver, dated December 27, 2005, which replaces an earlier
Change of Control Agreement. A copy of Mr. Weaver's Change of Control
Agreement is attached to this filing as Exhibit 10.7.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
No. Description
--- -----------
10.1 Employment Agreement between Codorus Valley Bancorp, Inc., PeoplesBank, A
Codorus Valley Company and Larry J. Miller, dated December 27, 2005
10.2 Long Term Nursing Care Agreement between Codorus Valley Bancorp, Inc.,
PeoplesBank, A Codorus Valley Company and Larry J. Miller, dated December
27, 2005
10.3 Amendment to Salary Continuation Agreement by and among PeoplesBank, A
Codorus Valley Company, a wholly owned subsidiary of Codorus Valley
Bancorp, Inc. and Larry J. Miller, dated December 27, 2005
10.4 Amendment to Salary Continuation Agreement by and among PeoplesBank, A
Codorus Valley Company, a wholly owned subsidiary of Codorus Valley
Bancorp, Inc. and Harry R. Swift, dated December 27, 2005
10.5 Amendment to Salary Continuation Agreement by and among PeoplesBank, A
Codorus Valley Company, a wholly owned subsidiary of Codorus Valley
Bancorp, Inc. and Jann A. Weaver, dated December 27, 2005
10.6 Change of Control Agreement by and among Codorus Valley Bancorp, Inc.,
PeoplesBank, A Codorus Valley Company and Harry R. Swift, dated December
27, 2005
10.7 Change of Control Agreement by and among Codorus Valley Bancorp, Inc.,
PeoplesBank, A Codorus Valley Company and Jann A. Weaver, dated December
27, 2005
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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: January 3, 2006 /s/ Larry J. Miller
----------------------------------------
Larry J. Miller
President and Chief
Executive Officer
(Principal Executive Officer)
EXHIBIT INDEX
Page Number
Exhibit In Manually Signed Original
------- ---------------------------
10.1 Employment Agreement between Codorus Valley Bancorp, Inc., 5
PeoplesBank, A Codorus Valley Company and Larry J. Miller, dated
December 27, 2005
10.2 Long Term Nursing Care Agreement between Codorus Valley Bancorp, Inc., 18
PeoplesBank, A Codorus Valley Company and Larry J. Miller, dated
December 27, 2005
10.3 Amendment to Salary Continuation Agreement by and among PeoplesBank, A 24
Codorus Valley Company, a wholly owned subsidiary of Codorus Valley
Bancorp, Inc. and Larry J. Miller, dated December 27, 2005
10.4 Amendment to Salary Continuation Agreement by and among PeoplesBank, A 30
Codorus Valley Company, a wholly owned subsidiary of Codorus Valley
Bancorp, Inc. and Harry R. Swift, dated December 27, 2005
10.5 Amendment to Salary Continuation Agreement by and among PeoplesBank, A 36
Codorus Valley Company, a wholly owned subsidiary of Codorus Valley
Bancorp, Inc. and Jann A. Weaver, dated December 27, 2005
10.6 Change of Control Agreement by and among Codorus Valley Bancorp, Inc., 41
PeoplesBank, A Codorus Valley Company and Harry R. Swift, dated
December 27, 2005
10.7 Change of Control Agreement by and among Codorus Valley Bancorp, Inc., 54
PeoplesBank, A Codorus Valley Company and Jann A. Weaver, dated
December 27, 2005
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