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) - February 13, 2007
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 17405-2887
P.O. Box 2887 (Zip code)
York, Pennsylvania
(Address of principal executive offices)
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
(e) On February 13, 2007, the Compensation Committee of the Board of Directors
(the "Committee") and the Board of Directors (the "Board") of Codorus Valley
Bancorp, Inc. (the "Company"), after reviewing and discussing the various
reports and information provided by Strategic Compensation Planning, Inc., the
Committee's Executive Compensation Consultant and by Matthew A, Clemens,
Director of Human Resources, adopted the 2007 Long-Term Incentive Compensation
Plan (the "LTIP") and the Leadership Cash Incentive Plan (the "LCIP") The LTIP
is an equity-based plan and will be submitted for approval by the Company's
stockholders at the Annual Meeting to be held May 15, 2007.
The LTIP is a plan in which the Company's non-employee directors, officers, and
other key employees designated by the Committee may participate. Grants under
the LTIP may be in the form of nonstatutory stock options, incentive stock
options, stock appreciation rights, performance restricted shares, restricted
stock awards, stock awards or cash. At this time the Committee has not made any
awards under the LTIP. A copy of the LTIP is attached as Exhibit 10.1.
The LCIP is a performance based plan in which the Company's leadership
participates. Annual cash bonuses under the Plan are made from an incentive pool
formed by allocating 30% of the Company's net income that is in excess of 90% of
budgeted net income. The incentive pool is allocated among participants in
accordance with percentage ranges described in the LCIP; provided, however that
no participant in the plan may receive cash incentive compensation under all
Company plans in excess of 35% of his or her base compensation. A copy of the
LCIP is attached as Exhibit 10.2.
CODORUS VALLEY BANCORP, INC.
FORM 8-K
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
No. Description
---- -----------
10.1 2007 Long Term Incentive Plan (LTIP)
10.2 Leadership Cash Incentive Plan (LCIP)
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: February 16, 2007 /s/ Larry J. Miller
----------------------------------------
Larry J. Miller
President and Chief
Executive Officer
(Principal Executive Officer)
EXHIBIT INDEX
10.1 2007 Long Term Incentive Plan (LTIP)
10.2 Leadership Cash Incentive Plan (LCIP)