Restricted Stock Grant Agreement between Codorus Valley Bancorp, Inc. and Craig L. Kauffman

Exhibit 10.1

CODORUS VALLEY BANCORP, INC.

2007 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT

The Grantee identified below has been granted an Award under the Restricted Stock provisions of the 2007 Long-Term Incentive Plan of Codorus Valley Bancorp, Inc. (the “Plan”). The purpose of this Agreement is to communicate to the Grantee the specific terms of that Award, to serve as evidence of the Plan rights that have been awarded, and to obtain the Grantee’s acknowledgment of the Award and agreement to be bound by the Plan’s provisions. This Agreement is to be interpreted and applied in conjunction with the provisions of the Plan which is incorporated by reference herein.

All dividends paid in respect of shares of Restricted Stock shall be reinvested in shares of the Company’s common stock, which shall be similarly restricted.

The foregoing Award was duly made by the Board of Directors of Codorus Valley Bancorp, Inc. pursuant to the terms of the Plan, effective as of the date of grant indicated above. 

Grantee’s Receipt and Acknowledgment

By signing below, the Grantee hereby acknowledges receipt of a copy of this Agreement and the Plan and agrees to be subject to the terms and conditions of this Agreement and the Plan.