EXHIBIT 10.11

This Amendment to Salary Continuation Agreement (the “Amendment”) is made this 27th day of December, 2005, by and among PeoplesBank, A Codorus Valley Company, a Pennsylvania banking institution (the “Bank”), and a wholly owned subsidiary of Codorus Valley Bancorp, Inc., a Pennsylvania business corporation (the “Corporation”) and Jann A. Weaver, an adult individual (the “Executive”).

 

WHEREAS, the Bank and the Executive entered into a certain Salary Continuation Agreement effective the 1st day of October, 1998 (the “Salary Continuation Agreement”), which is attached hereto;

 

WHEREAS, as a result of action by the Board of Directors, the Bank and the Executive desire to amend the Salary Continuation Agreement provisions regarding the definition of “Change in Control” and “Change in Control Benefits,” which describes the payment of the Executive’s benefit following a Change in Control, and certain other provisions of the Salary Continuation Agreement;

 

WHEREAS, in recognition of the valued services provided by the Executive in the past to the Bank and the Corporation, the Bank desires to amend the Salary Continuation Agreement, as an incentive for the Executive to continue to provide such valued services in the future;

 

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, for good and valuable consideration, and intending to be legally bound hereby, the Bank and the Executive agree as follows:

 

1.            The Amendment is incorporated into the Salary Continuation Agreement by the Bank, the Corporation and the Executive, in accordance with Article 7 of the Salary Continuation Agreement, entitled “Amendments and Termination.”

 

2.            All terms set forth in the Amendment shall be defined and interpreted by the definitions, construction and intent of the Salary Continuation Agreement and shall have the same meaning as therein provided unless the context clearly requires a different meaning.

 

3.            Section 1.1.1 of the Salary Continuation Agreement is hereby amended by deleting the existing definition of “Change in Control” in its entirety and by adding a new definition of “Change in Control” as follows:

 

1.1.1           CHANGE OF CONTROL. For purposes of this Agreement, the term “Change of Control” shall mean: a Change in the

 

 

 

(a)           Change in the Ownership of the Corporation or the Bank. A Change in the Ownership of the Corporation or the Bank occurs on the date that any one person, or more than one person acting as a group (as defined below), acquires ownership of stock of the Corporation or the Bank that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of the Corporation or the Bank. However, if any one person, or more than one person acting as a group, is considered to own more than 50 percent of the total fair market value or total voting power of the stock of the Corporation or the Bank, the acquisition of additional stock by the same person or persons is not considered to cause a Change in the Ownership of the Corporation or the Bank. An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the Corporation or the Bank acquires its stock in exchange for property will be treated as an acquisition of stock for these purposes. A change in ownership of the Corporation or the Bank only occurs when there is a transfer or issuance of stock of the Corporation or the Bank and the stock remains outstanding after the transaction.

 

(b)           Change in Effective Control of the Corporation or the Bank. A Change in Effective Control of the Corporation or the Bank occurs only on the date that either:

 

 

 

(c)           Change in Ownership of a Substantial Portion of the Corporation’s or the Bank’s Assets. A Change in Ownership of a Substantial Portion of the Corporation’s or the Bank’s Assets occurs on the date that any one person, or more than one person acting as a group (as defined below), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Corporation or the Bank that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the assets of the Corporation or the Bank immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of assets of the Corporation or the Bank, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

 

There is no Change in Control under this Section 1.1.1 if there is a transfer of assets to an entity that is:

 

 

(d)         For purposes of this Section 1.1.1, persons will not be considered to be acting as a group solely because they purchase or own stock or purchase assets of the Corporation or the Bank at the same time. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of assets, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation only to the extent of the ownership in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.