Exhibit 10.1


 


SECOND AMENDMENT TO EMPLOYMENT AGREEMENT


 


 


 


THIS SECOND
AMENDMENT (“Amendment”) made as of the 8th day of March, 2016, is by and among CODORUS VALLEY BANCORP,
INC., a Pennsylvania business corporation (the “Corporation”), PEOPLESBANK, A Codorus Valley Company, a
Pennsylvania banking institution (the “Bank”), and LARRY J. MILLER, an adult individual (the “Executive”),
and amends that certain Employment Agreement made as of December 27, 2005, as amended on August 9, 2011, among the parties hereto
(as previously amended, the “Employment Agreement”).


WITNESSETH


WHEREAS,
effective as of the date hereof, Executive resigned for the purposes of his retirement from the position of President and Chief
Executive Officer of the Bank, and was appointed to the position of Executive Chair of the Bank; and


WHEREAS,
the Corporation, the Bank and the Executive desire to amend the Employment Agreement to reflect the Executive’s change in
position, all as hereinafter set forth.


NOW, THEREFORE,
the parties hereto, intending to be legally bound hereby, agree as follows:


1.             Section 3
of the Employment Agreement is hereby amended and modified to read in its entirety as follows:


3.             POSITION
AND DUTIES.


(a)           The
Executive shall serve as: (i) the Chair, President and Chief Executive Officer of the Corporation; (ii) Executive Chair of the
Bank; and (iii) a member of the Board of Directors of the Corporation and Bank, reporting only to the Board of Directors of the
Corporation and Bank.


(b)           In his
capacity as Chair, President and Chief Executive Officer of the Corporation, Executive shall have supervision and control over,
and responsibility for, the general management and operation of the Corporation, and shall have such other powers and duties as
may from time to time be prescribed by the Board of Directors of the Corporation, provided that such powers and duties are consistent
with the Executive’s position as the Chief Executive Officer in charge of the general management of the Corporation.


 




     

     

    


 


(c)           In his
capacity as Executive Chair of the Bank, Executive shall have and may exercise any and all powers and duties as are vested in the
offices of President and Chief Executive Officer of the Bank, and shall also have and may exercise such further powers and duties
as from time to time may be conferred upon or assigned to him by the Board of Directors of the Bank. Without limiting the generality
of the foregoing, in his capacity as Executive Chair of the Bank, Executive shall have such signing, lending and expense authorities
as have been heretofore approved to the Executive and may be adjusted from time to time in the future. Further, in his capacity
as Executive Chair of the Bank, Executive shall serve as an ex-officio member of each of the committees of the Bank and shall be
responsible for the development, oversight and direction of the philanthropic activities of the Bank.


2.          Sections
5(a) and (b) are hereby amended and modified to read in their entirety as follows:


             (a) ANNUAL
DIRECT SALARY. As compensation for services rendered to the Corporation and Bank under this Agreement, the Executive shall
be entitled to receive from the Bank an annual direct salary of Two Hundred Fifty Thousand ($250,000) Dollars per year (the “Annual
Direct Salary”), payable in substantially equal bi-monthly installments (or such other intervals of the Bank’s payroll
policy) prorated for any partial employment period. The Annual Direct Salary shall be reviewed annually, no later than December
30 of the then calendar year and shall be subject to such annual change (but not reduced below $250,000 without the Executive’s
written consent) as may be set by the Board of Directors of the Corporation and Bank taking into account the position and duties
of the Executive and the performance of the Corporation and Bank under the Executive’s leadership.


             (b) ANNUAL
BUSINESS PLAN. [Reserved].


3.          Section
11(f) is hereby amended and modified to clarify that any payments that are: (i) required to be delayed pursuant to the provisions
of Section 11(f); and (ii) otherwise due to the Executive under this Agreement during the six-month period following his separation
from service (as determined in accordance with section 409A of the Code) shall be accumulated and paid to Executive on the first
business day of the seventh month following his separation from service.


4.          In all other
respects, the Employment Agreement, as amended above, is hereby ratified and confirmed by the parties thereto. All other provisions
of the Employment Agreement shall remain in full force and effect as amended hereby.


[signature page follows]


 


 




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IN WITNESS
WHEREOF, the parties, each intending to be legally bound, have executed the Amendment as of the date, month and year first
above written.


 


	ATTEST:	 	CODORUS VALLEY BANCORP, INC.	 
	 	 	 	 
	 	 	By:  	 	 
	Secretary	 	 	D. Reed Anderson, Esq.	 
	 	 	 	Lead Director/Vice Chairman	 
	 	 	 	 
	ATTEST:	 	PEOPLESBANK,	 
	 	 	A CODORUS VALLEY COMPANY	 
	 	 	 	 
	 	 	By:  	 	 
	Secretary	 	 	Reed Anderson, Esq.	 
	 	 	 	Vice Chairman	 
	 	 	 	 	 
	WITNESS:	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	Larry J. Miller	 


 


 


 


 


 








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