CONFIDENTIAL TREATMENT REQUESTED


 


Exhibit 10.24


  


PeoplesBank, A Codorus Valley Company 


Executive
Incentive Plan 


January,
2018


 








	 	Approved by 
	 	Board of Directors:
	 	 
	 	Approved by 
	 	Compensation Committee: 
	 	 
	CONFIDENTIAL TREATMENT REQUESTED


 















 



    


     


    




 





CONFIDENTIAL TREATMENT REQUESTED


 


PeoplesBank, A Codorus Valley Company 


Executive Incentive
Plan 


 











 


I.              Introduction 


The success of both PeoplesBank and Codorus Valley Bancorp, Inc.
(“the Company”) is dependent upon the Company’s ability to meet and exceed financial and strategic objectives,
increase the value of the franchise and operate in the best long-term interests of the shareholders. This success is dependent
upon the contributions of each individual executive which collectively impact the Company’s performance and results.


 


PeoplesBank intends to provide executives with a structured incentive
compensation opportunity in order to recognize the contribution that each makes to the overall performance of the organization.
The purpose of this incentive plan is to motivate, reward and reinforce performance and achievement of corporate goals and individual
performance/contributions in support of the Company’s strategic objective for growth and profitability.


 


While risk is an inherent aspect of business, this compensation
plan is designed to reward executives for certain levels of performance without encouraging undue risk-taking which could materially
threaten the safety and soundness of the Company or business unit.


 


This Executive Incentive Plan (“the Plan”) has been
developed as a meaningful compensation tool to encourage and reward participants for the part that they play in the overall success
of the Company. The Plan is designed to:


 


		●	provide
a form of results-oriented variable compensation which is directly linked to overall Company performance, and,






		●	provide
for recognition of individual contribution to the Company’s performance



 


II.            Plan
Year 


The plan year for this program will be the calendar year, January
1 – December 31. The Plan will pay out annually based on achievement of established goals and performance measures. The performance
measures for the Plan will be determined, calculated and approved annually.


 





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CONFIDENTIAL TREATMENT REQUESTED


 


PeoplesBank, A Codorus Valley Company 


Executive Incentive
Plan 


 











 



III.           Eligibility
for Participation 


All PeoplesBank executives who meet the criteria below will be
eligible to participate in the Executive Incentive Plan. A listing of participant categories by grouping appears in Exhibit A.


 


Eligibility for incentive payout will be determined by the participant’s
most recent performance rating. To be eligible, individuals must have a minimally satisfactory rating and not be on probation and/or
written warning during the plan year or at the time of award payment. Newly hired executives will be eligible for participation
in the Plan providing they started employment prior to October 1 of the plan year. Payout for current year hires will be pro-rated
based on their actual pay during the plan year. If the individual started employment after October 1, the executive will be eligible
for the next plan year.


 


A participant’s eligibility ceases at termination of employment
(except in the case of retirement, death or disability) and the participant will not receive any awards under the Plan beyond those
already received. To be eligible for an award, an employee must be employed as of the payout date.


 


IV.           Incentive
Opportunities 


Each participant will have a target incentive opportunity based
on his/her role and competitive market practice. Incentive opportunities will be defined as a percentage of base pay. Base pay
is actual base salary earned as of December 31 of the plan year. See Exhibit A for targets by participant categories.


 


V.            Payout
Range 


Actual awards will pay out at a reduced level (i.e.50% of target)
for threshold performance, at 100% for target performance and at higher level (i.e.150% of target) for stretch/maximum or above
performance. Performance below threshold will be zero.


 


VI.           Performance
Goals 


Each participant will have defined
performance goals. The goals and weights are determined at the beginning of each plan year and may change from year to year.
The goals are established by the Compensation Committee and Executive Management in conjunction with the annual budget process.
Company goals are selected to be aligned with business/strategic plan and reflect annual financial measures such as net income,
return on assets, return on equity, earnings per share, balance sheet growth or similar indicators. Personal goals generally reflect
each participant’s unique role and responsibilities and may include Action Plan objectives as deemed appropriate. Threshold,
target, and maximum goals will be defined for quantifiable goals.


 


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CONFIDENTIAL TREATMENT REQUESTED


 


PeoplesBank, A Codorus Valley Company 


Executive Incentive
Plan 


 











 



The performance goals for the plan year are found in Exhibit
B. Individual participant performance measures will be documented in the format that is specific, measurable, time bound, and directly
tied to the budget and or action plan item for the calendar year.


 


VII.         Award
Calculation and Distribution 


Payout amounts are calculated according to the level of overall
performance achievement as compared to goals as explained in Exhibit B. Payout for performance between the threshold and target
and target and maximum is interpolated.


 


Incentive payouts will be approved by the Compensation Committee.
Final incentive payouts can be adjusted downward based on an assessment of risk by the Compensation Committee.


 


Actual individual payouts are then distributed to eligible participants
based on payout percentage of base pay (defined as actual base salary earned as of December 31 of the plan year) for the year.


 


Payment will be made following the release of the prior year
financials by the external auditors. This will occur no later than March 15 of the following year. The Company will deduct from
all payments under this plan any federal, state or local taxes required by law to be withheld from such payments. Any participant
terminating employment (except retirement, death, or disability) prior to actual payment of award will forfeit that award.


 


VIII.        Administration


 


Effective Date 


This Plan is effective January 1, 2018 for the performance period
of January 1, 2018 to December 31, 2018. The Plan will be reviewed annually by the Compensation Committee to ensure proper alignment
with the Company’s objectives. The Company’s Compensation Committee retains the right as described below to amend,
modify or discontinue the Plan at any time during the specified period. The Plan will remain in effect until earned incentive compensation
is paid to participants.


 





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CONFIDENTIAL TREATMENT REQUESTED


 


PeoplesBank, A Codorus Valley Company 


Executive Incentive
Plan 


 











 



Plan Authorization and Oversight 


This Plan is authorized by the Board of Directors. The Compensation
Committee has the sole authority to interpret the Plan and to make or nullify any rules and procedures, as necessary, for proper
administration. Any determination by the Committee and/or Board of Directors will be final and binding. The Compensation Committee
may, in its sole discretion, terminate or modify any aspect of the Plan. However, no Plan amendment or termination will adversely
affect an outstanding award.


 


The Compensation Committee shall have full power and authority
to construe, interpret, manage and control this plan. The plan administrator shall be designated at the discretion of the Compensation
Committee. The Compensation Committee may also terminate, modify, or amend this plan. Amendments can include adjustments to award
calculations for any significant extraordinary financial items occurring in any given time period.


 


Any decisions made or action taken by the Committee arising out
of, or in connection with, the administration, interpretation and effect of the Plan shall be at their absolute discretion and
will be conclusive and binding on all parties. The Company reserves the right to amend, suspend, reinstate or terminate all or
any part of the Plan at any time.


 


The Company will give prompt written notice to each participant
of any amendment, suspension, termination or any material modification of the Plan. The Compensation Committee also reserves the
right to withhold or amend award payments based on performance or circumstances deemed highly unusual.


 


Risk Assessment 


At least annually, the Director of Human Resources and Chief
Risk Officer (who has responsibility for risk assessment) will review this plan and provide a report including a detailed assessment
regarding any risk issues inherent in the Plan. This risk report and the plan document in full will be reviewed by the Compensation
Committee of the Board of Directors to ensure that the plan design is consistent with the compensation philosophy of the Company
and that the Plan does not motivate undue risk taking. The annual review will also include the market competitiveness of the Plan,
the plan’s alignment with the Company’s strategic plan, an assessment of how the Plan meets the objectives in the Introduction
of this document, plus the Plan’s impact on the overall safety and soundness of the Company. The Committee will then provide
a report and recommendations to the full Board of Directors who are responsible to approve the Plan.


 





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CONFIDENTIAL TREATMENT REQUESTED


 


PeoplesBank, A Codorus Valley Company 


Executive Incentive
Plan 


 











 



Leave of Absence 


Employees on a leave of absence (including FMLA, Long Term Disability,
Short Term Disability, etc.) will be eligible; however, their distribution will be pro-rated based upon the number of full months
of work completed during the plan year under consideration.


 


Termination of Employment 


If a participant is terminated by the Company or resigns, no
incentive award will be distributed except death, disability or retirement.


 


If a participant ceases to be employed by the Company due to
death, disability or retirement, his/her incentive award distribution for the Plan year will be pro-rated based on the number of
full months of work completed during the plan year under consideration.


 


Miscellaneous 


The Plan does not constitute a contract of employment, and participation
in the Plan does not give any employee the right to be retained in the service of the Company or any right or claim to an award
under the Plan unless specifically accrued under the terms of this plan. Designation as a plan participant conveys the opportunity,
but not the right, to any awards conferred under the Plan.


 


Any right of a participant or his or her beneficiary to the payment
of an award under this plan may not be assigned, transferred, pledged or encumbered.


 





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CONFIDENTIAL TREATMENT REQUESTED


 


PeoplesBank, A Codorus Valley Company 


Executive Incentive
Plan 


 











 



IX.           Governing
Law 


Except as preempted under federal
law, the provisions of the Plan shall be construed, administered and enforced in accordance with the domestic internal law of the
Commonwealth of Pennsylvania.


 


X.            Plan
Approval 


This plan has been approved by the Board of Directors of Codorus
Valley Bancorp, Inc. on





  


	 	 
		 	 
	By		 
	 	Board of Directors	 
	 	Codorus Valley Bancorp, Inc.	 
	 	 	 
	 	 	 
	 	Compensation Committee	 
	 	Codorus Valley Bancorp, Inc.	 






  





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CONFIDENTIAL TREATMENT REQUESTED


 


PeoplesBank, A Codorus Valley Company 


Executive Incentive
Plan 


 











 Exhibit A


 


Executive Incentive Plan 


Participants and Incentive Opportunities 


 


	Category	Participants	Incentive Opportunities
	
        Threshold 

        (50% of Target) 
	
        Target 

        (100% of Target) 
	
        Maximum 

        (150% of Target)

	1	Executive Chair	12.5%	25%	37.5%
	 	President & CEO
	2	Chief Information Officer	10%	20%	30%
	Chief Counsel
	Chief Financial Officer
	Chief Lending Officer
	Chief Administrative Officer
	SVP – Retail Sales & Service
	SVP – Wealth Management
	Chief Risk Officer
	 
	3	SVP, General Services	7.5%	15%	22.5%
	 	VP, Marketing
	 	Chief Credit Officer


 


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CONFIDENTIAL TREATMENT REQUESTED


 


PeoplesBank, A Codorus Valley Company 


Executive Incentive
Plan 


 











 


Exhibit B 


Performance Goals - Plan Year 2018


 


	        	                   	      	                 
	 	 	 	         	      	       
	Corporate	NI	*	$[redacted]**	$[redacted]**	$[redacted]**
	 	ROE	*	[redacted]**%	[redacted]**%	[redacted]**%
	 	Efficiency Ratio	*	[redacted]**%	[redacted]**%	[redacted]**%
	Individual	Individual Performance	*	TBD
	Total	 	100%	 	 	 


*Assigned per below 


**Portions of this exhibit have been redacted and
are subject to a confidential treatment request filed with the Secretary of the Securities and Exchange Commission pursuant to
Rule 24b-2 under the Securities Exchange Act of 1934. The redacted material has been filed separately under the request for confidential
treatment.


 






 


	2018 Performance Measure Weightings	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Position	 	Performance Measure	 	2017 

Weight	 	2018 

Weight
	 	 	 	 	 	 	 
	Executive Chair	 	Net Income	 	50%	 	50%
	(Miller)	 	ROE	 	15%	 	15%
	 	 	Efficiency Ratio	 	20%	 	20%
	 	 	Personal	 	15%	 	15%
	 	 		 	100%	 	100%
	 	 	 	 	 	 	 
	President & CEO	 	Net Income	 	50%	 	50%
	 	 	ROE	 	15%	 	15%
	 	 	Efficiency Ratio	 	20%	 	20%
	 	 	Personal	 	15%	 	15%
	 	 		 	100%	 	100%
	 	 	 	 	 	 	 
	Chief Financial Officer	 	Net Income	 	50%	 	50%
	(Field)	 	ROE	 	15%	 	15%
	 	 	Efficiency Ratio	 	20%	 	20%
	 	 	Personal	 	15%	 	15%
	 	 		 	100%	 	100%
	 	 	 	 	 	 	 
	Chief Administrative Officer	 	Net Income	 	50%	 	50%
	(Clemens)	 	ROE	 	15%	 	15%
	 	 	Efficiency Ratio	 	20%	 	20%
	 	 	Personal	 	15%	 	15%
	 	 	 	 	100%	 	100%



 





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CONFIDENTIAL TREATMENT REQUESTED


 


PeoplesBank, A Codorus Valley Company 


Executive Incentive
Plan 


 











 



	Chief Risk Officer	 	Net Income	 	50%	 	50%
	(Baker)	 	ROE	 	15%	 	15%
	 	 	Efficiency Ratio	 	20%	 	20%
	 	 	Personal	 	15%	 	15%
	 	 		 	100%	 	100%
	 	 	 	 	 	 	 
	Chief Counsel	 	Net Income	 	50%	 	50%
	(Nieman)	 	ROE	 	15%	 	15%
	 	 	Efficiency Ratio	 	20%	 	20%
	 	 	Personal	 	15%	 	15%
	 	 		 	100%	 	100%
	 	 	 	 	 	 	 
	Chief Information Officer	 	Net Income	 	50%	 	50%
	(Campagna)	 	ROE	 	15%	 	15%
	 	 	Efficiency Ratio	 	20%	 	20%
	 	 	Personal	 	15%	 	15%
	 	 		 	100%	 	100%
	 	 	 	 	 	 	 
	Chief Credit Officer	 	Net Income	 	50%	 	50%
	(S. Miller)	 	ROE	 	15%	 	15%
	 	 	Efficiency Ratio	 	20%	 	20%
	 	 	Personal	 	15%	 	15%
	 	 		 	100%	 	100%
	 	 	 	 	 	 	 
	VP - Marketing	 	Net Income	 	50%	 	50%
	(TBD)	 	ROE	 	15%	 	15%
	 	 	Efficiency Ratio	 	20%	 	20%
	 	 	Personal	 	15%	 	15%
	 	 		 	100%	 	100%
	 	 	 	 	 	 	 
	SVP - General Services	 	Net Income	 	50%	 	50%
	(Tyson)	 	ROE	 	15%	 	15%
	 	 	Efficiency Ratio	 	20%	 	20%
	 	 	Personal	 	15%	 	15%
	 	 	 	 	100%	 	100%



 





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CONFIDENTIAL TREATMENT REQUESTED


 


PeoplesBank, A Codorus Valley Company 


Executive Incentive
Plan 


 











 



	Chief Lending Officer	 	Net Income	 	50%	 	50%
	(Doll)	 	ROE	 	15%	 	15%
	 	 	Efficiency Ratio	 	10%	 	10%
	 	 	Personal	 	25%	 	25%
	 	 		 	100%	 	100%
	 	 	 	 	 	 	 
	SVP Retail Sales & Service	 	Net Income	 	50%	 	50%
	(Crenshaw)	 	ROE	 	15%	 	15%
	 	 	Efficiency Ratio	 	10%	 	10%
	 	 	Personal	 	25%	 	25%
	 	 		 	100%	 	100%
	 	 	 	 	 	 	 
	SVP - Wealth Management	 	Net Income	 	50%	 	50%
	(Altland)	 	ROE	 	15%	 	15%
	 	 	Efficiency Ratio	 	10%	 	10%
	 	 	Personal	 	25%	 	25%
	 	 		 	100%	 	100%








  


Parameters for 2018 





		1.	Base pay is defined as actual base salary earned as of
December 31 of plan year.






		2.	Generally, Company performance factor(s) must meet or
exceed threshold to initiate an award in the Plan. Each performance factor is assessed independently from the other performance
factors.






		3.	Awards for performance above threshold but between defined
points (threshold, target, maximum) will be interpolated.






		4.	Performance above maximum level will be paid at maximum
award level.






		5.	The Compensation Committee has the discretion to adjust
incentive payments down by as much as 100% if it is determined that excessive risk has been taken. This can be done on an individual
or overall basis, as appropriate.






		6.	Net income is defined as net income after all expenses
including the dividend paid on the preferred shares and the expense of the awards under this plan.






		7.	Return on Equity is the amount of Net Income available
to common shareholders as a percentage of average common shareholders’ equity.






		8.	Efficiency Ratio is the amount of the Bank’s total
noninterest expenses (“overhead”) as a percentage of total revenues. The determination of total revenues excludes
the impact of ALLL provision and gain on sales of investment securities



 





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