Exhibit
10.31


 





AMENDMENT
TO SALARY CONTINUATION AGREEMENT


  





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 Matthew A. Clemens, an
adult individual (the “Executive”).


 


WITNESSETH


 





WHEREAS,
the Bank and the Executive entered into a certain Salary Continuation Agreement effective the 1st day of October, 2002
(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
Ownership of the Corporation or the Bank, (as defined below), a Change in the Effective Control of the Corporation or the
Bank (as defined below), or a Change in the Ownership of a Substantial Portion of the Assets of the Corporation or the Bank,
(as defined below).


 



    	



     

    




  


(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:


 





(i)          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) ownership of stock of the Corporation or the Bank
possessing 35 percent or more of the total voting power of the stock of the Corporation or the Bank; or


 


(ii)         A
majority of members of the Corporation’s Board of Directors is replaced during any 12-month period by directors whose appointment
or election is not endorsed by a majority of the members of the Corporation’s Board of Directors prior to the date of the
appointment or election.


 


If
any one person, or more than one person acting as a group, is considered to effectively control the Corporation or the Bank,
the acquisition of additional control of the Corporation or the Bank by the same person or persons is not considered to cause
a Change in the Effective Control of the Corporation or the Bank.


 






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(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:


 


(i)           A
shareholder of the Corporation or the Bank (immediately before the asset transfer) in exchange for or with respect to its stock;


 


(ii)          An
entity, 50 percent or more of the total value or voting power of which is owned, directly or indirectly, by the Corporation or
the Bank;


 


(iii)         A
person, or more than one person acting as a group, that owns, directly or indirectly, 50 percent or more of the total value or
voting power of all the outstanding stock of the Corporation or the Bank; or


 


(iv)         An
entity, at least 50 percent of the total value or voting power of which is owned, directly or indirectly, by a person described
in (i), (ii) or (iii) above.


 


(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.


 






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


 


1.1.2         “Date
of Change of Control” means the date on which a “Change of Control” event occurs under Section 1.1.1.


 


5.            Section
1.1.4 of the Salary Continuation Agreement is hereby amended by deleting the existing definition of “Disability” in
its entirety and by adding a new definition of “Disability” as follows:


 


1.1.4         “Disability”
means, if the Executive is covered by a Company sponsored disability policy, total disability as defined in such policy without
regard to any waiting period, provided that the definition of disability applied under such policy complies with the requirement
of Section 1.409A-3(g)(4) of the Treasury regulations. If the Executive is not covered by such policy, Disability means that the
Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment
that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. As a condition
to any benefit, the Company may require the Executive to submit to such physical or mental evaluations and tests as the Company’s
Board of Directors deems appropriate.


 


6.            Article
2 of the Salary Continuation Agreement is hereby amended by adding a new Section 2.5 to read as follows:


 


2.5            Key
Employee. Notwithstanding anything in this Article to the contrary, in the event Executive is determined to be a Key Employee,
as that term is defined in Section 409A of the Code and the regulations promulgated thereunder, payments to the Executive under
Section 2.1 or 2.2 of this Agreement shall begin not earlier than the first day of the seventh month following termination of
employment. For purposes of the foregoing, the date upon which a determination is made as to the Key Employee status of the Executive,
the Indemnification Date (as defined in Section 409A of the Code and the regulations promulgated thereunder) shall be December
31.


 


7.            Article
5 of the Salary Continuation Agreement is hereby amended by adding a new Section 5.3.4 to read as follows:


 


5.3.4         Termination
Following Change of Control. Notwithstanding the foregoing, it is the intention of the parties that the restrictions set forth
in Sections 5.3.1(i). (ii), (iii) and (iv) shall not apply in the event Executive’s employment terminates following a Change
of Control, as defined in the Agreement.


 






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8.             Article
2 of the Salary Continuation Agreement is hereby amended by deleting existing Section 2.4.4 in its entirety and by adding a new
Section 2.4.4 to read as follows:


 


2.4.4         RABBI
TRUST. The Corporation is establishing contemporaneously herewith a rabbi trust (the “Trust”), to which it
is contributing an initial corpus of $100. In the event of a change of control as defined herein, the Corporation shall, in accordance
with the terms of the Trust, contribute thereto the amount described in Section 1(e) thereof. Thereafter, amounts payable hereunder
shall be paid first from the assets of such Trust and the income thereon. To the extent that the assets of the Trust and the income
thereon are insufficient, the Corporation or any successor of the Corporation shall pay Executive the amount due hereunder.


 


9.            In
all other respects, the Salary Continuation Agreement, as amended above, is hereby ratified and confirmed by the Bank, the Corporation
and the Executive All other provisions of the Salary Continuation Agreement shall remain in full force and effect as amended hereby.


  


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:	 	PEOPLESBANK, A CODORUS VALLEY
    COMPANY
	 	 	 
	 	 	By:	
	 	 	 	Chairman of the Board
	 	 	 	 
	WITNESS:	 	 	 
	 	 	 
	 	 	Matthew A. Clemens







  



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