EXHIBIT 10.24


 





 



	 	 	 	 	 	 	 	 
	 	
CONFIDENTIAL TREATMENT REQUESTED

	 
	 	 	 
	 	
PeoplesBank, A Codorus Valley Company

	 
	 	
Executive Incentive Plan

	 
	 	
Final – February 14, 2012

	 
	 	 	 
	 	 	
Approved by

	 
	 	 	Board of Directors:	
 February 14, 2012

	 	 
	 	 	 	 	 	 
	 	 	
Approved by

	 	 	 
	 	 	Compensation Committee: 	
February 14, 2012

	 	 
	 	 	 
	 	
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 determine 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. Opportunities for reward for the executives exist for meeting and exceeding established financial goals as well as for recognition of individual contributions.







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 in terms of net income, and,








	
  

	
•

	
provide for recognition of individual contribution to the Company’s performance through an individual performance level which can be utilized to adjust an employee’s award up or down based on individual contribution/performance










	 	 	 
	 	
CONFIDENTIAL TREATMENT REQUESTED

	 
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CONFIDENTIAL TREATMENT REQUESTED







PeoplesBank, A Codorus Valley Company



Executive Incentive Plan



	 	 










	
II.

	
Definitions







Various terms used in this plan document are defined as follows:



	 	 	 
	
Target

	 	
defined as 100% of goal


	 	 	 
	
Threshold

	 	
defined as a predetermined point 90% of target goal


	 	 	 
	
Maximum

	 	
defined as a predetermined point 120% of target goal


	 	 	 
	
Target Payout Level

	 	
defined as a predetermined percentage of base salary as outlined in Exhibit B at target performance


	 	 	 
	
Threshold Payout Level

	 	
defined as a predetermined percentage of base pay less than 100% of target award level


	 	 	 
	
Maximum Payout Level

	 	
defined as a predetermined percentage of base pay greater than 100% of target award level













	
III.

	
Plan Year







The plan year for this program will be the calendar year. The effective date of the Plan is January 1, 2012. 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.









	
IV.

	
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.







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.







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. Exceptions to this are only made by the Chief Executive Officer and would occur if an employee 



	 	 	 
	 	
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CONFIDENTIAL TREATMENT REQUESTED







PeoplesBank, A Codorus Valley Company



Executive Incentive Plan



	 	 









who was on probation during the year has successfully remedied the performance deficiency for a sufficient time period prior to award payment.







Newly hired executive employees will be eligible for participation in the Executive Incentive Plan providing they were hired 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 hired 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.









	
V.  

	

Performance Factors











The Plan is based upon overall Company performance against pre-defined performance factors. These factors may change from year to year. In general, these factors may be measures such as net income, return on assets, return on equity, earnings per share, balance sheet growth or similar indicators. The factors and weighing of the factors are determined at the beginning of each plan year. Each factor has quantifiable objectives consisting of threshold, target, and maximum goals. Annual goals are determined at the beginning of each plan year and may change from year to year. The goals are established each year by the Board of Directors and Executive Management and are generally done in conjunction with the budgeting process.







The Company’s performance factors for each year’s plan are found in Exhibit B. Individual participant performance measures will be documented in the format (or similar format) indicated in Exhibit C.







While every effort has been made to ensure that this incentive plan does not motivate or reward undue risk-taking, any results deemed to have been the result of inappropriate risk will be backed out of incentive payments. The Board of Directors 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.



	 	 	 
	 	
CONFIDENTIAL TREATMENT REQUESTED

	 
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CONFIDENTIAL TREATMENT REQUESTED







PeoplesBank, A Codorus Valley Company



Executive Incentive Plan



	 	 









Executive incentives will have two components:








	
  

	
1.

	
An award determined by overall Company financial performance against pre-defined goals.








	
  

	
2.

	
An individual performance factor which can increase or decrease each employee’s actual award based on annual performance and work production during the year.














	
VI.  

	

Award Calculation and Distribution











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







Performance above the defined maximum levels, while not necessarily undesirable or unrealistic, has the potential of requiring increased risk, therefore incentive opportunity will not increase for performance above maximum.







Generally, Company performance below threshold will result in no award (including no individual award) under the Plan. However, in the case of Company performance below threshold, the Board of Directors has the discretion to create a pool equal to 3% of the base compensation of plan Category 2 and 3 participants for distribution to selected Category 2 and 3 participants based upon individual performance/contribution.







The designated individual(s), as detailed in Exhibit B, will assess the contributions and performance of each participant following the end of the plan year and apply the individual performance factor as it appears in the grid in Exhibit B to determine awards. Individual employee performance which is not meeting the position’s requirements will result in no award granted to that individual for that year even though Company performance is above threshold.







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



	 	 	 
	 	
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CONFIDENTIAL TREATMENT REQUESTED







PeoplesBank, A Codorus Valley Company



Executive Incentive Plan



	 	 









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.









	
VII.

	


Clawback













Awards will be recalculated if the relevant Company or individual performance measures upon which they are based are restated or otherwise adjusted within the 36-month period following the public release of the financial information. Any material overpayments or adjustments required by law will be owed back to the Company.









	
VIII. 

	


Administration













At least annually, the Head of Human Resources (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. The Board of Directors of the Company may amend the Plan at any time.







Once established, performance factors and goals are intended to remain in place for the entire year; however, the Board of Directors reserves the right to adjust goals if extenuating circumstances warrant such action.







Participation, performance factors, thresholds, targets, maximums and any other participation features are established each plan year and may change from year to year according to the strategic objectives of the Company.



	 	 	 
	 	
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CONFIDENTIAL TREATMENT REQUESTED







PeoplesBank, A Codorus Valley Company



Executive Incentive Plan



	 	 









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.







The Board of Directors 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 CEO.


The Board of Directors may also terminate, modify, or amend this plan. Amendments can include adjustments to the performance factors or award calculations for any significant extraordinary financial items occurring in any given time period.







Any decisions made or action taken by the Board 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 Board also reserves the right to withhold or amend award payments based on performance or circumstances deemed highly unusual.







Any adjustments to the financial performance results utilized in this plan because of extraordinary gains or losses or other items must be approved by the Board of Directors.










	
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.



	 	 	 
	 	
CONFIDENTIAL TREATMENT REQUESTED

	 
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CONFIDENTIAL TREATMENT REQUESTED







PeoplesBank, A Codorus Valley Company



Executive Incentive Plan



	 	 














	
X. 

	



Plan Approval











This plan has been approved by the Board of Directors of Codorus Valley Bancorp, Inc. on February 14, 2012.






	 	 	 
	By	 	 
	 	
 Board of Directors

	 
	 	
 Codorus Valley Bancorp, Inc.

	 
	 	 	 
	 	 	 
	 	
 Compensation Committee

	 
	 	
 Codorus Valley Bancorp, Inc.

	 





	 	 	 
	 	
CONFIDENTIAL TREATMENT REQUESTED

	 
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CONFIDENTIAL TREATMENT REQUESTED







PeoplesBank, A Codorus Valley Company



Executive Incentive Plan



	 	 














Exhibit A


 


Employee Incentive Plan


Participation Categories



	 	 	 
	 	Category 1 – 	
President & CEO


	 	 	 
	 	
Category 2 – 

	Chief Credit Officer
	 	 	
Chief Counsel


Chief Financial Officer


Chief Lending Officer


Chief Operating Officer


Head of HR


Head of Retail


SVP, Wealth Management


	 	 	 
	 	Category 3 -  	CIO
	 	 	
SVP, General Services


VP, Auditor


VP, Marketing








	 	 	 
	 	
CONFIDENTIAL TREATMENT REQUESTED

	 
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CONFIDENTIAL TREATMENT REQUESTED







PeoplesBank, A Codorus Valley Company



Executive Incentive Plan



	 	 









Exhibit B


 


Performance Award Schedule


Plan Year 2015


 





	Category 1





 










	
COMPANY GOALS













Performance Measure - Net Income





	 	 	 	 	 	 	 	 	 	 	 
	 	
Threshold (90% of Target)

	 	 	 	
Target

	 	 	 	
Maximum (120% of Target)

	 
	
$[redacted]*

	 	
$[redacted]*

	 	
$[redacted]*








 







	

COMPANY GOAL AWARD


(% of Base Pay)

















  





	 	
Threshold

	 	 	 	
Target

	 	 	 	
Maximum

	 
	
12.5%

	 	
25%

	 	
37.5%








 







	

INDIVIDUAL PERFORMANCE FACTOR









 













	
+/- 20% of the award based on individual performance as determined by BOD

	 	
+/- 20% of the award based on individual performance as determined by BOD

	 	
+/- 20% of the award based on individual performance as determined by BOD








 







	
POTENTIAL AWARD RANGE 

(% of Base Pay)







	 	
Threshold

	 	 	 	
Target

	 	 	 	
Maximum

	 
	

10 – 15%



	 	

20 – 30%



	 	

30 – 45%



















 


 Parameters for 2015



	
  

	
1.

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








	
  

	
2.

	
Company performance factor(s) must meet or exceed threshold to initiate an award in the Plan.








	
  

	
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 Board of Directors 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.












*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 



	 	 	 
	 	
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CONFIDENTIAL TREATMENT REQUESTED







PeoplesBank, A Codorus Valley Company



Executive Incentive Plan



	 	 







Exchange Act of 1934. The redacted material has been filed separately under the request for confidential treatment.


 


Exhibit B


 


Performance Award Schedule


Plan Year 2015



 





	Category 2












 






	
COMPANY GOALS













Performance Measure - Net Income





	 	 	 	 	 	 	 	 	 	 	 
	 	
Threshold (90% of Target)

	 	 	 	
Target

	 	 	 	
Maximum (120% of Target)

	 
	
$[redacted]*

	 	
$[redacted]*

	 	
$[redacted]*








 







	

COMPANY GOAL AWARD


(% of Base Pay)

















  





	 	
Threshold

	 	 	 	
Target

	 	 	 	
Maximum

	 
	

10%



	 	

20%



	 	

30%










 







	

INDIVIDUAL PERFORMANCE FACTOR









 













	

+/- 35% of the award based on individual performance as determined by BOD



	 	

+/- 35% of the award based on individual performance as determined by BOD



	 	

+/- 35% of the award based on individual performance as determined by BOD










 







	
POTENTIAL AWARD RANGE 

(% of Base Pay)







	 	
Threshold

	 	 	 	
Target

	 	 	 	
Maximum

	 
	


6.5 – 13.5%





	 	


13 – 27%





	 	


19.5 – 40.5%











 














Parameters for 2015



	
  

	
1.

	
Base pay is defined as base salary 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. However, in the case of corporate performance below threshold, the Board of Directors has the discretion to create a pool equal to 3% of the base compensation of Category 2 and 3 plan participants for distribution to selected Category 2 and 3 participants based upon exceptional individual performance/contribution.








	
  

	
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.








	 	 	 
	 	
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CONFIDENTIAL TREATMENT REQUESTED







PeoplesBank, A Codorus Valley Company



Executive Incentive Plan



	 	 









	
  

	
5.

	
The Board of Directors 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.












*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.




 


Exhibit B


 


Performance Award Schedule


 


Plan Year 2015




 





	Category 3












 






	
COMPANY GOALS













Performance Measure - Net Income





	 	 	 	 	 	 	 	 	 	 	 
	 	
Threshold (90% of Target)

	 	 	 	
Target

	 	 	 	
Maximum (120% of Target)

	 
	
$[redacted]*

	 	
$[redacted]*

	 	
$[redacted]*








 








	

COMPANY GOAL AWARD


(% of Base Pay)






















	 	
Threshold

	 	 	 	
Target

	 	 	 	
Maximum

	 
	


7.5%





	 	


15%





	 	


22.5%












 







	

INDIVIDUAL PERFORMANCE FACTOR




















	


+/- 50% of the award based on individual performance as determined by BOD





	 	


+/- 50% of the award based on individual performance as determined by BOD





	 	


+/- 50% of the award based on individual performance as determined by BOD












 







	
POTENTIAL AWARD RANGE 

(% of Base Pay)







	 	
Threshold

	 	 	 	
Target

	 	 	 	
Maximum

	 
	



3.75 – 11.25%







	 	



7.5 – 22.5%







	 	



11.25 – 33.75%













 
















Parameters for 2015



	
  

	
1.

	
Base pay is defined as base salary 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. However, in the case of corporate performance 








	 	 	 
	 	
CONFIDENTIAL TREATMENT REQUESTED

	 
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CONFIDENTIAL TREATMENT REQUESTED







PeoplesBank, A Codorus Valley Company



Executive Incentive Plan



	 	 











	
  

	 	
below threshold, the Board of Directors has the discretion to create a pool equal to 3% of the base compensation of Category 2 and 3 plan participants for distribution to selected Category 2 and 3 participants based upon exceptional individual performance/contribution.








	
  

	
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 Board of Directors 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.












*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.



	 	 	 
	 	
CONFIDENTIAL TREATMENT REQUESTED

	 
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CONFIDENTIAL TREATMENT REQUESTED







PeoplesBank, A Codorus Valley Company



Executive Incentive Plan



	 	 











EXHIBIT C


 


PEOPLESBANK


EXECUTIVE INCENTIVE PLAN


INDIVIDUAL PEFORMANCE MEASURES


PLAN YEAR 2012







Guidelines







Goals are to be:



	
  

	
•

	
Clearly and specifically defined








	
  

	
•

	
Realistic








	
  

	
•

	
Measurable – includes language that quantifies or qualifies specific, observable, verifiable results and defines target levels of projected accomplishment – include quality, quantity, timeliness, cost-effectiveness. Numeric measures are ideal although descriptive measures, involving a description of satisfactory accomplishment, can be used if the goal cannot be measured with numbers.








	
  

	
•

	
Result in significant improvement in performance and/or productivity of the individual and/or organization








	
  

	
•

	
Detail the timeframe for accomplishing goals








	
  

	
•

	
Business Plan Goals must align with strategic goals, business plan goals and/or budget priorities.








	
  

	
•

	
Personal Development Goals should align with areas of personal development which will improve management effectiveness and leadership.








	 	 	 
	 	
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CONFIDENTIAL TREATMENT REQUESTED







PeoplesBank, A Codorus Valley Company



Executive Incentive Plan



	 	 















	
Goal:


What is to be accomplished 

and how?


How does this goal link to 

strategic goals or business 

plan goals?


 

	
How will goal be 

measured?

	
How does this goal 

represent a significant 

improvement in 

productivity or 

performance of the 

individual or the 

organization

	
Timeframe/Deadlines


	
Business plan goals

	  	  	  
	
1.


 


 


 

	  	  	  
	
2.


 


 


 


 

	  	  	  
	
3.


 


 


 

	  	  	  
	
Personal development goal

	  	  	  
	
1.


 


 


 


 

	  	  	  






	 	 	 
	 	
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