CONFIDENTIAL
TREATMENT REQUESTED




 


Exhibit
10.24


 


PeoplesBank,
A Codorus Valley Company


Executive
Incentive Plan


January,
2019







	 	 
	 	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.

 





    
	January 2019	CONFIDENTIAL TREATMENT REQUESTED	Page 3

 



    


    

 




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, 2019 for the performance period of January 1, 2019 to December 31, 2019. 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.

 





    
	January 2019	CONFIDENTIAL TREATMENT REQUESTED	Page 4

 



    


    

 




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 or Chief Administrative Officer 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.

  





    
	January 2019	CONFIDENTIAL TREATMENT REQUESTED	Page 6

 



    


    

 




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 January 8, 2019.





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



  





    
	January 2019	CONFIDENTIAL TREATMENT REQUESTED	Page 7

 



    


    

 




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
    Operating/Risk Officer
	Chief
    Credit Officer
	3	SVP,
    General Services	7.5%	15%	22.5%
	 	VP,
    Marketing
	 	 


  





    
	January 2019	CONFIDENTIAL TREATMENT REQUESTED	Page 8

 



    


    

 




CONFIDENTIAL
TREATMENT REQUESTED


 





	PeoplesBank,
                                         A Codorus Valley Company





Executive
Incentive Plan 












Exhibit
B 


Performance
Goals - Plan Year 2019


 


	 	 	 	 
	 	 	 	 	 	 
	Corporate	Pre-Tax,
    Pre-Prov. Income	*	$[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.


 





	2019
    Performance Measure Weightings	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	2018	 	2019	 
	All
    Participants receive 	 	 	Performance
    Measure	 	Weight	 	Weight	 
	the
    same weighting	 	 	 	 	 	 	 	 	 
	 	 	Pre-Tax,
    Pre-Provision Income	 	50%	 	40%	 
	 	 	 	ROE	 	 	15%	 	25%	 
	 	 	 	Efficiency
    Ratio	 	20%	 	20%	 
	 	 	 	Personal	 	 	15%	 	15%	 
	 	 	 	 	 	 	100%	 	100%	 







 


Parameters
for 2019





		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.	Pre-Tax,
                                         Pre-Provision 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 and before
                                         taxes and provision for loan loss.






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



 






    
	January 2019	CONFIDENTIAL TREATMENT REQUESTED	Page 9

 



    


    
 




CONFIDENTIAL
TREATMENT REQUESTED


 





	PeoplesBank,
                                         A Codorus Valley Company





Executive
Incentive Plan 









		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



  





    
	January 2019	CONFIDENTIAL TREATMENT REQUESTED	Page 10