UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
CODORUS VALLEY BANCORP, INC.
FORM 8-K
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 9, 2021, the Board of Directors of Codorus Valley Bancorp, Inc. (the "Corporation") approved a promotion equity award to Craig L. Kauffman, President and Chief Executive Officer of the Corporation, consisting of 15,564 restricted common stock units. Mr. Kauffman was appointed President and Chief Executive Officer of the Corporation effective as of October 1, 2021. Mr. Kauffman previously was Executive Vice President and Chief Operating Officer of the Corporation since 2018 and a member of the Board since 2019.
Sixty percent of the grant (9,338.4 units) consists of performance-based restricted stock units with cliff vesting after the performance period ends on December 31, 2024, subject to achievement of a performance goal based on the Corporation's return on equity ("ROE") as set forth in the Restricted Stock Unit Agreement (the "Agreement"), a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Forty percent of the grant (6,225.6 units) consists of time-based restricted stock units which will vest ratably over a three-year period as set forth in the Agreement.
The value of the promotion equity grant is $360,000 and the number of units is based on the closing sale price of the Corporation's common stock on November 9, 2021.
Item 9.01 | Financial Statements and Exhibits |
(d) | Exhibits | |
Exhibit No. | Description | |
10.1 | Codorus Valley Bancorp, Inc. Restricted Stock Unit Agreement between the Corporation and Craig L. Kauffman | |
104 | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
2
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.
CODORUS VALLEY BANCORP, INC. | |||
Date: November 12, 2021 | By: | /s/ Larry D. Pickett | |
Larry D. Pickett, CPA | |||
Treasurer | |||
(Principal Financial and Accounting Officer) |
3
Exhibit 10.1
CODORUS VALLEY BANCORP, INC.
2017 LONG-TERM INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
The Grantee identified below has been granted an Award under the Restricted Stock Unit provisions of the 2017 Long-Term Incentive Plan of Codorus Valley Bancorp, Inc. (the "Plan"). The purpose of this Agreement is to communicate to the Grantee the specific terms of that Award, to serve as evidence of the Plan rights that have been awarded, and to obtain the Grantee's acknowledgement of the Award and agreement to be bound by the Plan's provisions. This Agreement is to be interpreted and applied in conjunction with the provisions of the Plan which is incorporated by reference herein.
I. | Name of Grantee: |
Craig L. Kauffman
|
II. | Date of Grant: |
November 9, 2021
|
III. | Total Number of Shares Covered by the Restricted Stock Unit Award |
15,564
|
IV. |
60% of grant (9,338.4 units) shall be performance-based restricted stock units with cliff vesting after the performance period ends on December 31, 2024 subject to achievement of the performance goal as outlined below:
Performance Metrics Target Stretch FY 2024 ROE 10.00% 12.00% Performance Factor (% of Target) 100% 150% Pro rata increase in units between 10% and 12% ROE
|
Start: November 9, 2021
End: December 31, 2024 |
V. |
40% of grant (6,225.6 units) shall be time-based restricted stock units which shall vest ratably over a three-year period as follows:
1/3 will vest November 9, 2022 1/3 will vest November 9, 2023 1/3 will vest November 9, 2024
|
Start: November 9, 2021
End: November 9, 2024 |
VI. | Consequences of Termination of Employment during the Restriction Period | As provided in the Plan |
The performance-based Restricted Stock Units and time-based Restricted Stock Units will earn dividend equivalents during the restricted period at the rate of dividends per share paid by the Company on its outstanding shares of common stock. Dividend equivalents will be accrued to be reinvested in additional restricted stock units which shall be similarly restricted.
The foregoing Award was duly made by the Board of Directors of Codorus Valley Bancorp, Inc. pursuant to the terms of the Plan, effective as of the date of grant indicated above.
CODORUS VALLEY BANCORP, INC. | |
By: /s/ Larry J. Miller | |
Title: Executive Chairman |
Grantee's Receipt and Acknowledgment
By signing below, the Grantee hereby acknowledges receipt of a copy of this Agreement and the Plan and agrees to be subject to the terms and conditions of this Agreement and the Plan.
Date November 9, 2021 | /s/ Craig L. Kauffman |
Name: Craig L. Kauffman |
Cover |
Nov. 09, 2021 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Nov. 09, 2021 |
Entity File Number | 0-15536 |
Entity Registrant Name | CODORUS VALLEY BANCORP, INC. |
Entity Central Index Key | 0000806279 |
Entity Tax Identification Number | 23-2428543 |
Entity Incorporation, State or Country Code | PA |
Entity Address, Address Line One | 105 Leader Heights Road |
Entity Address, Address Line Two | PO Box 2887 |
Entity Address, City or Town | York |
Entity Address, State or Province | PA |
Entity Address, Postal Zip Code | 17405-2887 |
City Area Code | 717 |
Local Phone Number | 747-1519 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, $2.50 par value |
Trading Symbol | CVLY |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
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