Common use of Termination of Employment Following Change of Control Clause in Contracts

Termination of Employment Following Change of Control. (a) If a Change of Control (as defined in Section 5(b) of this Agreement) shall occur and if thereafter, during the period commencing with the date of a Change of Control and ending on the second anniversary date of the Change of Control, there shall be: (i) any involuntary termination of Executive’s employment (other than for the reasons set forth in Section 3(b) of this Agreement); or (ii) if Executive terminates his employment for “Good Reason” during the period commencing with the date of any “Change of Control”, as defined herein, and ending on the second anniversary of the date of the Change of Control, by delivering a notice in writing (the “Notice of Termination”) to the Bank, then, in either case, the provisions of Section 6 of this Agreement shall apply. (b) As used in this Agreement, “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).

Termination of Employment Following Change of Control. (a) If a Change of Control (as defined in Section 5(b) of this Agreement) shall occur and if thereafter, thereafter at any time during the period commencing with the date term of a Change of Control and ending on the second anniversary date of the Change of Control, this Agreement there shall be: (i) any involuntary termination of Executive’s 's employment (other than for the reasons set forth in Section 3(b) of this Agreement); or (ii) if Executive terminates his employment for “Good Reason” during the period commencing with the date of any “Change of Control”, as defined herein, and ending on the second anniversary of the date of the Change of Control, by delivering a notice in writing (the “"Notice of Termination”") to the Bank, then, in either case, the provisions of Section 6 of this Agreement shall apply. (b) As used in this Agreement, “"Change of Control” " shall mean: a Change in the Ownership of Codorus Valley Bancorp, Inc. (the Corporation “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).

Termination of Employment Following Change of Control. (a) If a Change of Control (as defined in Section 5(b) of this Agreement) shall occur and if thereafter, thereafter at any time during the period commencing with the date term of a Change of Control and ending on the second anniversary date of the Change of Control, this Agreement there shall be: (i) any involuntary termination of Executive’s employment (other than for the reasons set forth in Section 3(b) of this Agreement); or (ii) if Executive terminates his employment for “Good Reason” during the period commencing with the date of any “Change of Control”, as defined herein, and ending on the second anniversary of the date of the Change of Control, by delivering a notice in writing (the “Notice of Termination”) to the Bank, then, in either case, the provisions of Section 6 of this Agreement shall apply. (b) As used in this Agreement, “Change of Control” shall mean: a Change in the Ownership of Codorus Valley Bancorp, Inc. (the Corporation “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).

Termination of Employment Following Change of Control. (a) If a Change of Control (as defined in Section 5(b) of this Agreement) shall occur and if thereafter, during the period commencing with the date of a Change of Control and ending on the second anniversary date of the Change of Control, there shall be: (i) any involuntary termination of Executive’s employment (other than for the reasons set forth in Section 3(b) of this Agreement); or (ii) if Executive terminates his her employment for “Good Reason” during the period commencing with the date of any “Change of Control”, as defined herein, and ending on the second anniversary of the date of the Change of Control, by delivering a notice in writing (the “Notice of Termination”) to the Bank, then, in either case, the provisions of Section 6 of this Agreement shall apply. (b) As used in this Agreement, “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).