EXHIBIT 10.13
PEOPLESBANK, A CODORUS VALLEY COMPANY
DIRECTOR GROUP TERM REPLACEMENT PLAN
THIS PLAN, hereby made and entered into this 1st day of December, 1998, by
and between PEOPLESBANK, A CODORUS VALLEY COMPANY, a Pennsylvania state bank
located in York, Pennsylvania (the "Company"), CODORUS VALLEY BANCORP,INC. (the
"Corporation"), and _______________________ (the "Participant") selected to
participate in this Plan.
INTRODUCTION
To encourage the individual to remain a director of the Company, the
Company is willing to divide the death proceeds of a life insurance policy on
the Director's life. The Company will pay life insurance premiums from its
general assets.
ARTICLE 1
GENERAL DEFINITIONS
The following terms shall have the meanings specified:
1.1 "Company" means PeoplesBank, A Codorus Valley Company.
1.2 "Corporation" means Codorus Valley Bancorp, Inc...
1.3 "Participant" means a member of the Board of Directors of the
Company.
1.4 "Insurer" means the insurance company issuing the life insurance
policy or policies on the life of the insured.
1.5 "Policy" or "Policies" means the individual insurance policy (or
policies) issued by the Insurer for purposes of insuring a Participant's life
under this Plan.
1.6 "Insured" means the individual Director/Participant whose life is
insured.
1.7 "Normal Retirement Age" means the earlier of (1) the Participant
attaining the age of 70, or (2) the Participant's age and Years of Service, when
added together, totaling the sum of 75 or more.
1.8 "Termination of Service" means the Plan Participant ceasing to be a
member of the Company's Board of Directors for any reason whatsoever, other than
by reason of an approved leave of absence.
ARTICLE 2
POLICY OWNERSHIP/INTERESTS
2.1 Company Ownership. The Company is the sole owner of the Policies and
shall have the right to exercise all incidents of ownership. The Company shall
be the direct beneficiary of an amount of death proceeds equal to the greatest
of (1) the cash surrender value of the policies; (2) the aggregate premiums paid
on the Policies by the Company less any outstanding indebtedness to the Insurer;
or (3) the amount in excess of $100,000; provided, however, that if the Company
owns more than one policy on a Participant's life, all such Policies shall be
aggregated in calculating the amount set forth in this item (3).
2.2 Participant's Interest. The Participant shall have the right to
designate the beneficiary of any remaining death proceeds of the Policies. The
Participant shall also have the right to elect and change settlement options
that may be permitted. Provided, however, the Participant, the Participant's
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transferee or the Participant's beneficiary shall have no rights or interests in
the Policies with respect to that portion of the death proceeds designated in
this section 2.2 upon the Participant's Termination of Service prior to Normal
Retirement Age.
ARTICLE 3
PREMIUMS
3.1 Premium Payment. The Company shall pay any premiums due on the
Policies.
3.2 Imputed Income. The Company shall impute income to the Participant
in an amount equal to the current term rate for the Participant's age multiplied
by the aggregate death benefit payable to the Participant's beneficiary. The
"current term rate" is the minimum amount required to be imputed under Revenue
Rulings 64-328 and 66-110, or any subsequent applicable authority.
ARTICLE 4
ASSIGNMENT
4.1 The Participant may assign without consideration all interests in
his or her Policy or Policies and in this Plan to any person, entity or trust.
In the event the Participant transfers all of his or her interest in the Policy
or Policies, then all of the Participant's interest in such Policies and in the
Plan shall be vested in the his or her transferee, who shall be substituted as a
party hereunder, and the Participant shall have no further interest in the
Policies or in this Plan.
ARTICLE 5
INSURER
5.1 The Insurer shall be bound only by the terms of the Policies. Any
payments the Insurer makes or actions it takes in accordance with the Policies
shall fully discharge it from all claims, suits and demands of all entities or
persons. The Insurer shall not be bound by or be deemed to have notice of the
provisions of this Plan. The Insurer shall have the right to rely on the
Company's representations with regard to any definitions, interpretations, or
Policy interests as specified under this Plan.
ARTICLE 6
CLAIMS PROCEDURE
6.1 Claims Procedure. The Company shall notify any person or entity that
claims a right to an interest against this Group Term Replacement Plan (the
"Claimant") in writing, within ninety (90) days of his or her written
application for benefits, of his or her eligibility or ineligibility for
benefits under this Plan. If the Company determines that the Claimant is not
eligible for benefits or full benefits, the notice shall set forth (1) the
specific reasons for such denial, (2) a specific reference to the provisions of
this Plan on which the denial is based, (3) a description of any additional
information or material necessary for the Claimant to perfect his or her claim,
and a description of why it is needed, and (4) an explanation of this Plan's
claims review procedure and other appropriate information as to the steps to be
taken if the Claimant wishes to have the claim reviewed. If the Company
determines that there are special circumstances requiring additional time to
make a decision, the Company shall notify the Claimant of the special
circumstances and the date by which a decision is expected to be made, and may
extend the time for up to an additional ninety-day period.
6.2 Review Procedure. If the Claimant is determined by the Company not
to be eligible for benefits, or if the Claimant believes that he or she is
entitled to greater or different benefits, the Claimant shall have the
opportunity to have such claim reviewed by the Company by filing a petition for
review with the Company within sixty (60) days after receipt of the notice
issued by the Company. Said petition shall state the specific reasons which the
Claimant believes entitle him or her to benefits or to greater or different
benefits. Within sixty (60) days after receipt by the Company of the petition,
the Company shall afford the Claimant (and counsel, if any) an opportunity to
present his or her position to the Company orally or in writing, and the
Claimant (or counsel) shall have the right to
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review the pertinent documents. The Company shall notify the Claimant of its
decision in writing within the sixty-day period, stating specifically the basis
of its decision, written in a manner calculated to be understood by the Claimant
and the specific provisions of this Plan on which the decision is based. If,
because of the need for a hearing, the sixty-day period is not sufficient, the
decision may be deferred for up to another sixty-day period at the election of
the Company, but notice of this deferral shall be given to the Claimant.
ARTICLE 7
AMENDMENTS AND TERMINATION
7.1 Except as provided in paragraph 8.1 of Article 8 herein, the Company
may amend or terminate this Plan at any time. Unless otherwise agreed to by the
Company and the Participant, the Participant's participation in this Plan will
automatically terminate upon the Participant's Termination of Service prior to
Normal Retirement Age.
ARTICLE 8
MISCELLANEOUS
8.1 Option to Purchase. Notwithstanding anything herein to the contrary,
if the Company decides to sell, surrender or transfer ownership of the Policies
while this Plan is in effect, the Company shall first give notice of such
intention to the Participant or the Participant's transferee and shall allow the
Participant or the Participant's transferee the option to purchase the Policies
for a period of sixty (60) days from written notice of such intention. The
purchase price shall be an amount equal to the greater of the cash surrender
value of the Policies or the aggregate premiums paid on the Policies by the
Company less any outstanding indebtedness to the Insurer. This provision shall
not impair the right of the Company to terminate this Plan. If the Participant
or the Participant's transferee does not exercise the option to purchase, the
Company may sell, surrender or transfer ownership of the Policies; provided,
however, that if the Participant has attained the Normal Retirement Age, the
Company must provide an insurance policy comparable to cover the benefit
provided under this Plan. The Participant or the Participant's transferee shall
not have an option to purchase, and the Participant or the Participant's
transferee shall forfeit all rights under the Plan in the event the Participant
is subject to a final removal or prohibition order issued by an appropriate
federal banking agency pursuant to Section 8(e) of the Federal Deposit Insurance
Act or by the Pennsylvania Department of Banking pursuant to state law.
8.2 Binding Effect. This Plan in conjunction with each Split Dollar
Endorsement shall bind each Participant and the Company, their beneficiaries,
survivors, executors, administrators and transferees, and any Policy
beneficiary.
8.3 No Guarantee of Service. This Plan is not a contract for director
services. It does not give the Participant the right to remain a director of the
Company, nor does it interfere with the Company's right to remove the
Participant. It also does not require the Participant to remain a director nor
interfere with the Participant's right to terminate his or her directorship at
any time.
8.4 Applicable Law. The Plan and all rights hereunder shall be governed
by and construed according to the laws of the Commonwealth of Pennsylvania,
except to the extent preempted by the laws of the United States of America.
8.5 Reorganization. The Company shall not merge or consolidate into or
with another company, or reorganize, or sell substantially all of its assets to
another company, firm or person unless such succeeding or continuing company,
firm or person agrees to assume and discharge the obligations of the Company.
8.6 Notice. Any notice, consent or demand required or permitted to be
given under the provisions of this Plan by one party to another shall be in
writing, shall be signed by the party giving or making the same, and may be
given either by delivering the same to such other party personally,
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or by mailing the same, by United States certified mail, postage prepaid, to
such party, addressed to his or her last known address as shown on the records
of the Company. The date of such mailing shall be deemed the date of such mailed
notice, consent or demand.
8.7 Entire Agreement. This Plan constitutes the entire agreement between
the Company and the Participant as to the subject matter hereof. No rights are
granted to the Participant by virtue of this Plan other than those specifically
set forth herein.
8.8 Administration. The Company shall have powers which are necessary to
administer this Plan, including but not limited to:
(a) Interpreting the provisions of the Plan;
(b) Establishing and revising the method of accounting for the
Plan;
(c) Maintaining a record of benefit payments; and
(d) Establishing rules and prescribing any forms necessary or
desirable to administer the Plan.
8.9 Named Fiduciary. For purposes of the Employee Retirement Income
Security Act of 1974, if applicable, the Company shall be the named fiduciary
and plan administrator under the Plan. The named fiduciary may delegate to
others certain aspects of the management and operation responsibilities of the
plan including the employment of advisors and the delegation of ministerial
duties to qualified individuals
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IN WITNESS WHEREOF, the Company executes this Plan the day and year first
above written.
COMPANY:
PEOPLESBANK, A CODOROUS VALLEY CO.
BY________________________________________
TITLE ____________________________________
CORPORATION:
CODOROUS VALLEY BANCORP, INC.
BY________________________________________
TITLE ____________________________________
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SPLIT DOLLAR POLICY ENDORSEMENT
PEOPLESBANK, A CODORUS VALLEY COMPANY
DIRECTOR GROUP TERM REPLACEMENT PLAN
Policy No. _____________ Insured:
Supplementing and amending the application of ________________________, 1998, to
______________________________________________ ("Insurer"), the applicant
requests and directs that:
BENEFICIARIES
1. PEOPLESBANK, A CODORUS VALLEY COMPANY, a Pennsylvania state bank
located in York, Pennsylvania (the "Company"), shall be the direct beneficiary
of death proceeds equal to the greatest of (1) the cash surrender value of the
policy; (2) the aggregate premiums paid on the Policy by the Company less any
outstanding indebtedness to the Insurer; or (3) the amount in excess of
$100,000.
2. The beneficiary of any remaining death proceeds shall be designated by
the Insured or the Insured's transferee, subject to the provisions of paragraph
(5) below.
OWNERSHIP
3. The Owner of the policy shall be the Company. The Owner shall have all
ownership rights in the Policy except as may be specifically granted to the
Insured or the Insured's transferee in paragraph (4) of this endorsement.
4. The Insured or the Insured's transferee shall have the right to assign
all rights and interests in the Policy with respect to that portion of the death
proceeds designated in paragraph (2) of this endorsement, and to exercise all
settlement options with respect to such death proceeds.
5. Notwithstanding the provisions of paragraph (4) above, the Insured or
the Insured's transferee shall have no rights or interests in the Policy with
respect to that portion of the death proceeds designated in paragraph (2) of
this endorsement if the Insured ceases to be a member of the Company's Board of
Directors for any reason whatsoever (other than by reason of a leave of absence
which is approved by the Company), unless otherwise agreed to by the Company and
the Insured.
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MODIFICATION OF ASSIGNMENT PROVISIONS OF THE POLICY
Upon the death of the Insured, the interest of any collateral assignee of the
Owner of the Policy designated in (3) above shall be limited to the portion of
the proceeds described in paragraph (1) above.
OWNERS AUTHORITY
The Insurer is hereby authorized to recognize the Owner's claim to rights
hereunder without investigating the reason for any action taken by the Owner,
including its statement of the amount of premiums it has paid on the Policy. The
signature of the Owner shall be sufficient for the exercise of any rights under
this Endorsement and the receipt of the Owner for any sums received by it shall
be a full discharge and release therefore to the Insurer.
Any transferee's rights shall be subject to this Endorsement.
Signed at _______________, Pennsylvania, this _______ day of ____________, 1998.
COMPANY:
PEOPLESBANK, A CODORUS VALLEY COMPANY
BY_________________________________
Its________________________________
CORPORATION:
CODORUS VALLEY BANCORP, INC.
BY_________________________________
Its________________________________
The Insured accepts and agrees to the foregoing and, subject to the rights of
the Owner as stated above, designates __________________________________________
as primary beneficiary and _____________________________________________________
as secondary beneficiary of the portion of the proceeds described in (2) above.
Signed at ________________, Pennsylvania, this _______ day of ___________, 1998.
THE INSURED:
____________________________________
EXHIBIT A
PEOPLESBANK, A CODORUS VALLEY COMPANY
DIRECTOR GROUP TERM REPLACEMENT PLAN
ELECTION TO PARTICIPATE
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I, _______________, an eligible Participant of the Peoplesbank, a Codorus
Valley Company Group Term Replacement Plan (the "Plan") dated December 1, 1998,
hereby elect to become a Participant of the Plan in accordance with Section 2.2
of the Plan. Additionally, I acknowledge that I have read the Plan document and
agree to be bound by its terms.
Executed this 1st day of December, 1998.
__________________________________ _____________________________________
Witness Participant
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EXHIBIT B
PEOPLESBANK, A CODORUS VALLEY COMPANY
DIRECTOR GROUP TERM REPLACEMENT PLAN
LIST OF PARTICIPANTS
PARTICIPANT'S NAME INSURER POLICY NUMBER
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