0000897101-17-000320 Sample Contracts

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • March 15th, 2017 • Codorus Valley Bancorp Inc • Savings institution, federally chartered • Pennsylvania

AGREEMENT made as of July 14, 2016, by and among CODORUS VALLEY BANCORP, INC., a Pennsylvania business corporation (hereinafter referred to as the "Corporation"), PEOPLESBANK, a Codorus Valley Company, a Pennsylvania state chartered bank (hereinafter referred to as the "Bank") and MATTHEW A. CLEMENS, an adult individual (hereinafter referred to as "Executive").

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AMENDMENT TO SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • March 15th, 2017 • Codorus Valley Bancorp Inc • Savings institution, federally chartered

This Amendment to Salary Continuation Agreement (the “Amendment”) is made this 27th day of December, 2005, by and among PeoplesBank, A Codorus Valley Company, a Pennsylvania banking institution (the “Bank”), and a wholly owned subsidiary of Codorus Valley Bancorp, Inc., a Pennsylvania business corporation (the “Corporation”) and Matthew A. Clemens, an adult individual (the “Executive”).

PEOPLESBANK, A CODORUS VALLEY COMPANY SALARY CONTINUATION AGREEMENT DATED OCTOBER 1, 2002 AND AMENDED DECEMBER 27, 2005 FOR MATTHEW CLEMENS
Salary Continuation Agreement • March 15th, 2017 • Codorus Valley Bancorp Inc • Savings institution, federally chartered

THIS SECOND AMENDMENT is adopted this 23rd day of December, 2008, and is effective January 1, 2009, by and between PeoplesBank, A Codorus Valley Company, a Pennsylvania banking institution located in York, Pennsylvania (the “Bank”) and a wholly owned subsidiary of Codorus Valley Bancorp, Inc. (the “Corporation”) and Matthew Clemens (the “Executive”).

THIRD AMENDMENT TO THE PEOPLESBANK, A CODORUS VALLEY COMPANY SALARY CONTINUATION AGREEMENT DATED OCTOBER 1, 2002 FOR MATTHEW CLEMENS
Salary Continuation Agreement • March 15th, 2017 • Codorus Valley Bancorp Inc • Savings institution, federally chartered

This Third Amendment to Salary Continuation Agreement is made this 11th day of March, 2014, by and among PeoplesBank, A Codorus Valley Company, a Pennsylvania banking institution (the “Bank”), and a wholly-owned subsidiary of Codorus Valley Bancorp, Inc., a Pennsylvania business corporation (the “Corporation”) and Matthew A. Clemens, an adult individual (the “Executive”).

SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • March 15th, 2017 • Codorus Valley Bancorp Inc • Savings institution, federally chartered • Pennsylvania

THIS AGREEMENT is made this 1st day of October, 2002, by and between PeoplesBank, A Codorus Valley Company, a Pennsylvania state-chartered bank located in York, Pennsylvania (the “Company”) and Matthew Clemens (the “Executive”).

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