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EXHIBIT 99.1
CODORUS VALLEY BANCORP, INC.
EMPLOYEE STOCK BONUS PLAN
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CODORUS VALLEY BANCORP, INC.
Employee Stock Bonus Plan
WHEREAS, Codorus Valley Bancorp, Inc. desires to recognize and reward
its employees and the employees of its subsidiaries (hereinafter collectively
referred to as "Employees") for their personal, successful performance and
their contribution to the successful operation of and loyalty to Codorus
Valley Bancorp, Inc. and its subsidiaries (hereinafter collectively referred
to as "the Corporation") and to promote the continued successful
implementation of the Corporation's operating and business plans; and
WHEREAS, the Corporation desires to provide a vehicle for Employees to
share in the successful enterprise of the Corporation's business; and
WHEREAS, the form of this Employee Stock Bonus Plan (hereinafter
referred to as "the Plan") was approved, adopted, ratified and confirmed by
the Board of Directors of Codorus Valley Bancorp, Inc. at a duly called and
convened meeting held on June 12, 2001.
NOW, THEREFORE, in consideration for the premises and covenants herein
contained, it is hereby agreed by the Corporation as follows:
1. TERM. The Plan shall be deemed effective as of June 12, 2001, or the
date on which the shares to be issued under the Plan have been duly
registered under the Securities Act of 1933, as amended (hereinafter
referred to as the "1933 Act"), whichever occurs later, and shall
continue in effect until all stock under the Plan has been issued or
the Board of Directors, at its sole discretion, terminates the Plan.
2. STOCK. The shares of stock that may be issued under the Plan shall
not exceed, in the aggregate, Ten Thousand (10,000) shares of Codorus
Valley Bancorp, Inc.'s common stock, par value $2.50 per share
(hereinafter referred to as the "Stock"). In addition, the aggregate
amount of Stock under the Plan may be adjusted pursuant to paragraph
5. Such shares of Stock may be either authorized and unissued shares
of Stock, or authorized shares of Stock issued by Codorus Valley
Bancorp, Inc. and subsequently reacquired by it as treasury stock.
Under no circumstances shall any fractional shares of Stock be issued
under the Plan.
3. COMMITTEE. A Committee comprised of all of the non-employee members
of the Board of Directors of Codorus Valley Bancorp, Inc, shall
administer the Plan. The Committee shall be vested with full
authority to grant Awards under the Plan, to adopt, amend, and
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rescind such rules, regulations and procedures, as it deems necessary
or desirable to administer the Plan, to interpret provisions of the
Plan, and to make all other determinations necessary in connection
with the administration of the Plan. Any determination, decision or
action of the Committee in connection with the construction,
interpretation, administration or application of the Plan shall be
final, conclusive and binding. No member of the Committee shall be
liable for any determination, decision or action made in good faith
with respect to the Plan or any Award granted under the Plan.
4. ELIGIBILITY. Awards under the Plan may be made, at the discretion of
the Committee, to any Employee of the Corporation.
5. ADJUSTMENTS. In the event of any change in the number of issued and
outstanding shares of Stock which results from a stock split, reverse
stock split, payment of a stock dividend or any other change in the
capital structure of Codorus Valley Bancorp, Inc., the Committee shall
proportionately adjust the maximum number of shares to be awarded
under the Plan.
6. AWARDS. Quarterly, the Committee shall determine the amount of Stock,
if any, to be awarded under the Plan for the then current period. The
determination shall be based on a variety of criteria as determined
from time to time by the Committee. Such criteria may include, but is
not limited to, service, tenure, or other objective or subjective
criteria. Once the amount is determined, the Awards shall be granted
to Employees within ninety days. The amount of Awards, and whether or
not Awards shall be granted in any given period, shall be determined
at the sole discretion of the Committee. Codorus Valley Bancorp, Inc.
is under no obligation to grant Awards under the Plan at any time.
7. EFFECT ON EMPLOYMENT. The grant of an Award under the Plan shall not
be construed as giving the recipient thereof the right to be retained
in the employ of the Corporation. Neither the adoption of the Plan,
its operation, nor any documents describing or referring to the Plan,
shall in any way affect any right and power of the Corporation to
terminate the employment of any Employee at any time with or without
assigning a reason thereof.
8. INDEMNIFICATION. With respect to liabilities arising under or relating
to the Plan, Codorus Valley Bancorp, Inc. shall indemnify each member
of the Committee and each other officer or employee of the Corporation
to whom any duty or power relating to the Plan may be allocated or
delegated, to the fullest extent permitted under the laws of the
Commonwealth of Pennsylvania and the Articles of Incorporation and
Bylaws of Codorus Valley Bancorp, Inc.
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9. GOVERNING LAW. All questions pertaining to the construction, validity
and effect of the provisions of the Plan and the rights of all persons
hereunder shall be governed by the laws of the Commonwealth of
Pennsylvania.
10. RULES OF CONSTRUCTION. Headings are given to the sections of the Plan
solely as a convenience to facilitate reference.
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