Republic First Bancorp 8K
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
Date
of
report (Date of earliest event reported): February 27,
2007
Republic
First Bancorp, Inc.
(Exact
name of registrant as specified in its charter)
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Pennsylvania
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0-17007
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23-2486815
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File No.)
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I.R.S.
Employer
Identification
No.)
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1608
Walnut Street, Suite 1000, Philadelphia, PA
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19103
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(Address
of principal executive offices)
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(Zip
Code)
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(215)-735-4422
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(Registrant’s
telephone number, including area
code)
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None
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(Former
name, former address and former fiscal year,
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if
changed since last report)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers.
On
February 27, 2007, our Compensation and Option Committee approved and we entered
into new Employment Agreements, effective as of January 1, 2007, with Harry
D.
Madonna, Chairman of the Board and Chief Executive Officer of Republic First
Bancorp, Inc. and Republic First Bank, and with Louis J. DeCesare, President
and
Chief Operating Officer of Republic First Bank.
Mr.
Madonna’s Employment Agreement is for a term of three years beginning January 1,
2007, at an annual base salary of $330,000. The annual base salary will increase
10% on April 1 of each succeeding year. We may terminate the agreement after
three years with six months prior notice or any time for cause. Mr. Madonna
may
terminate the agreement upon six months notice. Mr. Madonna is also eligible
to
receive an annual bonus in an amount set by the sole discretion and
determination of the Compensation Committee upon achieving mutually agreed
upon
budget criteria. He will also receive 25% of base salary and most recent bonus
as deferred compensation pursuant to our Deferred Compensation Plan. Mr. Madonna
will receive annual grants of 12,000 stock options at an exercise price equal
to
the stock’s market price on the date of grant, with four year vesting periods.
Mr. Madonna will be provided an automobile and will be reimbursed for its
operation, maintenance and insurance expenses. Additionally, he will receive
health and disability insurance available to all employees, term life insurance
for three times his salary, business related travel and entertainment expenses
and club dues and expenses. Upon the occurrence of a Change in Control (as
defined in his Employment Agreement), or termination without cause, Mr. Madonna
will receive a severance payment equal to three times of both his annual base
salary and the three year average of his bonuses. Also he will become vested
in
any stock options or deferred compensation held by him and will receive three
years of health and life insurance and an automobile. Mr. Madonna will also
receive a “gross-up’ payment as reimbursement for any additional excise taxes if
triggered under section 4999 of the Internal Revenue Code. The agreement
provides for the non-disclosure by Mr. Madonna of confidential information
acquired by him in the context of his employment by us.
Mr.
DeCesare’s Employment Agreement is for a term of three years beginning January
1, 2007, at an annual base salary of $250,000. The annual base salary will
increase 10% annually for each of the second and third years of the agreement.
We may terminate the agreement after three years with six months prior notice
or
any time for cause. Mr. DeCesare may terminate the agreement upon six months
notice. Mr. DeCesare is also eligible to receive an annual bonus in an amount
set by the sole discretion and determination of the Compensation Committee
upon
achieving mutually agreed upon budget criteria. He will also receive 20% of
base
salary and most recent bonus as deferred compensation pursuant to our Deferred
Compensation Plan. Mr. DeCesare will receive annual grants of 12,000 stock
options at an exercise price equal to the stock’s market price on the date of
grant, with four year vesting periods. Mr. DeCesare will receive a monthly
automobile allowance of $1,250. Additionally, he will receive health and
disability insurance available to all employees, term life insurance for three
times his salary, business related travel and entertainment expenses and club
dues and expenses. Upon the occurrence of a Change in Control (as defined in
his
Employment Agreement), or termination without cause, Mr. DeCesare will receive
a
severance payment equal to three times of both his annual base salary and the
three year average of his bonuses. Also he will become vested in any stock
options or deferred compensation held by him and will receive three years of
health and life insurance. Mr. DeCesare will also receive a “gross-up’ payment
as reimbursement for any additional excise taxes if triggered under section
4999
of the Internal Revenue Code. The agreement provides for the non-disclosure
by
Mr. DeCesare of confidential information acquired by him in the context of
his
employment by us, and a one year restrictive covenant encompassing various
non-compete agreements, as more fully described in his Employment
Agreement.
The
descriptions of the Employment Agreements above are not complete and are
qualified in their entirety by reference to the full text of the Employment
Agreements. Copies of the Employment Agreements are filed as Exhibits 10.1
and
10.2 to this Form 8-K and are incorporated in this Item 5.02 by
reference.
Item
9.01. Financial Statements and Exhibits
d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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REPUBLIC
FIRST BANCORP, INC.
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Dated:
March 1, 2007
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/s/
Paul Frenkiel
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Name:
Paul Frenkiel
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Title:
Chief Financial Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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