republicfirst8k.htm
UNITED
STATES
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):
|
January
25, 2010
|
Republic
First Bancorp, Inc.
(Exact
name of registrant as specified in its charter)
|
Pennsylvania
(State
or other jurisdiction
of
incorporation)
|
000-17007
(Commission
File Number)
|
23-2486815
(I.R.S.
Employer
Identification
No.)
|
50
South 16th Street, Suite 2400, Philadelphia, PA 19102
(Address
of principal executive offices) (Zip code)
(215)
735-4422
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following
provisions:
|
[ ]
|
Written
communications pursuant to Rule 425 under the Securities
Act
|
|
[ ]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
|
Item
5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(e)
On
January 25, 2010, Republic First Bancorp, Inc. (the “Company”) and its
wholly-owned subsidiary, Republic First Bank (the “Bank”), entered into an
Amended and Restated Employment Agreement, effective January 1, 2010, with Harry
D. Madonna, Chairman of the Board of Directors, and President and Chief
Executive Officer of the Company and the Bank. The amendments were
initiated at Mr. Madonna’s request to reduce his annual compensation and certain
other benefits in recognition of the state of the economy in general and the
financial services industry in particular, as well as the financial performance
of the Company and to further align the interests of the Company and Mr.
Madonna. Compared to the prior agreement, the amended and restated
agreement extends the term of the agreement, reduces Mr. Madonna’s annual
salary, eliminates automatic annual compensation increases and guarantied
deferred compensation, reduces by 50% the costs to the Company and the Bank of
providing health benefits, an automobile and certain other benefits, and
eliminates the tax “gross-up” provision in the event of a change of control, as
defined in the agreement.
The
amended and restated employment agreement provides for Mr. Madonna’s continuing
service as Chairman of the Board, President and Chief Executive Officer of the
Company and the Bank under the terms of an agreement for an initial term of
three years beginning January 1, 2010 at an annual base salary of
$425,000. The Company and the Bank may terminate Mr. Madonna’s
agreement with notice at least six months prior to the scheduled
expiration/renewal date or any time for good reason. Mr. Madonna may
terminate the agreement with six months prior notice. Mr. Madonna is
also eligible to receive annual increases in base salary and annual bonuses in
amounts determined in the sole discretion and determination of the Compensation
Committee of the Company’s Board of Directors upon achieving mutually agreed
upon budget criteria. He may also receive discretionary deferred
compensation. Annually, for each of the three years of the agreement,
Mr. Madonna will receive options to purchase 12,000 shares of the Company’s
common stock at a per share exercise price equal to the price on the date of
grant. Options will vest four years after their date of
grant. Mr. Madonna will be provided one half the costs of an
automobile and will be reimbursed for its operation, maintenance and insurance
expenses. Additionally, he will receive one half of the cost of
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. The agreement with Mr. Madonna provides
for severance and change in control payments, which are discussed
below. It also provides for the non-disclosure by Mr. Madonna of
confidential information acquired by him in the context of his employment with
the Company and the Bank.
Mr.
Madonna’s employment agreement with the Company and the Bank provides for
certain severance and change in control benefits. Upon the occurrence
of a change in control (as defined in the agreement), termination for any reason
other than death, resignation by the executive without cause (as defined in the
agreement), termination by the Company or the Bank with good reason (as defined
in the agreement), Mr. Madonna would receive a severance payment equal to three
times his annual base salary plus three times his average bonus over the prior
three years and three years of health and life insurance or cash in an amount
equal to the cost of such insurance. In the event that severance
amounts and benefits payable to Mr. Madonna would subject him to excise taxes
under section 4999 of the Internal Revenue Code, the Company would reduce the
payments otherwise payable to Mr. Madonna to the extent necessary so that he
would not be subject to such excise taxes. Subject to compliance with
Section 409A of the Internal Revenue Code, all severance payments are to be made
in a lump sum within 30 days after the triggering event.
The
foregoing description of the employment agreement does not purport to be
complete and is qualified in its entirety by reference to the employment
agreement, which is filed as Exhibit 10.1 hereto, and is incorporated into this
report by reference.
|
Item
9.01
|
Financial
Statements and Exhibits.
|
The
following exhibits are filed with this Form 8-K:
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.
|
|
REPUBLIC
FIRST BANCORP, INC.
|
|
Date: January
26, 2010
|
By: Frank A.
Cavallaro
Frank A. Cavallaro
Senior Vice President
and
Chief Financial
Officer
|
EXHIBIT
INDEX