As filed with the Securities and Exchange Commission on August 10, 2011
Registration No. 333-_______
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
THE BANCORP, INC.
(Exact name of registrant as specified in its charter)
 
 
                 
   
Delaware
  
 
  
23-3016517
  
 
   
(State or other jurisdiction
of incorporation or organization)
  
 
  
(I.R.S. Employer
Identification No.)
  
 
         
   
405 Silverside Road, Wilmington, DE
  
 
  
19809
  
 
   
(Address of Principal Executive Offices)
  
 
  
(Zip Code)
  
 
 
 
THE BANCORP, INC. STOCK OPTION AND EQUITY PLAN OF 2011
(Full title of the plan)
 
Betsy Z. Cohen
Chief Executive Officer
The Bancorp, Inc.
405 Silverside Road
Wilmington, DE 19809
(Name and address of agent for service)
 
 
(302) 385-5000
(Telephone number, including area code, of agent for service)
 
 
 
Copy to:
Mark E. Rosenstein, Esquire
Ledgewood
1900 Market Street — Suite 750
Philadelphia, PA 19103
(215) 731-9450
 
 
 
 
 
 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
 
Large accelerated filer ¨   Accelerated filer þ  
Non-accelerated filer ¨   Smaller Reporting Company ¨  
(Do not check if a smaller reporting company)      
 
 
                                                                                                                                                   

CALCULATION OF REGISTRATION FEE
 
                 
TITLE OF SECURITIES TO BE REGISTERED
  
AMOUNT TO BE
REGISTERED(1)
  
PROPOSED MAXIMUM
OFFERING PRICE
PER SHARE(2)
  
PROPOSED MAXIMUM
AGGREGATE
OFFERING PRICE(2)
  
AMOUNT OF
REGISTRATION FEE
 
Common Stock, par value $1.00 per share
  
1,400,000
  
$7.81
  
$10,934,000
  
$1,270
 
______
(1)
In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement also shall be deemed to cover an indeterminate number of additional shares of common stock issuable in the event the number of outstanding shares of the Company is increased by stock split, reclassification, stock dividend or the like.
 
(2)
Estimated solely for purposes of determining the registration fee in accordance with Rule 457(h) under the Securities Act of 1933 based upon the average of the high and low sales prices of the registrant’s common stock as reported on the Nasdaq Global Select Market on August 9, 2011.
 

 
 
 

PART I
 
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
 
ITEM 1.
PLAN INFORMATION.
 
Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this registration statement in accordance with the Explanatory Note to Part I of Form S-8 and Rule 428(b)(1) under the Securities Act of 1933.
 
ITEM 2.
REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
 
Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this registration statement in accordance with the Explanatory Note to Part I of Form S-8 and Rule 428(b)(1) under the Securities Act of 1933.


PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3.
INCORPORATION OF DOCUMENTS BY REFERENCE.
 
The following documents of the registrant filed with the SEC are incorporated by reference in this registration statement:
 
 
•
 
Annual Report on Form 10-K for the fiscal year ended December 31, 2010.
 
 
•
 
Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2011 and June 30, 2011.
 
 
•
 
Current Reports on Form 8-K filed on March 3, 2011, March 8, 2011, March 22, 2011, May 19, 2011, May 20, 2011 and August 8, 2011.
 
 
•
 
The description of registrant’s common stock contained in the Registration Statement on Form 8-A filed on November 10, 2004.
 
All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered pursuant to this registration statement have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents.
 
ITEM 4.
DESCRIPTION OF SECURITIES.
 
Not applicable.
 
ITEM 5.
INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
Not applicable.
 
ITEM 6.
INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
Under the provisions of Section 145 of the Delaware General Corporation Law, the registrant is required to indemnify any present or former officer or director against expenses arising out of legal proceedings in which the director or officer becomes involved by reason of being a director or officer if the director or officer is successful in the defense of such proceedings. Section 145 also provides that the registrant may indemnify a director or officer in connection with a proceeding in which he is not successful in defending if it is determined that he acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the registrant or, in the case of a criminal action, if it is determined that he had no reasonable cause to believe his conduct was unlawful. Liabilities for which a director or officer may be indemnified include amounts paid in satisfaction of settlements, judgments, fines and other expenses (including attorneys’ fees incurred in connection with such proceedings).
 
 
 
 
 
 
 
 
 
The registrant’s Certificate of Incorporation provides for indemnification of directors and officers of the registrant to the full extent permitted by applicable law. Under the provisions of the registrant’s Bylaws, the registrant is required to indemnify officers or directors to the same extent as under the current provisions of Section 145 of the Delaware General Corporation Law.
 
The foregoing standards also apply with respect to the indemnification of expenses incurred in a stockholder derivative suit. However, a director or officer may only be indemnified for settlement amounts or judgments incurred in a derivative suit to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
 
In accordance with the Delaware General Corporation Law, the registrant’s Certificate of Incorporation contains a provision to limit the personal liability of the directors of the registrant for violations of their fiduciary duty. This provision eliminates each director’s liability to the registrant or its stockholders for monetary damages except (i) for breach of the director’s duty of loyalty to the registrant or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions or (iv) for any transaction from which a director derived an improper personal benefit. The effect of this provision is to eliminate the personal liability of directors for monetary damages for actions involving a breach of their fiduciary duty.
 
The registrant maintains directors’ and officers’ liability insurance against any actual or alleged error, misstatement, misleading statement, act, omission, neglect or breach of duty by any director or officer of itself or any direct or indirect subsidiary, excluding certain matters including fraudulent, dishonest or criminal acts or self-dealing.
 
ITEM 7.
EXEMPTION FROM REGISTRATION CLAIMED.
 
Not applicable.
 
ITEM 8.
EXHIBITS.
 
The Exhibits furnished as part of this registration statement on Form S-8 are identified in the Exhibit Index immediately following the signature pages of this registration statement. Such Exhibit Index is incorporated herein by reference.
 
ITEM 9.
UNDERTAKINGS.
 
Undertakings required by Item 512(a) of Regulation S-K
 
The undersigned registrant hereby undertakes:
 
 
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
 
 
(i)
to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);
 
 
(ii)
to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
 
 
 
 
 
 
 
 
 
(iii)
to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) that are incorporated by reference in the registration statement.
 
 
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
 
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
Undertakings required by Item 512(b) of Regulation S-K
 
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to the initial bona fide offering thereof.
 
Undertakings required by Item 512(h) of Regulation S-K
 
Insofar as indemnification for liabilities arising under the Securities Act may be permitted for directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
 
 
 
 
 
 
 


SIGNATURES
 
The Registrant .    Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, State of Delaware, on August 10, 2011.
 
 
     
THE BANCORP, INC.
   
By:
 
        /s/ Betsy Z. Cohen
   
             Betsy Z. Cohen
             Chief Executive Officer
 
 
 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Betsy Z. Cohen, Frank M. Mastrangelo and Paul Frenkiel, or any of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or of his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
 
     
/s/ Betsy Z. Cohen
  
Date: August 10, 2011
BETSY Z. COHEN, Chief Executive Officer and Director (principal executive officer)
  
 
   
/s/ Frank M. Mastrangelo
  
Date: August 10, 2011
FRANK M. MASTRANGELO, President, Chief Operating Officer and Director
  
 
   
/s/ Paul Frenkiel
  
Date: August 10, 2011
PAUL FRENKIEL, Executive Vice President, Chief Financial Officer and Secretary (principal financial officer)
  
 
     
/s/ Martin F. Egan
  
Date: August 10, 2011
MARTIN F. EGAN, Chief Accounting Officer (principal accounting officer)
   
   
/s/ Daniel G. Cohen
  
Date: August 10, 2011
DANIEL G. COHEN, Chairman of the Board of Directors
  
 
   
 
 
 
 
 
 
 
 
/s/ Walter T. Beach
  
Date: August 10, 2011
WALTER T. BEACH, Director
  
 

     
/s/ Matthew Cohn
  
Date: August 10, 2011
MATTHEW COHN, Director
  
 
   
/s/ Linda Schaeffer
  
Date: August 10, 2011
LINDA SCHAEFFER, Director
  
 
   
/s/ William H. Lamb
  
Date: August 10, 2011
WILLIAM H. LAMB, Director
  
 
   
/s/ James J. McEntee III
  
Date: August 10, 2011
JAMES J. MC ENTEE III, Director
  
 
   
/s/ Joan Specter
  
Date: August 10, 2011
JOAN SPECTER, Director
  
 
   
/s/ Leon A. Huff
  
Date: August 10, 2011
LEON A. HUFF, Director
  
 
   
/s/ Michael J. Bradley
  
Date: August 10, 2011
MICHAEL J. BRADLEY, Director
  
 
 
 
 
 
 
 
 

 

EXHIBIT INDEX
 
 
The following exhibits are filed herewith:
 
       
EXHIBIT
 
DOCUMENT
   
4.1
(1)
 
Specimen copy of Common Stock Certificate
   
4.2
(2)
 
The Bancorp, Inc. 2005 Omnibus Equity Compensation Plan
   
4.3
(3)
 
The Bancorp, Inc. Stock Option and Equity Plan of 2011 (the “2011 Plan”)
   
5.1
   
   
10.1
   
   
23.1
   
   
23.2
   
Consent of Ledgewood (included as part of Exhibit 5.1)
   
24.1
   
Power of Attorney (included as part of signature page)
 
 
(1)
Filed previously as an exhibit to the registration statement on Form S-4/A filed on September 28, 2004 (File No. 333-117385).
 
(2)
Previously filed as an appendix to the definitive proxy statement on Schedule 14A filed on May 2, 2005.
 
(3)
Previously filed as an appendix to the definitive proxy statement on Schedule 14A filed on March 23, 2011.

 
 
 
 
 
Exhibit 5.1

LEDGEWOOD, P.C.
1900 Market Street, Suite 750
Philadelphia, PA 19103




August 10 , 2011

The Bancorp, Inc.
409 Silverside Road
Wilmington, DE 19809

Ladies and Gentlemen:

We have acted as counsel to The Bancorp, Inc., a Delaware corporation (“Bancorp”), in connection with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), relating to the registration of 1,400,000 shares of common stock, par value $1.00 of Bancorp (the “Common Shares”) issuable in connection with The Bancorp, Inc. Stock and Equity Plan of 2011 (the “Plan”).  In connection therewith, you have requested our opinion as to certain matters referred to below.

In our capacity as such counsel, we have familiarized ourselves with the actions taken by Bancorp in connection with the registration of the Common Shares.  We have examined the originals or certified copies of such records, agreements, certificates of public officials and others, and such other documents, including the Registration Statement, as we have deemed relevant and necessary as a basis for the opinions hereinafter expressed.

We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as copies.
 
Based upon the foregoing and subject to the assumptions and qualifications set forth herein, we are of the opinion that when such Common Shares have been issued and delivered in accordance with the Registration Statement and the Plan, such Common Shares will be duly authorized and validly issued and such Common Shares will be fully paid and non-assessable.
 
 
 
 
 
 
 
 
This opinion is limited in all respects to federal laws, the Delaware Limited Liability Company Act and the Constitution of the State of Delaware, as interpreted by the courts of the State of Delaware and the United States.

We consent to the inclusion of this opinion as an exhibit to the Registration Statement.

 
Very truly yours,
 
/s/ Ledgewood
 
LEDGEWOOD
a professional corporation
 













 
Exhibit 10.1
 
THE BANCORP, INC.
 
STOCK OPTION AND EQUITY PLAN OF 2011
 
NONQUALIFIED STOCK OPTION GRANT
 
This STOCK OPTION GRANT, dated as of                              (the “Date of Grant”), is delivered by The Bancorp, Inc. (the “Company”) to                              (the “Grantee”).
 
RECITALS
 
The Bancorp, Inc. Stock Option and Equity Plan of 2011 (the “Plan”) provides for the grant of options to purchase shares of common stock of the Company. The Compensation Committee of the Board of Directors of the Company (the “Committee”) has decided to make a stock option grant as an inducement for the Grantee to promote the best interests of the Company and its stockholders.
 
NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as follows:
 
1. Grant of Option . Subject to the terms and conditions set forth in this Agreement and in the Plan, the Company hereby grants to the Grantee a nonqualified stock option (the “Option”) to purchase                              shares of common stock of the Company (“Shares”) at an exercise price of $                              per Share. The Option shall become exercisable according to Paragraph 2 below.
 
2. Exercisability of Option . The Option shall become exercisable on the following dates, if the Grantee is employed by, or providing service to, the Employer (as defined in the Plan) on the applicable date:
 
     
Date
 
 
Shares for Which the Option is Exercisable
 
     
     
     
     
 
The exercisability of the Option is cumulative, but shall not exceed 100% of the Shares subject to the Option. The Option shall become fully exercisable on                                       , 20      , if the Grantee is employed by, or providing service to, the Employer on such date. If the foregoing schedule would produce fractional Shares, the number of Shares for which the Option becomes exercisable shall be rounded down to the nearest whole Share.
 
 
 
 
 
 
 
 
 
 
3.
Term of Option .
 
(a) The Option shall have a term of ten years from the Date of Grant and shall terminate at the expiration of that period, unless it is terminated at an earlier date pursuant to the provisions of this Agreement or the Plan.
 
(b) The Option shall automatically terminate upon the happening of the first of the following events:
 
(i) The expiration of the 90-day period after the Grantee ceases to be employed by, or provide service to, the Employer, if the termination is for any reason other than Disability (as defined below), death or Cause (as defined below).
 
(ii) The expiration of the one-year period after the Grantee ceases to be employed by, or provide service to, the Employer on account of the Grantee’s Disability. For purposes of this Agreement, “Disability” shall mean a Grantee’s becoming disabled within the meaning of section 22(e)(3) of the Internal Revenue Code of 1986, as amended.
 
(iii) The expiration of the one-year period after the Grantee ceases to be employed by, or provide service to, the Employer, if the Grantee dies while employed by, or providing service to, the Employer, or within 90 days after the Grantee ceases to be so employed or provide such services on account of a termination described in subparagraph (i) above.
 
 
 
 
-2-
 
 
 
(iv) The date on which the Grantee ceases to be employed by, or provide service to, the Employer for Cause. In addition, notwithstanding the prior provisions of this Paragraph 3, if the Grantee engages in conduct that constitutes Cause after the Grantee’s employment or service terminates, the Option shall immediately terminate. For purposes of this Agreement, “Cause” shall mean, a finding by the Committee that the Grantee (A) has breached his or her employment or service contract with the Employer; (B) has engaged in disloyalty to the Employer, including, without limitation, fraud, embezzlement, theft, commission of a felony or proven dishonesty; (C) has disclosed trade secrets or confidential information of the Employer to persons not entitled to receive such information; (D) has breached any written non-competition or non-solicitation agreement between the Grantee and the Employer; or (E) has engaged in such other behavior detrimental to the interests of the Employer as the Committee determines.
 
Notwithstanding the foregoing, in no event may the Option be exercised after the date that is immediately before the tenth anniversary of the Date of Grant. Any portion of the Option that is not exercisable at the time the Grantee ceases to be employed by, or provide service to, the Employer shall immediately terminate.
 
4.
Exercise Procedures .
 
(a) Subject to the provisions of Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercised and the method of payment. Payment of the exercise price shall be made in accordance with procedures established by the Committee from time to time based on type of payment being made but, in any event, prior to issuance of the Shares. The Grantee shall pay the exercise price (i) in cash or by certified check or  (ii) in cash, on the T+3 settlement date that occurs after the exercise date specified in the notice of exercise, provided that the Grantee exercises the Option through an irrevocable agreement with a registered broker and the payment is made in accordance with procedures permitted by Regulation T of the Federal Reserve Board and such procedures do not violate applicable law.
 
(b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate.
 
(c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable
 
5. Change of Control . The provisions of the Plan applicable to a Change of Control, mergers or other corporate transactions shall apply to the Option, and, in the event of a Change of Control, the Committee may take such actions as it deems appropriate pursuant to the Plan. In the event of a change of control, in which the recipient will either involuntarily forfeit their current position, or will be employed at a significantly lower salary, all unvested shares shall immediately vest.
 
6. Restrictions on Exercise . Except as the Committee may otherwise permit pursuant to the Plan, only the Grantee may exercise the Option during the Grantee’s lifetime and, after the Grantee’s death, the Option shall be exercisable (subject to the limitations specified in the Plan) solely by the legal representatives of the Grantee, or by the person who acquires the right to exercise the Option by will or by the laws of descent and distribution, to the extent that the Option is exercisable pursuant to this Agreement.
 
7. Grant Subject to Plan Provisions . This grant is made pursuant to the Plan, the terms of which are incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan. The grant and exercise of the Option are subject to interpretations, regulations and determinations concerning the Plan established from time to time by the Committee in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to
 
 
 
 
-3-
 
 
 
(a) rights and obligations with respect to withholding taxes, (b) the registration, qualification or listing of the Shares, (c) changes in capitalization of the Company and (d) other requirements of applicable law. The Committee shall have the authority to interpret and construe the Option pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder.
 
8. No Employment or Other Rights . The grant of the Option shall not confer upon the Grantee any right to be retained by or in the employ or service of the Employer and shall not interfere in any way with the right of the Employer to terminate the Grantee’s employment or service at any time. The right of the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved.
 
9. No Stockholder Rights . Neither the Grantee, nor any person entitled to exercise the Grantee’s rights in the event of the Grantee’s death, shall have any of the rights and privileges of a stockholder with respect to the Shares subject to the Option, until certificates for Shares have been issued upon the exercise of the Option.
 
10. Assignment and Transfers . Except as the Committee may otherwise permit pursuant to the Plan, the rights and interests of the Grantee under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Grantee, by will or by the laws of descent and distribution. In the event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose of the Option or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Option by notice to the Grantee, and the Option and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Grantee’s consent.
 
11. Applicable Law . The validity, construction, interpretation and effect of this instrument shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflicts of laws provisions thereof.
 
12. Notice . Any notice to the Company provided for in this instrument shall be addressed to the Company in care of the Committee at the corporate headquarters of the Company, and any notice to the Grantee shall be addressed to such Grantee at the current address shown on the payroll of the Employer, or to such other address as the Grantee may designate to the Employer in writing. Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.
 
[Signature Page Follows]
 
 
 
 
 
-4-
 
 
 
IN WITNESS WHEREOF, the Company has caused its duly authorized officers to execute and attest this Agreement, and the Grantee has executed this Agreement, effective as of the Date of Grant.
 
                 
ATTEST:
     
THE BANCORP, INC.
       
       
By:
   
 
I hereby accept the Option described in this Agreement, and I agree to be bound by the terms of the Plan and this Agreement. I hereby further agree that all of the decisions and determinations of the Committee shall be final and binding.
 
     
Grantee:
   
   
Date:
   
 
 
 
 
 
 
-5-
 
 
 
Exhibit 23.1
 
 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
We have issued our reports dated February 23, 2011 with respect to the consolidated financial statements and internal control over financial reporting included in the Annual Report on Form 10-K for the year ended December 31, 2010 of The Bancorp, Inc. and its subsidiary, which are incorporated by reference in this Registration Statement.  We consent to the incorporation by reference in the Registration Statement of the aforementioned reports.
 
 
 
/s/ GRANT THORNTON LLP
 
 
Philadelphia, Pennsylvania
 
August 9, 2011