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
 
March 18, 2015
Date of Report (Date of earliest event reported)
 
REPUBLIC FIRST BANCORP, INC.
(Exact name of registrant as specified in its charter)
 

Pennsylvania
 
000-17007
 
23-2486815
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Ident. No.)
         
50 South 16th Street, Philadelphia, Pennsylvania
 
19102
(Address of principal executive offices)
 
(Zip Code)
 
(215) 735-4422
Registrant’s telephone number, including area code
 
N/A
(Former name or former address, if changed since last report.)


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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
 
 
 
 
 
 
 
 
 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 

As previously disclosed, Republic First Bancorp, Inc. (the “Company”), and Republic Bank, the Company’s wholly-owned banking subsidiary (the “Bank”), are parties to an Employment Agreement, dated May 10, 2013 (the “Employment Agreement”), with Harry D. Madonna, Chairman of the Board of Directors, President and Chief Executive Officer of the Company and Chairman of the Board of Directors and Chief Executive Officer of the Bank.  On March 18, 2015, the Company, the Bank and Mr. Madonna entered into the First Amendment to Employment Agreement, effective as of March 12, 2015 (the “Amendment”), a copy of which is attached hereto as Exhibit 10.2.  The Amendment (i) reduces Mr. Madonna’s current base salary from $515,000 per year to $415,000 per year commencing with pay period starting March 1, 2015, (ii) provides for the annual issuance of options to purchase not less than 100,000 shares of the Company’s common stock effective March 12, 2015 and as of each March 12 thereafter so long as Mr. Madonna remains employed under the terms of the Employment Agreement, with such options vesting one year after the date of grant or earlier upon the occurrence of either a Change of Control (as defined in the Employment Agreement) or a Termination Event (as defined in the Employment Agreement), and (iii) provides a fixed dollar amount, instead of a multiple of base salary and average annual bonus, for certain of the termination benefits payable to Mr. Madonna in connection with a Change of Control or a Termination Event under the Employment Agreement.  The foregoing description of the Employment Agreement and Amendment are qualified in their entirety be reference to copies of such agreements, which are filed as exhibits hereto.
 
Item 9.01
Financial Statements and Exhibits.
 
(d)           Exhibits:

10.1
Employment Agreement, dated May 10, 2013, by and among Harry D. Madonna, Republic First Bancorp, Inc., and Republic First Bank (incorporated by reference to Exhibit 10.5 of Republic First Bancorp, Inc.’s Quarterly Report on Form 10-Q (SEC File No. 000-17007) for the period ended March 31, 2013).

 
 
 
 
 
 
 
 
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.
     
Dated:  March 20, 2015
   
 
By:
/s/ Frank A. Cavallaro
   
Frank A. Cavallaro
   
Executive Vice President and
   
Chief Financial Officer
 
 
 
 
 
 
 
 
 
EXHIBIT INDEX
 
Exhibit Number
 
Description
     
10.1
 
Employment Agreement, dated May 10, 2013, by and among Harry D. Madonna, Republic First Bancorp, Inc., and Republic First Bank (incorporated by reference to Exhibit 10.5 of Republic First Bancorp, Inc.’s Quarterly Report on Form 10-Q (SEC File No. 000-17007) for the period ended March 31, 2013)
     
10.2
 
 
 
 


 
First Amendment to
Employment Agreement
 
 
THIS AMENDMENT is made by and between REPUBLIC FIRST BANCORP, INC. (referred to herein as the "Company"), REPUBLIC BANK (formerly known as Republic Fist Bank, and referred to herein as the "Bank") and HARRY D. MADONNA (the "Executive").
 
WHEREAS, the Company, the Bank and Executive are parties to an Employment Agreement dated May 10, 2013 (the "Employment Agreement"); and
 
WHEREAS, Paragraph 11 of the Employment Agreement provides that the parties may amend the Employment Agreement by agreement in writing; and
 
WHEREAS, the parties desire to amend the Employment Agreement in order to reduce the amount of regular compensation that is paid to Executive, to provide for an additional grant of stock options, and to modify the amount of severance benefits provided for under the Employment Agreement.
 
NOW, THEREFORE, in consideration of these premises and intended to be legally bound hereby, the Employment Agreement is hereby amended as follows, effective as of March 12, 2015:
 
1.
Each reference in the Employment Agreement to Republic First Bank is amended to refer to Republic Bank.
 
2.
Section 3(a) is hereby amended by restating the first sentence thereof in its entirety, to read:
 
(a)            Regular Compensation.   For all services rendered by the Executive under this Agreement, the Employers shall pay the Executive in accordance with the normal payment practices of the Employers an annual base salary of Four Hundred Fifteen Thousand Dollars ($415,000) (the “Base Salary”), commencing with the pay period starting March 1, 2015.
 
3.           Section 3(b) is hereby amended by adding the following new sentence between the current second and third sentences thereof, as follows:
 
         Notwithstanding the foregoing, effective March 12, 2015, and as of each March 12 thereafter, so long as the Executive remains employed under the terms of this Agreement, the Executive will annually be granted options with respect to no less than 100,000 shares of Company stock, such options to become vested on year after the dates of grant or upon the earlier occurrence of either a Change of Control or a Termination Event (as such terms are defined herein).
 
 
 
 
 
 
 
 
 
4.           Section 5(a) is hereby amended by restating the first sentence thereof in its entirety, to read as follows:
 
(a)           In the event of the termination of the Executive’s employment for any reason, including a merger or sale of the Company or the Bank or sale or transfer of a majority of the stock of the Bank or the Company (any one of which shall be a “Change of Control”) or failure of the Employers to continue the Executive’s employment at the termination of this Agreement or any subsequent employment agreement, or if the Executive is not elected as a member of the Boards or upon agreement that Executive is to transition from service as Chief Executive Officer to service as a non-employee member of the Boards (individually, a “Termination Event”), but excluding the Executive’s death or resignation by the Executive without Good Cause or termination of the Executive for Good Reason as set forth in Section 4(e), as consideration for the Executive’s services to the Employers prior to the Executive’s termination, the Employers shall pay to the Executive One Million Five Hundred Ninety Thousand Dollars ($1,590,000).
 
 
5.           In all other respects, the Employment Agreement remains in full force and effect.
 
 
        IN WITNESS WHEREOF, the Company and the Bank have each caused this Amendment to be executed by a duly authorized officer and Executive has executed this Amendment on the date specified below.
 
 
REPUBLIC FIRST BANCORP, INC.
   
 
By: /s/ Frank A. Cavallaro
   
 
Name and Title: Frank A. Cavallaro, CFO
   
 
Date: 3/18/15
   
 
REPUBLIC BANK
   
 
By: /s/ Frank A. Cavallaro
   
 
Name and Title: Frank A. Cavallaro, CFO
   
 
Date: 3/18/15
   
 
HARRY D. MADONNA
   
 
/s/ Harry D. Madonna
   
 
Date: 3/18/15