Exhibit 10.2


    


    


    Exhibit
      10.2:

    


    EMPLOYMENT
      AGREEMENT

    


    THIS
      AGREEMENT,
      entered
      into this 1st day of January, 2007, by and between Republic First Bank, a
      Pennsylvania bank (“Company” or “Employer”), and Louis J. DeCesare
      (“Executive”).

     

    WHEREAS,
      the
      Company desires to employ Executive as President and Chief Operating Officer
      of
      the Company upon the terms and conditions set forth in this Employment
      Agreement; and 

     

    WHEREAS,
      the
      Executive desires to continue to be employed in such capacities by the Company,
      subject to the terms and conditions of this Agreement;

     

    NOW
      THEREFORE,
      in
      consideration of the mutual promises contained herein, and other good and
      valuable consideration, receipt and sufficiency of which is hereby acknowledged,
      and intending to be legally bound hereby, the parties agree as
      follows:

     

    1.
       Term.
      This
      Agreement shall be effective as of January 1, 2007 (“Effective Date”) and shall
      continue until terminated as provided for in Paragraph 4 below.

     

    2.
       Duties
      and Employment. Company
      hereby employs Executive as President and Chief Operating Officer of the
      Company, pursuant to the terms hereof. Executive shall faithfully perform such
      duties as are customarily required of a President and Chief Operating Officer
      and shall devote his full time, energy and attention to those duties and to
      such
      other duties as may be reasonably assigned to him by the Board pursuant to
      the
      terms of this Agreement; provided that nothing contained herein shall prohibit
      Executive from making personal investments (provided that such investments
      do
      not interfere with his duties hereunder) or participating or engaging in
      community, charitable and educational affairs that do not interfere with his
      duties hereunder.

     

        3. 
      Compensation.

     

    (a)  Regular
      Compensation.
      For all
      services rendered by Executive under this Agreement, Employer shall pay
      Executive in accordance with the normal payment practices of the Employer an
      annual base salary of Two Hundred Fifty Thousand Dollars ($250,000), which
      base
      salary shall further increase by (10) percent on the annual anniversary dates
      of
      this Agreement (the "Base Salary").

     

    (b) Deferred
      Compensation.
      In
      addition to the Base Salary, Company shall annually pay Executive deferred
      compensation in an amount equal to twenty (20) percent of Executive’s then Base
      Salary plus the amount of Executive annual bonus, as Deferred Compensation
      pursuant to the terms of the Company’s Deferred Compensation Plan as that plan
      may be changed from time to time.

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (c)  Stock
      and Other Compensation Plans.
      Executive shall be eligible to participate in any stock purchase, stock grant,
      stock option, retirement, savings, or other compensation plans presently or
      hereafter maintained by the Company for its senior executives. Except as set
      forth in this subsection, eligibility in no way guarantees Executive’s receipt
      of any stock grant, stock option or other compensation pursuant to such stock
      plans, which shall be in the sole discretion of the Compensation Committee,
      except that commencing December 29, 2006, and thereafter Executive will annually
      be granted non-qualified options to purchase a minimum of 12,000 shares of
      the
      Companies’ stock at the price at the close of business on the day that the
      options are granted, which options shall not vest for four (4) years from the
      date of the options (except as otherwise provided in the options grants or
      in
      this Agreement) and which shall continue for a period of ten (10) years. The
      Board, or its designated committees or officers, shall consider awarding any
      other such compensation at least annually. While not legally required to pay
      or
      give any such compensation, except as specifically provided for in this
      Agreement, the Compensation Committee may take into account in its determination
      the performance of the Employer and the Executive and the general economic
      and
      competitive conditions as well as Executive’s responsibilities and other
      pertinent factors.

     

    (d) Bonuses.
      Executive
      shall also be able to earn an annual bonus based on a percent of his annual
      Base
      Salary, contingent upon the Company, in the sole discretion and determination
      of
      the Compensation Committee, achieving mutually agreed upon annual budget based
      criteria, including by way of illustration only for the Company, net income,
      stock price, new programs, core deposits, loan growth, income from loan
      programs, and such other criteria as shall be set by the Compensation
      Committee.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (e)  Health,
      Disability and Retirement.
      Employer
      shall maintain such medical and disability insurance coverage (in an amount
      equal to at least Executive’s annual base salary) and such retirement plan or
      plans for Executive and his dependents as it maintains for other senior
      executives. Executive shall be entitled to twenty-four (24) paid time off days
      per annum.

     

    (f) Automobile.
      During
      the term of this Agreement, the Employer shall pay Executive a monthly
      automobile allowance of One Thousand Two Hundred and Fifty Dollars ($1,250).
      Employer shall also pay or reimburse the Executive for all 


    
      
         

         

      

      
         

        
          

        

      

      
         

      

    


    reasonable
      expenses associated with the operation, maintenance and insurance of such
      automobile, including expenses for a parking space convenient to the Employer,
      and including a mobile telephone and other mobile communication devices as
      Executive shall determine are required.

     

    (g) Life
      Insurance Policy.
      Employer
      agree to reimburse Executive for the costs of term life insurance policies
      in an
      amount equal to three times Executive’s total annual compensation and such other
      terms and conditions as may be accepted by Executive, the beneficiary of which
      shall be designated by Executive.

     

    (h)
       Travel
      Expenses. During
      the term of this Agreement, Executive shall be reimbursed for normal and
      reasonable travel expenses incurred on behalf of the Company.

     

    (i)
       Entertainment
      Expenses.
      Executive will be reimbursed for all reasonable expenses incurred by Executive
      in fulfillment of his duties on behalf of the Company, including entertainment,
      business meals and the like.

     

    (j) Other
      Benefits.
      Executive will be reimbursed for initiation fees, annual dues and expenses
      of
      membership in a lunch club and a golf or country club for himself and his
      spouse.

     

    (k)
       Approvals.
      All
      expenses incurred by the Executive under subparagraphs (h), (i) and (j) hereof
      shall be approved by the Chief Executive Officer of the Company or his
      designee.

     

    	4.  	
            Term;
              Termination.

          


    (a)
       Unless
      earlier terminated in accordance with the provisions of this Section 4, the
      Executive’s employment under this Agreement shall be for a three-year period
      commencing on the date first set forth above; 

    provided,
      however, in the event neither party shall have given written notice that they
      desire to terminate the Agreement within six (6) months of the termination
      date,
      the Agreement shall automatically continue annually thereafter.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)
       Executive
      may terminate this Agreement upon six (6) months written notice to
      Employer.

     

    (c)
       This
      Agreement shall automatically terminate upon the death of the Executive without
      any additional payments of salary or other benefits to Executive except as
      may
      be required by law and as set forth in this Agreement.

     

    (d) This
      Agreement shall automatically terminate upon Executive’s “total disability,”
which shall be defined as total disability under Executive’s disability
      insurance policy.

     

    (e)
       The
      Company may terminate Executive immediately for “Good Reason.” For purposes of
      this Agreement, “Good Reason” shall mean (i) breach of a fiduciary duty to
      Employer involving personal profit and which causes material harm to the
      Employer, (ii) conviction of a felony or willful violation of any banking law
      or
      regulation or a crime of moral turpitude, and (iii) gross negligent performance
      of the duties under this Agreement resulting in a material impairment of
      Company’s financial condition.

     

    (f) Executive
      may terminate this Agreement for “Good Cause.” For purposes of this Agreement,
“Good Cause” shall mean failure of Employer to comply in any material respect
      with any material provision of this Agreement, which failure has not been cured
      within thirty (30) days after a written notice of such noncompliance has been
      given by Executive to Employer, a change in the substantive duties of Executive,
      a change in location of business or a Change of Control as that term is defined
      hereinafter.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    	5.  	
            Payments
              to Executive Upon Termination.

             

          


    (a) In
      the
      event of the termination of Executive’s employment for any reason, including a
      merger or sale of the Company or Republic First Bancorp, Inc. or sale or
      transfer of a majority of the stock of the Company or Republic First Bancorp,
      Inc. (any one of which shall be a “Change of Control”) or failure of the Company
      to continue Executive’s employment at the termination of this Agreement or any
      subsequent employment agreement, but excluding Executive’s death or resignation
      by Executive without cause, or termination of Executive for Good Reason as
      set
      forth in Section 4(e), as consideration for Executive’s services to Employer
      prior to Executive’s termination, Employer shall pay to Executive a sum equal to
      three times the amount of Executive’s annual Base Salary in effect immediately
      prior to his termination plus three (3) times the average bonus paid to
      Executive over the prior three years. For a period of three (3) years after
      termination of his employment, Employer shall also pay to Executive in cash
      additional amounts that correspond to the amounts the Employer would have paid
      in premiums for the life insurance policy covering Executive, and shall provide,
      at no cost to Executive, continuation of his health and life insurance benefits
      in effect immediately prior to his termination. In the event such continuation
      of benefits is not permitted under the terms of the insurance contracts
      applicable to such benefits, shall pay to Executive in cash the amount that
      would have been paid for such benefits. Upon such termination, all stock
      options, annuities, deferred compensation and pensions held by or for Executive
      shall fully vest. The total benefits set forth in this Section 5(a) shall
      hereinafter be referred to as “Severance Benefits”.

     

    (b) In
      the
      event of a Change of Control, Executive, in his sole discretion, may require
      the
      Employer to pay the entire Severance Benefits to Executive at the date of the
      Change of Control. In all other events, the Severance Benefits, at the sole
      discretion of the Company, may be paid in equal monthly payments over thirty-six
      (36) months after termination of Executive’s employment; provided that in the
      event Executive shall die during the period he is receiving Severance Benefits,
      his estate shall be entitled to receive such benefits. 

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

          (c) In
      the
      event that the amounts and benefits payable under this section (the “Termination
      Payments”), are such that Employee becomes subject to the excise tax provisions
      of Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”),
      the Bank shall pay him such additional amount (the “Gross-Up Payments”) as will
      provide Employee with a net amount which, after the payment of all federal,
      state and local excise, employment, and income taxes with respect to both the
      Termination Payments and the Gross-Up Payments will equal the net amount
      Employee would have retained had the initially-calculated Termination Payments
      been subject only to income and employment taxation (and not to excise taxes
      under section 4999). For purposes of determining the amount of Gross-Up
      Payments, the Employee's income shall be deemed to be taxable at the highest
      marginal federal, state, local and (if relevant) foreign tax rates in effect
      for
      the year in which the Gross-Up Payments are made. 

     

    All
      calculations required to be made under the preceding paragraph shall be made
      by
      the Bank’s independent certified public accountants within thirty (30) days of
      the Termination of Employee's employment, subject to the right of Employee’s
      representative to review the same. The entire amount of Gross-Up Payments shall
      be paid no later than thirty (30) days following confirmation of such amount
      by
      the Bank’s independent certified public accountants. 

    In
      the
      event that any amounts paid by the Bank hereunder are subsequently determined
      to
      be in excess of the amounts owed, whether because estimates were required or
      otherwise ("Excess Amount"), Employee will, upon written notice from the Bank,
      setting forth the calculation of the Excess Amount by Bank’s independent
      certified public accountants (and subject to the right of Employee's
      representatives to review same), pay to Bank the Excess Amount, together with
      interest thereon at the applicable federal rate (as determined under Code
      Section 1274 for the period of time such Excess Amount remained outstanding
      and
      unreimbursed). 

     

    In
      the
      event the amounts paid by the Bank hereunder are subsequently determined, for
      any reason, to be less than the amounts which should have been paid (as properly
      calculated hereunder)("Deficiency Amount"), the Bank will, within thirty (30)
      days of such determination, pay to the Employee the Deficiency Amount, together
      with (i) interest at the greater of the above-referenced rate or the interest
      he
      may be required to pay to the respective taxing authorities; plus (ii) any
      penalties assessed against him by such authorities. Prior to its payment of
      the
      Deficiency Amount, the Bank shall be entitled to documentation (with supporting
      calculations made by the Employee’s accountant or, in the case of tax
      assessments, copies of such assessments) supporting the Deficiency Amount and
      any interest or penalties imposed by the assessing authorities.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    The
      parties recognize that the actual implementation of the provisions of this
      subsection are complex and agree to deal with each other in good faith to
      resolve any questions or disagreements arising hereunder.

     

    (d) Notwithstanding
      the preceding provisions of this Section 5, in the event that (and to the extent
      that) the payment and benefit provisions (including the Gross-Up Payment) are
      determined to be contrary to (and in excess of) those permitted under any
      applicable federal or state banking authority law, rule or regulation, then
      the
      benefits provided under this Section 5 shall be reduced by such amount (but
      no
      more than such amount) as may be required to comply with such law, rule or
      regulation. The Employee shall be entitled to elect which payments and benefits
      shall be reduced and in what manner, subject to reasonable approval of the
      Board
      and to the extent permitted by such federal or state banking authority law,
      rule
      or regulation.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    6.
       Confidentiality.
      Executive acknowledges that, in the course of his employment by Employer, he
      will have access to confidential information, trade secrets, and unique business
      procedures which are the valuable property of Employer. Executive agrees not
      to
      disclose for any reason, directly or indirectly, any confidential, trade secret
      or other proprietary information, as determined by Employer in its reasonable
      discretion, at any time, during or after the period Executive is employed by
      Employer, for any purpose other than to perform his assigned duties on behalf
      of
      Employer.

     

    7.
       Restrictive
      Covenant. 

     

    (a) During
      the term of this Agreement and for a period of one (1) year after termination
      of
      his employment, Executive shall not:

     

    (i) Directly
      or indirectly own an interest in, nor be an employee or independent contractor
      of, or consultant for any company which owns or is affiliated with a commercial
      bank which operates a branch or affiliate in the Commonwealth of Pennsylvania
      or
      directly or indirectly own an interest in, or be an employee or independent
      contractor of, or consultant to company which owns or is affiliated with any
      company which is directly or indirectly involved in a program similar to
      programs operated by the Company or any of its affiliates;

     

    (ii) Solicit
      any of Company’s customers or direct any current or prospective customer to
      anyone or any other entity other than Company for goods or services which
      Company or any of its affiliates (the “Affiliates”) provide;

     

    (iii) Directly
      or indirectly influence any of Company’s or any affiliates’ employees to
      terminate their employment with such entity or accept employment with any of
      Company’s or its Affiliates’ competitors; or

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (iv) Interfere
      with any Company or any of its Affiliates’ business relationships, including
      without limitation those with customers, suppliers, consultants, attorneys,
      and
      other agents, whether or not evidenced by written or oral
      agreements.

     

    (b) These
      covenants and the provisions of Sections 6 and 7 hereof on the part of the
      Executive shall be construed as an agreement, independent of any other provision
      of this Agreement. The existence of any claim or cause of action of Executive
      against the Company, whether predicated on this Agreement or otherwise, shall
      not constitute a defense to the enforcement by the Company of this restrictive
      covenant by equitable, injunctive and compensatory relief. If a court deems
      any
      of these restrictive covenants too restrictive or otherwise unenforceable due
      to
      its present terms, then it shall be reduced to a time period as deemed equitable
      by the court and extended for one (1) year beyond final ruling by the
      Court.

     

    (c) Executive
      acknowledges that he had the opportunity and funds to confer with an attorney
      before signing this Agreement, that there were other employment opportunities
      for Executive besides this Agreement with the Company, and that without the
      Executive’s agreement to abide by the confidentiality and restrictive covenants
      set forth in Sections 6 and 7, Company would not have executed this
      Agreement.

     

    (d) If
      the
      Company attempts to enforce the restrictive covenants or confidentiality section
      in a court of law, except if a court shall rule completely in favor of
      Executive, the Company’s legal fees, costs, loss of profits/time of the
      Company’s personnel and other damages shall be paid to the Company by
      Executive.

     

    8. Indemnification.
      Employer
      shall indemnify Executive to the full extent permitted by law and by the by-laws
      or certificates of incorporation of the Company for the benefit of its
      respective officers or directors as in effect on the date hereof.

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    9.
       Notices.
      Any and
      all notices, designations, consents, offers, acceptances, or any other
      communications provided for herein shall be given in writing by registered
      or
      certified mail, return receipt requested to the addresses set forth below or
      as
      may be changed by the parties:

     

    If
      to
      Company:

     

    1608
      Walnut Street

    Philadelphia,
      PA 19103

    Attention:
      Chairman of the Board

    


    If
      to
      Executive:

    


    Louis
      J.
      DeCesare

    6
      Claremont Drive

    Doylestown,
      PA 18901

    


    or
      to
      such other or additional person or persons or such other addresses as either
      party may designate to the other party in writing or by like
      notice.

     

    10.
       Invalid
      Provisions.
      The
      invalidity or unenforceability of any particular provision of this Agreement
      shall not affect the other provisions hereof, and the Agreement shall be
      construed in all respects as if such invalid or unenforceable provisions were
      omitted.

     

    11.
       Modification.
      No
      change
      or modification of this Agreement shall be enforceable against any party unless
      the same be in writing and signed by the party against whom enforcement is
      sought.

     

    12.
       Entire
      Agreement.
      This
      Agreement represents the entire agreement between the parties with respect
      to
      the subject matter hereof, and supersedes all prior agreements and
      understandings with respect thereto. 

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    13.
       Representation
      of Employer.
      The
      Employer represents and warrants that the execution of this Agreement by the
      Employer has been duly authorized by resolution of its Compensation
      Committees.

     

    14.
       Headings.
      Any
      heading preceding the text of the several paragraphs hereof are inserted solely
      for the convenience of reference and shall not constitute a part of this
      Agreement, nor shall they affect its meaning, construction or
      effect.

     

    15.
       Successors;
      Assigns. This
      Agreement shall inure to the benefit of, and be binding upon, the parties
      hereto, and their respective heirs, executors, administrators, successors and,
      to the extent permitted herein, assigns. Notwithstanding the foregoing, no
      party
      hereto may assign its rights or obligations hereunder.

     

    16.
       Governing
      Law.
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the Commonwealth of Pennsylvania.

     

    17.
       Intent
      To Comply With Code Section 409 A.
      With
      respect to any amounts payable under this Agreement to which Section 409A of
      the
      Internal Revenue Code of 1986, as amended (the “Code”) is determined to be
      applicable, and notwithstanding anything in this Agreement to the contrary,
      such
      payments shall be made only at a time and in a manner that complies with all
      applicable provision of Code Section 409A. This Agreement is intended to comply
      with Code Section 409A and applicable Treasury Regulations or other guidance
      as
      may be issued by the Treasury Department or the Internal Revenue Service
      interpreting Code Section 409A so as to avoid the imposition of tax on Executive
      under Code Section 409A, including any transitional rules that may be set out
      in
      Internal Revenue Service notices, regulations or other guidance, and shall
      in
      all instances be interpreted in a manner consistent with such intent. The
      provisions of this Paragraph 17 are intended to be applicable only to payments
      under this Agreement that are treated as nonqualified deferred compensation
      subject to the provisions of Code Section 409A. This Paragraph 17 as included
      in
      this Agreement shall, therefore, be without effect as to any payments that
      are
      not nonqualified deferred compensation payments for purposes of Code Section
      409A.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (a) In
      connection with the intent of this Paragraph 17, any payment that constitutes
      a
      nonqualified deferred compensation payment for purposes of Code Section 409A
      that would, but for this Paragraph 17, be in violation of the rule set forth
      in
      Code Section 409A(a)(2)(B)(i) (prohibiting payments to any “specified employee”
before the date which is six months after such employee’s separation from
      service) shall be paid to Executive as soon as practicable following the six
      month anniversary of Executive’s termination of employment.

     

    (b)
       In
      addition, any payment that constitutes a nonqualified deferred compensation
      payment for purposes of Code Section 409A that, but for this Paragraph 17,
      may
      be made either in a series of payments or in a single lump sum, shall in all
      events be made only in the form of a lump sum payment which payment shall be
      made to Executive as soon as practicable on or after the first date as of which
      such payment may be made without violating the rules of Code Section
      409A.

    


    IN
      WITNESS WHEREOF,
      the
      undersigned have hereunto set their hands and seals the date and year above
      first written.

    
 

    
      
        	 	
                REPUBLIC
                  FIRST BANK

              	 
	 	 	 
	 	 	 
	 	
                By:
                  /s/
                  Harry D. Madonna

              	 
	 	
                Its
                  Chairman and CEO

              	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	
                /s/
                  Louis J. DeCesare