Exhibit 10.9


     

    Exhibit
      10.9

     

    BOARD
      OF DIRECTORS

     

    Resolutions

     

    Whereas,
      the
      Board of Directors of the Corporation has determined that it is in the best
      interest of the Corporation to implement a policy providing Senior Executive
      Officers of the Corporation and its wholly-owned subsidiary, Republic First
      Bank
      (the “Bank”), with a right to terminate employment with the Corporation and the
      Bank and receive severance upon the occurrence of certain defined changes in
      control of the Corporation.

     

    Now,
      therefore, it is resolved:

     

    From
      and
      after January 1, 1999, all “Senior Executive Officers”, except as otherwise set
      forth in an employment contract, of the Corporation and the Bank shall have
      a
      right to terminate their employment with the Corporation and the Bank and
      receive a severance payment upon the occurrence of a “Change in Control” of the
      Corporation (as such terms are defined below);
      provided, however,
      that to
      the extent any Senior Executive Officer’s employment by the Corporation or the
      Bank is pursuant to an employment agreement that explicitly covers the subject
      matter hereof, the terms and conditions of that employment agreement shall
      control.

     

    
      	1.  	
              Senior
                Executive Officer shall mean Executive Vice Presidents, Senior Vice
                Presidents, and Vice Chairman, Commercial
                Lending.

            


    

     

    
      	2.  	
              Unless
                approved by the majority of the Incumbent Board, a Change of Control
                of
                the Corporation shall have occurred
                if:

            


    

     

    (a)
      (i)
      the “beneficial ownership” (as defined in Rule 13d-3 under the Securities
      Exchange Act of 1934, as amended) of securities representing more than
      thirty-five percent (35%) of the combined voting power of the then outstanding
      voting securities of the Corporation entitles to vote generally in the elections
      of directors of the Corporation (the “Voting Securities”) is acquired by a
      person, entity, or group of persons or entities other than any (a) trustee
      or
      other fiduciary holding securities under any employee benefit plan of the
      Corporation or (b) corporation owned, directly or indirectly, by the
      shareholders of the Corporation in substantially the same proportions as their
      ownership of stock of the Corporation);

     

    (ii)
      the
      direct or indirect beneficial ownership (as defined in Rule 13d-3) of fifty
      percent (50%) or more of the Voting Securities of the Corporation is acquired
      by
      any bank or bank holding company or any entity, person or group of persons
      or
      entities controlled by, controlling or under common control with a bank or
      bank
      holding company;

     

    (b)
      individuals who, as of January 1, 1999, constitute the Board of the Corporation
      (the “Incumbent Board”) cease for any reason to constitute at least fifty
      percent (50%) of the Board; provided,
      however,
      that
      any individual becoming a director subsequent to January 1, 1999 whose
      nomination for election by the Corporation’s shareholders was approved by a vote
      of at least a majority of the directors then comprising the Incumbent Board
      shall be considered as though such individual were a member of the Incumbent
      Board, but excluding, for this purpose, any such individual whose initial
      assumption of office occurs as a result of an actual or threatened election
      contest with respect to the election or removal of directors or other actual
      or
      threatened solicitation of proxies or consents by or on behalf of a person
      other
      than one nominated by the Board;

     

    (c)
      the
      Corporation is a party to a merger, consolidation, reorganization, or other
      form
      of business combination, or a sale or other disposition of all or substantially
      all of the assets of the Corporation; provided,
      however,
      that a
      merger or consolidation effected to implement a recapitalization of Corporation
      (or similar transaction) in which no person acquires more than ten percent
      of
      the combined voting power of Corporation’s then outstanding securities shall not
      constitute a Change in Control; or

     

    (d)
      shareholders of the Corporation adopt a plan of complete or substantial
      liquidation or dissolution of the Corporation or an agreement providing for
      the
      distribution of all or substantially all of its assets.

     

    3. In
      the
      event of a “Change of Control” of the Corporation, Senior Executive Officers of
      the Corporation and the Bank shall have the right, for a period of ninety (90)
      days following the date the Change of Control occurs, to terminate their
      employment by sending written notice to such effect to the Corporation and/or
      the Bank, as the case may be. A termination under this paragraph shall be
      effective ten (10) days after the mailing of such notice to the Corporation
      and/or the Bank, as the case may be. If a Senior Executive Officer terminates
      his or her employment as a result of a Change in Control, each such Officer
      shall be entitled to a severance payment equal to the two times Officer’s base
      annual salary for the preceding fiscal year to be paid within fifteen (15)
      days
      of such termination and all Stock Options previously granted to such Officer
      shall become fully vested on the date of such termination.