Unassociated Document


    Exhibit
10.5

     

    FORM
OF OPTION AWARD

     

     

    
      	
              NAME:

            	 
      
	 
      
	
              ADDRESS:

            	 
      
	 
      
	
              DATE:

            	 
      
	 
      


    

    You are hereby granted an option,
effective as of the date hereof, to purchase ________ shares of Common Stock
(par value $0.01 per share) (“Common Stock”) of Republic First Bancorp, Inc.
(The “Company”) at a price of $______  per share pursuant to the
Company’s Amended and Restated Stock Option Plan and Restricted Stock Plan (the
“Plan”) adopted by the Company’s Board of Directors, effective November 14, 1995
as amended April 25, 2000, December 19, 2000 and April 26, 2005.

    


    Your options will vest on
_____________.  After that date, but prior to ten years from the date
of its grant (prior to five years from the date of its grant if, at the time of
the grant, you own stock possessing more than 10% of the total combined voting
power of all classes of the stock of the Company or of its parent or subsidiary
corporations), your option may be exercised in whole, or from time to time in
part, for up to the total number of shares then subject to the option minus the
number of shares previously purchased by exercise of the option (as
appropriately adjusted for stock dividends, stock splits and what the
Compensation Committee deems in its sole discretion to be similar
circumstances).  No fractional shares shall be issued or delivered.
This option shall terminate and is not exercisable after the expiration of ten
years from the date of its grant, except if terminated earlier as hereafter
provided. However,  if a Change of Control shall occur, the option
granted hereby (less any option already exercised) shall vest in full upon the
occurrence of such Change of Control, excluding transactions announced prior to
January 1, 2009.

    


    As used
herein, a “Change of Control” will exclude any transactions announced prior to
January 1, 2009 and  shall be deemed to have occurred when (a) any
“person” (as such term is used in Section 13(d) and 14(d) of the Exchange Act)
becomes the “beneficial owner”, directly or indirectly, of securities of the
Company representing thirty (30%) percent or more of the combined voting power
of the Company’s then outstanding securities or (b) the Company becomes a
subsidiary of another corporation or is merged or consolidated into another
corporation or if substantially all of its assets shall have been sold to an
unaffiliated party or parties unless thereafter (1) directors of the Company
immediately prior thereto continue to constitute at least fifty (50%) percent of
the directors of the surviving entity or purchaser or (2) the Company'’
securities continue to represent, or are converted into securities which
represent, more than sixty-six and two thirds (66&2/3) percent of the
combined voting power of the surviving entity or purchaser, or (c) fifty (50%)
percent or more of the Board is comprised of persons who were not nominated by
the Board of election as directors, or (d) the Board adopts a plan of complete
liquidation by the Company.

     

     

    
      
        
        

      

      
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    You may exercise your option by giving
written notice to the Secretary of the Company on forms supplied by the Company
at its then principal executive office, accompanied by payment of the option
price for the total number of shares you specify that you wish to
purchase.  The payment may be in any of the following
forms:  (1) cash; (2) certificates representing Common Stock of the
Company at the average of the bid and ask price of a share of the Company’s
Common Stock in trading over-the-counter as reported by NASDAQ on the trading
day immediately preceding the delivery of such certificates to the Company or as
may otherwise made available, accompanied by an assignment of the stock to the
Company, or (3) any combinations of cash and Common Stock of the Company valued
as provided in clause (2).  Any assignment of stock shall be in a form
and substance satisfactory to the Secretary of the Company, including guarantees
of signatures(s) and payment of all transfer taxes if he deems such guarantees
necessary or desirable.

    


    Your option will, to the extent not
previously exercised by you, terminate three months after the date on which your
employment by the Company or a Company subsidiary corporation is terminated
other than by reason of disability as defined in Section 105(d)(4) of the
Internal Revenue Code of 1986, as amended (the “Code”), and the regulations
thereunder, or death (but in no event later than ten years [five years if, at
the time of the grant, you own stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company or of its parent or
subsidiary corporations] from the date this option is granted), whether such
termination be voluntary or not.  After the date your employment is
terminated, as aforesaid, you may exercise this option only for the number of
shares which you had a right to purchase and did not purchase on the date your
employment terminated.  If you are employed by a Company subsidiary
corporation, your employment shall be deemed to have terminated on the date your
employer ceases to be a Company subsidiary corporation, unless you are on that
date transferred to the Company or another Company subsidiary
corporation.  Your employment shall not be deemed to have terminated
if you are transferred from the Company to a Company subsidiary corporation, or
vice versa, or from one Company subsidiary corporation to another Company
subsidiary corporation.

     

     

    
      
        
        

      

      
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    This
option is not transferable by your otherwise than by will or the laws of descent
and distribution and is exercisable, during your lifetime, only by
you.  If you die while employed by the Company or a Company
subsidiary, your legatee(s), distributee(s), executor or administrator, as the
case may be, may, at any time within one year after the date of your death (but
in no event later than ten years from the date this option is granted) exercise
the option as to any shares which you had a right to purchase and did not
purchase during your lifetime.  If you employment by the Company or a
Company subsidiary corporation is terminated by reason of your becoming disabled
(within the meaning of Section 105(d)(4) of the Code and the regulations
thereunder), you or your legal guardian or custodian may at any time within one
year after the date of such termination (but in no event later than ten years
from the date this option is granted), exercise the option as to any shares,
which you have a right to purchase and did not purchase prior to such
termination.  Your executor, administrator, guardian or custodian must
present proof of his authority satisfactory to the Company prior to being
allowed to exercise this option.

    


    In the event of any change in the
capitalization of the Company, such as by stock dividend, stock split or any
other change the Compensation Committee deems its sole discretion to be similar
circumstances, the number and kind of shares subject to this option and the
option price of such shares shall be proportionately adjusted ; provided,
however, that such adjustment shall be approved by the stockholders of the
Company if required by Section 422 of the Code and the regulations
thereunder.

    


    Until the option price has been paid in
full pursuant to due exercise of this option and the purchases shares are
delivered to you, you do not have any rights as a stockholder of the
Company.  The Company reserves the right not to deliver to you the
shares purchased by virtue of the exercise of this option during any period of
time in which the Company deems, in its sole discretion, that such delivery
would violate a federal, state, local or securities exchange rule, regulation or
law.

    


    Notwithstanding anything to the
contrary contained herein, this option is not exercisable until all the
following events occur and during the following periods of time:

    


    (1)           Until
the Plan pursuant to which this option is granted is approved by the
stockholders of the Company in manner prescribed by the Code and the regulations
thereunder;

    


    (2)           Until
this option and the optioned shares are approved and/or registered with such
federal, state or local regulatory bodies or agencies and securities exchanges
as the Company may deem necessary or desirable;

     

     

     

    
      
        
        

      

      
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    (3)           During
any period of time in which the Company deems that the exercisability of this
option, the offer to sell the shares optioned hereunder, or the sale hereof, may
violate a federal, state, local or securities exchange rule, regulation or law,
or may cause the Company to be legally obligated to issue or sell more shares
than the Company is legally entitled to issue or sell.

    


    It is the intention of the Company and
you that this option shall not be an “Incentive Stock Option” as that term is
used in Section 422 of the Code and the regulations thereunder.  In
the event this option is in any way inconsistent with the legal requirements of
the Code or the regulations thereunder for an “Incentive Stock Option,” this
option shall be deemed automatically amended as of the date hereof to conform to
such legal requirements, if such conformity may be achieved by
amendment.

    


    This option shall be subject to the
terms of the Plan in effect on the date this option is granted, which terms are
hereby incorporated herein by reference and made a part hereof.  In
the event of any conflict between the terms of this option and the terms of the
Plan in effect on the date of this option, the terms of the Plan shall
govern.  This option constitutes the entire understanding between the
Company and you with respect to the subject matter hereof and no amendment,
modification or waiver of this option, in whole or in part, shall be binding
upon the Company unless in writing or signed by the Chief Executive Officer of
the Company.  This option and the performance of the parties hereunder
shall be construed in accordance with and governed by the laws of the
Commonwealth of Pennsylvania.

     

    
      Please sign the copy of this option and
return it to the  Company’s Secretary, thereby indicating your
understanding of and agreement with its terms and conditions.

      


      
        	 
      	
                REPUBLIC
      FIRST BANCORP, INC.

              
	 
      	 
      
	
                         (SEAL)

              	
                By:________________________________

              
	 
      	
                Harry
      D. Madonna, President and CEO

              


      

      
 

      I hereby acknowledge receipt of a copy
of the foregoing stock option and, having read it hereby signify my
understanding of, and my agreement with, its terms and conditions.

      


      


      
        	
                 

              	 
      	
                 

              
	
                     Signature

              	 
      	
                Date

              


      

      



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