ex10-1.htm


    EMPLOYMENT
      AGREEMENT

     

    PENNSYLVANIA
      COMMERCE BANCORP, INC. AND

     

    COMMERCE
      BANK/HARRISBURG, N.A.

     

    


    


    


    MARK
      A. RITTER

    


    


    


    EFFECTIVE
      DATE October 8, 2007

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF CONTENTS

    


     

    
      	 	PAGE
	
              1.
                Employment and Term of Employment.

            	
              1

            
	
              2.
                Services and Duties.

            	
              1

            
	
              3.
                Compensation.

            	
              2

            
	
              4.
                Plans and Fringe Benefits.

            	
              2

            
	
              5.
                Termination by Commerce for Cause.

            	
              3

            
	
              6.
                Disability and Death.

            	
              3

            
	
              7.
                Termination by Commerce without Cause and Termination for Good
                Reason.

            	
              4

            
	
              8.
                Change in Control and Good Reason.

            	
              6

            
	
              9.
                Confidential Information and Non-Competition.

            	
              6

            
	
              10.
                Successors and Assigns.

            	
              8

            
	
              11.
                Assignment.

            	
              8

            
	
              12.
                Source of Payment and Timing.

            	
              8

            
	
              13.
                Interest.

            	
              9

            
	
              14.
                Reimbursement of Enforcement Expenses.

            	
              9

            
	
              15.
                Notices.

            	
              9

            
	
              16.
                General Provisions.

            	
              10

            


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    EMPLOYMENT
      AGREEMENT

     

    


    This
      Agreement is dated effective as of October 8, 2007, by and between PENNSYLVANIA
      COMMERCE BANCORP, INC., a Pennsylvania corporation (“Holding Company”), and
      COMMERCE BANK/HARRISBURG, N.A., a national banking association and a
      wholly-owned subsidiary of Holding Company (“COBH”), and MARK A. RITTER
      (“Ritter”).

    


    BACKGROUND

    


    Ritter
      has agreed to accept employment as the Executive Vice President and Chief
      Operating Officer (“COO”) of Holidng Company and COBH (collectively,
“Commerce”).  The Board of Directors of Commerce (the "Board") has
      determined that the services of Ritter in these capacities will be of value
      to
      Commerce. Accordingly, the Board wishes to have Ritter services available to
      Commerce for at least two (2) years and to provide supplemental benefits to
      Ritter should his employment with Commerce terminate under certain circumstances
      or should he die or become disabled before the termination of this
      Agreement.

    


    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements contained
      here, and intending to be legally bound, the parties agree as
      follows:

    


    
      	
               

            	
              1.
                Employment and Term of
                Employment.

            


    

     

    1.1
      Commerce offers Ritter employment, and Ritter accepts such employment, subject
      to all the terms and conditions of this Agreement, for a term of two (2) years
      beginning on the date stated above, and, subject to automatic renewal and
      extension as stated below and to Commerce's right to terminate his employment
      as
      stated below. Notwithstanding anything provided to the contrary, on each
      Anniversary Date of this Agreement, this Agreement and Ritter’s employment shall
      automatically be renewed and extended (upon the same terms and conditions)
      for a
      new two (2) year term unless written notice by either party is given pursuant
      to
      Section 1.2 below. "Term" means the original
      two (2) year employment period, as well as any renewed or extended periods
      as
      provided for in this Agreement. “Anniversary Date” means October 8,
      2008, as well as each annual October 8 thereafter if this Agreement is
      automatically renewed or extended.

     

    1.2
      Either party may terminate this Agreement on any Anniversary Date of this
      Agreement by giving to the other party written notice of termination no
      later than ninety (90) days before any such Anniversary Date. As a result of
      the
      foregoing notice being given to either party, the Term will have one (1) year
      remaining from the applicable Anniversary Date, subject to the terms and
      conditions of this Agreement.

     

    
      	
               

            	
              2.
                Services and Duties.

            


    

     

    2.1
      During the Term, Ritter shall be employed as Executive Vice President and Chief
      Operating Officer of Commerce and shall have such powers and duties as may
      from
      time to time be prescribed by the respective chief executive officers and
      Boards of Directors of Commerce. Ritter agrees to accept such
      employment and to devote his full time and efforts to the business and affairs
      of Commerce and its subsidiaries, if any, and to use his best efforts to promote
      the interests of Commerce and its subsidiaries.

     

    
      
        	
                Employment
                  Agreement

              	
                ___________

              
	 	
                MAR

              


      

    

    
      
        
        

      

      
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              3.
                Compensation.

            


    

     

    3.1
      Commerce shall pay the following compensation to Ritter for all services to
      be
      rendered by him under this Agreement and for all positions held by him during
      the Term, payable at regular intervals in accordance with Commerce's normal
      payroll practices now or subsequently in effect:  “base salary"
at the rate of not less than $200,000.00 per year, subject to an
      annual
      review and subject to such upward adjustments as may be deemed appropriate
      by
      the Board or a Board-designated Committee. For this Agreement, a “year”
shall be deemed to commence on October 8, 2007, and on January 1
      of each
      subsequent calendar year. Compensation for a portion of a year shall be
      pro-rated. The Board, or the Compensation Committee, may recommend an increase
      in salary for Ritter, but shall have no obligation to do so.

     

    3.2
      During the Term, Commerce will reimburse Ritter for all expenses
      incurred by Ritter which Commerce determines to be reasonable and necessary
      (in accordance with its normal reimbursement practices now or subsequently
      in
      effect) for Ritter to carry out his duties under this Agreement.

     

    
      	
               

            	
              4.
                Plans and Fringe
Benefits.

            


    

     

    4.1
      During the Term, Ritter shall be entitled to participate in any bonus programs,
      incentive compensation plans, stock option plans or similar benefit or
      compensation programs now or hereafter in effect which are generally made
      available from time to time to executive officers of Commerce. For any period
      less than a full year during the Term, Ritter shall receive an amount equal
      to
      the prorated portion of the compensation payable pursuant to such plan or
      program.

     

    4.2
      During the Term, Ritter shall also be entitled to: (a) participate in all fringe
      benefits as then in effect that are generally available to Commerce's salaried
      officers including, without limitation, medical and hospitalization coverage,
      life insurance coverage and disability coverage; and (b) such other fringe
      benefits as the Board, or a designated Committee, shall deem
      appropriate.

     

    4.3
      During the initial Term of this Agreement, Ritter shall receive the stock
      options, fringe benefits, reimbursements and allowances as described and
      outlined in Commerce’s Offer of Employment dated April 12, 2007 which is
      incorporated herein by reference thereto.

     

    
      
        	
                Employment
                  Agreement

              	
                ___________

              
	 	
                MAR

              


      

    

    
      
        
        

      

      
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              5.
                Termination by Commerce for
                Cause.

            


    

     

    5.1
      Commerce shall have the right at any time to terminate Ritter’s employment, for
      cause, on thirty (30) days’ prior written notice to Ritter.  For
      this Agreement, the term “for cause” means only the following:

     

    (i)
      If at
      any time during the Term, Ritter is indicted for, convicted of or enters a
      plea
      of guilty or nolo contendere to, a felony, a crime of falsehood or a crime
      involving fraud, moral turpitude or dishonesty; or

     

    (ii)
      If
      at any time during the Term, Ritter willfully violates any of the covenants
      or provisions of this Agreement including, without limitation, the willful
      failure of Ritter to perform his duties hereunder or the instructions of the
      Board after written notice of such instructions (other than any such failure
      resulting from Ritter incapacity due to illness or disability) or Ritter
      engages in any conduct materially harmful to Commerce's business, and in either
      case fails to cease such conduct or correct such conduct, as the case may be,
      within thirty (30) days subsequent to receiving written notice from the Board
      advising Ritter of same (which conduct shall be specifically set forth in
      such notice).

     

    5.2
      If
      Ritter’s employment shall terminate for cause, then Commerce shall
      pay Ritter his full base salary through the date of termination at the rate
      in effect at the time notice of termination is given and Commerce shall have
      no
      further obligations to Ritter under this Agreement other than to pay Ritter
      such other compensation as may be due him pursuant to Sections 4.1 and 4.2
      above.

     

    
      	
               

            	
              6.
                Disability and Death.

            


    

     

    6.1
      If Ritter becomes permanently disabled while employed during the Term, then
      Commerce shall compensate him for the balance of the Term at a rate equal to
      70%
      of his base annual salary at the time he became permanently disabled. Commerce
      agrees that it will make the payments due under this Section 6.1 on the first
      day of each month, commencing with the first day of the month following the
      month in which he is deemed to be permanently disabled, in an amount equal
      to
      1/12 of 70% of his base annual salary at the time he is deemed to be
      permanent disabled. Such payments shall be reduced each month, however, by
      the
      amount of any disability payments made to Ritter under any
      Commerce-sponsored disability insurance plan.  The amount of the
      reduction under the preceding sentence shall be computed as if
      Ritter had elected to receive monthly payments of disability benefits
      (regardless of the actual payment frequency).  If Ritter becomes
      permanently disabled as provided in this Section 6, then he shall nonetheless
      continue, after becoming so disabled and until the end of the Term, to be
      entitled to receive at Commerce's expense such group hospitalization coverage,
      life insurance coverage and disability coverage as is generally made available
      from time to time to executive officers of Commerce, if and to the extent
      permitted by the respective insurers of such coverage. Until such time as Ritter
      is deemed to be permanently disabled, Ritter shall continue to receive his
      full
      base salary and other compensation and fringe benefits due him under Sections
      4.1 and 4.2 above.

     

    
      
        	
                Employment
                  Agreement

              	
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                MAR

              


      

    

    
      
        
        

      

      
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    6.2
      For
      this Agreement Ritter shall be deemed to have become "permanently disabled” upon
      his failure to render services of the character contemplated by this Agreement,
      because of his physical or mental illness or other incapacity beyond his
      control, other than his death, for a continuous period of 6 months, or for
      shorter periods aggregating more than 9 months in any 18 consecutive
      months.

     

    6.3
      If
      Ritter dies during the Term while employed hereunder, then his employment and
      his rights to compensation hereunder shall automatically terminate at the close
      of the calendar week in which death occurs.

     

    
      	
               

            	
              7.
                Termination by Commerce without Cause and Termination for Good
                Reason.

            


    

     

    7.1
      If
      Commerce shall terminate Ritter’s employment other than for cause or as provided
      in Section 1.2 above, then:

     

    (i)
      Commerce shall pay to Ritter his full base salary through the date of
      termination and any compensation when due him as provided in Section 4.1 above;
      and

     

    (ii)
      In
      lieu of any further salary payments to Ritter, for a period subsequent to the
      date of termination, Commerce shall pay as severance pay to Ritter a lump sum
      severance payment equal to the amount of Ritter’s base salary which is in effect
      on the date of termination and which would have been paid to Ritter between
      the
      date of termination and the end of the then Term had Ritter continued to be
      employed by Commerce to the end of the then Term.

     

    7.2
      If
      Ritter shall terminate his employment for "Good Reason" (as defined in
      section 8.2 below) then:

     

    (i)
      Commerce shall pay to Ritter his full base salary through the date
      of termination and any compensation when due him as provided in Section
      4.1 above; and

     

    (ii)
      In
      lieu of any further salary payments to Ritter for a period subsequent to the
      date of termination, Commerce shall pay as severance pay to Ritter a lump sum
      severance payment equal to two (2) times Ritter’s average annual base
      salary in effect during the twenty-four (24) months immediately preceding such
      termination.

     

    7.3
      Upon
      termination of Ritter employment as set forth in either Section 7.1 or 7.2
      above, Commerce shall promptly determine the aggregate present value pursuant
      to
      Section 280G(d)(4) of the Internal Revenue Code of 1986, as amended (the
      "Code"), of all amounts payable to Ritter under
      this Agreement, and of all other amounts payable to Ritter upon or by reason
      of
      his termination which are determined in good faith by Commerce to
      be "parachute payments" (as defined in section 280G(b)(2) of the
      Code and the regulations promulgated thereunder) made pursuant to agreements
      or
      plans which are subject to Section 280G. Commerce's determination of present
      value and of other amounts constituting "parachute payments" is binding;
      provided that if Ritter obtains an opinion of counsel satisfactory to Commerce
      or an Internal Revenue Service ruling to the effect that the method of
      determining present value was improper or that specified payments did not
      constitute "parachute payments," calculations will be made in accordance with
      such opinion or ruling. In the event the aggregate present value of all benefits
      under this Agreement and other "parachute payments" is equal to or in excess
      of 300% of Ritter’s  “base amount" as defined
      in Section 280G(b)(3)(A) and the regulations thereunder, Ritter waives the
      right
      to "parachute payments" sufficient to reduce the present value of all such
      payments below 300% of the "base amount." Ritter shall have the right to
      designate those benefits which shall be waived or reduced in order to comply
      with this provision but failing designation by Ritter, Commerce may designate
      those benefits which may be waived or reduced. If it is established pursuant
      to
      a final determination of a court of competent jurisdiction or an Internal
      Revenue service proceeding that, notwithstanding the good faith of Ritter and
      Commerce in applying the terms of this Section 7, the aggregate "parachute
      payments" paid to or for Ritter benefit are in an amount that would result
      in
      any portion of such "parachute payments" not being deductible by Commerce or
      any
      affiliate by reason of Section 280G of the Code, then Ritter shall have an
      obligation to pay Commerce upon demand an amount equal to the sum of (i) the
      excess of the aggregate "parachute payments" paid to or for Ritter’s
      benefit without any portion of such "parachute payments" not being deductible
      by
      reason of Section 280G of the Code and (ii) interest on the amount set forth
      in
      clause (i) above at the applicable federal rate (as defined in Section 1274(d)
      of the Code) from the date of Ritter’s receipt of such excess until the
      date of such payment.

     

    
      
        	
                Employment
                  Agreement

              	
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                MAR

              


      

    

    
      
        
        

      

      
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    7.4
      In
      addition to the other compensation set forth in either Section 7.1 or 7.2 above,
      upon termination of Ritter’s employment as set forth in either Section 7.1 or
      7.2 above, Ritter shall be entitled, following the date of
      termination, to participate in all Commerce medical, disability, hospitalization
      and life insurance benefits for a period of one (1) year except that should
      subsequent employment be accepted during the one (1) year period following
      the
      date of termination, continuation of any medical, disability, hospitalization
      and life insurance benefits will be offset by coverages provided through or
      by
      Ritter’s subsequent employer.

     

    7.5
      Except as provided in this Section 7, nothing in this Agreement shall affect
      or
      have any bearing on Ritter’s entitlement to other benefits under any plan or
      program providing benefits by reason of termination of employment.

     

    7.6
      Ritter shall have the right to terminate his employment for "Good Reason"
      (as defined in Section 8.2 below) if he shall first give Commerce not less
      than
      thirty (30) days’ written notice of his intention to so terminate his employment
      specifying the reason(s) for such termination and the date of termination,
      and thereafter Commerce shall not have cured or remedied the reason(s) for
      such termination prior to the date of termination set forth in such
      notice.

     

    7.7
      Anything in this Agreement to the contrary
      notwithstanding, Ritter shall not be required to mitigate the amount
      of any payment provided for in this Agreement by seeking other
      employment.

     

    
      
        	
                Employment
                  Agreement

              	
                ___________

              
	 	
                MAR

              


      

    

    
      
        
        

      

      
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              8.
                Change in Control and Good
                Reason.

            


    

     

    8.1
      For
      this Agreement, a “change of control” of Commerce means a
      change in control of Holding Company or COBH of a nature that would be required
      to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A
      promulgated under the Securities Exchange Act of 1934, as amended (the
      "Exchange Act"), as enacted and enforced on the date hereof, whether or
      not Holding Company or COBH is subject to such reporting requirement; provided
      that without limitation such change in control shall have been deemed to
      conclusively occur when, without Ritter’s prior written consent, a Person or
      group acting in concert as described in Section 13(d)(2) of the Exchange Act
      holds or acquires beneficial ownership within the meaning of Rule 13d-3
      promulgated under the Exchange Act of a number of common shares of Holding
      Company which constitutes either (a) more than fifty percent of the shares
      which
      voted in the election of directors of Holding Company at the shareholders'
      meeting immediately preceding such determination or (b) more than thirty percent
      of  Holding Company's outstanding common shares. For purposes of this
      Section 8.1(b), unexercised warrants or options or unconverted nonvoting
      securities shall count, for this purpose, as constituting beneficial ownership
      of  Holding Company's common shares into which the warrants or options
      are exercisable or the nonvoting convertible securities are convertible,
      notwithstanding anything to the contrary contained in Rule 13d-3 of the Exchange
      Act.

     

    8.2
      For
      this Agreement, "Good Reason" means: (i) a change in control of Commerce (as
      defined in Section 8.1 above) and within one (1) year thereafter, without
      Ritter’s consent, the nature and scope of Ritter’s authority with Commerce or a
      surviving or acquiring Person are materially reduced to a level below that
      which
      he enjoys on the date hereof, the duties and responsibilities assigned
      to Ritter are materially inconsistent with that which he has on the date of
      this Agreement, the fringe benefits which Commerce provides on the date of
      this
      Agreement or at any time hereafter are materially reduced, or Ritter’s position
      or title with Commerce or the surviving or acquiring Person is reduced from
      his
      current position or title with Commerce, or any relocation or transfer of
      Commerce's principal executive offices to a location more than fifty (50) miles
      from Ritter’s principal residence on the date hereof without Ritter
      consent; (ii) Commerce materially breaches this Agreement; or (iii) the failure
      or refusal of any successor to Commerce to assume all duties and obligations
      of
      Commerce under this Agreement.

     

    
      	
               

            	
              9.
                Confidential Information and
                Non-Competition.

            


    

     

    9.1
      Ritter covenants and agrees that he will not, during the Term of his employment
      or at any subsequent time, except with the express prior written consent of
      the
      Board, directly or indirectly disclose, communicate or divulge to any Person,
      or
      use for the benefit of any Person, any knowledge or information with respect
      to
      the conduct or details of Commerce's business which he, acting reasonably,
      believes or should believe to be of a confidential nature and the
      disclosure of which to not be in Commerce's interest.

     

    9.2
      Ritter covenants and agrees that he will not, during the Term of his employment,
      except with the express prior written consent of the Board, directly or
      indirectly, whether as employee, owner, partner, consultant, agent, director,
      officer, shareholder or in any other capacity, engage in or assist any Person
      to
      engage in any act or action which he, acting reasonably, believes or should
      believe would be harmful or inimical to the interests of Commerce.

     

    
      
        	
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                  Agreement

              	
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                MAR

              


      

    

    
      
        
        

      

      
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    9.3
      (A) Ritter covenants and agrees that he will not, except with the express
      prior written consent of the Board, in any capacity (including, but not limited
      to, owner, partner, shareholder, consultant, agent, employee, officer, director
      or otherwise), directly or indirectly, for his own account or for the benefit
      of
      any Person, establish, engage or participate in or otherwise be connected with
      any commercial banking business which conducts business in any geographic area
      in which Commerce and its subsidiaries is then conducting such business except
      that the foregoing shall not prohibit Ritter from owning as a shareholder
      less than 5% of the outstanding voting stock of an issuer whose stock is
      publicly traded.

     

    (B)
      The
      provisions of Section 9.3(A) shall be applicable commencing on the date of
      this
      Agreement and ending on one of the following periods, as
      applicable:

     

    (i)
      If
      this Agreement is terminated by Commerce in accordance with the provisions
      of
      Section 1.2 or Section 5.1 of this Agreement, the effective date
      of termination of this Agreement;

     

    (ii)
      If
      this Agreement is terminated by Ritter in accordance with the
      provisions of Section 1.2 of this Agreement, the effective date
      of termination of this Agreement;

     

    (iii)
      If
      Ritter voluntarily terminates his employment, one year following the effective
      date of termination of this Agreement; or

     

    (iv)
      If
      this Agreement is terminated in accordance with the provisions of either Section
      7.1 or 7.2 of this Agreement, one year following the effective date of
      termination of this Agreement; provided, however, that if Commerce is prohibited
      by the Comptroller of the Currency from paying Ritter, in whole or in part,
      the
      severance pay described in either Paragraph 7.1(ii) or 7.2(ii), then the
      provisions of Section 9.3(A) shall end on the effective date of termination
      of
      this Agreement.

     

    9.4
      The parties agree that any breach by Ritter of any of the covenants or
      agreements contained in this Section 9 will result in irreparable injury to
      Commerce for which money damages could not adequately compensate Commerce and
      therefore, in the event of any such breach, Commerce shall be entitled (in
      addition to any other rights and remedies which it may have at law or in equity)
      to have an injunction issued by any competent court enjoining and
      restraining Ritter and/or any other Person involved from continuing such
      breach. The existence of any claim or cause of action which Ritter may have
      against Commerce or any other Person (other than a claim for Commerce's breach
      of this Agreement for failure to make payments hereunder) shall not
      constitute a defense or bar to the enforcement of such covenants. In the
      event of any alleged breach by Ritter of any of the covenants or
      agreements contained in this Section 9, Commerce shall continue any and all
      of the payments due Ritter under this Agreement until such time as a Court
      shall enter a final and unappealable order finding such a breach; provided,
      that
      the foregoing shall not preclude a Court from ordering Ritter repay such
      payments made to him for the period after the breach is determined to have
      occurred or from ordering that payments hereunder be permanently terminated
      in the event of a material and willful breach.

     

    
      
        	
                Employment
                  Agreement

              	
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                MAR

              


      

    

    
      
        
        

      

      
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    9.5
      If
      any portion of the covenants or agreements contained in this Section 9, or
      the
      application hereof, is construed to be invalid or unenforceable, the other
      portions of such covenant(s) or agreement(s) or the application thereof shall
      not be affected and shall be given full force and effect without regard to
      the
      invalid or unenforceable portions to the fullest extent possible. If any
      covenant or agreement in this Section 9 is held to be unenforceable because
      of
      the area covered, the duration thereof, or the scope thereof, then the court
      making such determination shall have the power to reduce the area and/or
      duration and/or limit the scope thereof, and the covenant or agreement shall
      then be enforceable in its reduced form.

     

    9.6
      For
      purposes of this Section 9, the term "Commerce" shall include Commerce, any
      successor of Commerce under Section 10 hereof, and all present and future direct
      and indirect subsidiaries and affiliates of Commerce including, but not limited
      to, COBH.

     

    
      	
               

            	
              10.
                Successors and Assigns.

            


    

     

    This
      Agreement shall inure to the benefit of and be binding upon any corporate or
      other successor of Commerce which will acquire, directly or indirectly, by
      merger, consolidation, purchase, or otherwise, all or substantially all of
      the
      assets of Commerce, and shall otherwise inure to the benefit of and be binding
      upon the parties hereto and their respective heirs, executors, administrators,
      successors and assigns. Upon the death of Ritter any payments or benefits
      otherwise due Ritter hereunder shall be paid to or be for the benefit
      of Ritter’s legal representatives. Nothing in the Agreement shall preclude
      Commerce from consolidating or merging into or with or transferring all or
      substantially all of its assets to another Person. In that event, such other
      Person shall assume this Agreement and all obligations of Commerce in this
      Agreement. Upon such a consolidation, merger, or transfer of assets and
      assumption, the term "Commerce," as used in this Agreement, shall mean such
      other Person and this Agreement shall continue in full force and
      effect.

     

    
      	
               

            	
              11.
                Assignment.

            


    

     

    Neither
      this Agreement nor any rights to receive payments hereunder shall be voluntarily
      or involuntarily assigned, transferred, alienated, encumbered or disposed of,
      in
      whole or in part, without Commerce's prior written consent and approval, and
      shall not be subject to anticipation, levy, execution, garnishment, attachment
      by, or interference or control of, any creditor.

     

    
      	
               

            	
              12.
                Source of Payment and
                Timing.

            


    

     

    12.1
      All
      payments provided under this Agreement shall be paid in cash from the general
      funds of Commerce, no special or separate fund shall be required to be
      established and Ritter shall have no right, title or interest whatsoever in
      or
      to any investment which Commerce may make to aid Commerce in meeting its
      obligations hereunder except to the extent that Commerce shall, in its sale
      and
      absolute discretion, choose to designate any of its rights it may have under
      one
      or more life insurance policies it may obtain to cover any of its obligations
      under this Agreement. Nothing contained in this Agreement, and no action taken
      pursuant to its provisions, shall create or be construed to create a trust
      of
      any kind or fiduciary relationship between Commerce and Ritter or any other
      Person.

     

     

    
      
        	
                Employment
                  Agreement

              	
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                MAR

              


      

    

    
      
        
        

      

      
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    12.2
      All
      payments due under Sections 5.1, 6.3, 7.1 or 7.2 above shall be made not later
      than the thirtieth (30th) day following
      the
      date of termination of employment.

     

    
      	
               

            	
              13.
                Interest.

            


    

     

    In
      the
      event any benefits due to Ritter are not paid when due hereunder, Ritter
      shall be entitled (in addition to his other rights and remedies) to interest
      on
      the past due amounts at a rate equal to two percentage points above the prime
      rate charged from time to time by COBH, such interest to commence on the date
      a
      benefit was due hereunder.

     

    
      	
               

            	
              14.
                Reimbursement of Enforcement
                Expenses.

            


    

     

    If
      Commerce fails to pay or provide Ritter any of the amounts due him
      under this Agreement or fails to provide Ritter with any of the other
      benefits due him under this Agreement, and provided Commerce does not cure
      any
      such failure within thirty (30) days after having received written notice from
      Ritter of such failure, Ritter shall be entitled to full reimbursement from
      Commerce for all costs and expenses (including reasonable attorneys’ fees and
      costs) incurred by Ritter in enforcing his rights under this
      Agreement.

     

    
      	
               

            	
              15.
                Notices.

            


    

     

    All
      notices, requests, demands and other communications hereunder shall be in
      writing and shall be deemed to have been duly given if delivered by hand or
      mailed, certified or registered mail, return receipt requested, with postage
      prepaid, to the following addresses or to such other address as either party
      may
      designate by like notice:

     

    


     

    If
      to
      Commerce, to:

     

    Commerce
      Bank/Harrisburg

    3801
      Paxton Street

    Harrisburg,
      PA 17111

     

    Attn:
      Gary L. Nalbandian, President

     

     

     

     

    
      
        	
                Employment
                  Agreement

              	
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                MAR

              


      



    
      
        
        

      

      
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    and
      to
      such other or additional person or persons as either party shall have designated
      to the other party in writing by like notice.

    


    
      	
               

            	
              16.
                General Provisions.

            


    

     

    16.1
      This
      Agreement constitutes the entire agreement between the parties concerning its
      subject matter, and supersedes and replaces all prior agreements between the
      parties. No amendment, waiver or termination of any of the provisions of this
      Agreement shall be effective unless in writing and signed by the party against
      whom it is sought to be enforced. Any written amendment, waiver or termination
      hereof executed by Commerce and Ritter (or his legal representatives) shall
      be
      binding upon them and upon all other Persons, without the necessity of securing
      the consent of any other Person including, but not limited to, Ritter’s
      wife, and no Person shall be deemed to be a third party beneficiary under this
      Agreement except to the extent provided under Section 12.1 above.

     

    16.2
      COBH
      or any other subsidiary of Commerce may make payments to Ritter thereunder
      in lieu of payments to be made by Commerce, and to the extent such payments
      are
      so made, Commerce shall be released of its obligations to make such
      payments.

     

    16.3
      The
      benefits provided under this Agreement shall be in addition to and shall not
      affect the proceeds payable to Ritter’s beneficiaries under group life insurance
      policies which Commerce may be carrying on Ritter’s Life.

     

    16.4
      "Person" as used in this Agreement means a natural person, joint venture,
      corporation, sale proprietorship, trust, estate, partnership, cooperative,
      association, non-profit organization or any other legal entity.

     

    16.5
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original, but all of which taken together shall constitute one and
      the
      same Agreement.

     

    l6.6
      Except as otherwise expressly stated in this Agreement, no failure on the part
      of any party to this Agreement to exercise and no delay in exercising any right,
      power or remedy under this Agreement shall operate as a waiver; nor shall any
      single or partial exercise of any right, power or remedy hereunder preclude
      any
      other or further exercise thereof or the exercise of any other right, power
      or
      remedy.

     

    16.7
      Commerce and Ritter consent to the exclusive jurisdiction of the courts of
      the
      Commonwealth of Pennsylvania and the United States District Court for the Middle
      District of Pennsylvania in any and all actions arising hereunder and
      irrevocably consent to service of process as set forth in Section 15
      above.

     

    16.8
      The
      headings of the sections of this Agreement have been inserted for convenience
      of
      reference only and shall in no way restrict or modify any of the terms or
      provisions of this Agreement.

     

     

    
      
        	
                Employment
                  Agreement

              	
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                MAR

              


      

    

     

    
      
        
        

      

      
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    16.9
      This
      Agreement shall be governed and construed and the legal relationships of the
      parties determined in accordance with the laws of the Commonwealth of
      Pennsylvania applicable to contracts executed and to be performed solely in
      the
      Commonwealth of Pennsylvania.

     

    


     

    PENNSYLVANIA
      COMMERCE BANCORP,
      INC.

    


     

    By:
/s/
      Gary L. Nalbandian

    /s/
      D.
      Scott Huggins

    Attest                                                                                
                Name: Gary L.
      Nalbandian

          Title:
      Chairman, President, CEO

    


    


    COMMERCE
      BANK/HARRISBURG,
      N.A.

    
 

     

    By:
/s/
      Gary L. Nalbandian

    /s/
      D.
      Scott Huggins

    Attest                                                                                 
               Name: Gary L.
      Nalbandian

          Title:
      Chairman, President, CEO

    


    


    


    /s/
      Jill Petterson                     /s/
      Mark A.
      Ritter

    Witness                                                           
                          Mark
      A. Ritter

     

     

     

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