republicfirstdef14a.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 14A INFORMATION
 
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Securities Exchange Act of 1934
 
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Republic First Bancorp, Inc.
 
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Two Liberty Place, 50 S. 16th Street, Suite 2400
Philadelphia, Pennsylvania 19102
 

March 23, 2011


Dear Shareholder:

You are cordially invited to attend the 2011 Annual Meeting of Shareholders of Republic First Bancorp, Inc., or the “Company,” to be held on Tuesday, April 26, 2011 at 4:00 PM, local time, at The Union League of Philadelphia, 140 South Broad Street, Philadelphia, PA 19102.
 
At the annual meeting, shareholders will be asked to consider and vote upon the election of two Class I Directors to the Company’s board of directors, to serve until the 2014 annual meeting of shareholders and until his successor is elected and qualified, ratification of the appointment of ParenteBeard LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011, and any such other matters as may properly come before the meeting.
 
It is very important that you be represented at the annual meeting regardless of the number of shares you own or whether you are able to attend the meeting in person. We urge you to mark, sign and date your proxy card today and return it in the envelope provided, even if you plan to attend the annual meeting. You may also vote by telephone or internet with the provided instructions.  This will not prevent you from voting in person, but will ensure that your vote is counted if you are unable to attend.
 
Enclosed with your proxy materials is a copy of our 2010 Annual Report to Shareholders.
 
We look forward to seeing you at the meeting.
 
   
Very truly yours,
   
   
  Harry D. Madonna
  Chairman of the Board
  Chief Executive Officer
 
 
 
 
 
 
REPUBLIC FIRST BANCORP, INC.
Two Liberty Place, 50 S. 16th Street, Suite 2400
Philadelphia, Pennsylvania 19102

 
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 26, 2011
 
NOTICE IS HEREBY GIVEN THAT the 2011 Annual Meeting of Shareholders of Republic First Bancorp, Inc. (the “Company”) will be held on Tuesday, April 26, 2011 at 4:00 PM, local time, at The Union League of Philadelphia, 140 South Broad Street, Philadelphia, PA 19102 to consider and act upon:
 
•               
Election of two (2) Class I Directors of the Company, to serve until the 2014 Annual Meeting of Shareholders and until his successor is elected and qualified,

 •               
Ratification of the appointment of ParenteBeard LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011, and

•               
Such other business as may properly come before the annual meeting.
 
Only shareholders of record of the Company at the close of business on March 15, 2011, are entitled to notice of and to vote at the annual meeting and any adjournment or postponement thereof.
 
All shareholders are cordially invited to attend the annual meeting.  Whether or not you plan to attend the annual meeting, please complete and sign the enclosed proxy card and return it promptly to the Company in the enclosed envelope, which requires no postage if mailed in the United States, or vote by telephone or internet.
 
If the annual meeting is adjourned because of the absence of a quorum, those shareholders entitled to vote who attend the adjourned annual meeting, although constituting less than a quorum as provided herein, shall nevertheless constitute a quorum for the purpose of electing directors. If the annual meeting is adjourned for one or more periods aggregating at least 15 days because of the absence of a quorum, those shareholders entitled to vote who attend the reconvened annual meeting, if less than a quorum as determined under applicable law, shall nevertheless constitute a quorum for the purpose of acting upon any other matter set forth in this Notice of annual meeting.
 
Important Notice Regarding Internet Availability of Proxy Materials for the Shareholders Meeting to be held on April 26, 2011
 
Our proxy statement, 2010 annual report to shareholders, and proxy card are available on http://www.cfpproxy.com/5412.  If you would like to receive proxy materials related to this or any future shareholders meetings, or any of the Company’s filings with the Securities and Exchange Commission or press releases, please email your request to llewis@myrepublicbank.com or call us at (215) 735-4422, ext. 5332.

 
  By Order of the Board of Directors
   
   
  /s/ Kemma Brown
  Corporate Secretary
   
March 23, 2011
 
IT IS IMPORTANT THAT YOU VOTE PROMPTLY, REGARDLESS OF THE NUMBER OF SHARES YOU OWN.  PLEASE COMPLETE, SIGN AND MAIL THE ENCLOSED PROXY CARD IN THE ACCOMPANYING ENVELOPE, OR VOTE BY TELEPHONE OR BY INTERNET, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING.
 
 
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REPUBLIC FIRST BANCORP, INC.
Two Liberty Place, 50 S. 16th Street, Suite 2400
Philadelphia, Pennsylvania 19102
 
PROXY STATEMENT FOR ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD ON APRIL 26, 2011
 
This proxy statement is being furnished to shareholders of Republic First Bancorp, Inc., referred to as “we”, “our”, “us”, or the “Company”, in connection with the solicitation by the board of directors of the Company of proxies to be voted at the annual meeting of shareholders to be held at 4:00 PM, local time, at The Union League of Philadelphia, 140 South Broad Street, Philadelphia, PA 19102 on Tuesday, April 26, 2011, or such later date to which the annual meeting may be adjourned or postponed.
 
At the annual meeting, you will be asked to consider and vote upon the following matters:
 
•               
Election of two (2) Class I Directors of the Company, to serve until the 2014 Annual Meeting of Shareholders and until his successor is elected and qualified,
 
•               
Ratification of the appointment of ParenteBeard LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011, and
 
•               
Such other business as may properly come before the annual meeting.
 
Information regarding the election of directors and other proposals is included in this proxy statement.  Shareholders should carefully read this proxy statement.
 
The first date on which this proxy statement and the enclosed form of proxy are being sent to the shareholders of the Company is on or about March 29, 2011.
 
 
 
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TABLE OF CONTENTS
 
Forward-Looking Statements
iii
Information About Voting
1
Proposal 1—Election of Directors
4
Board of Directors and Committees
8
Security Ownership of Certain Beneficial Owners and Management
14
Executive Officers and Compensation
16
Certain Relationships and Related Transactions
31
Code of Ethics
32
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm
32
Information Regarding Independent Registered Public Accounting Firm
33
Section 16(a) Beneficial Ownership Reporting Compliance
35
Shareholder Proposals and Nominations for the 2011 Annual Meeting
35
Reports and Other Documents
36
 
FORWARD-LOOKING STATEMENTS
 
This document contains forward-looking statements, in addition to historical information.  Forward looking statements are typically identified by words or phrases such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” and variations of such words and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “may,” or similar expressions.
 
You should note that many factors, some of which are discussed in this document and in the documents we file with the Securities and Exchange Commission from time to time, could affect the future financial results of Republic First Bancorp, Inc. and its subsidiary, Republic Bank (or the “Bank”), and could cause those results to differ materially from those expressed in the forward-looking statements contained in this document. The forward-looking statements contained herein are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements.  For example, risks and uncertainties can arise with changes in:  (1) general economic conditions, including current turmoil in the financial markets and the efforts of government agencies to stabilize the financial system;  (2) the adequacy of our allowance for loan losses and our methodology for determining such allowance; (3) adverse changes in the Company’s loan portfolio and credit risk-related losses and expenses; (4) changes in interest rates; (5) business conditions in the financial services industry, including competitive pressure among financial services companies, new service and product offerings by competitors, price pressures, and similar items; (6) deposit flows; (7) loan demand; (8) the regulatory environment, including evolving banking industry standards, changes in legislation or regulation; (9) impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act; (10) the Company’s securities portfolio and the valuation of its securities; (11) changes in accounting principles, policies and guidelines as well as estimates and assumptions used in the preparation of the Company’s financial statements; (12) rapidly changing technology; (13) litigation liabilities, including costs, expenses, settlements and judgments; and (14) other economic, competitive, governmental, regulatory and technological factors affecting the Company’s operations, pricing, products and services and other factors detailed from time to time in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.
 
 
 
- iii -
 
 
We caution that any forward-looking statements are subject to numerous assumptions, risks and uncertainties, all of which change over time, and we assume no duty to update forward-looking statements, except as may be required by applicable law or regulation.  We caution readers not to place undue reliance on any forward-looking statements.  These statements speak only as of the date made, and they advise readers that various factors, including those described above, could affect our financial performance and could cause actual results or circumstances for future periods to differ materially from those anticipated or projected.  Except as required by applicable law or regulation, we do not undertake, and specifically disclaim any obligation, to publicly release any revisions to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

INFORMATION ABOUT VOTING
 
How are proxies being solicited?
 
This proxy solicitation is being made by and at the direction of the board of directors of the Company, and the Company will pay all expenses relating to the solicitation.  In addition to the use of the mails, proxies may be solicited personally, by telephone or by other electronic means by officers, directors and employees of the Company and the Bank, who will not be compensated for such solicitation activities.  Arrangements may be made with brokerage houses and other custodians, nominees and fiduciaries for forwarding solicitation materials to the beneficial owners of shares held of record by such persons, and the Company will reimburse those persons for their reasonable expenses.
 
What is on the agenda for the annual meeting?
 
The agenda for the annual meeting includes the election of two Class I Directors to the Company’s board of directors, to serve until the 2014 annual meeting of shareholders and until his successor is elected and qualified, ratification of the appointment of ParenteBeard LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011, and such other matters as may properly come before the annual meeting.  We are not aware of any such other matters that may properly come before the annual meeting at the present time.
 
Who can vote?
 
Only shareholders of record, as shown on the transfer books of the Company at the close of business on March 15, 2011 (the “Record Date”) will be entitled to notice of, and to vote at, the annual meeting or any adjournment or postponement thereof.  Each share of common stock you own as of the record date entitles you to one vote for each director to be elected in the election of directors and one vote on any other matter as may properly come before the annual meeting.  As of March 15, 2011, there were 25,972,897 shares of common stock outstanding and entitled to vote.
 
How do I vote if shares are held directly in my name?
 
If you hold your shares in certificate form and not through a bank, brokerage firm or other nominee, you may vote your shares in one of the following ways:
 
•               
Voting By Mail:  If you choose to vote by mail, complete the enclosed proxy, date and sign it, and return it in the postage-paid envelope provided.
 
•               
Voting By Telephone: If you choose to vote by telephone, call toll-free (866) 246-8478. Please note telephone votes must be cast prior to 3:00 a.m.,  EDT, April 26, 2011.
 
 
 
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•               
Voting By Internet:  If you choose to vote by internet, log onto https://www.proxyvotenow.com/frbk.  Please note internet votes must be cast prior to 3:00 a.m., EDT, April 26, 2011.
 
•               
In Person:  If you choose to vote in person, come to the annual meeting and cast your vote.  If you attend the annual meeting, you may vote your shares in person even if you have previously submitted a proxy.
 
If you hold your shares in street name or through a bank, brokerage firm or other nominee, see “How do I vote if shares are hold in street name or through a bank, brokerage firm or other nominee?” for instruction on how to vote your shares.
 
How do I vote if shares are held in street name or through a bank, brokerage firm or other nominee?
 
If you hold your shares in street name or through a bank, brokerage firm or other nominee, you will need to vote your shares by providing voting instructions to your bank, brokerage firm or other nominee, in accordance with the voting instruction form provided to you by your bank, brokerage firm or other nominee, or by obtaining a legal proxy from your bank, brokerage firm or other nominee authorizing you to vote those shares at the annual meeting.  Only with a legal proxy from your bank, brokerage firm or other nominee can you cast your vote in person at the annual meeting.
 
How will my proxy be voted?
 
If you submit a signed proxy card or submit your proxy by telephone or the internet but do not indicate how you want your shares voted, the persons named in the enclosed proxy will vote your shares of common stock FOR the election of each of the board’s director nominees named in this proxy statement, FOR the ratification of the appointment of ParenteBeard LLC as independent registered public accounting firm for the fiscal year ending December 31, 2011, and FOR the proposal to adjourn the annual meeting, if necessary. With respect to any other matter that properly comes before the annual meeting, the persons named in the enclosed proxy will vote your shares of common stock in their discretion in accordance with their best judgment and in the manner they believe to be in the best interest of the Company.  If you hold your shares of the Company’s common stock in “street name” (that is, through a broker or other nominee) and fail to instruct your broker or nominee as to how to vote your shares of common stock on the election of directors, your broker or nominee cannot vote your shares in the election of directors. If you hold your shares in “street name” and fail to instruct your broker or nominee as to how to vote your share of common stock on the ratification of the appointment of ParenteBeard LLC as independent registered public accounting firm for the fiscal year ending December 31, 2011, your broker or other nominee has discretionary voting authority to vote your shares on such proposal.

What is a broker non-vote?
 
A broker non-vote occurs when a bank or brokerage firm holding shares on behalf of a shareholder does not receive voting instructions from the shareholder by a specified date before the annual meeting and the bank or brokerage firm is not permitted to vote those undirected shares on specified matters under applicable stock exchange rules.  Thus, if you do not give your broker specific instructions, your shares may not be voted on those matters (so-called “broker non-votes”).  Broker non-votes are not considered to be votes cast and, therefore, generally have no effect on the outcome of elections of directors or other matters submitted to the shareholders and subject to approval based on votes cast.  Shares represented by “broker non-votes” will be counted, however, in determining the number of shares of common stock represented in person or by proxy and entitled to vote.
 
 
 
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Can I revoke my proxy or change my vote after submitting my proxy?
 
Proxies may be revoked at any time prior to being voted at the annual meeting.  You may revoke a proxy before its exercise by filing written notice of revocation with our Secretary before the annual meeting. After voting, you may change your vote one or more times by completing and returning a new proxy to our Secretary, by voting again by Internet or telephone as described in this Proxy Statement, or by voting in person at the annual meeting.  You may request a new proxy card from our Secretary.  The last vote received chronologically will supersede any prior votes. The deadline for registered shareholders to change their vote by Internet or telephone is 3:00 a.m., EDT, on April 26, 2011. All requests and correspondence with our Secretary should be mailed to Republic First Bancorp, Inc., Two Liberty Place, 50 S. 16th Street, Suite 2400, Philadelphia, Pennsylvania 19102, Attention: Kemma Brown, Secretary.
 
What constitutes a quorum at the annual meeting?
 
We need a quorum of shareholders to hold a valid annual meeting.  A quorum will be present if at least a majority of the outstanding shares of common stock are represented in person or by proxy at the annual meeting.  Abstentions and broker non-votes are counted as present for the purpose of establishing a quorum.  If the annual meeting is adjourned because of the absence of a quorum, those shareholders entitled to vote who attend the adjourned annual meeting, although constituting less than a quorum as provided herein, shall nevertheless constitute a quorum for the purpose of electing directors.  If the annual meeting is adjourned for one or more periods aggregating at least 15 days due to the absence of a quorum, shareholders who are entitled to vote and who attend the adjourned annual meeting, even though they do not constitute a quorum as described above at the adjourned meeting, will constitute a quorum for the purpose of acting on any matter described in the Notice of annual meeting.

How can I obtain directions to attend the annual meeting and vote in person?
 
The annual meeting will be held at The Union League of Philadelphia which is located at 140 South Broad Street, Philadelphia, PA, 19102. You may obtain directions to The Union League by contacting their office during regular business hours at (215) 563-6500 or by accessing the Union League’s website at http://www.unionleague.org and clicking on the “Directions and Parking” link at the bottom of the webpage. The information on this website is not incorporated into this proxy statement and is an inactive textual reference only.
 
How many votes are required for the election of directors?
 
Directors are elected by a plurality vote of shares of common stock cast in person or by proxy at the annual meeting, provided a quorum is present.  A “plurality” means that the individuals who receive the largest number of affirmative votes cast are elected as directors up to the maximum number of directors to be chosen at the annual meeting.  Because the election of directors is based on a plurality of the votes cast, abstentions and broker non-votes have no effect on the outcome of the vote.  Votes that are withheld from a director nominee will be excluded entirely from the vote for such nominee and will have no effect on the result.  Shareholders are not entitled to cumulative voting in the election of directors.
 
 
 
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How many votes are required for the ratification of the appointment of ParenteBeard LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011?
 
The proposal to ratify the appointment of ParenteBeard LLC as the Company’s independent registered public accounting for the fiscal year ending December 31, 2011 will be approved if a majority of the votes represented in person or proxy at the annual meeting and entitled to vote are voted FOR the proposal.  Abstentions, but not broker non-votes, will have the same legal effect as votes against the proposal.
 
How many votes are required for approval of the proposal to adjourn the annual meeting, if necessary?
 
The proposal to adjourn the annual meeting, if necessary, will be approved if a majority of the votes represented in person or proxy at the annual meeting and entitled to vote are voted FOR the proposal.  Abstentions, but not broker non-votes, will have the same legal effect as a vote against the proposal to adjourn the annual meeting.  Broker non-votes will not count as  a vote against the proposal to adjourn the annual meeting.
 
How many votes are required for any other proposals that may properly come before the annual meeting?
 
Generally, any other proposals that may properly come before the annual meeting will be approved if a majority of the votes at the annual meeting and entitled to vote thereon are voted in favor of the action, unless otherwise provided by express provision of law or by our articles of incorporation or our bylaws. Abstentions, but not broker non-votes, will have the same legal effect as votes against any other proposal. Broker non-votes will not count as votes against any proposal at the annual meeting.
 
PROPOSAL 1
 
ELECTION OF DIRECTORS
 
The Company’s by-laws provide that the board may consist of not less than five directors and not more than 25 directors, classified into three classes, as nearly equal in number as possible, with the specific number of directors fixed from time to time by resolution of the board.  The members of one class of directors are elected at each annual meeting and each class of directors serves for approximately three years.  The classes of directors have been designated as “Class I,” “Class II” and “Class III.”
 
The board has fixed the number of directors at seven.  Currently, the Class I Director is Harry D. Madonna; the Class II Directors are Robert J. Coleman and Harris Wildstein, Esq.; and the Class III Directors are Neal I. Rodin, Barry L. Spevak and Theodore J. Flocco, Jr.  During 2010, and until January 15, 2011, the board was comprised of seven directors.  On January 15, 2011, however, William W. Batoff, a member of the board of directors of the Company and an independent director, passed away unexpectedly. Mr. Batoff had been a Class I Director.  As discussed below, the board has nominated Brian P. Tierney to fill the Class I vacancy.
 
The incumbent Class II Directors will continue in office until the Company’s 2012 Annual Meeting of Shareholders and the incumbent Class III Directors will continue in office until the Company’s 2013 Annual Meeting of Shareholders.  All directors will hold office until the annual meeting of shareholders at which their terms expire and until the elections and qualifications of their successors.
 
 
 
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Upon the recommendation of the nominating and governance committee of our board of directors, our board has nominated Harry D. Madonna for reelection as a Class I Director to serve until the Company’s 2014 annual meeting of shareholders and thereafter until his successor is elected and qualified.  Mr. Madonna has agreed to stand for election.  In the event, however, that, for any reason, Mr. Madonna becomes unavailable for election or service as director, the board may designate a substitute nominee to replace him and the persons designated in the enclosed proxy will vote for the election of such other person as the board may recommend.
 
Upon the recommendation of the nominating and governance committee of our board of directors, our board has nominated Brian P. Tierney for election as a Class I Director to serve until the Company’s 2014 annual meeting of shareholders and thereafter until his successor is elected and qualified.  Mr. Tierney has agreed to stand for election.  In the event, however, that, for any reason, Mr. Tierney becomes unavailable for election or service as director, the board may designate a substitute nominee to replace him and the persons designated in the enclosed proxy will vote for the election of such other person as the board may recommend.

The specific backgrounds and qualifications of our current directors and director nominees are reflected in each person’s biography below.
 
Director Nominees
 
The following individuals have been nominated for election to the board as Class I Directors, to serve until the 2014 Annual Meeting of Shareholders and until his successor is elected and qualified.
 
Harry D. Madonna, age 68, has been Chairman and Chief Executive Officer of the Company and Republic since 1988.  Mr. Madonna also has served as Executive Chairman of First Bank of Delaware since 1999 and served as its Chief Executive Officer from January 2002 until July 2008.  Mr. Madonna was counsel to Spector Gadon & Rosen, PC, a general practice law firm located in Philadelphia, Pennsylvania from January 1, 2002 until June 30, 2005 and prior to that, was a partner of Blank Rome LLP, a law firm located in Philadelphia, Pennsylvania from 1980 until December 2001.  Mr. Madonna’s background as an attorney and years of experience with the Bank provides him with the skills to lead the Board and the Company.  Mr. Madonna’s position within the Company and Republic also provides him with intimate knowledge of our business, results of operations and financial condition.  Further, as the Chief Executive Officer and Chairman, Mr. Madonna acts as the liaison between the directors and management, and assists the Board in its oversight of the Company.

Brian P. Tierney, 54, has served as President and Chief Executive Officer of Real Time Media, an interactive marketing services agency, since November 2010. He was Publisher of the Philadelphia Inquirer and Daily News and Chief Executive Officer of its parent company, Philadelphia Media Holdings LLC, from June 2006 and August 2006, respectively, until October 2010. In February 2009, Philadelphia Newspapers LLC, a subsidiary of Philadelphia Media Holdings LLC, filed voluntary petitions for reorganization relief pursuant to Chapter 11 of the United States Bankruptcy code and emerged from bankruptcy in October 2010. He previously served as Chairman and Chief Executive Officer of Tierney Holdings LLC, a private investment firm. From June 2004 to March 2005, he was Vice Chairman of Advanta Corp. Prior to that, he was the founding partner of T2 Group, a public relations firm, from November 2003 until it was sold to Advanta Corp. Mr. Tierney serves on a variety of civic, educational and charitable boards of directors, including the board of directors of Nutrisystem, Inc. Mr. Tierney has a strong corporate leadership background, having served as Chief Executive Officer and having held additional management positions at several companies.  His service as a member of another public company board and other boards of directors also provides insight on corporate governance issues.
 

 
 
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Continuing Directors
 
Each of the following individuals is an incumbent director who will continue to serve as a director of the Company until the end of his respective term or until a successor is elected and qualified.
 
Class II Directors
 
Robert J. Coleman, age 74, has been a director of the Company and the Bank since April 2003.  He has also been the Chairman and Chief Executive Officer of Marshall, Dennehey, Warner, Coleman & Goggin, a defense litigation law firm, since 1974.  Mr. Coleman’s background as an attorney offers the Board valuable experience in legal matters (although he does not render the Company legal advice) and general business knowledge.
 
Harris Wildstein, Esq., age 65, has been a director of the Company and the Bank since 1988.  Mr. Wildstein has also been a director of the First Bank of Delaware since 1999.  Since September 2004, Mr. Wildstein has been an owner and officer of Lifeline Funding, LLC, a pre-settlement funding organization.  He has been the Vice President of R&S Imports, Ltd., an automobile dealership, since 1977, and President of HVW, Inc., an automobile dealership, since 1982.  Mr. Wildstein’s background in owning and managing multiple businesses has made him sophisticated in the analysis financial matters and offers the Board insight into understanding the many customers that the Bank serves today.  Mr. Wildstein also provides the Board with valuable leadership and management perspectives and business acumen.
 
Class III Directors
 
Theodore J. Flocco, Jr., C.P.A., age 66, has been a director of the Company and the Bank since June 2008.  Before his retirement from Ernst & Young LLP, Mr. Flocco was Senior Audit Partner and advised many of the largest SEC regulated clients of the Philadelphia office for more than 35 years, including several regional and local banks. In June 2008, Mr. Flocco, Vernon W. Hill, II, founder and chairman (retired) of Commerce Bancorp, and three other investors, including Mr. Madonna’s family trust, invested in a private placement of $10.8 million of convertible trust preferred securities sponsored by the Company.  Simultaneously with those investments, we entered into a consulting agreement with Mr. Hill which, among other things, provides Mr Hill the right to designate one individual to the board of directors of the Company and the Bank, and for the nomination and recommendation of his designee in elections of directors by our shareholders, in each case subject to our articles of incorporation and bylaws, and any applicable director qualification standards.  One June 17, 2008, Mr. Flocco, as Mr. Hill’s designee, was appointed to the board as a Class III Director. He has subsequently been elected by the Company’s shareholders at the 2010 annual meeting of shareholders.  Mr. Flocco has experience in the banking, mutual fund, real estate and manufacturing and distribution industries. His responsibilities at Ernst & Young LLP included consulting with senior executives and directors of companies on accounting and strategic business issues, mergers and acquisitions, public offerings and SEC registrations. He has extensive experience in the public offering market, having lead more than 100 public equity and debt offerings. Mr. Flocco’s experience in public accounting and SEC matters provides the Board with depth in matters related to accounting, SEC financial reporting and shareholder communication and also qualifies him as a financial expert to serve on the Board’s audit committee.
 
 
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Neal I. Rodin, age 65, has been a director of the Company and the Bank since 1988.  Mr. Rodin has been the Managing Director of the Rodin Group, an international real estate investment company, since 1988, and has been the President of IFC, an international financing and investing company, since 1975.  Mr. Rodin’s background in real estate and financing makes him a valuable resource to the Board on matters relating to the loan portfolio, specifically on issues concerning commercial real estate loans and related matters.
 
Barry L. Spevak, age 50, has been a director of the Company and the Bank since April 2004.  He has also been a partner with Miller Downey Spevak Kaffenberger, Limited, a certified public accounting firm, since 1991 and has previously served as the treasurer of the Recording for the Blind and Dyslexic.  Mr. Spevak’s experience as a certified public accountant qualifies him as a financial expert and his financial accounting background provides the board with an understanding of financial statements, accounting and operational and financial controls. He also provides the Company with general business knowledge.
 
As noted above, Messrs. Madonna, and Wildstein are members of First Bank of Delaware’s board of directors and Mr. Tierney is a member of Nutrisystem, Inc.’s board of directors.  First Bank of Delaware and Nutrisystem, Inc. are public companies.  First Bank of Delaware’s class of common stock is registered with the Federal Deposit Insurance Corporation, or “FDIC,” pursuant to section 12 of the Securities Exchange Act of 1934, as amended.
 
Recommendation
 
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF OUR NOMINEES TO THE BOARD OF DIRECTORS OF THE COMPANY TO SERVE UNTIL THE 2014 ANNUAL MEETING OF SHAREHOLDERS AND UNTIL HIS SUCCESSOR IS ELECTED AND QUALIFIED.
 
 
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BOARD OF DIRECTORS AND COMMITTEES

Director Independence
 
The Company’s common stock is listed on the NASDAQ Global Market and the Company’s board of directors has determined the independence of the members of its board and committees under the NASDAQ listing standards.  The Company’s board of directors determined that under NASDAQ independence standards Messrs. Coleman, Flocco, Rodin, Spevak and Wildstein, constituting a majority of the members of the Company’s board of directors, are independent, and that all of the members of the audit, nominating and governance and compensation committees are independent.  Mr. Batoff, who was a member of the board of directors until his unexpected passing earlier this year, was also independent. The Company’s board of directors has determined, that, if elected, Mr. Tierney would be an independent director.  The Company’s only director who was determined to not be independent was Mr. Madonna.  In determining the independence of Mr. Flocco, the board considered the consulting arrangement Mr. Flocco had with the Company prior to 2010 pursuant to which Mr. Flocco earned $32,500 during 2008 and $14,200 during 2009.
 
The Board does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board as the Board believes it is in the best interests of the Company to make that determination based on the position and direction of the Company and the membership of the Board.  Accordingly, the Board periodically reviews its leadership structure.  Currently, the Board believes that the Company’s President and Chief Executive Officer is best situated to serve as Chairman of the Board.  We believe this Board leadership structure is appropriate for our Company, in that the combined role of President and Chairman of the Board and Chief Executive Officer promotes unified leadership and direction for our Company, allowing for a single, clear focus for management to execute the Company’s strategy and business plan. The Board believes that the Company’s Chief Executive Officer is best situated to serve as chairman of the board because he is the director most familiar with the Company’s business and industry, and most capable of effectively identifying strategic priorities and leading the discussion and execution of our corporate strategy.  Independent directors and management have different views and roles in the development of a strategic plan.  The Company’s independent directors bring experience, oversight and expertise from outside the Company and often the industry, while the Chief Executive Officer brings Company-specific and industry-specific experience and expertise.  The Board believes that the combined role of chairman and President and Chief Executive Officer promotes efficiency, strategy development and execution, and facilitates information flow between management and the Board, which are essential to effective governance.

We have a relatively small board, a majority of which is independent under the listing standards of the Nasdaq Global Market.  Each independent director has direct access to our Chairman of the Board, President and Chief Executive Officer, as well as other members of the senior management team.  We believe that having such direct access makes the separation of the principal executive officer and board chairman positions unnecessary.  The independent directors also regularly meet in executive session without management present.

            Our Board of Directors oversees the Company’s risk management, satisfying itself that our risk management practices are consistent with our corporate strategy and are functioning appropriately. While a degree of risk is inherent in any business activity, the Board strives to ensure that risk management is incorporated into the Company’s culture, and to foster risk-aware and risk-adjusted decision-making throughout the organization. We believe our risk management processes are set up to bring to the Board’s attention our material risks, and permit the Board to understand and evaluate how those risks interrelate and how management addresses them.
 
 
 
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            Our Board performs its risk oversight function in several ways. The Board establishes standards for risk management by approving policies that address and mitigate the Company’s most material risks. These include policies addressing credit risk, interest rate risk, capital risk, and liquidity risk, as well as Bank Secrecy Act/Anti-Money Laundering compliance. The Board also monitors, reviews, and reacts to our risks through various reports presented by management, internal and external auditors, and regulatory examiners.  The Board conducts certain risk oversight activities through its various committees which have direct oversight over specific functional areas.  Our asset/liability committee, or ALCO, is also comprised of directors and members of senior management, and has primary responsibility for risks associated with our exposure to fluctuations in interest rates and our liquidity needs.  Our audit committee is responsible for risks associated with our financial reporting and internal controls, and our compensation committee is responsible for risks associated with our compensation practices.

Meetings of the Board and Attendance
 
During 2010, the directors held 8 board meetings.  All of the directors attended at least 75% of all of the meetings of the board and the meetings of all committees of the board on which such director served. We encourage all incumbent directors and nominees for election as directors to attend our annual meetings, and all of our directors attended the 2010 annual meeting of shareholders.
 
Board Committees
 
The Company’s board of directors conducts much of its business through committees, including a standing audit committee, nominating and governance committee and compensation committee.
 
Audit Committee
 
The Board of Directors of the Company has designated a standing audit committee.  Messrs. Flocco (chair), Spevak and Wildstein serve as members of the audit committee.  Prior to his death, Mr. Batoff served on the Audit Committee.  In January 2011, Mr. Wildstein was appointed to serve on the Audit Committee to fill that vacancy.
 
All members of the audit committee are independent under NASDAQ listing standards, including the independence criteria applicable to audit committee members.  Although Mr. Flocco received certain consulting fees during 2008 and 2009, as discussed, he has been determined to be independent under NASDAQ independence standards, and his consulting arrangement was terminated prior to Mr. Flocco’s appointment to the audit committee.  The board of directors has determined that both Mr. Flocco and Mr. Spevak qualify as audit committee financial experts, as defined in SEC rules and regulations, and as financially sophisticated audit committee members, under NASDAQ rules. Mr. Wildstein’s background and experience have made him capable of comprehending and understanding all financial matters reviewed by the audit committee as well.
 
The audit committee held 11 meetings during 2010, and it operates under a written charter approved by the board.  A copy of the audit committee’s charter is available on the Company’s website at www.myrepublicbank.com.  The responsibilities of the audit committee are to, among others:
 
•              
assist the Board of Directors with the oversight of the integrity of the Company’s financial statements and internal controls,  the Company’s compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications and independence and  the performance of the Company’s internal audit function and the independent registered public accounting firm;
 
 
 
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•              
establish procedures for receipt, retention, and handling complaints regarding accounting, internal accounting controls, and auditing matters, including procedures for confidential, anonymous submission of concerns by employees regarding accounting and auditing matters;
 
•              
retain (subject to ratification by the Company’s shareholders), evaluate, and, where appropriate, replace the independent auditors, set the independent auditor’s compensation, oversee the work of the independent auditor and pre-approve all audit services to be provided by the independent auditor;
 
•              
review with the independent auditor and members of management conducting the internal audit  the adequacy and effectiveness of the systems of internal controls, accounting practices, and disclosure controls and procedures of the Company and current accounting trends and developments, and take such action with respect thereto as may be deemed appropriate;
 
•              
make a recommendation to the Board as to whether the audited financial statements should be included in the Company’s Annual Report on Form 10-K ;
 
•              
prepare the report required to be prepared by the audit committee pursuant to the rules of the Securities and Exchange Commission, or “SEC,” for inclusion in the Company’s annual proxy statement; and
 
•              
approve in advance the public release of all financial information.
 
Audit Committee Report
 
The audit committee of the Company’s board of directors is responsible for providing independent, objective oversight of the Company’s accounting functions and internal controls.
 
Management is responsible for the Company’s internal controls and financial reporting process.  The independent accountants are responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with generally accepted auditing standards and to issue a report thereon.  The audit committee’s responsibility is to monitor and oversee these processes.
 
In connection with these responsibilities, the audit committee has reviewed and discussed the audited consolidated financial statements of the Company at and for the year ended December 31, 2010, with management.  The audit committee discussed with ParenteBeard, LLC, the Company’s independent registered public accounting firm, the matters required to be discussed by Statement on Auditing Standards No. 61, “Communication with Audit Committees,” as amended.  The audit committee has received the written disclosures and the letter from ParenteBeard, LLC required by applicable requirements of the Public Company Accounting Oversight Board regarding its communications with the audit committee concerning independence, and has discussed with ParenteBeard, LLC its independence.
 
 
 
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Based upon the audit committee’s review and discussions with management and the independent registered public accounting firm referred to above, the audit committee recommended to the board that the Company’s audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, for filing with the Securities and Exchange Commission.
 
 
   
Respectfully submitted,
   
  Theodore J. Flocco, Jr. (Chair)
  Barry L. Spevak
  Harris Wildstein

 
Notwithstanding anything to the contrary set forth in any of the Company’s previous filings under the Securities Act or the Exchange Act that might incorporate future filings, including this Proxy Statement, in whole or in part, the preceding Audit Committee Report shall not be incorporated by reference into any such filings nor shall they be deemed to be soliciting material or deemed to be filed with the SEC under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended.
 
Compensation Committee
 
Messrs. Spevak (chair), Rodin and Flocco serve as members of our compensation committee.  Mr. Batoff was a member and the chair of the compensation committee at the time of his unexpected passing on January 15, 2011. The compensation committee operates under a written charter approved by the board.  A copy of the compensation committee’s charter is available on the Company’s website at www.myrepublicbank.com.  The charter provides, among other things, that the compensation committee be comprised of at least three members.
 
All members of the compensation committee have been determined by the board to be independent under NASDAQ listing standards, “non-employee directors,” as defined in SEC Rule 16b-3, and “outside directors,” as defined for purposes of Internal Revenue Code Section 162(m).  The compensation committee held 8 meetings in 2010.  The compensation committee’s responsibilities include, among others, the following:
 
•               
review and approve the Company’s overall compensation philosophy and overseeing the administration of related compensation and benefit programs, policies and practices;
 
•               
set the compensation of the Chief Executive Officer and other executive officers of the Company.   Regarding compensation for officers other than the Chief Executive Officer, the Committee shall consult with the Chief Executive Officer and the other officers of the Company as appropriate;
 
•               
evaluate the performance of the Chief Executive Officer and review and approve the Chief Executive Officer’s evaluation of performance of the other executive officers in light of approved performance goals and objectives;
 
•               
review and recommend for approval to the Board cash-based incentive compensation plans, equity-based compensation plans defined benefit and contribution plans and other welfare benefit plans or amendments or modifications to such plans;
 
•               
grant options and other awards under equity-based plans;
 
 
 
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•               
review and discuss with management the Compensation Discussion and Analysis (CD&A) to be included in the Company’s annual proxy statement and determine whether to recommend to the Board that the CD&A be included in the proxy statement;
 
•               
provide the Compensation Committee Report for inclusion in the proxy statement that complies with the rules and regulations of the Securities and Exchange Commission;  and
 
•               
have the sole authority, in its discretion, to retain and terminate any consulting firm to assist in the evaluation of director, chief executive officer or senior executive compensation, including sole authority to approve the firm’s fees and other retention terms.
 
Compensation Processes and Procedures
 
The compensation committee meets at such times as it determines to be necessary or appropriate, but not less than once a year. The compensation committee has the sole authority to establish the compensation of the chief executive officer and other executive officers of the Company and the Bank and may not delegate such authority, except to a subcommittee.  The chief executive officer has the responsibility for proposing the amount and form of compensation of the other executive officers of the Company and the Bank and the compensation committee consults with the Chief Executive Officer on such matters.  The compensation committee is empowered to engage independent compensation consultants, but has not done so since 2006.
 
The compensation committee is also responsible for periodically reviewing the amount and form of director compensation paid to non-employee directors.  The compensation committee recommends proposed changes in director compensation to the board as appropriate, from time to time, and any changes in director compensation are approved by the board.
 
Nominations and Shareholder Communications
 
Nominating and Governance Committee
 
Messrs. Rodin (chair), Coleman and Spevak serve as members of our nominating and governance committee.  Mr. Batoff was a member of the nominating and governance committee at the time of his unexpected passing on January 15, 2011.
 
All members of the nominating governance committee have been determined by the board to be independent under NASDAQ listing standards.  The nominating and governance committee held 1 meeting in 2010.  The nominating and governance committee operates under a written charter approved by the board.  A copy of the nominating and governance committee’s charter is available on the Company’s website at www.myrepublicbank.com.
 
In addition to the responsibilities described below regarding overseeing the selection and recommendation of board nominees, the nominating and governance committee’s responsibilities include, among other things, the following:

·  
review and approve transactions with any related persons in accordance with the related party transaction approval policy;
 
·  
monitor compliance with legal prohibitions on loans to directors and officers of the Company;
 
 
 
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·  
develop and review periodically, and at least annually, the corporate governance policies of the Company to ensure that they are appropriate for the Company and that policies of the Company comply with applicable laws, regulations and listing standards, and recommend any desirable changes to the Board;
 
·  
conduct annually an evaluation of the performance of the Board as a whole and the directors in such manner as the Committee deems appropriate and, through its chairperson, communicate this evaluation to the full Board; and
 
·  
maintain an orientation program for new directors and an education program for continuing directors.
 
The nominating and governance committee also oversees the composition and operation of the Company’s board, including identifying individuals qualified to become board members, recommending to the board director nominees for the annual meetings of shareholders, and filling vacancies occurring between annual shareholder meetings. It identifies director candidates by considering the recommendations of the Company’s directors, executive officers and shareholders, as well as those of experts and consultants of the Company.  The nominating and governance committee evaluates candidates it has identified or who have been recommended to it based on the selection criteria provided in the nominating and governance committee charter and other criteria deemed relevant by the nominating and governance committee, including each candidate’s background and experience, the candidate’s ability to understand the business, financial affairs and complexities of the Company and the Company’s business, the candidate’s willingness and ability to spend the necessary time required to function effectively as a director, the candidate’s open-minded approach to matters and the resolve to independently analyze matters presented for consideration, as well as the candidate’s ability to act in the best interest of the Company’s shareholders, honesty and integrity.
 
The nominating and governance committee evaluates director candidates recommended by shareholders in the same manner that it evaluates other director candidates.  The procedures for shareholders to recommend director candidates are described under the heading “Shareholder Proposals and Nominations for the 2012 Annual Meeting”.
 
Directors are selected for their integrity and character, sound, independent judgment, breadth of experience, insight and knowledge, and business acumen. Leadership skills, business experience, and diversity are among the relevant criteria, which may vary over time depending on the Board’s needs. The Nominating and Governance Committee considers candidates with these qualifications for recommendation to the full Board for approval. While the Nominating and Corporate Governance Committee does not have a formal policy regarding director diversity, it believes that the directors should encompass a range of experience, viewpoints, qualifications, attributes and skills in order to provide sound and prudent guidance to the Company’s management. The Nominating and Corporate Governance Committee considers diversity in connection with its review of each potential director candidate and is satisfied that the current composition of the Board of Directors reflects its commitment to diversity. The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees.
 
 
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Shareholder Communications
 
Any shareholder may communicate with our board of directors, or any individual member or members of the board, by directing his, her or its communication to Kemma Brown, Corporate Secretary, Republic First Bancorp, Inc., Two Liberty Place, 50 S. 16th Street, Suite 2400, Philadelphia, PA 19102, together with a request to forward the communication to the intended recipient or recipients.  In general, all shareholder communications delivered to the corporate secretary for forwarding to the board or specified board members will be forwarded in accordance with the shareholder’s instructions.  The corporate secretary, however, may not forward any abusive, threatening or otherwise inappropriate materials.
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
The following table sets forth, as of March 15, 2011, information with respect to the holdings of Company voting securities of all persons which the Company, pursuant to filings with the SEC and the Company’s stock transfer records, has reason to believe may be beneficial owners of more than five percent (5%) of the Company’s outstanding common stock, each current director or director nominee, each executive officer named in the 2010 Summary Compensation Table, and all of the Company’s director nominees,  directors and executive officers as a group.
 
Name of Beneficial Owner or Identity of Group (1)
Number of Shares
Beneficially Owned (2)
Percentage of
Ownership (2)
     
Director Nominees, Directors and Executive Officers:
    
Harris Wildstein
   997,117 (3)
3.8%
Harry D. Madonna
   750,530 (4)
2.9%
Robert J. Coleman
   616,668 (5)
2.4%
Neal I. Rodin
   265,482 (6)
1.0%
Theodore J. Flocco, Jr.
     49,923 (7)
*
Barry L. Spevak
     35,995 (8)
*
Brian P. Tierney
-
*
Jay Neilon
50,000
*
Rhonda Costello
27,500
*
Andrew J. Logue
25,000
*
Frank A. Cavallaro
13,750
*
     
All, director nominees, directors and executive officers as a
group (11 persons)
2,831,965
10.8%
     
Other Five Percent Beneficial Shareholders:
    
Vernon W. Hill II
2,576,077 (9)
9.9%
Wellington Management Company, LLP
2,529,540 (10)
9.7%
Schaller Investment Group
2,077,453 (11)
8.0%
The Evergreen Trust B
2,019,438 (12)
7.6%
 
* Represents beneficial ownership of less than 1%.
 
 
 
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(1)
Unless otherwise indicated, the address of each beneficial owner is c/o Republic First Bancorp, Inc., Two Liberty Place, 50 S. 16th Street, Suite 2400, Philadelphia, PA  19102. The group of director nominees, directors and executive officers was determined as of March 15, 2011.
(2)
The securities “beneficially owned” by an individual are determined in accordance with the definition of “beneficial ownership” set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended.  Any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: voting power, which includes the power to vote, or to direct the voting of, common stock; and/or, investment power, which includes the power to dispose, or to direct the disposition of, common stock, is determined to be a beneficial owner of the common stock.  All shares are subject to the named person’s sole voting and investment power unless otherwise indicated.  Shares beneficially owned include shares issuable upon exercise of options which are currently exercisable or which will be exercisable within 60 days of March 15, 2011 and upon conversion of convertible securities which are currently convertible or which will be convertible within 60 days of March 15, 2011. Percentage calculations presume that the identified individual or group exercise and convert all of his or their respective options and convertible securities, and that no other holders of options or convertible securities exercise their options or convert their convertible securities.  As of March 15, 2011, there were 25,972,897 shares of the Company’s common stock outstanding.
(3)
Includes 72,914 shares of common stock subject to options which are currently exercisable. Also includes 27,828 shares in trust for his daughter, 32,235 shares with power of attorney for his mother, 21,092 shares owned by his son, and 14,032 shares held by his wife.
(4)
Includes 73,646 shares of common stock issuable subject to options which are currently exercisable. Does not include 1,557,900 shares of common stock and 3,000 trust preferred securities of Republic First Bancorp Capital Trust IV which are currently convertible into 461,538 shares of common stock held by The Evergreen Trust B.  Mr. Madonna does not have the power to vote on, invest in, or dispose of securities held by The Evergreen Trust B and accordingly does not beneficially own those shares.  See note (12) below.
(5)
Includes 15,996 shares of common stock issuable subject to options which are currently exercisable.
(6)
Includes 15,996 shares of common stock issuable subject to options which are currently exercisable.
(7)
Includes 2,000 shares of common stock issuable subject to options which are currently exercisable and 240 trust preferred securities of Republic First Bancorp Capital Trust IV which are currently convertible into 36,923 shares of common stock.
 (8)
Includes 15,996 shares of common stock issuable subject to options which are currently exercisable.
 (9)
Information with respect to beneficial ownership is based partly on a Schedule 13D/A filed with the SEC on August 6, 2010 by Vernon W. Hill, II.  Mr. Hill owns a total of 6,000 trust preferred securities of Republic First Bancorp Capital Trust IV which are convertible into 923,077 shares of common stock. A restriction on conversion of these trust preferred securities prohibits conversion if the holder would beneficially own more than 9.9% of the common stock outstanding at the time of conversion. Accordingly, the calculation of the number of shares beneficially owned in the table above only includes 306 trust preferred securities of Republic First Bancorp Capital Trust IV held by Mr. Hill, which are currently convertible into 47,077 shares of common stock.  The address of Mr. Hill is 14000 Horizon Way, Suite 100, Mt. Laurel, NJ  08054.
(10)
Information with respect to beneficial ownership is based on a Schedule 13G filed with the SEC on February 14, 2011 by Wellington Management Company, LLP.  The principal business office address for Wellington Management Company is 280 Congress Street, Boston, MA 02210.
(11)
Information with respect to beneficial ownership is based on a Schedule 13G/A filed with the SEC on February 7, 2011 by Schaller Investment Group Incorporated, Schaller Equity Partners, Schaller Equity Management, Inc. and Douglas E. Schaller (the “Schaller Group”).  Schaller Equity Partners owns directly 1,373,803 shares of common stock.  Schaller Equity Management, Inc. is the general partner of Schaller Equity Partners and may be deemed to indirectly beneficially own the shares of common stock owned by Schaller Equity Partners.  In addition, 703,650 shares of common stock are held in separate accounts managed by Schaller Investment Group Incorporated and could be deemed to indirectly beneficially own such shares.  Douglas E. Schaller is the President of Schaller Equity Management, Inc.  and Schaller Investment Group Incorporated and could be deemed to indirectly beneficially own shares of common stock owned by Schaller Equity Partners and indirectly beneficially owned by Schaller Investment Group Incorporated.  The principal business office address for the Schaller Group is 324 Indera Mills Court, Winston-Salem, NC 27101.
(12)
The co-trustees of The Evergreen Trust B are Brooke C. Madonna, Harry Dillon Madonna, Brandy C. Madonna and Lucas Prewett.  Information with respect to beneficial ownership is provided by Mr. Madonna. Includes 1,557,900 shares of common stock and 3,000 trust preferred securities of Republic First Bancorp Capital Trust IV which are currently convertible into 461,538 shares of common stock. Mr. Madonna does not have the power to vote on, invest in, or dispose of securities held by The Evergreen Trust B and accordingly does not beneficially own those shares.  The address of The Evergreen Trust is 1320 North Avignon Drive, Gladwyne, PA 19035.
 
 
 
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EXECUTIVE OFFICERS AND COMPENSATION
 
Executive Officers
 
The following sets forth certain information regarding executive officers of the Company. Information pertaining to Harry D. Madonna, who is both a director and the Chief Executive Officer of the Company and the Bank, may be found in the section entitled “Proposal 1 – Election of Directors – Director Nominees”.
 
Andrew J Logue, 53, has been President and Chief Operating Officer of the Bank since May 2010. Mr. Logue had been Executive Vice President and Chief Operating Officer of the Company since August 20, 2008.  Prior to joining the Company, Mr. Logue, served as Senior Vice President/Enterprise Risk Management for Commerce Bank, N.A. and its successor TD Bank, N.A. from March 1991 to August 2008.  Mr. Logue served in various functions during his tenure at Commerce Bank, N.A.
 
Rhonda Costello, 53, has been an Executive Vice President and Chief Retail Officer of the Bank since August 5, 2008. Prior to joining the Bank, Ms. Costello, served as Senior Retail Officer for Commerce Bank’s Pennsylvania, Central New Jersey and New Jersey Shore Markets.  She also held a wide range of management positions including Regional Vice President for Burlington County, N.J., Director of the Company’s Human Resources Department and the Dean of Commerce University during her 23 year tenure with the Bank, which began March 4, 1985.
 
Jay M. Neilon, 57, has been Senior Vice President and Chief Credit Officer of the Bank since December 31, 2008.  Prior to joining the Bank, Mr. Neilon, served as Senior Credit Officer for Commerce Bank, N.A. and its successor TD Bank, N.A. from July 1992 to December 2008.   Prior to Commerce Bank, N.A., Mr. Neilon held various credit and lending positions with Fidelity Bank, Philadelphia, PA from September 1976 to July 1992.
 
Frank A. Cavallaro, 42, has been Senior Vice President and Chief Financial Officer of the Company since August 31, 2009.  Prior to joining the Company, Mr. Cavallaro, served as a Vice President in the Finance Department for Commerce Bank, N.A. and its successor TD Bank, N.A. from September 1997 to August 2009.  Mr. Cavallaro, a certified public accountant, has thirteen years of experience in the financial services industry and, prior to that, three years experience in public accounting with Ernst & Young LLP.
 
 
 
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Executive Compensation
 
Compensation Discussion and Analysis
 
Overview of the Executive Compensation Program. Our executive compensation program includes a number of fixed and variable compensation and benefit components, typical of programs among comparable community banking and financial services companies in our local and regional marketplace.
 
The program seeks to provide participating executives with an industry-competitive level of total compensation.
 
Compensation Philosophy and Program Objectives. We believe that the compensation program for executives should directly support the achievement of annual, longer-term and strategic goals of the business, and, thereby, align the interests of executives with the interests of our shareholders.
 
We believe the current program provides sufficient levels of fixed income, in the forms of base salary and health and welfare benefits, to attract high caliber executive talent to the organization.  We believe it also provides competitive annual bonus and longer-term incentive opportunities to encourage performance and to reward the successful efforts of executives.
 
The incentive opportunities are based on an executive’s role in our organization, company and individual performance, maintaining a compensation program that is competitive in our industry and markets, and other factors.
 
Our current program contains certain compensation features, provided on a selective basis, to encourage retention through long-term wealth accumulation opportunities and to assure transition support in the event of substantial organization or ownership change.  These provisions are designed to support retention of good performers by the organization.
 
We believe that the features and composition of the current program are consistent with practices of other comparable community banking and financial services organizations in our marketplace and that the program balances the need for competitive pay opportunities at the executive level with shareholders’ expectations for reasonable return on their investment.
 
Program Management. The compensation committee of the board of directors has primary responsibility for the design and administration of the compensation of the chief executive officer of the Company and the Bank, and makes decisions with respect to the compensation program for other executive officers.  The compensation committee will consider the make-up and administration of the executive compensation program in light of changing organization needs and operating conditions and changing trends in industry practice.
 
Role of Executive Management in the Pay Decision Process.  The compensation committee is responsible for approving compensation of our chief executive officer and other executive officers.  The Chief Executive Officer will make recommendations to the Compensation Committee with respect to the compensation of other executive officers.  In formulating its decisions, the compensation committee may seek information about the performance of the business, organization staffing requirements and the performance levels of incumbent executives from our chief executive officer.  It will also utilize the services of our chief financial officer and other officers to the extent the compensation committee deems appropriate.
 
 
 
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Program Review and Pay Decision Process.  Annually, the compensation committee reviews information on executive compensation levels in the industry and industry program practices, reviews our compensation program, and considers adjustments to the program, salary adjustments and incentive awards.  The compensation committee will examine the current compensation and benefit levels of executive officers in light of their continuing or changing roles in the business and the assessments of their individual performances by the compensation committee or the chief executive officer.  It will also approve annual bonus compensation, after consideration of Company and individual performance, but which is ultimately discretionary.
 
The compensation committee may also be called upon to consider pay related decisions throughout the calendar year as executives are reassigned or promoted and new executive officers join the organization.  In these instances, the compensation committee will review all aspects of the executive officer’s compensation including base salary level, annual incentive opportunities, longer-term incentive awards, participation in special benefit plans, and employment contract provisions, if applicable.
 
Pay Decision Factors and Considerations.  The following factors typically influence compensation committee decisions on pay and benefits for our executive officers:
 
• Salary: executive’s overall performance during the year ending, changes in organization role and scope of responsibility, current salary in relation to the position’s market value, any significant changes in the industry’s pay practices for comparable positions.
 
• Discretionary Annual Bonus Compensation: competitive industry practice with respect to size of awards, actual performance of the Company against budget and executive officer.
 
• Longer-term Incentive Awards: competitive industry practice with respect to size of awards, recent performance of the Company and the individual executive, applicable accounting rules for expensing equity awards, and shareholder concerns about dilution and overhang.
 
• Nonqualified Compensation and Benefits: tax rules on qualified benefit plans, likely replacement income benefits for executives compared to other categories of employees within the organization, competitive industry practice for comparable type and level of executive positions.
 
• Perquisites: the needs of the executive’s position, frequency of travel to other Company locations, or to meet with Company clients and prospective clients, and competitive industry practices for comparable executive roles.
 
• Employment Agreements:  where they serve Company needs for confidentiality about business practices and plans and preservation of the customer base (noncompetitions and nonsoliciation provisions) and competitive industry practices.
 
Basis for Defining Competitive Compensation Levels and Practices.  The types and levels of compensation included in the Company’s executive compensation program are generally consistent with current features and programming trends among similar size and type organizations in our local and regional marketplace.
 
 
 
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The compensation committee reviews survey reports on national and regional compensation practice within Company’s industry group, focusing on pay levels and practices among community banking and diversified financial services institutions based in the Mid-Atlantic Region and specifically the Greater Philadelphia metropolitan marketplace, having a level of total assets comparable to our own.  This range of institutions represents banking companies that are somewhat smaller and somewhat larger than Company.  The asset range will be modified from time to time as Company’s operating circumstances change.
 
For the 2010 program planning cycle, the compensation committee reviewed executive compensation information from the following institutions in Pennsylvania, and New Jersey. We expect a similar review to be completed in 2011.
 
Abington Bancorp, Inc.
First Chester County Corporation
The Bancorp, Inc.
VIST Financial Corp.
Bryn Mawr Bank Corporation
Royal Bancshares of Pennsylvania, Inc.

Program Components.  There are six (6) elements in the current executive compensation program:
 
Base Salary.  Base salary opportunities are based on industry practice for comparable jobs in like size and type community banking and financial service organizations.  Within the defined competitive range, an executive’s salary level is based initially on his qualifications for the assignment and experience in similar level and type roles.  Ongoing, salary adjustments reflect the individual’s overall performance of the job against organization expectations and may also reflect changes in industry practices.
 
Health & Welfare Benefits.  Executives participate in Company’s qualified health and welfare benefits program on the same terms and conditions as all other employees of the Company.
 
Annual Performance Incentives.  The Company pays bonus compensation which provides executives with opportunities to earn additional cash compensation in a given year.  Bonus compensation is discretionary, but Company and business unit operating results and individual performance contributions are considered.  Typical annual performance metrics for Company executives include net income, loan and deposit growth and net interest margin.  The determination of actual bonus amounts is not formulaic, but, rather, the result of a review of achievements by the chief executive officer and the compensation committee and the application of prevailing industry practices on annual incentive awards.
 
Longer-term Performance Incentives.  Executives are eligible to participate in longer-term incentive award plans established to focus executive efforts on the strategic directions and goals of the business and to reward them for their successes in increasing enterprise value.  Awards can result in additional cash compensation or equity grants in the form of stock options or restricted stock.  While the size of such awards may increase or decrease based on current business performance, it is the intention of the compensation committee to recommend some combination of the available awards at least annually as an incentive to focus executives’ future efforts on longer-term needs and objectives of the business.
 
 
 
- 19 -
 
 
•             
Equity Grant Plans.  Our Amended and Restated Stock Option and Restricted Stock Plan (the “Plan”) authorizes us to grant options to purchase shares of common stock to our employees, directors and consultants.  We can also grant restricted stock to this same group.  Our compensation committee is the administrator of the Plan.  Stock option or restricted stock grants may be made at the commencement of employment and from time to time to meet other specific retention or performance objectives, or for other reasons.  Periodic grants of stock options or restricted stock are made at the discretion of the compensation committee to eligible employees and, in appropriate circumstances, the compensation committee considers the recommendations of the chief executive officer.
 
•              
Deferred Compensation.  During 2009, our deferred compensation plan was frozen to new participants and Mr. Madonna is the only named executive officer who remains eligible for participation.  As such, he may receive, at the compensation committee’s discretion, a company contribution in an amount determined by the compensation committee.  Contributions vest three years after the plan year to which the contribution applies, or sooner upon a change of control.  The value and any earnings on participant accounts are determined by the changes in value of the investments selected by the participant, including the Company’s common stock.
 
Nonqualified Benefits and Perquisites.  We currently do not offer a nonqualified supplemental retirement income plan (SERP) to any of our executives, but our chief executive officer, as a former non-employee director, has an account balance in a now frozen retirement income plan for directors.
 
Perquisites for Company executives are generally limited automobile allowance or use of a Company-provided automobile, and, in a very few instances, a club membership.  Typically, these perquisites are provided in instances where such benefits can facilitate the conduct of business with corporate and high net worth clients.
 
Employment Agreements and Change in Control.  We have entered into employment agreements with Mr. Madonna, Mr. Logue and Ms. Costello, in each case because the agreements served certain company objectives and were consistent with competitive industry practices.  The agreements with Mr. Logue and Ms. Costello were instrumental in attracting them to join us.  All of the agreements include severance benefits, whether or not in connection with a change in control of the company, and obligations of the named executive officers to maintain confidentiality about business practices and plans, and for the preservation of our operations and customer base through restrictive covenants, including noncompetition and non-solicitation provisions.
 
2010 Compensation and Status of the Program and Likely Practices Going Forward. During 2009, we hired two of our named executive officers, our Chief Credit Officer, Jay Neilon, and our Chief Financial Officer, Frank Cavallaro, and their compensation was determined primarily in order to recruit them.  The salaries of Mr. Madonna, Mr. Logue and Ms. Costello were determined in accordance with their existing employment agreements.  Due primarily to the state of the economy in general and the financial services industry in particular, and our own financial performance, Mr. Madonna, Mr. Logue, Ms. Costello and Mr. Cavallaro did not receive a discretionary cash bonus during 2009.  Mr. Madonna received an option grant consistent with his employment agreement, and Mr. Logue, Ms. Costello, and Mr. Cavallaro each received an option grant, in part due to their recent hirings and limited prior grants.
 
 
 
- 20 -
 
 
Due to the Company’s recent financial and operating results, the compensation committee determined not to award any bonus compensation to our chief executive officer for 2007, 2008, or 2009 and only modest bonus compensation to certain other executive officers.  The compensation committee will evaluate award opportunities for executives, consistent with performance results.
 
Both stock option grants and deferred compensation contributions are likely to continue with the size of awards tracking with the performance results of the business.
 
It is possible that some of these future grants may include performance vesting in lieu of the traditional time vesting requirements attached to past grants.
 
Employment Agreements.  The compensation committee has responsibility for review of current and proposed employment agreements and will specifically authorize contract renewals.
 
Compliance with Sections 162(m) and 409A of the Internal Revenue Code.  Section 162(m) of the Internal Revenue Code provides that publicly held corporations may not deduct compensation paid to certain executive officers in excess of $1,000,000 annually, with certain exemptions for qualified “performance-based” compensation.  The Company has obtained shareholder approval of its stock option plan, and compensation earned pursuant to such plan is exempt from the Section 162(m) limit. Since we retain discretion over bonuses and certain amounts contributed to the deferred compensation plan, such amounts will not qualify for the exemption for performance-based compensation.  Such amounts have not been at levels that, together with other compensation, approached the $1,000,000 limit.  The Company believes its compensation policies reflect due consideration of Section 162(m).  We reserve the right, however, to use our judgment to authorize compensation payments that do not comply with the exemptions in Section 162(m) when we believe that such payments are appropriate and in the best interests of our shareholders, after taking into consideration changing business conditions or the executive officer’s performance.
 
It is also our intention to maintain our executive compensation arrangements in conformity with the requirements of Section 409A of the Internal Revenue Code, which imposes certain restrictions on deferred compensation arrangements. We have been engaged in a process of reviewing and modifying our deferred compensation arrangements in order to maintain compliance under Section 409A.
 
Compensation Committee Report
 
The compensation committee has reviewed and discussed the “Compensation Discussion and Analysis,” which begins at page 14 of this proxy statement, with management and, based on such review and discussions, the compensation committee recommended to the board of directors that the “Compensation Discussion and Analysis” be included in this proxy statement.
 
 
Respectfully submitted,
 
 
Barry L. Spevak (Chair)
 
Neal I. Rodin
 
Theodore J. Flocco, Jr.
 
 
- 21 -
 

Notwithstanding anything to the contrary set forth in any of the Company’s previous filings under the Securities Act or the Exchange Act that might incorporate future filings, including this Proxy Statement, in whole or in part, the preceding Compensation Committee Report shall not be incorporated by reference into any such filings nor shall they be deemed to be soliciting material or deemed to be filed with the SEC under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended.
 
Executive Compensation
 
The following table shows the annual compensation of our chief executive officer, our chief financial officer and the three most highly compensated executive officers of the company other than the chief executive officer and chief financial officer for the fiscal year ended December 31, 2010.  Collectively, these officers are referred to as our “named executive officers”.
 
2010 Summary Compensation Table
 
The following table shows the annual compensation of the Company’s named executive officers for the fiscal years ended December 31, 2010, 2009 and 2008.
 
Name and Principal Position
Year
Salary ($)
Bonus ($)
Option
Awards
(1) ($)
All Other
Compensation
($)
Total ($)
Harry D. Madonna
President and Chief Executive Officer (2)
2010
429,379
-
22,560
72,963
524,902
 
2009
439,230
-
31,680
149,216
620,126
 
2008
390,225
-
24,480
150,427
565,132
Andrew J. Logue
Chief Operating Officer (3)
2010
259,808
-
75,800
28,761
364,369
 
2009
250,000
-
19,700
10,585
280,285
 
2008
89,600
70,000
85,100
708
245,408
Rhonda Costello
Chief Retail Officer (4)
2010
203,270
-
42,800
25,972
272,042
 
2009
175,000
-
19,700
11,657
206,357
 
2008
64,808
55,000
85,100
604
205,512
Jay Neilon
Chief Credit Officer (5)
2010
185,000
-
21,400
23,996
230,396
 
2009
185,000
25,000
19,700
5,246
234,946
 
2008
-
-
-
-
-
Frank A. Cavallaro
Chief Financial Officer (6)
2010
160,000
-
-
17,339
177,339
 
2009
49,231
-
13,200
930
63,361
  2008  -  -  -  -  - 
 
 
(1)
The amount shown is the aggregate fair value as of the grant date in accordance with ASC 718-10.  The Black-Scholes option pricing model is utilized to determine the fair value of stock options.  Assumptions made in the valuation of option awards for financial statement reporting purposes are as follows:  In 2010, the following assumptions were utilized: a dividend yield of 0%; expected volatility of 33.67%; risk-free interest rate of 3.14% to 3.20% and an expected life of 7.0 years.  In 2009, the following assumptions were utilized:  a dividend yield of 0%; expected volatility of 21.58% to 27.61%; risk-free interest rate of 1.99% to 2.91% and an expected life of 7.0 years.  In 2008, the following assumptions were utilized:  a dividend yield of 0%; expected volatility of 24.98% to 34.52%; risk-free interest rate of 2.49% to 3.37% and an expected life of 7.0 years.  A dividend yield of 0% is utilized, because cash dividends have never been paid. The expected life reflects a 3 to 4 year “all or nothing” vesting period, the maximum ten year term and review of historical behavior. The volatility was based on Bloomberg’s seven year volatility calculation for “FRBK” stock. The risk-free interest rate is based on the seven year Treasury bond.
 
 
 
- 22 -
 
 
(2)    In 2010, all other compensation includes $30,579 of automobile and transportation allowance, $16,615 for a supplemental term life insurance policy, $11,612 of business development expense including a club membership which is sometimes used for personal purposes, $4,357 for a supplemental long-term disability policy, $9,800 in matching contributions made to the company’s 401(k) plan, and $0 in contributions by Republic to the deferred compensation plan maintained for the benefit of its officers and directors.
(3)
In 2010, all other compensation includes $18,961 of automobile and transportation allowance and $9,800 in matching contributions made to the Company’s 401(k) plan.
(4)
In 2010, all other compensation includes $17,918 of automobile and transportation allowance and $8,054 in matching contributions made to the Company’s 401(k) plan.
(5)
In 2010, all other compensation includes $16,596 of automobile and transportation allowance and $7,400 in matching contributions made to the Company’s 401(k) plan.
(6)
In 2010, all other compensation includes $11,925 of automobile and transportation allowance and $5,414 in matching contributions made to the Company’s 401(k) plan.

Grants of Plan-Based Awards in 2010
 
Name
Grant Date
All Other Option
Awards: Number
of Securities
Underlying
Options (#)
Exercise or Base
Price of Option
Awards ($ / Sh)
Closing Price on
Grant Date
($ / Sh)
Grant Date Fair
Value of Stock
and Option
Awards (1) ($)
Harry D. Madonna
January 27, 2010
12,000
4.50
4.50
22,560
Andrew J. Logue
January 19, 2010
20,000
5.12
5.12
42,800
Andrew J. Logue
April 29, 2010
20,000
3.95
3.95
33,000
Rhonda Costello
January 19, 2010
20,000
5.12
5.12
42,800
Jay M. Neilon
January 19, 2010
10,000
5.12
5.12
21,400

(1)
The grant date fair value was determined in accordance with ASC 718-10, by the Black-Scholes option pricing model.  The following assumptions were utilized: a dividend yield of 0%; expected volatility of 33.67%; a risk-free interest rate of 3.14% to 3.20%; and an expected life of 7.0 years. Options vest after three to four years from the date of the grant, and may be subject to acceleration upon completion of a change in control, as defined in the plan.

The Company’s compensation committee authorized the granting of the options in the table shown above. Options issued to Mr. Madonna represented the annual grant of options as per his employment contract.
 
Summary Compensation and Grants of Plan-Based Awards.  Our named executive officers receive from the Company a combination of base salary, health and welfare benefits, bonus compensation, long-tern incentive compensation in the form of stock option awards, qualified and nonqualified deferred compensation and perquisites.  Bonus compensation is paid at the discretion of the compensation committee of the Company’s board of directors after consideration of numerous factors, which may include net income, core deposits, loan growth, income from loan programs, and other factors set by the compensation committee.
 
 
- 23 -
 
 
Mr. Madonna currently serves as chairman of the board, president and chief executive officer of the Company and Chairman of the Board and Chief Executive Officer of the Bank, and the compensation paid to Mr. Madonna is determined, in large part, by the terms of his employment agreement.  On January 25, 2010, the Company, the Bank, and Mr. Madonna entered into an amended and restated employment agreement, effective January 1, 2010.  The amendments were initiated at Mr. Madonna’s request to reduce his annual compensation and certain other benefits in recognition of the state of the economy in general and the financial services industry in particular, as well as the financial performance of the Company and to further align the interests of the Company and Mr. Madonna.  Compared to the prior agreement, the amended and restated agreement extends the term of the agreement, reduces Mr. Madonna’s annual base salary, eliminates automatic annual compensation increases and guaranteed deferred compensation, reduces by 50% the costs to the Company and the Bank of providing health benefits, an automobile and certain other benefits, and eliminates the tax “gross-up” provision in the event of a change of control, as defined in the agreement.
 
The amended and restated employment agreement provides for Mr. Madonna’s continuing service as chairman of the board, president and chief executive officer of the Company and the Bank, for an initial term of three years beginning January 1, 2010 at an annual base salary of $425,000.  The Company and the Bank may terminate Mr. Madonna’s agreement with notice at least six months prior to the scheduled expiration/renewal date or any time for good reason.  Mr. Madonna may terminate the agreement with six months prior notice.  Mr. Madonna is also eligible to receive annual increases in base salary and annual bonuses in amounts determined in the sole discretion and determination of the Compensation Committee of the Company’s Board of Directors upon achieving mutually agreed upon budget criteria.  He may also receive discretionary deferred compensation.  Annually, for each of the three years of the agreement, Mr. Madonna will receive options to purchase 12,000 shares of the Company’s common stock at a per share exercise price equal to the price on the date of grant.  Options will vest four years after their date of grant.  Mr. Madonna will be provided one half the costs of an automobile and will be reimbursed for its operation, maintenance and insurance expenses.  Additionally, he will receive one half of the cost of health and disability insurance available to all employees, term life insurance for three times his salary, business related travel and entertainment expenses and club dues and expenses.  The agreement with Mr. Madonna provides for severance and change in control payments, which are discussed below under the caption, “Severance and Change in Control Benefits” on page 25.  It also provides for the non-disclosure by Mr. Madonna of confidential information acquired by him in the context of his employment with the Company and the Bank.
 
On August 20, 2008, we entered into an employment agreement with Mr. Logue which entitles him to an annual base salary of $250,000 per year, subject to annual review. In addition, Mr. Logue received a $50,000 signing bonus and an option to purchase 20,000 shares under the Plan described below.  He is also eligible to receive discretionary annual bonuses to be determined by the compensation committee for the board. Mr. Logue is eligible to participate in the standard benefit plans and programs offered to all full-time employees, paid time off, an automobile allowance and reimbursement for all reasonable and necessary expenses incurred during the performance of his duties.  On April 1, 2010, Mr. Logue’s employment agreement was amended to reflect his promotion to the position of President and Chief Operating Officer of the Bank.  In connection with Mr. Logue’s promotion, his base salary was increased to $265,000 per year and Mr. Logue received an option to purchase an additional 20,000 shares pursuant to the Plan.
 
 
- 24 -
 
 
Mr. Logue’s agreement also provides for severance benefits described below under “Severance and Change in Control Benefits”.  It also provides for the non-disclosure by Mr. Logue of confidential information acquired by him in the context of his employment, and for covenants providing for the non-solicitation of customers and employees and non-competition for a period of twelve months following any cessation of employment.
 
On August 26, 2008, we entered into an employment agreement with Ms. Costello, which entitles her to an annual base salary of $175,000 per year, subject to annual review. In addition, Ms. Costello received a $35,000 signing bonus and an option to purchase 20,000 shares under the Plan described below.  She is also eligible to receive discretionary annual bonuses to be determined by the compensation committee for the board. Ms. Costello is eligible to participate in the standard benefit plans and programs offered to all full-time employees, paid time off, an automobile allowance and reimbursement for all reasonable and necessary expenses incurred during the performance of her duties.
 
Ms. Costello’s agreement also provides for severance benefits described below under “Severance and Change in Control Benefits”.  It also provides for the non-disclosure by Ms. Costello of confidential information acquired by her in the context of her employment, and for covenants providing for the non-solicitation of customers and employees and non-competition for a period of twelve months following any cessation of employment.
 
The Company maintains the Amendment and Restatement No. 3 of the Stock Options Plan and Restricted Stock Plan of Republic First Bancorp, Inc. (“Plan”), under which the Company may grant options, restricted stock or stock appreciation rights to the Company’s employees, directors, and certain consultants.  Under the terms of the Plan, 1.5 million shares of common stock, plus an annual increase equal to the number of shares needed to restore the maximum number of shares that may be available for grant under the Plan to 1.5 million shares, are available for such grants.  As of December 31, 2010, the only grants under the Plan have been option grants.  The Plan provides that the exercise price of each option granted equals the market price of the Company’s stock on the date of grant. Any option granted vests within one to five years and has a maximum term of ten years.
 
 
 
- 25 -
 
 
Outstanding Equity Awards at December 31, 2010
 
Option Awards
 
Name
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable (1)
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
(1)(2)
Option
Exercise
Price ($) (1)
 
 
 
 
Option Vesting
Date
Option Expiration
Date
Harry D. Madonna
  
12,000
4.50
January 27, 2014
January 27, 2020
 
4,000
8,000
7.85
January 21, 2012(3)
January 21, 2019
   
12,000
5.99
January 23, 2012
January 23, 2018
   
13,200
11.77
January 2, 2011
January 2, 2017
 
27,104
  
10.05
  
April 20, 2015
 
25,342
  
6.16
  
January, 1, 2014
Andrew J. Logue
  
20,000
3.95
April 29, 2014
April 29, 2020
   
20,000
5.12
January 19, 2014
January 19, 2020
   
10,000
5.70
February 26, 2013
February 26, 2019
   
5,000
7.72
November 25, 2012
November 25, 2018
   
20,000
8.00
August 26, 2012
August 26, 2018
Rhonda Costello
  
20,000
5.12
January 19, 2014
January 19, 2020
   
10,000
5.70
February 26, 2013
February 26, 2019
   
5,000
7.72
November 25, 2012
November 25, 2018
   
20,000
8.00
August 26, 2012
August 26, 2018
Jay Neilon
  
10,000
5.12
January 19. 2014
January 19, 2020
   
10,000
5.70
February 26, 2013
February 26, 2019
Frank Cavallaro
  
7,500
5.71
September 2, 2013
September 2, 2019

(1)
The number of shares of common stock underlying options and the option exercise prices have been adjusted in accordance with their terms as a result of the Company’s 10% stock dividend in April, 2007.
(2)
All unexercisable options will vest on the earlier of the fourth anniversary of the date of grant, or upon completion of a change in control, as defined in the plan.  Date of grant is 10 years prior to option expiration date.
(3)
Options vest one-third on January 21, 2010, one-third on January 21, 2011, and one-third on January 21, 2012.


Pension Benefits at December 31, 2010
 
Name
Plan Name
Number of Years Credited
Service (1)
Present Value of
Accumulated Benefit ($)
Harry D. Madonna
Supplemental retirement benefits
18
210,883

(1)
Mr. Madonna's years of credited service and the present value of his accumulated benefit were determined as of December 31, 2010, which is the same pension plan measurement date that the Company used for financial statement reporting purposes with respect to its audited financial statements for the fiscal year ended December 31, 2010.
 
 
 
- 26 -
 

 
In 1992, the Company adopted a supplemental retirement plan for non-employee directors.  The plan was frozen to new participants in 1992, but the Company continues to maintain the plan for participants who served as non-employee directors in 1992.  At that time, Mr. Madonna was a non-employee director and he continues to be a participant in the plan.  The present value of accumulated benefit was calculated based upon the actuarial present value of accumulated benefits, calculated as of December 31, 2010, as described below. The plan provides for a retirement benefit of $25,000 per year for ten years, which payments may begin at the later of actual retirement date or 65 years of age. As Mr. Madonna has reached 65 years of age, the amount shown as the present value of the accumulated benefit is the amount necessary to fund $25,000 annual payments over a ten year period commencing as December 31, 2010, the end of the Company’s most recently completed fiscal year, determined using a 4% discount rate.
 
Nonqualified Deferred Compensation at December 31, 2010
 
Name
Executive
Contributions in
Last Fiscal Year
($)
Registrant
Contributions in
Last Fiscal Year
($)(1)
Aggregate
Earnings in Last
Fiscal Year
($) (2)
Aggregate
Withdrawals/
Distributions
in Last Fiscal Year
($)
Aggregate
Balance at Last
Fiscal Year-End
($)(3)
Harry D. Madonna
-
-
(22,374)
-
129,209

(1)
Company contributions are also included as other compensation in the Summary Compensation Table.
(2)
Mr. Madonna’s account is credited with gains, losses and expenses as if it had been invested in the common stock of the Company.   The amount reported is not included in the Summary Compensation Table.
(3)
The aggregate balances include company contributions of $0, $104,816, and $99,825 for Mr. Madonna, all included as other compensation in the Summary Compensation Table for 2010, 2009, and 2008, respectively.  Company contributions to the deferred compensation plan vest over a three year period or completion of a change in control, as defined in the plan.  On February 27, 2009, a vested benefit of $150,045 was distributed to Mr. Madonna. At December 31, 2010, the vested balance for Mr. Madonna was $60,658.

The Company maintains a deferred compensation plan for the benefit of certain officers and directors.  As of December 31, 2009, no additional individuals may participate in the plan and Mr. Madonna is the only named executive officer who is an eligible participant.  The plan permits certain participants to make elective contributions to their accounts, subject to applicable provisions of the Internal Revenue Code.  In addition, the Company may make discretionary contributions to participant accounts.  Company contributions are subject to vesting, and generally vest three years after the end of the plan year to which the contribution applies, subject to acceleration of vesting upon certain changes in control (as defined in the plan) and to forfeiture upon termination for cause (as defined in the plan).  Participant accounts are adjusted to reflect contributions and distributions, and income, gains, losses, and expenses as if the accounts had been invested in permitted investments selected by the participants, including Company common stock.  The plan provides for distributions upon retirement and, subject to applicable limitations under the Internal Revenue Code, limited hardship withdrawals.
 
 
- 27 -
 
 
Severance and Change in Control Benefits.  Mr. Madonna’s employment agreement with the Company and the Bank provides for certain severance and change in control benefits.  Upon the occurrence of a change in control (as defined in the agreement), termination for any reason other than death, resignation by the executive without cause (as defined in the agreement), termination by the Company or the Bank with good reason (as defined in the agreement), Mr. Madonna would receive a severance payment equal to three times his annual base salary plus three times his average bonus over the prior three years and three years of health and life insurance or cash in an amount equal to the cost of such insurance.  In the event that severance amounts and benefits payable to Mr. Madonna would subject him to excise taxes under section 4999 of the Internal Revenue Code, the Company would reduce the payments otherwise payable to Mr. Madonna to the extent necessary so that he would not be subject to such excise taxes.  Subject to compliance with Section 409A of the Internal Revenue Code, all severance payments are to be made in a lump sum within 30 days after the triggering event.  In the event that a trigger event had occurred on December 31, 2010, Mr. Madonna would have received $2.3 million in compensation and benefits.
 
The employment agreements for Mr. Logue and Mrs. Costello also provide for certain severance and change in control benefits. Both executives are entitled to the continuation of payments for base salary and the waiver of any premiums for continued coverage under the medical benefits plan for a period equal to the greater of three months or until the second anniversary of the date of hire.
 
The following table shows the estimated amount of payments and benefits that would be provided by the Company to the named executive officers under the plans and agreements described above assuming that their employment was terminated as of December 31, 2010, for various reasons as described below.
 
 
 
- 28 -
 
 
Reason for Termination of Employment
 
Name of Officer and
  Nature or Payment
Voluntary
By Executive
$
Termination by Us
Without Cause or
Termination by
Executive for Good
Reason
$
Cause
$
Death
$
Disability
$
Termination by Us
without Cause or
Termination by
Executive for Good
Reason in Connection
with a Change in
Control
$
Harry D. Madonna
            
     Total cash payment (2)
-
2,120,425
-
-
-
2,120,425
     Cost of continuation of benefits
-
   163,467
-
-
-
   163,467
     Value of accelerated stock awards (1)
-
-
-
-
-
-
          Total
-
2,283,892
-
-
-
2,283,892
             
Andrew J. Logue
            
     Total cash payment
-
  66,250
-
-
-
66,250
     Cost of continuation of benefits
-
    4,599
-
-
-
  4,599
     Value of accelerated stock awards (1)
-
-
-
-
-
-
          Total
-
  70,849
-
-
-
70,849
             
Rhonda Costello
            
     Total cash payment
-
 56,250
-
-
-
56,250
     Cost of continuation of benefits
-
   4,599
-
-
-
  4,599
 Value of accelerated stock awards (1)
-
-
-
-
-
-
          Total
-
 60,849
-
-
-
60,849
             
Jay Neilon
            
     Total cash payment
-
-
-
-
-
-
     Cost of continuation of benefits
-
-
-
-
-
-
     Value of accelerated stock awards (1)
-
-
-
-
-
-
          Total
-
-
-
-
-
-
             
Frank A. Cavallaro
            
     Total cash payment
-
-
-
-
-
-
     Cost of continuation of benefits
-
-
-
-
-
-
     Value of accelerated stock awards (1)
-
-
-
-
-
-
          Total
-
-
-
-
-
-

(1)
Represents the value of profit recognized on unvested stock options that would be accelerated as a result of the termination of employment. The profit is calculated by using the closing price of the Company’s stock as of December 31, 2010.
(2)
Includes $129,209, representing benefits payable under the deferred compensation plan, and $210,883, representing the present value of Mr. Madonna’s supplemental retirement benefits, or ten annual payments of $25,000 each, determined using a 4% discount rate.  In lieu of annual supplemental retirement benefit payments, Mr. Madonna may elect to receive an assignment of a life insurance policy, which had a cash surrender value of $220,727 at December 31, 2010.
 

 
 
- 29 -
 
Director Compensation
 
The following table sets forth information regarding compensation paid by the Company to its non-employee directors during 2010.
 
Director Compensation in 2010
 

Name
Fees Earned or
Paid in Cash
($)
Option Awards
(1), (2)
($)
Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings (3) ($)
All Other
Compensation
(4)
($)
Total
($)
William W. Batoff
        52,750
            5,640
       962
      5,000
     64,352
Robert J. Coleman
        36,750
            5,640
       -
      5,000
     47,390
Theodore J. Flocco, Jr.
        39,250
            5,640
       -
      5,000
     49,890
Lyle W. Hall, Jr.
        14,500
            5,640
       -
      4,000
     24,140
Neal I. Rodin
        37,500
            5,640
       7,435
      5,000
     55,575
Barry L. Spevak
        48,500
            5,640
       -
      5,000
     59,140
Harris Wildstein Esq.
        41,500
            5,640
       8,111
      5,000
     60,251
 
 
(1)
The amount shown is the aggregate fair value as of the grant date in accordance with ASC 718-10. See footnote (1) to the 2010 Summary Compensation Table for assumptions made in the valuation of option awards for financial statement reporting purposes.
(2)
Each director received a grant of 3,000 options on January 27, 2010.  Each such option vests three years after the date of grant, subject to acceleration upon completion of a change in control.  The fair value as of the date of grant for each director was $5,640.  As of December 31, 2010, the following directors had the following outstanding options: Mr. Batoff, 19,996; Mr. Coleman, 19,996; Mr. Flocco, 6,000; Mr. Hall, 10,996; Mr. Rodin, 19,996; Mr. Spevak, 19,996; and Mr. Wildstein, 76,914.
(3)
Amounts shown represent the 2010 expense for supplemental retirement benefits for directors who served as such in 1992, the year in which the benefit originated. The benefit is not provided to directors who joined the board of directors since 1992.
(4)
Amounts shown represent payments to directors for business development and other expenses incurred in their capacity as directors.

Employee directors receive no additional compensation for their service on the board.  During 2010, non-employee directors received a $6,000 quarterly retainer fee in January and April and a $9,000 quarterly retainer fee in July and October.  The audit committee chair received $1,500 for each audit committee meeting attended and from January through April 2010 each other member of the audit committee received $1,000 for each audit committee meeting attended.  In May 2010, the per meeting fee for each audit committee attended was increased to $1,500. The chair of all other board committees received a one-time payment of $2,000 during 2010 and from January through April each other member of those committees received $500 for each committee meeting attended.  In May 2010, the per meeting fee for each committee meeting attended was increased to $1,000.  Also during 2010, non-employee directors received an additional retainer of $1,000 per month from January through May for business development and other expenses incurred in connection with their service as directors.
 
Non-employee directors are eligible to receive grants of stock options under the Company’s stock option plan and restricted stock plan and grants are made from time to time, typically on an annual basis.  Certain non-employee directors, namely Messrs. Spevak and Wildstein, are also eligible to participate in the deferred compensation plan.  Prior to his death. Mr. Batoff was eligible to participate in the deferred compensation plan.
 
 
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
Transactions with related persons
 
The Bank has made, and expects to continue to make in the future, loans to directors and executive officers of the Company and the Bank, and to their family members, and to firms, corporations, and other entities in which they and their family members maintain interests. None of such loans are, as of the date of the Annual Report on Form 10-K, or were at December 31, 2010, nonaccrual, past due, restructured or potential problems, and all of such loans were made in the ordinary course of  business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Company or the Bank and did not involve more than the normal risk of collectability or present other unfavorable features.
 
Prior to January 31, 2005, First Bank of Delaware was a wholly owned subsidiary of the Company.  In January 2005, First Bank of Delaware was spun off from the Company.  Two of the Company’s six directors, Messrs. Madonna and Wildstein, are and continue to be members of First Bank of Delaware’s board of directors. Prior to his death, Mr. Batoff also served as a director of the First Bank of Delaware.  At the time First Bank of Delaware was spun off from the Company, the Bank and BSC Services Corporation, a wholly-owned subsidiary of First Bank of Delaware, entered into a number of agreements pursuant to which BSC Services Corporation provided support services to the Bank.  In December 2008, these agreements were terminated and the Company entered into similar agreements with First Bank of Delaware pursuant to which the Company would provide support services to First Bank of Delaware. The Company and First Bank of Delaware have substantially reduced all shared service arrangements.  The First Bank of Delaware reimbursed the Company $60,598 during 2010 for the remaining services shared between the two organizations.
 
Vernon W. Hill, II is a beneficial owner of more than five percent of the Company’s outstanding common stock as a result of his current holdings of common stock and certain convertible trust preferred securities.  Accordingly, he and his wife are considered related persons. We are party to a consulting agreement with Mr. Hill, pursuant to which he received $250,000 for services rendered during 2010.
 
In addition, we paid $195,000 during 2010 to InterArch Design, Inc., a company that is wholly-owned by Mr. Hill’s wife, for marketing support, website design, architectural, and interior design services. A significant portion of the fees paid during 2010 were related to one-time marketing efforts associated with rebranding to the name Republic Bank.
 
Review, approval or ratification of transactions with related persons
 
All transactions, including arrangements and relationships, with related persons that are required to be disclosed pursuant to Item 404 of Securities and Exchange Commission Regulation S-K are approved by our board of directors.  Extensions of credit to insiders, including related persons, are made pursuant to a written policy designed to ensure compliance with Federal Reserve Board Regulation O, the primary federal banking regulation which governs extensions of credit to insiders, and is applicable to the Bank.
 
 
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CODE OF ETHICS
 
The Company has adopted a code of ethics that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.  The text of the Company’s code of ethics is available on the Company’s website at www.myrepublicbank.com.
 

 
PROPOSAL 2
 
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
The Company’s independent registered public accounting firm for the fiscal year ended December 31, 2010 was the firm of ParenteBeard LLC  (“ParenteBeard”).  The audit committee selected ParenteBeard as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2011. Although the Company is not required to do so, the Company believes that it is appropriate for it to request shareholder ratification of the appointment of ParenteBeard as its independent registered public accounting firm for the fiscal year ending December 31, 2011. If shareholders do not ratify the appointment, the Audit Committee will investigate the reasons for the shareholders’ rejection and reconsider the appointment, but it will not be required to and may not change the appointment of the Company’s independent registered public accounting firm. In addition, even if the shareholders ratify the selection of ParenteBeard, the Audit Committee may, in its discretion, appoint a different independent registered public accounting firm at any time during the year if the Audit Committee determines that a change is in the best interest of the Company.

The Company has been advised that representatives of ParenteBeard will be present at the Annual Meeting with the opportunity to make a statement if the representatives desire to do so. It is expected that the representatives will be available to respond to appropriate questions.

Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF PARENTEBEARD LLC AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.
 
 
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INFORMATION REGARDING INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Prior to October 1, 2009, the Company’s independent registered public accounting firm was Beard Miller Company LLP.  On October 1, 2009, Beard notified the Company that the client-auditor relationship between the Company and Beard had ceased as the audit practice of Beard Miller Company LLP was combined with ParenteBeard LLC, or ParenteBeard, in a transaction pursuant to which Beard combined its operations with ParenteBeard and certain of the professional staff and partners of Beard joined ParenteBeard either as employees or partners of ParenteBeard. With the approval of our audit committee on October 1, 2009, ParenteBeard was engaged as the Company’s independent registered public accounting firm upon the cessation of the client-auditor relationship with Beard for the fiscal year ended December 31, 2009.

Prior to engaging ParenteBeard, the Company did not consult with ParenteBeard regarding the application of accounting principles to a specific completed or contemplated transaction or regarding the type of audit opinions that might be rendered by ParenteBeard on the Company’s financial statements, and ParenteBeard did not provide any written or oral advice that was an important factor considered by the Company in reaching a decision as to any such accounting, auditing or financial reporting issue.
 
The report of independent registered public accounting firm of Beard regarding the Company’s financial statements for the fiscal years ended December 31, 2008 and 2007 did not contain any adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles.
 
During the years ended December 31, 2008, 2007, and 2006, and during the interim period from the end of the most recently completed fiscal year through October 1, 2009, the date of resignation, there were no disagreements with Beard on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Beard would have caused it to make reference to such disagreement in its reports.
 
 
 
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The following table presents the aggregate fees billed by ParenteBeard, the Company’s independent registered public accounting firm, for the fiscal years ended December 31, 2010 and 2009.
 
Fee Category
  
2010 Fees
    
2009 Fees
  
Audit Fees (1)
   $ 198,677     $ 211,847  
Audit-Related Fees (2)
     91,317       19,063  
Tax Fees (3)
     36,301       31,084  
All Other Fees (4)
     —       —  
Total Fees
   $ 326,295     $ 261,994  

(1)  
Audit Fees consist of fees billed for professional services rendered for the audit of the Company’s consolidated financial statements, internal control over financial reporting and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by ParenteBeard, LLC in connection with statutory and regulatory filings or engagements.
(2)  
Audit-Related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.”  Includes fees for services related to the employee benefit plan audit, due diligence related to mergers, acquisitions and a capital raise, and other attest services not required by statute or regulation.
(3)  
Tax Fees consist of fees billed for professional services for tax compliance, tax advice and tax planning.  These services include assistance regarding federal and state tax compliance, tax audit defense, customs and duties, and mergers and acquisitions.
(4)  
All Other Fees consist of fees billed for products and services provided by the independent registered public accounting firm, other than those services described above.

The audit committee meets with our independent auditors to approve the annual scope of accounting services to be performed and the related fee estimates.  The audit committee also meets with the Company’s independent auditors, on a quarterly basis, following completion of their quarterly reviews and annual audit and prior to the Company’s earnings announcements, to review the results of their auditors’ work.  During the course of the year, the chairman of the audit committee has the authority to pre-approve requests for services that were not approved in the annual pre-approval process.  The chairman reports any interim pre-approvals at the following quarterly meeting.  At each of the meetings, management and the Company’s independent auditors update the audit committee with material changes to any service engagement and related fee estimates as compared to amounts previously approved. All of the audit and non-audit services performed by ParenteBeard for the Company in fiscal years 2009 and 2010 and described above were pre-approved by the audit committee in accordance with the foregoing procedures.
 
 
 
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
 
Section 16(a) of the Exchange Act requires the Company’s officers and directors and persons who own more than 10% of a registered class of the Company’s equity securities (collectively, the “Reporting Persons”) to file reports of ownership and changes in ownership with the SEC and to furnish the Company with copies of these reports.  Based on the Company’s review of the copies of the reports filed by such persons and written representations, the Company believes that all filings required to be made by Reporting Persons for the period from January 1, 2010 through December 31, 2010 were made on a timely basis with the exception of Mr. Neilon who did not timely report on his Form 3 an option award.  Subsequent to December 31, 2010, each Executive Officer and Director, as listed on the Security Ownership of Certain Beneficial Owners and Management, with the exception of Brian P. Tierney (director nominee), did not timely report on a Form 4 the receipt of a stock option award.
 
SHAREHOLDER PROPOSALS AND NOMINATIONS FOR THE 2012 ANNUAL MEETING
 
Any shareholder who intends to present a proposal for consideration at the Company’s 2012 Annual Meeting of Shareholders must submit her or his proposal to the Company no later than November 29, 2011, in order to have the Company consider the inclusion of such proposal in the Company’s 2012 Proxy Statement relating to the 2012 Annual Meeting.  Reference is made to SEC Rule 14a-8 for information concerning the content and form of such proposal and the manner in which such proposal must be made.
 
Any shareholder who intends to present a proposal for consideration at the Company’s 2012 Annual Meeting of Shareholders outside of the process of SEC Rule 14a-8 must deliver written notice of any proposed director nomination or other proposal for consideration at the Company’s 2012 Annual Meeting of Stockholders to the Corporate Secretary no later than November 29, 2011, pursuant to the Company’s advance notice by-law.  This requirement is separate from and in addition to the SEC requirements that a shareholder must meet in order to have a shareholder proposal included in the Company’s proxy statement.
 
Nominations for election to the board of directors at the 2012 Annual Meeting may be made only in writing by a shareholder entitled to vote at the 2012 Annual Meeting of Shareholders.  Such nominations must be addressed as follows:  Kemma Brown, Corporate Secretary, Republic First Bancorp, Inc., Two Liberty Place, 50 S. 16th Street, Suite 2400, Philadelphia, PA 19102.  Nominations for the 2012 Annual Meeting must be received by the Corporate Secretary no later than November 29, 2011, and must be accompanied by the following information: (i) the name and address of the shareholder who intends to make the nomination; (ii) a representation that the shareholder is a holder of record of stock entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iii) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder; (iv) such other information regarding each nominee proposed by such shareholder as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the SEC had each nominee been nominated or intended to be nominated by the board; and (v) the consent of each nominee to serve as a director of the Company if so elected.  The Chairman of any meeting of shareholders held to elect directors and the board of directors may refuse to recognize the nomination of any person not made in compliance with such provisions.
 
 
 
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REPORTS AND OTHER DOCUMENTS
 
Annual Report
 
A copy of the Company’s 2010 Annual Report to Shareholders accompanies this proxy statement.  On written request, we will provide, without charge, a copy of our Annual Report on Form 10-K for the year ended December 31, 2010, as filed with the SEC (including a list briefly describing the exhibits thereto), to any record holder or beneficial owner of common stock at the close of business on March 15, 2011, the record date for the annual meeting, or to any person who subsequently becomes such a record holder or beneficial owner.  Additionally, our proxy statement, annual report to shareholders, and proxy card are available on the internet at http://www.cfpproxy.com/5412.  Requests for copies should be directed to Kemma Brown, Corporate Secretary, Republic First Bancorp, Inc., Two Liberty Place, 50 S. 16th Street, Suite 2400, Philadelphia, PA  19102, (215) 735-4422, extension 5251.
 
Security Holders Sharing an Address
 
Only one copy of this Proxy Statement and the accompanying 2010 Annual Report to Shareholders and Form 10-K are being delivered to multiple shareholders sharing an address unless the Company has previously received contrary instructions from one or more of such shareholders.  On written or oral request to Kemma Brown, Corporate Secretary, Two Liberty Place, 50 S. 16th Street, Suite 2400, Philadelphia, PA  19102, (215) 735-4422, extension 5251, the Company will deliver promptly a separate copy of this Proxy Statement and the accompanying 2010 Annual Report to Shareholders and Form 10-K to a shareholder at a shared address to which a single copy of the documents was delivered.  Shareholders sharing an address who wish, in the future, to receive separate copies or a single copy of our Proxy Statements and annual reports should provide written or oral notice to the Corporate Secretary at the address and telephone number set forth above.
 
IT IS IMPORTANT THAT YOU VOTE PROMPTLY, REGARDLESS OF THE NUMBER OF SHARES YOU OWN.  PLEASE COMPLETE, SIGN AND MAIL THE ENCLOSED PROXY CARD IN THE ACCOMPANYING ENVELOPE, OR VOTE BY TELEPHONE OR BY INTERNET, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING.


 
By Order of the Board of Directors
   
   
 
/s/ Kemma Brown
 
Corporate Secretary


Philadelphia, Pennsylvania
March 23, 2011
 
 
 
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