FORM EMPLOYMENT AGREEMENT

Exhibit 10.3

FORM

EMPLOYMENT AGREEMENT

PENNSYLVANIA COMMERCE BANCORP, INC. AND

COMMERCE BANK/HARRISBURG

EFFECTIVE DATE FEBRUARY 23, 2009

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EMPLOYMENT AGREEMENT

This Agreement is dated effective as of February 23, 2009, by and between PENNSYLVANIA COMMERCE BANCORP, INC., a Pennsylvania corporation (“Commerce”), and COMMERCE BANK/HARRISBURG, a Pennsylvania bank and a wholly-owned subsidiary of Commerce (“COBH”), and                              (“Executive”).

BACKGROUND

Executive is employed as a                                 of Commerce and COBH.  The Boards of Directors of Commerce and COBH (separately or collectively, the "Board") have determined that the services of Executive in this capacity are valuable to Commerce and COBH. Accordingly, the Board wishes to have Executive’s services available to Commerce for at least two (2) years and to provide supplemental benefits to Executive should his/her employment with Commerce terminate under certain circumstances or should he/she die or become disabled before the termination of this Agreement.

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

1.1 Commerce offers Executive employment, and Executive accepts such employment, subject to all the terms and conditions of this Agreement, for a term of two (2) years beginning on the date stated above, and, subject to automatic renewal and extension as stated below and to Commerce's and COBH’s right to terminate his/her employment as stated below. Notwithstanding anything provided to the contrary, on each Anniversary Date of this Agreement, this Agreement and Executive’s employment shall automatically be renewed and extended (upon the same terms and conditions) for a new two (2) year term unless written notice by either party is given pursuant to Section 1.2 below. " Term " means the original two (2) year employment period, as well as any renewed or extended periods as provided for in this Agreement. “Anniversary Date” means March 1, 2010, as well as each annual March 1 ^st thereafter if this Agreement is automatically renewed or extended.

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

2.1 During the Term, Executive shall be employed as a                                    of Commerce and COBH and shall have such powers and duties as may from time to time be prescribed by the respective executive officers and Board of Directors of

Employment Agreement

Commerce and COBH. Executive agrees to his/her continued employment and to devote his/her full time and efforts to the business and affairs of Commerce, COBH and their subsidiaries, if any, and to use his/her best efforts to promote the interests of Commerce, COBH and their subsidiaries.

3.1 Commerce shall pay the following compensation to Executive for all services to be rendered by him/her under this Agreement and for all positions held by him/her during the Term, payable at regular intervals in accordance with Commerce's normal payroll practices now or subsequently in effect:  “ base salary” at the rate of                    per year, subject to an annual review and such upward adjustments as may be deemed appropriate by the Board or a Board-designated Committee.  The Board or Board-designated Committee may approve an increase in salary for Executive, but shall have no obligation to do so.  For this Agreement, a “ year” shall be deemed to commence upon the signing of this Agreement and on January 1 of each subsequent calendar year. Compensation for a portion of a year shall be pro-rated.

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

4.1 During the Term, Executive shall be entitled to participate in any bonus programs, incentive compensation plans, stock option plans or similar benefit or compensation programs now or hereafter in effect which are generally made available from time to time to executive officers of Commerce. For any period less than a full year during the Term, Executive shall receive an amount equal to the prorated portion of the compensation payable pursuant to such plan or program.  Any annual bonus (or prorated portion of an annual bonus) earned and payable to Executive hereunder shall be paid on or after January 1 but not later than March 15 of the calendar year following the calendar year for which the annual bonus (or prorated portion of an annual bonus) is earned.

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

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

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

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

5.2 If Executive’s employment shall terminate for cause, then Commerce shall pay Executive in accordance with the regular payroll practices of Commerce, his/her full base salary through the date of termination at the rate in effect at the time notice of termination is given and Commerce shall have no further obligations to Executive under this Agreement other than to pay Executive such other compensation as may have accrued and be due him/her pursuant to Section 4 above.

6.1 If Executive becomes disabled while employed during the Term, this Agreement will not terminate at such time but Executive shall be placed on disability leave until the first to occur of the expiration of this Agreement or Executive’s recovery from disability, but in no event longer than twenty-nine (29) months.  Commerce shall compensate Executive during the disability leave at a rate equal to 70% of his/her annual base salary at the time he became disabled. Commerce agrees that it will make the payments due under this Section 6.1 on the first day of each month, commencing with the first day of the month following the month in which he is determined to be disabled, in an amount equal to 1/12 of 70% of his/her annual base salary at the time he is determined to be disabled. Such payments shall be reduced each month, however, by the amount of any disability payments made to Executive under any Commerce-sponsored disability insurance plan.  The amount of the reduction under the preceding sentence shall be computed as if Executive had elected to receive monthly payments of disability benefits (regardless of the actual payment frequency).  If Executive becomes disabled as provided in this Section 6, then he shall nonetheless continue, after becoming so disabled and until the end of the Term, to be entitled to receive at Commerce's expense such group hospitalization coverage, life insurance coverage and disability coverage as is generally made available from time to time to executive officers of Commerce, if and to the extent permitted by the respective insurers of such coverage. Until such time as Executive is determined to be disabled, Executive shall continue to receive his/her full base salary and other compensation and fringe benefits due him/her under Section 4 above.

6.2 For this Agreement, Executive shall be deemed to have become "disabled” upon his/her inability to perform the duties and services of the character contemplated by this Agreement, because of any medically determinable physical or mental impairment that can be

Employment Agreement

expected to result in death or can be expected to last for a continuous period of not less than six (6) months.

6.3 If Executive dies during the Term while employed hereunder, then his/her employment and his/her rights to compensation hereunder shall automatically terminate at the close of the calendar week in which death occurs.  Any amount owed to Executive upon his/her death shall be paid to the personal representative of Executive’s estate.

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

(i) Commerce shall pay to Executive his/her full base salary through the date of termination in accordance with the regular payroll practices of Commerce, and any compensation due him/her as provided in Section 4 above; and

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

7.2 If Executive shall terminate his/her employment following a C hange in Control or for "Good Reason" (as defined in Section 8 below) then:

(i) Commerce shall pay to Executive his/her full base salary through the date of termination in accordance with the regular payroll practices of Commerce and any other compensation due him/her as provided in Section 4 above; and

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

7.3 Upon termination of Executive’s employment as set forth in either Section 7.1 or 7.2 above, Commerce shall have its independent certified public accountant promptly determine the aggregate present value pursuant to Section 280G(d)(4) of the Internal Revenue Code of 1986, as amended (the "Code") ,   of all amounts payable to Executive under this Agreement, and of all other amounts payable to Executive upon or by reason of his/her termination which are determined in good faith by Commerce’s independent certified public accountant to be "parachute payments" (as defined in Section 280G(b)(2) of the Code and the regulations promulgated thereunder) made pursuant to agreements or plans which are subject to Section 280G. Such determination of present value and of other amounts constituting "parachute payments" is binding; provided that if Executive obtains an opinion of counsel satisfactory to Commerce or an Internal Revenue Service ruling to the effect that the method of determining present value was improper or

Employment Agreement

that specified payments did not constitute "parachute payments," calculations will be made in accordance with such opinion or ruling. The determinations pursuant to this Section shall not change the form of payment (other than reduce, if necessary) or delay the payment of amounts due Executive under this Agreement.  In the event the aggregate present value of all benefits under this Agreement and other "parachute payments" is equal to or in excess of 300% of Executive’s  "base amount"  as defined in Section 280G(b)(3)(A) and the regulations thereunder, Executive waives the right to "parachute payments" sufficient to reduce the present value of all such payments below 300% of the "base amount."  If any reduction in payments is required pursuant to this Section, payments under this Agreement and all other amounts payable to Executive upon or by reason of his/her termination shall be reduced proportionately.  If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue service proceeding that, notwithstanding the good faith of Executive, Commerce and Commerce’s independent certified public accountant  in applying the terms of this Section 7, the aggregate "parachute payments" paid to or for Executive’s benefit are in an amount that would result in any portion of such "parachute payments" not being deductible by Commerce or any affiliate by reason of Section 280G of the Code, then Executive shall have an obligation to pay Commerce upon demand an amount equal to the sum of (i) the excess of the aggregate "parachute payments" paid to or for Executive’s benefit without any portion of such "parachute payments" not being deductible by reason of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate (as defined in Section 1274(d) of the Code) from the date of Executive’s receipt of such excess until the date of such payment.

7.4 In addition to the other compensation set forth in either Section 7.1 or 7.2 above, upon termination of Executive’s