8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  December 13, 2015

The Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number:  000-51018

Delaware	23-3016517
(State or other jurisdiction of	(IRS Employer
incorporation)	Identification No.)

409 Silverside Road

Wilmington, DE 19809

(Address of principal executive offices, including zip code)

302-385-5000

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b)On December 13, 2015, Frank M. Mastrangelo, Chief Executive Officer, President and a director of The Bancorp, Inc. and President and a director of The Bancorp Bank, resigned all such positions, effective on that date. Mr. Mastrangelo was appointed Technologist in Residence at The Bancorp, Inc. effective December 13, 2015.

(c)Effective as of December 13, 2015, the board of directors of each of The Bancorp, Inc. and The Bancorp Bank appointed John C. Chrystal, a member of both boards of directors since 2013, as Interim Chief Executive Officer of The Bancorp, Inc. and President of The Bancorp Bank, subject to regulatory review. In addition to his serving as a director of The Bancorp, Inc. and The Bancorp Bank, Mr. Chrystal, age 56, has served as a director of Javelin Mortgage Investments, Inc. (a mortgage real estate investment trust) since 2012, a director of the Trust for Advised Portfolios (a mutual fund series trust focused on equities, credit alternatives and multiple asset classes) since 2010, and a director of Morgan Stanley Derivative Products, Inc. (an entity providing credit enhancement for select derivative transactions) since 2010. From 2009 to 2012 he was the Managing Partner and founder of Bent Gate Advisors, LLC (a firm providing strategic advice to financial institutions), and from 2005 through 2008 was the Chief Risk Officer of DiMaio Ahmad Capital (an investment management firm focused on corporate credit markets). Prior thereto, Mr. Chrystal was a Managing Director with Credit Suisse entities, with oversight of asset management and financial products functions.

(e)In connection with Mr. Chrystal's appointment, Mr. Chrystal received an offer letter which provides for salary at an annual rate of $600,000, eligibility for equity grants as may be determined by the Compensation Committee of the board of directors of The Bancorp, Inc., and participation in the standard benefits offered by The Bancorp, Inc. to its employees. Under the letter, either Mr. Chrystal or The Bancorp, Inc. may terminate Mr. Chrystal's employment at any time with or without cause.

Item 9.01Financial Statements and Exhibits

Exhibit Number	Description
10.1	Offer Letter dated December 13, 2015 between The Bancorp, Inc. and John C. Chrystal

Signature(s)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  December 15, 2015	The Bancorp, Inc.
	By:	/s/ Paul Frenkiel
	Name:	Paul Frenkiel
	Title:	Executive Vice President, Chief Financial Officer and Secretary

EXHIBIT INDEX

Exhibit Number	Description
10.1	Offer Letter dated December 13, 2015 between The Bancorp, Inc. and John C. Chrystal

EX-10.1

409 Silverside Road Suite 105 Wilmington, DE 19809 o +1 302.385.5000 f +1 302.385.5194   thebancorp.com

December 8, 2015

John C. Chrystal 259 Branding Lane

PO Box 5180

Snowmass Village, CO 81615

Dear John,

We at The Bancorp are pleased to extend to you an offer of employment for you to join our organization as Interim CEO of The Bancorp Inc. and Interim President of The Bancorp Bank.

This position would be based at our corporate headquarters, located at 409 Silverside Road, Suite 105, Wilmington, DE 19809. This position consists of a forty hour work week and may require some flexibility to accommodate any additional time necessary to complete pending projects, as well as occasional overnight travel time to our service offices.

As discussed, your start date is December 14, 2015. The offer we extend is:

· Annual Salary of $600,000.00

· Eligibility for equity interests (as Board's Compensation Committee determines)

· The Bancorp will pay for temporary housing during your employment.

In addition to the above, please be aware that we offer an excellent Benefits Package to our employees. These benefits would include:

· Healthcare coverage, provided through Highmark Delaware Blue Cross Blue Shield (three plan options: EPO and two High Deductible Health Plans)

· Access to a Health Savings Account (if enrolled in our HDHP's through Health Equity)

· Access to Flexible Spending Account(s)

· Dental Insurance coverage

· Life Insurance coverage (free to employee at 2x annual salary w/ a max. benefit of $200,000.00) and access to additional Life Insurance coverage for spouse and dependents

· Short-term and Long-term disability coverage

· An exceptional 401K Plan

Eligibility for these benefits begins the first of the month following date of employment. Your date of eligibility, based upon your start date of December 14, 2015 will be January 1, 2016. 401k eligibility is January 22, 2016

As a full time employee you are also eligible to participate in our Flexible Spending Account effective January 8, 2016 as well as some additional voluntary benefits. We also encourage all employees to participate in our Wellness program with Wellworks. Participation may make you eligible for discounts on your healthcare contributions in 2017.

The Bancorp's Paid Time-off (PTO) policy at the Executive level is twenty-three (23) days per year, which is accrued at 1.9 days per month. Please note that PTO time includes sick time, personal time and vacation time. In 2015 you will be eligible for TBD PTO days. In 2016 you will be eligible for the full twenty-three (23) days as accrued and concurrent with our policies.

This offer is contingent upon our checking your credit and criminal background history, as standard procedure. In the event we do not receive a favorable credit and criminal background check, this offer of employment will be void. This offer is also contingent upon all required supervisory approvals or non-objection. If such approvals or non-objection are not received, this offer of employment will be void.

Employment with The Bancorp is voluntary, and at will, you may terminate your employment at any time without cause or advance notice. Likewise, The Bancorp may terminate your employment at any time with or without cause or advance notice.

The Bancorp extends this offer with the understanding that you have not signed any agreement with any prior or existing employer which includes restrictions on your ability to compete; to contact customers, clients or employees; or to use and or/disclose business, client or customer information. If there are such agreements, please provide The Bancorp with a copy of the agreement so we can consider whether and to what extent the agreement may preclude and/or restrict your employment with our organization.

We hope you will find working at The Bancorp to be a rewarding experience. The Executive Team as well as the company-at-large, look forward to the talent and expertise you are able to contribute to our organization and The Bancorp brand.

If you have any questions or concerns, please feel free to contact me via e-mail at bmccabe@thebancorp.com or phone 302.385.5349.

Regards,

Bernie McCabe

Senior Vice President

Human Resources

I agree to and accept the foregoing terms of employment offer

John Chrystal
/s/ John Chrystal

December 15, 2015

Employee Acceptance Signature

(Please sign one copy and return to HR in the enclosed envelope)