Grand Central Financial Corp Sample Contracts

ADOPTION AGREEMENT FOR CENTRAL FEDERAL BANK EMPLOYEES' SAVINGS & PROFIT SHARING PLAN AND TRUST
Agreement • March 30th, 2004 • Central Federal Corp • Savings institution, federally chartered • New York
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EXHIBIT 10.1 EMPLOYMENT AGREEMENT BETWEEN GRAND CENTRAL FINANCIAL CORP. AND WILLIAM R. WILLIAMS
Employment Agreement • March 31st, 1999 • Grand Central Financial Corp • Savings institution, federally chartered • Delaware
CENTRAL FEDERAL CORPORATION Exhibit 10.1 AMENDMENT TO SALARY CONTINUATION AGREEMENT CFBANK
Continuation Agreement • May 16th, 2005 • Central Federal Corp • Savings institution, federally chartered
SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • December 21st, 2018 • Central Federal Corp • Savings institution, federally chartered • New York

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of December 20, 2018, and is made by and among Central Federal Corporation, a Delaware corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined herein) identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).

EXHIBIT 10.5 EMPLOYMENT AGREEMENT BETWEEN CENTRAL FEDERAL SAVINGS AND LOAN ASSOCIATION OF WELLSVILLE AND WILLIAM R. WILLIAMS
Employment Agreement • March 31st, 1999 • Grand Central Financial Corp • Savings institution, federally chartered • Ohio
EXHIBIT 10.2 EMPLOYMENT AGREEMENT BETWEEN GRAND CENTRAL FINANCIAL CORP. AND JOHN A. RIFE
Employment Agreement • March 31st, 1999 • Grand Central Financial Corp • Savings institution, federally chartered

Mr. Rife's Employment Agreement is the same as the Employment Agreement in Exhibit 10.1, which is incorporated herein by reference except as to: (i) the name of the signatory, which is John A. Rife; (ii) the signatory for the Company, which is William R. Williams; (iii) the position in Section 1, which is Executive Vice President and Treasurer; and (iv) the amount of the base salary in Section 3(a), which is $92,961.

CENTRAL FEDERAL CORPORATION REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 31st, 2019 • Central Federal Corp • Savings institution, federally chartered • Delaware

This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 31, 2019, by and among Central Federal Corporation, a Delaware corporation (the “Company”), and the purchaser(s) signatory hereto (each a “Registration Rights Purchaser” and collectively, the “Registration Rights Purchasers”).

EMPLOYMENT AGREEMENT
Employment Agreement • January 27th, 2023 • Cf Bankshares Inc. • National commercial banks • Ohio

This Employment Agreement (this “Agreement”) is entered into effective the 25th day of January, 2023 (the “Effective Date”), by and among CF Bankshares Inc. (the “Corporation”), its wholly-owned subsidiary, CFBank, National Association (the “Bank”, collectively with the Corporation referred to as the “Employer”), and Kevin Beerman, an individual (the “Executive”).

CENTRAL FEDERAL CORPORATION (a Delaware corporation) 2,000,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • December 1st, 2005 • Central Federal Corp • Savings institution, federally chartered • New York

THIS UNDERWRITING AGREEMENT (this “Agreement”) is made and entered into this ___day of October, 2005 by and between Central Federal Corporation, a Delaware corporation (the “Company”), and Ryan Beck & Co, Inc. (the “Underwriter”). The Company hereby confirms its agreement with the Underwriter with respect to the issue and sale by the Company and the purchase by the Underwriter of 2,000,000 shares (the “Initial Securities”) of the Company’s $0.01 par value common stock (“Common Stock”). The Company also proposes to issue and sell to the Underwriter, at the Underwriter’s option, up to an additional 300,000 shares of Common Stock (the “Option Securities”) as set forth herein. The term “Securities” as used herein, unless indicated otherwise, shall mean the Initial Securities and the Option Securities.

WARRANT AGREEMENT
Warrant Agreement • February 3rd, 2012 • Central Federal Corp • Savings institution, federally chartered • New Jersey

THIS WARRANT AGREEMENT, dated as of this day of , 2012 by and between CENTRAL FEDERAL CORPORATION, a Delaware corporation (the “Company”), and Registrar and Transfer Company, a New Jersey corporation (the “Warrant Agent”).

CFBANK, NATIONAL ASSOCIATION DEFERRED CASH INCENTIVE AGREEMENT
Deferred Cash Incentive Agreement • March 31st, 2023 • Cf Bankshares Inc. • National commercial banks • Ohio

THIS DEFERRED CASH INCENTIVE AGREEMENT (this “Agreement”) is made by and between CFBank, National Association, Worthington, Ohio, an Ohio banking association (the “Bank”), or any other successor, transferee, or assignees, and Timothy O’Dell (the “Participant”).

AMENDED STANDBY PURCHASE AGREEMENT
Purchase Agreement • May 4th, 2012 • Central Federal Corp • Savings institution, federally chartered • Ohio

THIS STANDBY PURCHASE AGREEMENT (this “Agreement”), dated as of April 15, 2012, is by and among Central Federal Corporation, a Delaware corporation (the “Company”), and (a “Standby Purchaser”).

AMENDMENT TO EMPLOYMENT AGREEMENT CF BANK
Employment Agreement • March 30th, 2005 • Central Federal Corp • Savings institution, federally chartered
SECURITIES PURCHASE AGREEMENT dated October 25, 2019 by and among CENTRAL FEDERAL CORPORATION and THE PURCHASERS IDENTIFIED ON THE SIGNATURE PAGES HERETO
Securities Purchase Agreement • October 31st, 2019 • Central Federal Corp • Savings institution, federally chartered • Delaware

This Securities Purchase Agreement (this “Agreement”) is dated as of October 25, 2019, by and among Central Federal Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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CENTRAL FEDERAL CORPORATION EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT
Employee Restricted Stock Award Agreement • March 16th, 2020 • Central Federal Corp • National commercial banks • Ohio

Central Federal Corporation (the “Company”) hereby grants the undersigned Participant an award of Restricted Stock (the “Award”), subject to the terms and conditions described in the Central Federal Corporation 2019 Equity Incentive Plan, as amended (the “Plan”), and this Restricted Stock Award Agreement (this “Award Agreement”). This grant is made in consideration of the non-solicitation covenants set forth in Section 8 of this Award Agreement.

CFBANK, NATIONAL ASSOCIATION DEFERRED CASH INCENTIVE AGREEMENT
Deferred Cash Incentive Agreement • May 10th, 2022 • Cf Bankshares Inc. • National commercial banks • Ohio

THIS DEFERRED CASH INCENTIVE AGREEMENT (this “Agreement”) is made by and between CFBank, National Association, Worthington, Ohio, an Ohio banking association (the “Bank”), or any other successor, transferee, or assignees, and Kevin Beerman (the “Participant”).

CENTRAL FEDERAL CORPORATION DIRECTOR RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • March 16th, 2020 • Central Federal Corp • National commercial banks • Ohio

Central Federal Corporation (the “Company”) hereby grants the undersigned Participant an award of Restricted Stock (the “Award”), subject to the terms and conditions described in the Central Federal Corporation 2019 Equity Incentive Plan, as amended (the “Plan”), and this Restricted Stock Award Agreement (this “Award Agreement”).

EXHIBIT 10.7 EMPLOYMENT AGREEMENT BETWEEN CENTRAL FEDERAL SAVINGS AND LOAN ASSOCIATION OF WELLSVILLE AND DANIEL F. GALEOTI EXHIBIT 10.7 Mr. Galeoti's Employment Agreement is the same as the Employment Agreement in Exhibit 10.5, which is incorporated...
Grand Central Financial Corp • March 31st, 1999 • Savings institution, federally chartered

EXHIBIT 10.7 EMPLOYMENT AGREEMENT BETWEEN CENTRAL FEDERAL SAVINGS AND LOAN ASSOCIATION OF WELLSVILLE AND DANIEL F. GALEOTI

August 19, 2010
Letter Agreement • November 16th, 2011 • Central Federal Corp • Savings institution, federally chartered • Ohio
CENTRAL FEDERAL CORPORATION (a Delaware corporation) 2,000,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • January 13th, 2006 • Central Federal Corp • Savings institution, federally chartered • New York

THIS UNDERWRITING AGREEMENT (this “Agreement”) is made and entered into this 10th day of January, 2006 by and between Central Federal Corporation, a Delaware corporation (the “Company”), and Ryan Beck & Co, Inc. (the “Underwriter”). The Company hereby confirms its agreement with the Underwriter with respect to the issue and sale by the Company and the purchase by the Underwriter of 2,000,000 shares (the “Initial Securities”) of the Company’s $0.01 par value common stock (“Common Stock”). The Company also proposes to issue and sell to the Underwriter, at the Underwriter’s option, up to an additional 300,000 shares of Common Stock (the “Option Securities”) as set forth herein. The term “Securities” as used herein, unless indicated otherwise, shall mean the Initial Securities and the Option Securities.

Employment Agreement Amendment
Employment Agreement • November 9th, 2017 • Central Federal Corp • Savings institution, federally chartered

This is an amendment to the Employment Agreement dated August 15, 2016, between Central Federal Corporation and CF Bank, and Timothy O’Dell. For valuable consideration, the parties hereby amend the Employment Agreement as follows, effective April 30, 2017:

Third Amendment to Employment Agreement between CFBank and David C. Vernon THIRD AMENDMENT TO EMPLOYMENT AGREEMENT CFBANK
Employment Agreement • January 9th, 2007 • Central Federal Corp • Savings institution, federally chartered

This THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into and made effective as of January 8, 2007 between CFBank, a federally chartered savings association (the “Association”), and David C. Vernon, an Ohio resident (the “Executive”).

CENTRAL FEDERAL CORPORATION
Non-Qualified Stock Option Award Agreement • April 1st, 2013 • Central Federal Corp • Savings institution, federally chartered

In signing this Non-qualified Stock Option Award Agreement, you hereby acknowledge that all decisions, determinations and interpretations of the Committee in regards to the Plan and/or this Non-qualified Stock Option Award Agreement are final and conclusive.

SECURITIES PURCHASE AGREEMENT by and between THE UNITED STATES DEPARTMENT OF THE TREASURY and CENTRAL FEDERAL CORPORATION Dated as of September 12, 2012
Securities Purchase Agreement • October 1st, 2012 • Central Federal Corp • Savings institution, federally chartered • New York

THIS SECURITIES PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of September 12, 2012, by and between the United States Department of the Treasury (the “Seller”) and Central Federal Corporation, a Delaware corporation with its principal place of business in Ohio and a registered savings and loan holding company (the “Company”).

RESIGNATION AGREEMENT AND GENERAL RELEASE
Resignation Agreement and General Release • June 25th, 2020 • Central Federal Corp • National commercial banks • Ohio

THIS AGREEMENT is entered into as of this 19th day of June, 2020, by and between John W. Helmsdoerfer, for and on behalf of himself and his successors, heirs, family and assigns (“Helmsdoerfer”), Central Federal Corporation, a Delaware corporation (“Central Federal”), and CFBank, a federally chartered savings association (“CFBank”);

EXHIBIT 10.8 EMPLOYMENT AGREEMENT BETWEEN CENTRAL FEDERAL SAVINGS AND LOAN ASSOCIATION OF WELLSVILLE AND CHARLES O. STANDLEY EXHIBIT 10.8 Mr.Standley's Employment Agreement is the same as the Employment Agreement in Exhibit 10.5, which is incorporated...
Grand Central Financial Corp • March 31st, 1999 • Savings institution, federally chartered

EXHIBIT 10.8 EMPLOYMENT AGREEMENT BETWEEN CENTRAL FEDERAL SAVINGS AND LOAN ASSOCIATION OF WELLSVILLE AND CHARLES O. STANDLEY

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