EXHIBIT 2. STOCK PURCHASE AGREEMENT BY AND AMONG CENTRAL FEDERAL CORPORATION AND CFBANK AND RJO FINANCIAL SERVICES, INC. AND RICHARD J. O'DONNELL DATED JUNE 10, 2004 STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 12th, 2004 • Central Federal Corp • Savings institution, federally chartered • Ohio
EXHIBIT 10.1 EMPLOYMENT AGREEMENT BETWEEN GRAND CENTRAL FINANCIAL CORP. AND WILLIAM R. WILLIAMSEmployment Agreement • March 31st, 1999 • Grand Central Financial Corp • Savings institution, federally chartered • Delaware
AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN CENTRAL FEDERAL CORPORATION AND DAVID C. VERNON AMENDMENT TO EMPLOYMENT AGREEMENT CENTRAL FEDERAL CORPORATION This AMENDMENT TO EMPLOYMENT AGREEMENT (this "AMENDMENT") is entered into and made effective as of...Employment Agreement • March 30th, 2005 • Central Federal Corp • Savings institution, federally chartered
CENTRAL FEDERAL CORPORATION Exhibit 10.1 AMENDMENT TO SALARY CONTINUATION AGREEMENT CFBANKSalary Continuation Agreement • May 16th, 2005 • Central Federal Corp • Savings institution, federally chartered
EXHIBIT 10.2 EMPLOYMENT AGREEMENT BETWEEN CFBANK AND RICHARD J. O'DONNELL EMPLOYMENT AGREEMENT This AGREEMENT ("Agreement") is made effective as of October 22, 2004 by and between RESERVE MORTGAGE SERVICES, INC. ("Reserve"), a wholly-owned subsidiary...Employment Agreement • March 30th, 2005 • Central Federal Corp • Savings institution, federally chartered • Ohio
ADOPTION AGREEMENT FOR CENTRAL FEDERAL BANK EMPLOYEES' SAVINGS & PROFIT SHARING PLAN AND TRUSTAdoption Agreement • March 30th, 2004 • Central Federal Corp • Savings institution, federally chartered • New York
EXHIBIT 10.4 SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT BETWEEN CENTRAL FEDERAL CORPORATION, CENTRAL FEDERAL BANK AND WILLIAM R. WILLIAMS WHEREAS, in connection with the retirement of William R. Williams, the Board of Directors of Central Federal...Supplemental Executive Retirement Agreement • March 30th, 2004 • Central Federal Corp • Savings institution, federally chartered • Ohio
SUBORDINATED NOTE PURCHASE AGREEMENTSubordinated 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”).
FORM OF CENTRAL FEDERAL SAVINGS AND LOAN ASSOCIATION OF WELLSVILLE EMPLOYMENT AGREEMENTEmployment Agreement • September 23rd, 1998 • Grand Central Financial Corp • Ohio
EXHIBIT 10.5 EMPLOYMENT AGREEMENT BETWEEN CENTRAL FEDERAL SAVINGS AND LOAN ASSOCIATION OF WELLSVILLE AND WILLIAM R. WILLIAMSEmployment 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. RIFEEmployment 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.
Exhibit 10.1 EMPLOYMENT AGREEMENT BETWEEN CENTRAL FEDERAL CORPORATION AND DAVID C. VERNON GRAND CENTRAL FINANCIAL CORP. EMPLOYMENT AGREEMENT This AGREEMENT ("Agreement") is made effective as of February 28, 2003 by and between GRAND CENTRAL FINANCIAL...Employment Agreement • March 30th, 2004 • Central Federal Corp • Savings institution, federally chartered • Ohio
CENTRAL FEDERAL CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration 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 AGREEMENTEmployment 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”).
EXHIBIT 10.3 EMPLOYMENT AGREEMENT BETWEEN GRAND CENTRAL FINANCIAL CORP. AND DANIEL F. GALEOTI EXHIBIT 10.3 Mr. Galeoti's Employment Agreement is the same as the Employment Agreement in Exhibit 10.1, which is incorporated herein by reference except as...Employment Agreement • March 31st, 1999 • Grand Central Financial Corp • Savings institution, federally chartered
Mr. Galeoti'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 Daniel F. Galeoti; (ii) the signatory for the Company, which is William R. Williams; (iii) the position in Section 1, which is Vice President of Mortgage Operations; and (iv) the amount of the base salary in Section 3(a), which is $81,130.
CENTRAL FEDERAL CORPORATION (a Delaware corporation) 2,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting 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.
AMENDED STANDBY PURCHASE AGREEMENTStandby 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”).
WARRANT AGREEMENTWarrant 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 AGREEMENTDeferred 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”).
FINANCIAL ADVISORY SERVICES AGREEMENT Central Federal Corporation (a Delaware corporation) Up to 30,000,000 Shares of Common Stock Including Subscription Rights to Purchase up to 24,965,000 Shares of Common StockFinancial Advisory Services Agreement • February 3rd, 2012 • Central Federal Corp • Savings institution, federally chartered • Ohio
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...Employment Agreement • March 31st, 1999 • Grand Central Financial Corp • Savings institution, federally chartered
EXHIBIT 10.8 EMPLOYMENT AGREEMENT BETWEEN CENTRAL FEDERAL SAVINGS AND LOAN ASSOCIATION OF WELLSVILLE AND CHARLES O. STANDLEY
AMENDMENT TO EMPLOYMENT AGREEMENT CF BANKEmployment 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 HERETOSecurities 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”).
CENTRAL FEDERAL CORPORATION EMPLOYEE RESTRICTED STOCK AWARD AGREEMENTEmployee 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 AGREEMENTDeferred 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 AGREEMENTRestricted 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”).
1. Advisory/Conversion Services. As the Association's and Company's financial ---------------------------- advisor and marketing agent, Webb will provide the Association and the Company with a comprehensive program of conversion services designed to...Engagement Letter • September 23rd, 1998 • Grand Central Financial Corp
August 19, 2010Financial Advisory 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 AGREEMENTUnderwriting 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 AmendmentEmployment 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 CFBANKEmployment 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 CORPORATIONNon-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, 2012Securities 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 RELEASEResignation Agreement • 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”);
CENTRAL FEDERAL CORPORATIONIncentive Stock Option Award Agreement • April 1st, 2013 • Central Federal Corp • Savings institution, federally chartered
In signing this Incentive Stock Option Award Agreement, you hereby acknowledge that all decisions, determinations and interpretations of the Committee in regards to the Plan and/or this Incentive Stock Option Award Agreement are final and conclusive.
