EXHIBIT 10.4
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT BETWEEN CENTRAL FEDERAL CORPORATION,
CENTRAL FEDERAL BANK AND XXXXXXX X. XXXXXXXX
WHEREAS, in connection with the retirement of Xxxxxxx X. Xxxxxxxx, the Board of
Directors of Central Federal Savings and Loan Association of Wellsville (the
"Association") approved a supplemental retirement benefit for Xx. Xxxxxxxx in
recognition of his longstanding service to the Association.
NOW, THEREFORE, in consideration of the covenants and terms contained
herein the Association, Grand Central Financial Corp. (the "Company") and Xx.
Xxxxxxxx agree as follows:
1. Payment. The Association agrees to pay Xx. Xxxxxxxx a sum of $796,214.31
less applicable withholding. The Association agrees to make this payment to
Xx. Xxxxxxxx in a single lump sum no later than April 30, 2003.
2. Release of Employment Agreement Claims. Upon the acceptance of payment made
hereunder by the Association, Xx. Xxxxxxxx acknowledges and agrees that
each of the Association and the Company shall have no obligation to him
under the employment agreements entered into by and between Xx. Xxxxxxxx,
the Company and the Association effective December 30, 1998 (the
"Employment Agreements"). Xx. Xxxxxxxx hereby agrees that he, or any person
acting by, through or on behalf of him, releases the Association and the
Company and their successors, from any and all rights and claims Xx.
Xxxxxxxx has under the Employment Agreements, against the Association and
the Company, and Xx. Xxxxxxxx agrees that he will not institute any action
or actions, cause or causes of action (in law or in equity), suits, debts,
liens, claims, demands (known or unknown) in state or federal court, or
with any state, federal or local governmental agency arising from or
attributable to settlement of claims under the Employment Agreements.
3. Understanding of Service on the Boards of Directors. Each of the parties
hereto understand and agree that this Acknowledgment will not, by itself,
affect Xx. Xxxxxxxx' position on the Boards of Directors of the Association
or the Company. And as long as Xx. Xxxxxxxx continues to serve on the Board
of Directors of the Association and/or the Company, he will continue to
vest in, and maintain the rights to all stock options and stock awards
granted to Xx. Xxxxxxxx under the Company's stock-based benefit plan.
4. Arbitration of Claims. Any dispute or controversy arising under or in
connection with this Acknowledgment shall be settled exclusively by
arbitration, conducted before a panel of three arbitrators sitting in a
location in Ohio selected by Xx. Xxxxxxxx, in accordance with the rules of
the American Arbitration Association then in effect. Judgment may be
entered on the arbitrator's award in any court having jurisdiction.
5. Complete Agreement. This Acknowledgment and Receipt shall represent the
complete agreement between the Association, the Company and Xx. Xxxxxxxx
concerning the subject matter hereof and supersedes all prior agreements or
understandings, written or oral. No attempted modification or waiver of any
of the provisions hereof shall be binding on either party unless made in
writing and signed by Xx. Xxxxxxxx, the Association, the Company and/or
their successors.
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6. Applicable Law. This Acknowledgment shall be governed by the laws of the
State of Ohio, unless pre-empted by federal law.
IN WITNESS WHEREOF, the parties hereto have executed this Acknowledgment as of
April 1, 2003.
Attest:
CENTRAL FEDERAL SAVINGS AND LOAN
ASSOCIATION OF WELLSVILLE
/s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxxx
---------------------------------- For the Board of Directors
GRAND CENTRAL FINANCIAL CORP.
/s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxxx
---------------------------------- For the Board of Directors
Witness:
/s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------- --------------------------------
Xxxxxxx X. Xxxxxxxx
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