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): November 3 , 201 5 (October 28 , 2015)
CENTRAL FEDERAL CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
0-25045 |
34-1877137 |
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(State or other jurisdiction of |
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(IRS Employer |
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incorporation) |
File Number) |
Identification Number) |
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7000 N. High Street, Worthington, Ohio |
43085 |
( 614 ) 334 -7979 |
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(Address of principal executive offices) |
(Zip Code) |
(Registrant’s Telephone Number) |
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(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.
On October 28, 2015, the Board of Directors of Central Federal Corporation (the “Company”), following the approval and recommendation of its Compensation Committee, approved awards of restricted stock (“Restricted Stock”) under the Central Federal Corporation 2009 Equity Compensation Plan, as amended (the “2009 Plan”). The following table sets forth the number of shares of common stock subject to the Restricted Stock awards granted to each of the directors and named executive officers of the Company (each, a “Recipient”):
The shares of Restricted Stock are subject to restrictions on transferability and risk of forfeiture until they become vested. With respect to each Restricted Stock award, one-third of the total shares of Restricted Stock will vest on each of the first, second and third anniversaries of the October 28, 2015 grant date. If a Recipient dies or becomes disabled, all unvested shares of Restricted Stock will immediate ly vest. In addition, a Recipient’s unvested shares of Restricted Stock will immediately vest on the date of any change in control of the Company. If a Recipient’s employment as an executive officer and/or service as a director of the Company terminates for any other reason, the Recipient’s unvested shares of Restricted Stock will be forfeited. During the time between the grant date and the vesting date of the Restricted Stock, the Recipient may exercise full voting rights associated with the Restricted Stock and will be entitled to receive all dividends and other distributions paid with respect to the Restricted Stock.
As a condition to receiving the Restricted Stock award, each Recipient who is an employee of the Company and/or its subsidiary, CFBank, is required to comply with certain restrictive covenants which prohibit the Recipient from soliciting the customers or employees of the Company or CFBank during the term of his or her employment and for a period of one year thereafter.
The terms and conditions applicable to the Restricted Stock are set forth in the 2009 Plan and in the applicable Central Federal Corporation 2009 Equity Compensation Plan Restricted Stock Award Agreement (for Employees or Directors), the forms of which are filed herewith as Exhibits 10.3 and 10.4 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) through (c): Not applicable.
(d) Exhibits :
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Exhibit No. |
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Description |
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10.1 |
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Central Federal Corporation 2009 Equity Compensation Plan |
Incorporated herein by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 filed on October 9, 2015 (File No. 333-207354) |
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10.2 |
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First Amendment to the Central Federal Corporation 2009 Equity Compensation Plan |
Incorporated herein by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-8 filed on October 9, 2015 (File No. 333-207354) |
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10.3 |
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Form of Central Federal Corporation 2009 Equity Compensation Plan Restricted Stock Award Agreement for Employees |
Filed herewith. |
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10.4 |
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Form of Central Federal Corporation 2009 Equity Compensation Plan Restricted Stock Award Agreement for Directors |
Filed herewith. |
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SIGNATURES
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.
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Central Federal Corporation |
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Date: November 3, 201 5 |
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By: |
/s/ Timothy T. O’Dell |
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Timothy T. O’Dell |
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Chief Executive Officer |
Exhibit 10.3
2009 E QUITY COMPENSATION PLAN
EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT
Central Federal Corporation (the “ Company ”) hereby grants the undersigned Participant an award of R estricted S tock (the “ Award ”), subject to the terms and conditions described in the Central Federal Corporation 2009 Equity Compensation 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 S ection 8 of this Award Agreement.
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Name of Participant : _____________________________________________________________ |
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Grant Date: ______________________ , 20 ___ (the “ Grant Date ”). |
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Number of Shares of Restricted Stock: _____________________ (the “ Restricted Stock ”). |
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4. |
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Vesting: Except as provided in Section 5 of this Award Agreement, and provided that the Participant remains an employee of the Company on the relevant date (each a “ Vesting Date ”), the Restricted Stock will vest in three (3) annual installments (rounded down to the nearest whole share) on each anniversary of the Grant Date as follows: |
33.3 4 % s hall be vested on the first anniversary of the Grant Date
33.33 % (50 % of remainder) s hall be vested on the second anniversary of the Grant Date
33.33 % (100% of remainder) s hall be vested on the third anniversary of the Grant Date
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5. |
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Accelerated Vesting: If a Participant retires or otherwise terminates employment with the Company prior to any Vesting Date, any unvested Restricted Stock will be forfeited. Notwithstanding the foregoing, if prior to any Vesting Date: |
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(a) |
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Death; Disability . The Participant dies or becomes Disabled, all unvested Restricted Stock will immediately vest on the date of death or Disability. |
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(b) |
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Change in Control . A ny unvested Restricted Stock will immediately vest on the date of a Change in Control . |
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6. |
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Transferability: Until the Restricted Stock vests as described in this Award Agreement, the Restricted Stock may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, except by will or by the laws of descent and distribution and in accordance with Section 9 (b) of this Award Agreement. |
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Settlement: If the applicable terms and conditions of this Award Agreement are satisfied, the Restricted Stock will be released from any transfer restrictions or delivered to the Participant as soon as administratively feasible after all applicable restrictions have lapsed. |
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8. |
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Non-Solicitation Covenant: In consideration for th is A ward of Restricted Stock, the Participant hereby agree s and covenant s that, for a period of the Participant’s employment with the C ompany and for one year after the termination of the Participant’s employment, the Participant will not, without the express written consent of the Company: |
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(a) |
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Call upon or solicit, either for the Participant or for any other person or firm that engages in competition with any business operation of the kind actively conducted by the Company or any current or future Subsidiary for the period that the Participant was employed with the Company or any Subsidiary, as applicable, any customer with whom the Company or any current or future Subsidiary directly conducts business during the period of the Participant’s employment, any referral source of the Company or any current or future Subsidiary during the period of the Participant’s employment (including, solely by way of example, intermediaries and corporations that purchase directly from the Company or any current or future Subsidiary); or |
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(b) |
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Interfere with any relationship, contractual or otherwise, between the Company or any current or future Subsidiary, any customer with whom the Company or any current or future Subsidiary directly conducts business during the period of the Participant’s employment, or any referral source of the Company or any current or future Subsidiary existing during the period of your employment; or |
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(c) |
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I nduce any person who is as of the date of the Participant’s termination of employment or was during any of the 12 months preceding the date of the Participant’s termination , an employee, officer, director, or agent of the Company or any current or future Subsidiary to terminate said relationship. |
In the event the Participant breach es any covenant set forth in this Award Agreement, the term of such covenant shall be extended by the period of the duration of such breach . This covenant will survive for 12 months after the termination of the Participant’s employment, plus any extension under the preceding sentence, even if this Award has expired or terminated. Notwithstanding Section 9 ( e ) to this Award Agreement, the restrict ions contained in this Section 8 are in addition to any restrictions contained in any other agreement between the Participant and the Company or any Subsidiary. These restrictions may be enforced by the Company, any current or future Subsidiary and/or any successor, by an action to recover payments made under this Award Agreement, an action for injunction, and/or an action for damages. The provisions of this Section 8 constitute an essential element of this Agreement, without which the Company would not have entered into this Agreement. Notwithstanding any other remedy available to the Company at law or at equity, the parties hereto agree that the Company or any successor thereto, shall have the right, at any and all times, to seek injunctive relief in order to enforce the terms and conditions of this Section 8.
If the scope of any restriction contained in this Section 8 is too broad to permit enforcement of such restriction to its fullest extent, then such restriction will be enforced to the maximum extent permitted by law, and the Participant hereby consent s and agree s that such scope may be judicially modified accordingly in any proceeding brought to enforce such restriction.
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Other Terms and Conditions: |
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(a) |
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Rights Before Vesting . Before the Restricted Stock vests, the Participant (i) may exercise full voting rights associated with the Restricted Stock; and (ii) will be entitled to receive all dividends and other distributions paid with respect to the Restricted Stock, provided that any dividends or other distributions paid in Shares will be subject to the same restrictions, terms and conditions as the Restricted Stock to which the dividends or distributions relate. |
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(b) |
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Beneficiary Designation . The Participant may name a beneficiary or beneficiaries to receive any Restricted Stock settled after the Participant’s death by completing a “Beneficiary Designation Form” in a form provided by the Company. The Beneficiary Designation Form does not need to be completed upon execution of this Award Agreement and is not required to be completed as a condition of receiving the Restricted Stock. However, if the Participant dies without completing a Beneficiary Designation Form or if the Participant does not complete the form correctly, the Participant’s beneficiary under this Award Agreement will be the Participant’s surviving spouse or, if the Participant does not have a surviving spouse, the Participant’s estate. |
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(d) |
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Governing Law . This Award Agreement will be construed in accordance with, and governed by, the laws (other than laws governing conflicts of laws) of the State of Ohio. |
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(e) |
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Entire Agreement . This Award Agreement, along with the Plan, constitutes the entire agreement between the Company and the Participant regarding the subject matter of this Award Agreement. All representations of any type relied upon by the Participant and the Company in making this Award Agreement are specifically set forth herein, and the Participant and the Company each acknowledge that they have relied on no other representation in entering into this Award Agreement. No change, termination or attempted waiver of any of the provisions of this Award Agreement will be binding upon any party hereto unless contained in a writing signed by the party to be changed. |
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Restricted Stock Subject to the Plan . The Restricted Stock is subject to the terms and conditions described in this Award Agreement and the Plan, which is incorporated by reference into and made a part of this Award Agreement. In the event of a conflict between the terms of the Plan and the terms of this Award Agreement, the terms of the Plan will govern. The Company has the sole responsibility for interpreting the Plan and this Award Agreement, and its determination of the meaning of any provision in the Plan or this Award Agreement will be binding on the Participant. Capitalized terms that are not defined in this Award Agreement have the same meaning as in the Plan. |
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Requirements of Law . This Award Agreement and the grant of Restricted Stock is subject to all applicable laws, rules and regulations (including applicable federal and state securities laws) and to all required approvals of any governmental agencies or national securities exchange, market or other quotation system, if applicable. No Restricted Stock will be issued pursuant to the Award unless, at that time, such issuance: (i) is the subject matter of an effective registration statement filed under the Securities Act of 1933, as amended, and all applicable state securities laws, or (ii) qualifies for an exemption from registration under the Securities Act of 1933, as amended, and applicable state securities laws, to the extent necessary. |
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Signature in Counterparts . This Award Agreement may be signed in counterparts, each of which will be deemed an original, but all of which will constitute one and the same instrument. |
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PARTICIPANT ________________________________________ Signature Date:____________________________________ |
CENTRAL FEDERAL CORPORATION By:______ _______________________________ Title:____ _______________________________ _ Date:_____ _______________________________ |
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Exhibit 10.4
2009 E QUITY COMPENSATION PLAN
DIRECTOR RESTRICTED STOCK AWARD AGREEMENT
Central Federal Corporation (the “ Company ”) hereby grants the undersigned Participant an award of R estricted S tock (the “ Award ”), subject to the terms and conditions described in the Central Federal Corporation 2009 Equity Compensation Plan , as amended (the “ Plan ”) , and this Restricted Stock Award Agreement (this “ Award Agreement ”).
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Name of Participant : ____________________________________________________________ |
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Grant Date: ____________________ , 20 ______ (the “ Grant Date ”). |
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Number of Shares of Restricted Stock: ___________________ (the “ Restricted Stock ”). |
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Vesting: Except as provided in Section 5 of this Award Agreement, and provided that the Participant remains a director of the Company on the relevant date (each a “ Vesting Date ”), the Restricted Stock will vest in three (3) annual installments (rounded down to the nearest whole share) on each anniversary of the Grant Date as follows: |
33.3 4 % s hall be vested on the first anniversary of the Grant Date
33.33 % (50 % of remainder) s hall be vested on the second anniversary of the Grant Date
33.33 % (100% of remainder) s hall be vested on the third anniversary of the Grant Date
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5. |
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Accelerated Vesting: If a Participant retires or otherwise end service as a director of the Company prior to any Vesting Date, any unvested Restricted Stock will be forfeited. Notwithstanding the foregoing, if prior to any Vesting Date: |
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(a) |
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Death; Disability . The Participant dies or becomes Disabled, all unvested Restricted Stock will immediately vest on the date of death or Disability. |
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(b) |
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Change in Control . A ny unvested Restricted Stock will immediately vest on the date of a Change in Control . |
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Transferability: Until the Restricted Stock vests as described in this Award Agreement, the Restricted Stock may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, except by will or by the laws of descent and distribution and in accordance with Section 8(b) of this Award Agreement. |
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Settlement: If the applicable terms and conditions of this Award Agreement are satisfied, the Restricted Stock will be released from any transfer restrictions or delivered to the Participant as soon as administratively feasible after all applicable restrictions have lapsed. |
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8. |
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Other Terms and Conditions: |
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(a) |
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Rights Before Vesting . Before the Restricted Stock vests, the Participant (i) may exercise full voting rights associated with the Restricted Stock; and (ii) will be entitled to receive all dividends and other distributions paid with respect to the Restricted Stock, provided that any dividends or other distributions paid in Shares will be subject to the same restrictions, terms and conditions as the Restricted Stock to which the dividends or distributions relate. |
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(b) |
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Beneficiary Designation . The Participant may name a beneficiary or beneficiaries to receive any Restricted Stock settled after the Participant’s death by completing a “Beneficiary Designation Form” in a form provided by the Company. The Beneficiary Designation Form does not need to be completed upon execution of this Award Agreement and is not required to be completed as a condition of receiving the Restricted Stock. However, if the Participant dies without completing a Beneficiary Designation Form or if the Participant does not complete the form correctly, the Participant’s beneficiary under this Award Agreement will be the Participant’s surviving spouse or, if the Participant does not have a surviving spouse, the Participant’s estate. |
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(d) |
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Governing Law . This Award Agreement will be construed in accordance with, and governed by, the laws (other than laws governing conflicts of laws) of the State of Ohio. |
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(e) |
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Entire Agreement . This Award Agreement, along with the Plan, constitutes the entire agreement between the Company and the Participant regarding the subject matter of this Award Agreement. All representations of any type relied upon by the Participant and the Company in making this Award Agreement are specifically set forth herein, and the Participant and the Company each acknowledge that they have relied on no other representation in entering into this Award Agreement. No change, termination or attempted waiver of any of the provisions of this Award Agreement will be binding upon any party hereto unless contained in a writing signed by the party to be changed. |
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Restricted Stock Subject to the Plan . The Restricted Stock is subject to the terms and conditions described in this Award Agreement and the Plan, which is incorporated by reference into and made a part of this Award Agreement. In the event of a conflict between the terms of the Plan and the terms of this Award Agreement, the terms of the Plan will govern. The Company has the sole responsibility for interpreting the Plan and this Award Agreement, and its determination of the meaning of any provision in the Plan or this Award Agreement will be binding on the Participant. Capitalized terms that are not defined in this Award Agreement have the same meaning as in the Plan. |
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(g) |
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Requirements of Law . This Award Agreement and the grant of Restricted Stock is subject to all applicable laws, rules and regulations (including applicable federal and state securities laws) and to all required approvals of any governmental agencies or national securities exchange, market or other quotation system, if applicable. No Restricted Stock will be issued pursuant to the Award unless, at that time, such issuance: (i) is the subject matter of an effective registration statement filed under the Securities Act of 1933, as amended, and all applicable state securities laws, or (ii) qualifies for an exemption from registration under the Securities Act of 1933, as amended, and applicable state securities laws, to the extent necessary. |
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(h) |
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Signature in Counterparts . This Award Agreement may be signed in counterparts, each of which will be deemed an original, but all of which will constitute one and the same instrument. |
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PARTICIPANT ________________________________________ Signature Date:____ _______________________________ |
CENTRAL FEDERAL CORPORATION By:______ _______________________________ Title:____________________ ________________ Date:_____ _______________________________ |
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