PRE 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
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Central Federal Corporation
(Name of Registrant as Specified In Its Charter)
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2923
Smith Road
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Fairlawn,
Ohio 44333
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(330) 666-7979
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April 21, 2009
Fellow Stockholders:
You are cordially invited to attend the Annual Meeting of
Stockholders of Central Federal Corporation which will be held
at Fairlawn Country Club, located at 200 North Wheaton Road,
Fairlawn, Ohio, on Thursday, May 21, 2009 at
10:00 a.m., local time.
The attached notice of the Annual Meeting and proxy statement
describe the formal business to be transacted at the Meeting.
Directors and officers of the Company, as well as a
representative of Crowe Horwath LLP, the Companys
independent registered public accounting firm, will be present
at the Meeting to respond to any questions stockholders may have
regarding the business to be transacted. In addition, the
Meeting will include managements report on the
Companys financial performance for 2008. Attendance at the
Meeting is limited to stockholders of record as of the close of
business on April 10, 2009, their duly appointed proxies,
and guests of management.
The Board of Directors of Central Federal Corporation has
determined that matters to be considered at the Annual Meeting
are in the best interests of the Company and its stockholders,
and the Board unanimously recommends that you vote
FOR each of the proposals identified in the
accompanying proxy statement.
Your vote is very important. Whether or not you expect to attend
the Meeting, please read the enclosed proxy statement and then
complete, sign and return the enclosed proxy card promptly in
the postage-paid envelope provided so that your shares will be
represented. If you attend the Meeting, you may vote in person
even if you have previously mailed a proxy card.
On behalf of the Board of Directors and all of the employees,
thank you for your continued interest and support.
Sincerely yours,
Mark S. Allio
Chairman, President and Chief Executive Officer
TABLE OF CONTENTS
2923 Smith Road
Fairlawn, Ohio 44333
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on May 21, 2009
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders
of Central Federal Corporation will be held Thursday,
May 21, 2009 at the Fairlawn Country Club, located at 200
North Wheaton Road, Fairlawn, Ohio at 10:00 a.m., local
time.
The purpose of the Meeting is to consider and vote upon the
following matters:
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1.
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The election of two Directors for terms of three years each, or
until their successors are elected and qualified;
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2.
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The approval of the Central Federal Corporation 2009 Equity
Compensation Plan;
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3.
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The approval of the amendment of the Companys Certificate
of Incorporation to increase the number of authorized shares of
Central Federal common stock;
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4.
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The approval, in a non-binding advisory vote, of the
compensation of executives disclosed in the proxy statement;
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5.
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The ratification of the appointment of Crowe Horwath LLP as
independent registered public accounting firm for the Company
for the year ending December 31, 2009; and
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6.
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Such other matters as may properly come before the Meeting. The
Board of Directors is not currently aware of any other business
to come before the Meeting.
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Record holders of the common stock of Central Federal
Corporation at the close of business on April 10, 2009 are
entitled to receive notice of and to vote at the Meeting and any
adjournment(s) or postponement(s) of the Meeting. The Meeting
may, for example, be adjourned to permit the Company to solicit
additional proxies in the event that there are insufficient
shares present or represented at the Meeting for a quorum or
insufficient votes to approve or ratify any of the
aforementioned proposals at the time of the Meeting. A list of
stockholders entitled to vote will be available at the Meeting
and for the ten days preceding the Meeting at CFBank, 2923 Smith
Road, Fairlawn, Ohio 44333.
By the Order of the Board of Directors
Eloise L. Mackus
Corporate Secretary
Fairlawn, Ohio
April 21, 2009
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE
COMPANY THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO
ENSURE A QUORUM. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
INFORMATION
CONCERNING SOLICITATION AND VOTING
This Proxy Statement is being furnished in connection with the
solicitation by the Board of Directors of Central Federal
Corporation (the Company) of proxies to be voted at
the Annual Meeting of Stockholders of the Company (the
Meeting) to be held at Fairlawn Country Club, 200
North Wheaton Road, Fairlawn, Ohio, at 10:00 a.m. local
time on May 21, 2009, and at any and all postponements or
adjournments thereof. Your vote is very important. This proxy
statement, proxy card and 2008 Annual Report are being first
sent or given on or about April 21, 2009 to stockholders of
record at the close of business on April 10, 2009. The
Board of Directors encourages you to read this proxy statement
thoroughly and to take this opportunity to vote on the matters
to be decided at the Meeting. This proxy statement and the form
of proxy card and 2008 Annual Report are also available at
www.CFBankonline.com/secproxy. The Companys principal
executive offices are located at 2923 Smith Road, Fairlawn, Ohio
44333.
VOTING
PROCEDURES AND ATTENDING THE MEETING
WHO CAN
ATTEND THE MEETING?
If you are a stockholder of record as of the close of business
on April 10, 2009, you are entitled to attend the Meeting.
Please note, however, that if you hold your shares in street
name (i.e., you are a beneficial owner of shares of Company
common stock that are held by a broker, bank or other nominee),
you will need proof of ownership to be admitted to the Meeting.
See HOW DO I VOTE and MUST I VOTE BY PROXY OR
MAY I VOTE IN PERSON AT THE ANNUAL MEETING?
WHO IS
ENTITLED TO VOTE?
You are entitled to vote your shares of common stock if the
Companys records show that you held your shares as of the
close of business on April 10, 2009. As of the close of
business on that date, a total of 4,101,537 shares of
common stock were outstanding and entitled to vote. Each share
of common stock is entitled to one vote on each matter presented
at the Meeting, except that, as provided in the Companys
Certificate of Incorporation, record holders of common stock
that is beneficially owned, either directly or indirectly, by a
person (either a natural person or an entity) who, as of the
close of business on April 10, 2009, beneficially owned a
total number of shares of common stock in excess of 10% of the
outstanding shares of common stock (the 10% limit)
are not entitled to any vote of their shares that are in excess
of the 10% limit, and those shares are not treated as
outstanding for voting purposes.
A person is deemed to beneficially own shares owned by an
affiliate of, as well as by persons acting in concert with, such
person. The Companys Certificate of Incorporation
authorizes the Board of Directors (i) to make all
determinations necessary to implement and apply the 10% limit,
including determining whether persons are acting in concert, and
(ii) to demand that any person who is reasonably believed
to beneficially own stock in excess of the 10% limit supply
information to the Company to enable the Board of Directors to
implement and apply the 10% limit.
As of the record date, April 10, 2009, there was one person
who was known to the Company to be the beneficial owner of more
than 5% of the Companys outstanding common stock, and
there was also one person who was
1
known to the Company to be subject to the 10% limit. See
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS on page 21
of this proxy statement.
HOW DO I
VOTE?
If you were a stockholder of record as of April 10, 2009,
you may vote in person by attending the Meeting or you may vote
by completing the enclosed proxy card and returning it signed
and dated in the enclosed postage-paid envelope. If you hold
your shares through a broker, bank or other nominee, you are
considered to hold your shares in street name, and
you will receive separate instructions from the nominee
describing how to vote your shares. Please note that if you hold
your shares in street name and wish to vote those shares in
person at the Meeting, you will need to obtain a written proxy
from the broker, bank or other nominee that holds those shares
for you.
MUST I VOTE
BY PROXY OR MAY I VOTE IN PERSON AT THE ANNUAL MEETING?
You may vote in person at the Meeting if you are a stockholder
of record and you provide at the Meeting the identification
required for admission. To be admitted at the meeting, you will
need to present personal photo identification. If your shares
are held in street name (i.e., the shares are not registered in
your name), you must (1) bring personal photo
identification and proof of stock ownership to the Meeting to be
admitted, and (2) obtain and bring with you to the meeting
a proxy from your broker, bank or other institution in whose
name your shares are held in order to vote those shares at the
meeting. A copy of your account statement or a letter from your
broker, bank or other institution reflecting the number of
shares of common stock you own as of April 10, 2009
constitutes adequate proof of stock ownership.
WHAT ARE THE MATTERS TO BE PRESENTED?
Five proposals will be presented for you to consider and vote on
at the Meeting:
1) the election of two directors;
2) the approval of the Central Federal Corporation 2009
Equity Compensation Plan;
3) the approval of the amendment of the Companys
Certificate of Incorporation to increase the number of
authorized shares of Central Federal common stock;
4) to approve, in a non-binding advisory vote, the
compensation of executives disclosed in this proxy
statement; and
5) ratification of the appointment of the independent
registered public accounting firm for 2009.
WHAT ARE THE VOTING RECOMMENDATIONS OF THE BOARD OF DIRECTORS?
The Board of Directors unanimously recommends that you
vote:
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FOR EACH NOMINEE TO THE BOARD OF DIRECTORS;
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FOR THE APPROVAL OF THE CENTRAL FEDERAL
CORPORATION 2009 EQUITY COMPENSATION PLAN;
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FOR THE APPROVAL OF THE AMENDMENT OF THE
COMPANYS CERTIFICATE OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF CENTRAL FEDERAL COMMON STOCK;
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FOR THE APPROVAL OF THE COMPENSATION OF
EXECUTIVES AS DISCLOSED IN THIS PROXY STATEMENT; AND
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FOR RATIFICATION OF CROWE HORWATH LLP AS
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2009
FISCAL YEAR.
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WHAT VOTE IS
REQUIRED FOR EACH PROPOSAL?
In voting on the election of directors (Proposal 1), you
may vote in favor of any or all of the nominees or withhold
authority to vote for any or all of the nominees. Directors are
elected by a plurality of the votes cast. This means that
2
the nominees receiving the greatest number of votes will be
elected. Votes that are withheld and broker non-votes (as
discussed below) will have no effect on the outcome of the
election.
In voting on the approval of the Central Federal Corporation
2009 Equity Compensation Plan (Proposal 2), the approval of
executive compensation (Proposal 4), the ratification of
Crowe Horwath LLP as independent registered public accounting
firm for the Company (Proposal 5) and all other
matters that may properly come before the Meeting, you may vote
in favor of the proposal, vote against the proposal or abstain
from voting. Under the Companys Bylaws, an affirmative
vote of the holders of a majority of the votes cast at the
Meeting is required to approve these proposals. Shares
underlying broker non-votes or in excess of the 10% limit will
not be counted as present and entitled to vote or as votes cast,
and, accordingly, such shares will have no effect on the
outcome. Abstentions are treated as present for purposes of
constituting a quorum but are not counted as votes for or
against these proposals.
In voting on the approval of the amendment of the Companys
Certificate of Incorporation to increase the number of
authorized shares of Central Federal common stock
(Proposal 3), the affirmative vote of the holders of a
majority of the outstanding shares of all stock entitled to a
vote at the Meeting is required for approval of the amendment to
the Certificate of Incorporation. If you abstain or
otherwise do not vote on this Proposal 3, it has the same
effect as a vote against the amendment.
IS THE BOARD
OF DIRECTORS AWARE OF ANY OTHER MATTERS THAT WILL BE PRESENTED
AT THE ANNUAL MEETING?
The Company is not aware of any other matters to be presented at
the Meeting. If any matters not described in this proxy
statement are properly presented at the Meeting, the persons
named in the proxy card will use his or her best judgment to
determine how to vote your shares. This includes a motion to
adjourn or postpone the Meeting in order to solicit additional
proxies.
WHAT IS A
BROKER NON-VOTE?
A broker non-vote occurs when a broker, bank, or other nominee
holding shares for a beneficial owner does not vote on a
particular proposal because the nominee does not have
discretionary voting power with respect to the item and has not
received voting instructions from the beneficial owner of the
shares it holds.
WHAT
CONSTITUTES A QUORUM FOR THE MEETING?
The Meeting will be held if a quorum is represented at the
Meeting. A quorum exists if a majority of the outstanding shares
of common stock entitled to vote (after subtracting any shares
in excess of the 10% limit) at the Meeting is present or
represented by proxy at the Meeting. If you return valid proxy
instructions or attend the Meeting in person, your shares will
be counted for purposes of determining whether there is a
quorum, even if you abstain from voting. Broker non-votes also
will be counted for purposes of determining a quorum. If there
are not sufficient shares present or represented by proxy at the
Meeting or to approve or ratify any proposal at the time of the
Meeting, the Meeting may be adjourned or postponed in order to
permit the further solicitation of proxies.
CAN I REVOKE
OR CHANGE MY VOTE AFTER I SUBMIT MY PROXY?
You may revoke your proxy at any time before the vote is taken
at the Meeting. To revoke your proxy, you must either advise the
Corporate Secretary of the Company in writing before your common
stock has been voted at the Meeting, deliver to the Company
another proxy that bears a later date, or attend the Meeting and
vote your shares in person. Attendance at the Meeting will not
in itself revoke your proxy. If your Company common stock is
held in street name and you wish to change your voting
instructions after you have returned your voting instruction
form to your broker or bank, you must contact your broker or
bank. Please note that if the Meeting is postponed or adjourned,
your shares may be voted by the persons named on the proxy card
on the new Meeting date as well, unless you have revoked your
proxy.
3
WHO WILL
COUNT THE VOTE?
The Companys transfer agent, Registrar and Transfer
Company, will tally the vote, which will be certified by an
independent Inspector of Election. The Board of Directors has
designated Douglas J. Root, President of Q.T. Equipment Company,
to act as the Inspector of Election. Mr. Root is not
otherwise employed by, or a director of, the Company or any of
its affiliates. After the final adjournment of the Meeting, the
proxies will be returned to the Company.
Important Notice Regarding the Availability of Proxy
Materials
for the Stockholder Meeting to Be Held on May 21,
2009.
The Proxy Statement, Form of Proxy and 2008 Annual Report are
available at
www.CFBankonline.com/secproxy.
GENERAL
The Company continually reviews its corporate governance
policies and practices. This includes comparing its current
policies and practices to applicable legal and regulatory
requirements and to the policies and practices suggested by
various groups and authorities active in corporate governance
and practices of other public companies. Based upon this review,
the Company expects to adopt any changes that the Board of
Directors believes are the best corporate governance policies
and practices for the Company.
CODE OF
ETHICS AND BUSINESS CONDUCT
Since the Companys inception in 1998, it has had a Code of
Ethics and Business Conduct (Code of Conduct). The
Company requires all directors, officers and other employees of
the Company and its wholly owned subsidiary, CFBank, to adhere
to the Code of Conduct in addressing the legal and ethical
issues encountered in conducting their work. The Code of Conduct
requires that the Companys and CFBanks employees
avoid conflicts of interest, comply with all laws and other
legal requirements, conduct business in an honest and ethical
manner and otherwise act with integrity and in the
Companys and CFBanks best interests. All of the
Companys and CFBanks employees are required to
certify that they have reviewed and understand the Code of
Conduct. In addition, all officers and senior level executives
are required to certify as to any actual or potential conflicts
of interest involving them and the Company or CFBank. The
Company and CFBank also provide training for employees on the
Code of Conduct and their legal obligations. The Companys
Code of Conduct is applicable to all employees of the Company
and CFBank, including its principal executive officer, principal
financial officer and controller, and meets the requirements of
the Sarbanes-Oxley Act of 2002 with respect to the obligations
of such persons.
Employees are required to report any conduct that they believe
in good faith to be an actual or apparent violation of the Code
of Conduct. The Code of Conduct includes procedures to receive,
retain and treat complaints received regarding accounting,
internal accounting controls or auditing matters and to allow
for the confidential and anonymous submission by employees of
concerns regarding questionable accounting or auditing matters.
The Companys Code of Ethics and Business Conduct is
available on the Companys website at www.CFBankonline.com
under the caption CF News and Links Investor
Relations Corporate Governance.
4
PROPOSAL 1 ELECTION OF DIRECTORS
The number of directors is fixed at seven. Two directors,
Mr. Aldrich and Mr. Allio, have been nominated to be
elected to hold office until the Annual Meeting in 2012.
Notwithstanding the foregoing, each director will serve until
his successor is duly qualified and elected. Information
concerning Messrs. Aldrich and Allio and the continuing
directors is set forth below. Should any nominee decline or be
unable to accept such nomination or be unable to serve, an event
which management does not now expect, the Board of Directors
reserves the right in its discretion to substitute another
person as a nominee or to reduce the number of nominees. In this
event, the proxy holders may vote your shares in their
discretion for any substitute nominee proposed by the Board of
Directors unless you indicate otherwise.
All nominees currently are directors of the Company. There are
no family relationships among any of the directors and executive
officers. No directors hold directorships in other reporting
companies, except Mr. Vernon, as described below. No person
being nominated as a director is being proposed for election
pursuant to any agreement or understanding between any such
person and the Company. The following is information regarding
each nominee and each director continuing in office. Unless
otherwise stated, each individual has held his current
occupation for at least five years.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE
FOR THE ELECTION OF EACH OF THE NOMINEES NAMED IN
THIS PROXY STATEMENT.
NOMINEES
Jeffrey W. Aldrich, retired, was President and Chief Executive
Officer of Sterling China Co., a dishware manufacturing company
in Wellsville, Ohio, from November 1970 through 2005.
Age 66. Director since 1979.
Mark S. Allio has been the Chairman of the Company and CFBank
since January 1, 2006 and President and Chief Executive
Officer of the Company and Chief Executive Officer of CFBank
since February 1, 2005. He was the Vice Chairman of the
Company and CFBank from February 1, 2005 through
December 31, 2005. Mr. Allio was President and Chief
Executive Officer of Rock Bank, an affiliate of Quicken Loans,
Inc. in Livonia, Michigan, from April 2003 to December
2004, President of Third Federal Savings, MHC in Cleveland, Ohio
from January 2000 to December 2002, Chief Financial Officer of
Third Federal from 1988 through 1999, and has more than
30 years of banking and banking-related experience.
Age 54. Director since 2003.
CONTINUING
DIRECTORS
Thomas P. Ash has been Director of Governmental Relations at the
Buckeye Association of School Administrators since August 2005.
Prior to that time, Mr. Ash was Superintendent of Schools,
Mid-Ohio Educational Service Center in Mansfield, Ohio from
January 2000 through July 2005. Mr. Ash was the
Superintendent of Schools, East Liverpool City School District
in East Liverpool, Ohio from August 1984 to December 1999. As
Superintendent at Mid-Ohio Educational Service Center and East
Liverpool City School District, his experience included
financial reporting and analysis, supervising and directing
financial staff members, implementing and complying with GAAP
reporting requirements and developing internal controls.
Age 59. Director since 1985. Current term as director
expires on the date of the Annual Meeting in 2010.
David C. Vernon has been a director, President and Chief
Executive Officer of National Bancshares Corporation and First
National Bank, Orville, Ohio since November 2006.
Mr. Vernon continues as Chairman Emeritus of the Company
and CFBank, positions he has held since February 29, 2008.
He also served as Vice Chairman of the Company and CFBank, from
January 1, 2006 to February 28, 2008 and Chairman of
the Company and CFBank from January 2003 to December 2005.
Mr. Vernon was Chief Executive Officer of the Company and
CFBank from January 2003 to January 2005 and President of the
Company from March 2003 through January 2005. He was Chairman,
President and Chief Executive Officer of Founders Capital
Corporation in Akron, Ohio from September 2002 to February 2003;
a Strategic Planning Consultant to Westfield Bank in Westfield,
Ohio from May 2000 to
5
July 2002; a Consultant to Champaign National Bank in Urbana,
Ohio from July 1999 to April 2002; and a Consultant to First
Place Bank in Warren, Ohio from April 1999 to February 2001.
While serving as a Consultant to Champaign National Bank,
Mr. Vernon also served as a director and member of the
Audit and Compensation Committees of that banks parent
company, Futura Banc Corp. In February 1999, Mr. Vernon
retired as Chairman, President and Chief Executive Officer of
Summit Bank, a community bank he founded in January 1991.
Age 68. Director since 2003. Current term as director
expires on the date of the Annual Meeting in 2010.
Jerry F. Whitmer is Of Counsel to Brouse McDowell, LPA, a law
firm in Akron, Ohio, where he was a shareholder from 1971
through 2005. Mr. Whitmer served as Managing Partner of the
firm from 1997 through 2005. Age 73. Director since 2003.
Current term as director expires on the date of the Annual
Meeting in 2010.
William R. Downing has been President of R. H. Downing, Inc., an
automotive supply, sales and marketing agency in Akron, Ohio,
since June 1973. He is also Chairman and Chief Executive Officer
of JohnDow Industries, Inc., a manufacturer and distributor of
lubrication and fluid handling equipment which he founded in
1988, and Chairman of Dowco, LLC, a manufacturer and processor
of tire cord for use in the power transmission belt industry
which he acquired in 2006. Age 63. Director since 2003.
Current term as director expires on the date of the Annual
Meeting in 2011.
Gerry W. Grace, retired, was President of Grace Services, Inc.,
a weed and pest control company located in Canfield, Ohio, from
April 1980 through 2005. He was the Chairman of CFBank, then
known as Central Federal Savings & Loan Association of
Wellsville, from 1994 to early 2003, and the Chairman of Central
Federal Corporation, then known as Grand Central Financial
Corp., from 1998 to early 2003. Mr. Grace also served as a
Trustee of Ellsworth Township, Ohio from 1976 through 2005.
Age 69. Director since 1986. Current term as director
expires on the date of the Annual Meeting in 2011.
INDEPENDENCE
OF DIRECTORS
The Board of Directors has adopted Director Independence
Standards to assist in determining the independence of each
director, or nominee for director. In order for a director or
nominee to be considered independent, the Board of Directors
must affirmatively determine that the director or nominee has no
material relationship with the Company. In each case, the Board
of Directors broadly considers all relevant facts and
circumstances, including the directors or nominees
commercial, industrial, banking, consulting, legal, accounting,
charitable and familial relationships and such other criteria as
the Board of Directors may determine from time to time. These
Director Independence Standards are available on the
Companys website at www.CFBankonline.com under the caption
CF News and Links Investor
Relations Corporate Governance.
The Board of Directors has determined that Messrs. Aldrich,
Ash, Downing, Grace, and Whitmer meet these standards and are
independent and, in addition, satisfy the independence
requirements of the
Nasdaq®
Stock Market, Inc.
Absent unusual circumstances, each director is expected to
attend all annual and special meetings of stockholders. With the
exception of Mr. Grace, all the directors who were board
members at the time of the 2008 Annual Meeting of Stockholders
attended that meeting.
MEETINGS AND
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Company is responsible for
establishing broad corporate policies and for the overall
performance of the Company. Directors discharge their
responsibilities at Board meetings and committee meetings. The
members of the Board of Directors of the Company also serve as
members of the Board of Directors of CFBank. The Board of
Directors of the Company holds regular meetings at least three
times annually. The Board of Directors of CFBank meets on a
monthly basis. Both Boards may have additional meetings as
needed. During the year ended December 31, 2008, the Board
of Directors of the Company held four meetings, one of which was
a special meeting, the independent directors of the Company held
two meetings, and the Board of Directors of CFBank held 12
meetings. No director attended fewer than 75% of the aggregate
number of Board meetings and meetings of the
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committees on which he served. The Board of Directors of the
Company maintains committees, the nature and composition of
which are described below:
AUDIT COMMITTEE. The Audit Committee consists of
Messrs. Ash, Grace and Whitmer. Each member of the
Committee is independent as defined in the corporate governance
listing standards of the
Nasdaq®
Stock Market, Inc. and the Companys Director Independence
Standards. Mr. Ash is the Audit Committee financial expert
and is independent of management. The Audit Committee operates
under a written charter adopted by the Board of Directors. The
Audit Committee Charter is available on the Companys
website at www.CFBankonline.com under the caption CF News
and Links Investor Relations Corporate
Governance. This committee is primarily responsible for
overseeing the engagement, independence and services of our
independent registered public accounting firm and is also
responsible for the review of audit reports and
managements actions regarding the implementation of audit
findings and review of compliance with all relevant laws and
regulations. The Audit Committee met nine times during 2008.
AUDIT
COMMITTEE REPORT
The Audit Committee operates under a written charter adopted by
the Board of Directors. The Board of Directors has determined
that each Audit Committee member is independent in accordance
with the listing standards of the
Nasdaq®
Stock Market, Inc.
The Companys management is responsible for the
Companys internal controls and financial reporting
process. The independent registered public accounting firm is
responsible for performing an independent audit of the
Companys consolidated financial statements and issuing an
opinion on the conformity of those financial statements with
U.S. generally accepted accounting principles. The Audit
Committee oversees the Companys internal controls and
financial reporting process on behalf of the Board of Directors.
In this context, the Audit Committee has met and held
discussions with management and representatives of the
independent registered public accounting firm. Management
represented to the Audit Committee that the Companys
consolidated financial statements were prepared in accordance
with U.S. generally accepted accounting principles, and the
Audit Committee has reviewed and discussed the consolidated
financial statements with management and the independent
registered public accounting firm. The Audit Committee discussed
with the independent registered public accounting firm matters
required to be discussed by Statement on Auditing Standards
No. 61, as amended (Communication With Audit Committees),
including the quality, not just the acceptability, of the
accounting principles, the reasonableness of significant
judgments, and the clarity of the disclosures in the financial
statements.
In addition, the Audit Committee has received the written
disclosures and the letter from the independent registered
public accounting firm required by the Independence Standards
Board Standard No. 1 (Independence Discussions with Audit
Committees) and has discussed with the independent registered
public accounting firm the accountants independence from
the Company and its management. In concluding that the
accountants are independent, the Audit Committee considered,
among other factors, whether the non-audit services provided by
the independent registered public accounting firm were
compatible with its independence.
The Audit Committee discussed with representatives of the
Companys independent registered public accounting firm the
overall scope of plans for their audit. The Audit Committee
meets with such representatives, with and without management
present, to discuss the results of their examination, their
evaluation of the Companys internal controls, and the
overall quality of the Companys financial reporting.
In performing all of these functions, the Audit Committee acts
only in an oversight capacity. In its oversight role, the Audit
Committee relies on the work and assurances of the
Companys management, which has a primary responsibility
for financial statements and reports, and of the independent
registered public accounting firm which, in its report,
expresses an opinion on the conformity of the Companys
financial statements to U.S. generally accepted accounting
principles. The Audit Committees oversight does not
provide it with an independent basis to determine that
management has maintained appropriate accounting and financial
procedures designed to assure compliance with accounting
standards and applicable laws and regulations. Furthermore, the
Audit Committees considerations and discussions with
management and the independent registered public accounting firm
do not assure that the Companys financial statements are
presented in accordance with U.S. generally accepted
7
accounting principles, that the audit of the Companys
financial statements has been carried out in accordance with
generally accepted auditing standards or that the Companys
independent registered public accounting firm is, in fact,
independent.
In reliance on the review and discussions referred to above, the
Audit Committee recommended to the Board of Directors, and the
Board has approved, that the audited consolidated financial
statements be included in the Companys Annual Report on
Form 10-K
for the year ended December 31, 2008 for filing with the
Securities and Exchange Commission. The Audit Committee and the
Board of Directors also have approved the selection of the
Companys independent registered public accounting firm.
Thomas P. Ash, Chairman, Gerry W. Grace and Jerry F. Whitmer
COMPENSATION AND MANAGEMENT DEVELOPMENT
COMMITTEE. The Compensation and Management
Development Committee consists of Messrs. Ash, Downing and
Whitmer. Each member of the Committee is independent as defined
in the corporate governance listing standards of the
Nasdaq®
Stock Market, Inc. and the Companys Director Independence
Standards. The committee is responsible for
(i) establishing compensation and benefits for the Chief
Executive Officer, (ii) reviewing, when necessary, the
incentive compensation programs of the Company and CFBank, and
(iii) reviewing matters regarding compensation and fringe
benefits for other officers and employees of the Company and
CFBank. The Compensation and Management Development Committee of
the Company met four times in 2008. The Compensation and
Management Development Committee has a charter, which is
available on the Companys website at www.CFBankonline.com
under the caption CF News and Links Investor
Relations Corporate Governance.
COMPENSATION
AND MANAGEMENT DEVELOPMENT COMMITTEE REPORT
This report is made under the Committees charter and the
rules and regulations of the Securities and Exchange Commission.
The Compensation and Management Development Committee operates
under a written charter adopted by the Board of Directors. The
Board of Directors has determined that each member of the
Compensation and Management Development Committee is independent
in accordance with the listing standards of the
Nasdaq®
Stock Market, Inc. and the Companys Director Independence
Standards.
The Committee has overall responsibility for approving and
evaluating the director and officer compensation plans, policies
and programs of the Company and CFBank. The Committee also has
authority to certify the Companys and CFBanks
compliance with the requirements of the U.S. Treasury
Departments Capital Purchase Program (CPP)
(see discussion below).
Under its charter, the Compensation and Management Development
Committee may delegate all or a portion of its duties and
responsibilities to a subcommittee, which the Committee has
chosen not to do, and they must meet at least three times
annually. The Committee met four times during 2008.
Mr. Allio periodically makes recommendations to the
Committee for the Companys and CFBanks
directors and executive officers compensation,
including stock-based incentive awards. The Compensation and
Management Development Committee, under its charter, is vested
with the authority to retain compensation consultants, for which
the Company would pay a fee. The Committee did not retain
compensation consultants in 2008.
In December 2008, the Company became a participant in the CPP,
which was part of the Troubled Asset Relief Program under the
Emergency Economic Stabilization Act of 2008 (EESA).
In that transaction, the United States Treasury Department
acquired preferred shares in the Company and also obtained
warrants to acquire shares of the Companys common stock.
Under the provisions of EESA and the terms of the CPP, for as
long as the Treasury Department retains an interest in the
Companys stock, there are certain limits and restrictions
relating to executive compensation with which the Company must
comply. The primary requirements imposed on the Company are as
follows:
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The Compensation and Management Development Committee must
review senior executive officer incentive compensation with the
Companys senior risk officer to determine whether those
arrangements encourage unnecessary or excessive
risks that threaten the value of the Company. This review
was required to be completed within 90 days after the
Treasury Departments purchase of the shares and warrant,
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8
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and must be performed annually thereafter. The term senior
executive officer means the individuals identified as
named executive officers in the summary compensation
table of this proxy statement, and may include others.
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All bonuses and other incentive compensation arrangements with
the senior executive officers must provide that during the time
the Treasury Department holds an equity position in the Company,
the Company may recover (or claw-back) any payments
that were based on materially inaccurate financial statements or
any other materially inaccurate performance metrics used to
award bonuses or incentive compensation.
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The Company is prohibited from making so-called golden
parachute payments to senior executive officers during the
period the Treasury Department holds an equity position in the
Company.
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The Company is not permitted to deduct compensation related to
certain senior executive officers in excess of $500,000 per
officer, even if such compensation is qualified
performance-based compensation under section 162(m)
of the Internal Revenue Code.
|
As a condition to the Companys participation in the CPP,
all employment-related agreements and all bonuses and other
incentive compensation arrangements with the current senior
executive officers have been reviewed and, where necessary,
amended to include the provisions required under the CPP.
On February 17, 2009, President Obama signed the American
Recovery and Reinvestment Act of 2009 (the ARRA),
which amended certain provisions of the EESA and requires the
Treasury Department to adopt rules relating to executive
compensation. These rules, once adopted, may require changes to
senior executive compensation in 2009 or thereafter. The ARRA
amendments include expansion of the individuals subject to the
claw-back provisions, expanded prohibitions on
golden parachute payments, and additional limits on
performance-based compensation plans. The ARRA amendments also
limit bonuses, retention awards and incentive compensation
payments to executives. The Compensation and Management
Development Committee will review the implementing rules when
they are available and consider any changes to the terms of
existing agreements and compensation arrangements with the
Companys executive officers as it deems advisable to
comply with the new rules and any certification requirements.
The Compensation and Management Development Committee certifies
that is has reviewed with the Companys senior risk officer
the senior executive officer incentive compensation arrangements
and has made reasonable efforts to ensure that such arrangements
do not encourage the senior executive officers to take
unnecessary and excessive risks that threaten the value of the
financial institution.
William R. Downing, Chairman, Thomas P. Ash and Jerry F. Whitmer
CORPORATE GOVERNANCE AND NOMINATING COMMITTEE. The
Corporate Governance and Nominating Committee actively seeks
individuals to become Board members who have the highest
personal and professional character and integrity, who possess
appropriate characteristics, skills, experience and time to make
a significant contribution to the Board of Directors, the
Company and its stockholders, who have demonstrated exceptional
ability and judgment, and who will be most effective, in the
context of the whole Board of Directors and other nominees to
the Board of Directors, in perpetuating the success of the
Company and in representing stockholders interests. The
Committee may employ professional search firms, for which the
Company would pay a fee to assist it in identifying potential
members of the Board of Directors with the desired skills and
disciplines.
The Committee will consider stockholder nominations for director
on the same basis and in the same manner as it considers
nominations for director from any other source. Any stockholder
may submit a nomination in writing to the Chair, Corporate
Governance and Nominating Committee,
c/o Corporate
Secretary, Central Federal Corporation, 2923 Smith Road,
Fairlawn, Ohio 44333. The nominations must be accompanied by all
the information relating to the nominee required by the
Companys Bylaws and the Securities and Exchange
Commissions proxy rules. The Companys Bylaws provide
that, to be considered timely, any stockholder nomination for
director generally must be received in writing by the Corporate
Secretary at least 90 days before the date fixed for the
next Annual Meeting of Stockholders; provided, however, under
certain unusual circumstances a nomination received as late as
the 10th day after the mailing of a notice of an Annual
Meeting
9
of Stockholders may be considered. A copy of the full
text of the Bylaw provisions relating to stockholder nominations
may be obtained by writing to the Corporate Secretary at 2923
Smith Road, Fairlawn, Ohio 44333.
The Committee considers candidates for director nominees based
on factors it deems appropriate. These factors may include
judgment, character, background, skill, diversity, experience
with businesses and other organizations of comparable size, the
interplay of the candidates experience with the experience
of other Board members and the extent to which the candidate
would be a desirable addition to the Board and any committees of
the Board. In addition, because the Company is primarily a
community financial services company, board candidates must be
highly regarded members of the community in which the Company
provides financial services.
The Corporate Governance and Nominating Committee met two times
in 2008 and is currently composed of three directors:
Messrs. Aldrich, Grace and Whitmer. Mr. Whitmer is
Chairman of the Committee. Each member of the Committee is
independent as defined in the corporate governance listing
standards of the
Nasdaq®
Stock Market, Inc. and the Companys Director Independence
Standards.
The Corporate Governance and Nominating Committee charter is
available on the Companys website at www.CFBankonline.com
under the caption CF News and Links Investor
Relations Corporate Governance.
COMMITTEE CHARTERS AND OTHER CORPORATE GOVERNANCE
DOCUMENTS. The Audit Committee Charter, Compensation
and Management Development Committee Charter, Corporate
Governance and Nominating Committee Charter, Corporate
Governance Guidelines, Director Independence Standards and Code
of Ethics and Business Conduct are available on the
Companys website at www.CFBankonline.com under the caption
CF News and Links Investor
Relations Corporate Governance. You also may
receive copies without charge by writing to: Corporate
Secretary, Central Federal Corporation, 2923 Smith Road,
Fairlawn, Ohio 44333.
COMMUNICATIONS
WITH DIRECTORS
The Board of Directors also has adopted a process by which
stockholders and other interested parties may communicate with
the Board, any individual director, any committee chair or the
non-management directors as a group by
e-mail or
regular mail. Communications by
e-mail
should be sent to EllyMackus@CFBankmail.com. Communications by
regular mail should be sent to the attention of the Board of
Directors; any individual director by name; Chair, Audit
Committee; Chair, Compensation and Management Development
Committee; Chair, Corporate Governance and Nominating Committee
or to the Non-Management Directors,
c/o Corporate
Secretary, Central Federal Corporation, 2923 Smith Road,
Fairlawn, Ohio 44333. All communications will be reviewed by
management to determine whether the communication requires
immediate action. Management will pass on all communications
received, or a summary of such communications, to the
appropriate director or directors.
DIRECTORS
COMPENSATION
DIRECTORS FEES. Each director (including
Mr. Allio) is paid an annual retainer in the amount of
$15,000, which includes a retainer of $3,000 for service as a
director of the Company and a retainer of $12,000 for service as
a director of CFBank. The Chairman of the Board receives an
additional $9,500 per year and the Audit Committee Chairman, who
is also the Committees financial expert, receives an
additional $3,000 per year.
1999 STOCK-BASED INCENTIVE PLAN AND THIRD AMENDED AND
RESTATED 2003 EQUITY COMPENSATION PLAN. The Company
maintains the 1999 Stock-Based Incentive Plan and the Third
Amended and Restated 2003 Equity Compensation Plan for the
benefit of employees and outside directors of the Company and
CFBank. Please see Proposal 2 to adopt the Central Federal
Corporation 2009 Equity Compensation Plan which, if approved by
stockholders, would replace the Third Amended and Restated 2003
Equity Compensation Plan.
10
DIRECTOR COMPENSATION TABLE. The following table
summarizes compensation paid to each director who is not a named
executive officer during the year ended December 31, 2008.
Director compensation for Mr. Allio is included in the
Summary Compensation Table.
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Director Compensation
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Fees Earned
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Stock
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Option
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All Other
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or Paid in
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Awards
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Awards
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Compensation
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Name
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Cash ($) (1)
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($) (2)
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($) (3)
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($) (4)
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Total ($)
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Jeffrey W. Aldrich
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$
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15,000
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$
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1,533
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$
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377
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$
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4,135
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$
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21,045
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Thomas P. Ash
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18,000
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1,533
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377
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1,283
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21,193
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William R. Downing
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15,000
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1,533
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377
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125
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17,035
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Gerry W. Grace
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15,000
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1,533
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377
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634
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17,544
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David C. Vernon(5)
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15,000
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4,943
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377
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43,822
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64,142
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Jerry F. Whitmer
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15,000
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1,533
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377
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125
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17,035
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(1) |
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The amount included in the Fees Earned column for
Mr. Ash represents $3,000 related to his service as the
Audit Committee Chairman. |
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(2) |
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The amounts included in the Stock Awards column
represent the compensation cost we recognized in 2008 related to
non-option stock awards, as described in Statement of Financial
Accounting Standards No. 123R. For a discussion of the
assumptions we used to calculate the value of stock awards
reported in this column, see Note 14 to our consolidated
financial statements on pages 45 46 of our annual
report on
Form 10-K
for the year ended December 31, 2008. As of
December 31, 2008, each director, except Mr. Vernon,
had a total of 400 shares of unvested stock awards
outstanding, which will vest 200 shares each on
May 31, 2009 and May 31, 2010. Mr. Vernon had
1,200 shares of unvested stock awards outstanding, which
will vest 600 shares each on May 31, 2009 and
May 31, 2010. |
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(3) |
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The amounts included in the Option Awards column
represent the compensation cost we recognized related to stock
option grants, as described in Statement of Financial Accounting
Standards No. 123R. For a discussion of the assumptions
used to calculate the value of the option awards reported in
this column, see Note 14 to our consolidated financial
statements in pages 45 46 of our annual report on
Form 10-K
for the year ended December 31, 2008. As of
December 31, 2008, Messrs. Aldrich, Ash and Grace had
a total of 14,694 options outstanding. Messrs. Downing and
Whitmer had a total of 5,000 options outstanding.
Mr. Vernon had 64,390 options outstanding. |
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(4) |
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The amounts shown in the All Other Compensation
column represent costs associated with life insurance benefits
for Messrs. Aldrich, Ash and Grace, and $125 dividends on
unvested stock awards for each director, except Mr. Vernon,
whose dividends on unvested stock awards totaled $389. |
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(5) |
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The amounts shown in the All Other Compensation
column for Mr. Vernon include $20,833 paid pursuant to his
Salary Continuation Agreement after his retirement on
February 28, 2008, and the following paid prior to his
retirement on February 28, 2008: $20,000 wages, $1,200 auto
allowance, $1,000 country club dues, $400 employer 401(k)
plan matching contribution. |
11
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE. The following table
summarizes compensation for our Chief Executive Officer and our
two most highly compensated executive officers other than the
CEO for the years ended December 31, 2008 and 2007.
Summary
Compensation Table for 2008
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Stock
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Option
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All Other
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Name and Principal
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Awards
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Awards
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Compensation
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Position
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Year
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Salary ($)
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Bonus ($)
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($) (1)
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($) (2)
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($) (3)
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Total ($)
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Mark S. Allio
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2008
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$
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225,000
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$
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35,000
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$
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43,019
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$
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6,614
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$
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31,118
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$
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340,751
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Chairman, President
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2007
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175,000
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30,921
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3,347
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30,290
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239,558
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and Chief Executive Officer
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Raymond E. Heh
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2008
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124,583
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20,000
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20,682
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2,180
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1,500
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168,945
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President and Chief
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2007
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120,000
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10,000
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21,868
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669
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1,734
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154,271
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Operating Officer, CFBank
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Eloise L. Mackus
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2008
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109,583
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20,000
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14,593
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2,207
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2,630
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149,013
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Executive Vice President,
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2007
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105,000
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10,000
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13,824
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1,171
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3,229
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133,224
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General Counsel and Secretary
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(1) |
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The amounts included in the Stock Awards column
represent the compensation cost we recognized related to
non-option stock awards, as described in Statement of Financial
Accounting Standards No. 123R. For a discussion of the
assumptions used to calculate the value of the stock awards
reported in this column, see Note 14 to our consolidated
financial statements on pages 45-46 of our annual report on
Form 10-K
for the year ended December 31, 2008. |
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(2) |
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The amounts included in the Option Awards column
represent the compensation cost we recognized related to stock
option grants, as described in Statement of Financial Accounting
Standards No. 123R. For a discussion of the assumptions
used to calculate the value of the option awards reported in
this column, see Note 14 to our consolidated financial
statements on pages 45-46 of our annual report on
Form 10-K
for the year ended December 31, 2008. |
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(3) |
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The amounts shown in the All Other Compensation
column are attributable to dividends on unvested
non-option
stock awards, employer 401(k) plan matching contributions, and
director fees as follows: |
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For Mr. Allio, $3,125 and $2,290 dividends on unvested
non-option stock awards in 2008 and 2007; $3,493 and $3,500
employer 401(k) plan matching contributions in 2008 and 2007;
and $24,500 director fees. |
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For Mr. Heh, $1,500 and $1,734 dividends on unvested
non-option stock awards in 2008 and 2007. |
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For Ms. Mackus, $1,063 and $1,129 dividends on unvested
non-option stock awards in 2008 and 2007; $1,567 and $2,100
employer 401(k) plan matching contributions in 2008 and 2007. |
12
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END. The
following table shows information regarding outstanding equity
awards we have made to our named executive officers which are
outstanding as of December 31, 2008.
Outstanding
Equity Awards at Fiscal Year-End
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Option Awards
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Stock Awards
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Number of
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Number of
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Market
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Number of
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Securities
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Shares or
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Value of
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Securities
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Underlying
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Units of
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Shares or
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Underlying
|
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Unexercised
|
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|
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Stock That
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Units of
|
|
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Unexercised
|
|
|
Options (#)
|
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|
Option
|
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Option
|
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Have Not
|
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Stock That
|
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|
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Options (#)
|
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Unexercisable
|
|
|
Exercise
|
|
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Expiration
|
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Vested (#)
|
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Have Not
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Name
|
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Exercisable
|
|
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(1)
|
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Price ($)
|
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Date
|
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(2)
|
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Vested ($) (3)
|
|
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Mark S. Allio
|
|
|
24,474
|
|
|
|
|
|
|
|
10.42
|
|
|
|
5/19/15
|
|
|
|
17,833
|
|
|
|
53,142
|
|
|
|
|
1,667
|
|
|
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3,333
|
|
|
|
7.35
|
|
|
|
2/15/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,500
|
|
|
|
4.03
|
|
|
|
3/20/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000
|
|
|
|
3.29
|
|
|
|
10/16/18
|
|
|
|
|
|
|
|
|
|
Raymond E. Heh
|
|
|
12,000
|
|
|
|
|
|
|
|
12.57
|
|
|
|
6/9/13
|
|
|
|
8,200
|
|
|
|
24,436
|
|
|
|
|
3,632
|
|
|
|
|
|
|
|
13.76
|
|
|
|
3/18/14
|
|
|
|
|
|
|
|
|
|
|
|
|
7,500
|
|
|
|
|
|
|
|
12.60
|
|
|
|
4/15/14
|
|
|
|
|
|
|
|
|
|
|
|
|
7,000
|
|
|
|
|
|
|
|
10.42
|
|
|
|
5/19/15
|
|
|
|
|
|
|
|
|
|
|
|
|
333
|
|
|
|
667
|
|
|
|
7.35
|
|
|
|
2/15/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000
|
|
|
|
4.03
|
|
|
|
3/20/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
|
3.29
|
|
|
|
10/16/18
|
|
|
|
|
|
|
|
|
|
Eloise L. Mackus
|
|
|
7,000
|
|
|
|
|
|
|
|
12.70
|
|
|
|
7/7/13
|
|
|
|
5,967
|
|
|
|
17,782
|
|
|
|
|
7,500
|
|
|
|
|
|
|
|
12.60
|
|
|
|
4/15/14
|
|
|
|
|
|
|
|
|
|
|
|
|
3,000
|
|
|
|
|
|
|
|
10.42
|
|
|
|
5/19/15
|
|
|
|
|
|
|
|
|
|
|
|
|
583
|
|
|
|
1,167
|
|
|
|
7.35
|
|
|
|
2/15/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,000
|
|
|
|
4.03
|
|
|
|
3/20/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
|
3.29
|
|
|
|
10/16/18
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The unexercisable Option Awards as of December 31, 2008
have a vesting date or will vest as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Date
|
|
Mr. Allio
|
|
|
Mr. Heh
|
|
|
Ms. Mackus
|
|
|
1/31/09
|
|
|
1,666
|
|
|
|
333
|
|
|
|
583
|
|
2/28/09
|
|
|
4,167
|
|
|
|
1,667
|
|
|
|
1333
|
|
9/30/09
|
|
|
10,000
|
|
|
|
3,500
|
|
|
|
3500
|
|
1/31/10
|
|
|
1,667
|
|
|
|
334
|
|
|
|
584
|
|
2/28/10
|
|
|
4,167
|
|
|
|
1,667
|
|
|
|
1333
|
|
9/30/10
|
|
|
10,000
|
|
|
|
3,500
|
|
|
|
3500
|
|
2/28/11
|
|
|
4,166
|
|
|
|
1,666
|
|
|
|
1334
|
|
9/30/11
|
|
|
10,000
|
|
|
|
3,000
|
|
|
|
3000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45,833
|
|
|
|
15,667
|
|
|
|
15,167
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
|
(2) |
|
The Stock Awards that have not vested as of December 31,
2008 have a vesting date or will vest as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Date
|
|
Mr. Allio
|
|
|
Mr. Heh
|
|
|
Ms. Mackus
|
|
|
1/31/09
|
|
|
1,667
|
|
|
|
1,000
|
|
|
|
583
|
|
2/28/09
|
|
|
4,167
|
|
|
|
1,667
|
|
|
|
1,333
|
|
5/31/09
|
|
|
1,000
|
|
|
|
600
|
|
|
|
400
|
|
1/31/10
|
|
|
1,666
|
|
|
|
1,000
|
|
|
|
584
|
|
2/28/10
|
|
|
4,167
|
|
|
|
1,667
|
|
|
|
1,333
|
|
5/31/10
|
|
|
1,000
|
|
|
|
600
|
|
|
|
400
|
|
2/28/11
|
|
|
4,166
|
|
|
|
1,666
|
|
|
|
1,334
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,833
|
|
|
|
8,200
|
|
|
|
5,967
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3) |
|
Based on the $2.98 closing price of our common stock as of
December 31, 2008. |
EMPLOYMENT AGREEMENTS. CFBank and the Company have
maintained employment agreements with David C. Vernon, who was
President and Chief Executive Officer of the Company and Chief
Executive Officer of CFBank until January 31, 2005.
Those Employment Agreements were amended in December 2004 in
connection with a management succession plan whereby Mark S.
Allio was appointed President and Chief Executive Officer of the
Company and Chief Executive Officer of CFBank effective
February 1, 2005. On February 28, 2008,
Mr. Vernon retired as Vice Chairman of the Board of
Directors and was named Chairman Emeritus. Under the terms of
the amended Employment Agreements, he will remain a director, if
elected and, if not elected, he will continue to serve as a
consultant or employee and be available to perform special
project services for and on behalf of the Company and CFBank at
a compensation level commensurate with his duties and
responsibilities, but in any event not less than $100 per month,
until April 17, 2014. Payments to Mr. Vernon under
CFBanks Employment Agreements with him are guaranteed by
the Company in the event that payments or benefits are not paid
by CFBank.
SALARY CONTINUATION AGREEMENT. In 2004, CFBank
initiated a nonqualified Salary Continuation Agreement for
Mr. Vernon. Under the plan, CFBank pays him, or his
beneficiary, a retirement benefit of $25,000 annually for
20 years, beginning with his retirement on
February 28, 2008.
ADDITIONAL
INFORMATION ABOUT DIRECTORS AND EXECUTIVE OFFICERS
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE. Section 16(a) of the Securities
Exchange Act of 1934 requires the Companys executive
officers and directors and persons who own more than 10% of any
registered class of the Companys equity securities to file
reports of ownership and changes in ownership with the
Securities and Exchange Commission. Executive officers,
directors and greater than 10% stockholders are required by
regulations of the Securities and Exchange Commission to furnish
the Company with copies of all Section 16(a) reports they
file.
Based solely on a review of the copies of all such reports of
ownership furnished to the Company, or written representations
that no forms were necessary, we believe there were no known
failures to file a required report for the year ended
December 31, 2008, or any failure to make any such filing
in a timely manner.
CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS. Federal regulations related to insured
financial institutions and CFBank policy require that any and
all loans or extensions of credit made by CFBank to related
persons of the Company or CFBank, including executive officers,
directors or their immediate family members (i) be made in
the ordinary course of business on substantially the same terms,
including interest rates and collateral, as those prevailing at
the time for comparable transactions with persons not related to
CFBank, (ii) do not involve more than the normal risk of
collectability and (iii) do not present any other
unfavorable features. All outstanding loans or extensions of
credit made by CFBank to such related persons comply with these
regulations and policies. In addition, loans made to a director
or executive officer in an amount that, when aggregated with the
amount of all other loans to such person and his or her related
interests, exceed the greater of $25,000 or 5% of CFBanks
capital and surplus (up to a maximum of $500,000) must be
approved in advance by a majority of the disinterested members
of the Board of Directors. Total loans outstanding to such
related persons totaled $2.8 million at December 31,
2008, and were all approved by a majority of disinterested
members of the Board of Directors.
14
PROPOSAL 2 APPROVAL OF THE CENTRAL FEDERAL 2009 EQUITY
COMPENSATION PLAN
At the Annual Meeting, stockholders will be asked to approve the
Central Federal Corporation 2009 Equity Compensation Plan (the
2009 Plan) which was adopted, subject to stockholder
approval, by the Board of Directors on March 19, 2009. The
2009 Plan is similar to the Third Amended and Restated Central
Federal Corporation 2003 Equity Compensation Plan (the
2003 Plan). If approved by the stockholders, the
2009 Plan would replace the 2003 Plan, and would become our
primary plan for providing stock-based incentive compensation to
our eligible employees and directors. If the 2009 Plan is not
approved by the stockholders, our ability to provide future
awards to attract, provide incentives to and retain key
personnel and directors would be limited significantly. If the
2009 Plan is approved by stockholders, no further awards will be
granted under the 2003 Plan. The 2003 Plan will remain in effect
with respect to awards already granted under the 2003 Plan until
such awards have been exercised, forfeited, canceled, have
vested, expired or otherwise terminated in accordance with the
terms of such grants.
The Board of Directors believes that incentive and stock-based
awards focus employees and directors on the dual objective of
creating stockholder value and promoting the Companys
long-term success, and that equity compensation plans like the
2009 Plan help attract, retain and motivate valued employees and
directors. The Board of Directors believes that the 2009 Plan
will help enable the Company to compete effectively with other
financial institutions, attract and retain key personnel and
secure the services of experienced and qualified persons as
directors.
The 2003 Plan provided for the issuance of up to
500,000 shares of Company common stock. As of
April 10, 2009, there were 45,820 shares available for
additional awards under the 2003 Plan. The total number of
shares authorized for issuance as awards under the 2009 Plan is
1,000,000, plus the number of shares remaining reserved for
issuance under the 2003 Plan on the date of stockholder approval
of the 2009 Plan. If the stockholders approve the 2009 Plan, any
shares available for issuance under the 2003 Plan and any shares
subject to grants that are later forfeited or expire under the
2003 Plan will be reserved for issuance under the 2009 Plan.
Effect of Recent Legislation. The EESA and
ARRA direct the United States Department of the Treasury to
adopt rules to implement compensation standards for
those institutions, like the Company, that are recipients under
the Troubled Asset Relief Program, including a prohibition on
bonus, retention or incentive pay other than a certain
prescribed value of restricted stock. As a result, it is likely
that these new legislative and regulatory restrictions will
preclude the grant of any stock options and impose limits on
restricted stock grants to certain of the Companys
officers and highly compensated employees in the future for so
long as the Company is subject to the EESA and ARRA
restrictions. However, the Board of Directors believes it is
important for the stockholders to approve the 2009 Plan so that
options and restricted stock can be used for long-term incentive
purposes when and as permitted under the applicable regulatory
restrictions.
SUMMARY DESCRIPTION OF THE 2009 PLAN. The
principal terms of the 2009 Plan are summarized below. The
following summary is qualified in its entirety by the full text
of the plan, which appears as Appendix A to this proxy
statement.
PURPOSES OF THE 2009 PLAN. The purposes of the
2009 Plan are to provide incentives and rewards to those
employees and directors who are largely responsible for the
success and growth of the Company and its affiliates, and to
assist the Company and CFBank in attracting and retaining
directors, executives and other key employees with experience
and ability.
ADMINISTRATION. The Compensation and
Management Development Committee of the Board of Directors of
the Company will administer the 2009 Plan (the
Committee). Subject to the terms of the plan, the
Committee interprets the plan and is authorized to make all
determinations and decisions under the plan. The Committee also
determines the participants to whom awards will be granted, the
type and amount of awards that will be granted and
15
the terms and conditions applicable to such awards. Each award
granted under the 2009 Plan will be evidenced by an award
agreement that sets forth the terms and conditions of each award.
ELIGIBILITY. All employees and outside
directors of the Company and CFBank are eligible to participate
in the 2009 Plan.
AUTHORIZED SHARES. Subject to the certain
adjustments described in Section 13 of the plan, the number
of shares authorized and reserved for issuance as awards under
the 2009 Plan is 1,000,000, plus the number of shares remaining
reserved for issuance under the 2003 Plan on the date of
stockholder approval of the 2009 Plan. The shares of Company
common stock to be issued as awards under the 2009 Plan may be
either authorized but unissued shares, or reacquired shares held
by the Company as treasury stock.
To the extent that an award is settled in cash or a form other
than shares of Common Stock, the shares that would have been
delivered had there been no such cash or other settlement shall
not be counted against the shares available for issuance under
the 2009 Plan. Shares of Common Stock that are exchanged by a
recipient or withheld by the Company as full or partial payment
in connection with any award under the plan, as well as any
shares exchanged by a recipient or withheld by the Company to
satisfy the tax withholding obligations related to any award
under the plan, will not be counted toward the award limits and
shall be available for subsequent awards under the 2009 Plan.
TYPES OF AWARDS. The 2009 Plan authorizes
grants of stock options, stock appreciation rights and
restricted stock awards.
A stock option is the right to purchase shares of Company common
stock at a future date at a specified price per share (the
exercise price). The per share exercise price of
stock options may not be less than the fair market value of a
share of Company common stock on the date of grant. The exercise
price for a stock option may be paid in cash, common stock or a
combination of cash and common stock, through a cashless
exercise, or, if a stock appreciation right is granted in tandem
with a stock option, by utilizing the stock appreciation right
and paying some or all of the exercise price by withholding of
shares, to the extent permitted by the Committee. Upon written
consent of the Committee, non-statutory stock options may be
transferred pursuant to the terms of the plan. Incentive stock
options may not be transferred or assigned. The maximum term of
a stock option is ten years from the date of grant. The plan
provides for the grant of incentive stock options and
non-statutory stock options. (See FEDERAL
INCOME TAX TREATMENT OF AWARDS UNDER THE 2009 PLAN, below).
A stock appreciation right is the right to receive a payment, in
shares of Common Stock, of an amount equal to the excess of the
fair market value of a specified number of shares of Common
Stock on the date the stock appreciation right is exercised over
the fair market value of a share of Common Stock on the date the
stock appreciation right was granted (the base
price) as specified in the applicable award agreement,
provided, however, that, in the case of a stock appreciation
right granted simultaneously with or added to an option, the
base price shall be the fair market value of a share of Common
Stock on the date such option was granted. The base price may
not be lower than the fair market value of a share of Company
common stock on the date of grant. The maximum term of a stock
appreciation right is ten years from the date of grant or the
shorter period of the option if granted as part of an option.
(See FEDERAL INCOME TAX TREATMENT OF AWARDS
UNDER THE 2009 PLAN, below).
A restricted stock award is a grant of a certain number of
shares of Company common stock subject to the lapse of certain
restrictions (such as continued service) determined by the
Committee. Participants are entitled to receive dividends and
other distributions declared and paid on the shares and may also
vote any unvested shares subject to their restricted stock
awards. (See FEDERAL INCOME TAX TREATMENT OF
AWARDS UNDER THE 2009 PLAN, below).
EFFECT OF TERMINATION OF SERVICE AND CHANGE IN CONTROL ON
AWARDS. The 2009 Plan provides that all
outstanding awards will vest upon death, termination of service
due to disability or upon a change in control, as defined in the
plan. Options and stock appreciation rights that vest upon death
or disability remain exercisable for one year following
termination of service. Options and stock appreciation rights
that vest upon a change in control remain exercisable for their
term. In the event of a Termination for Cause (as defined in the
plan), award recipients forfeit all rights to unvested and
unexercised awards. Unless otherwise determined by the
Committee, upon an award recipients retirement, the
recipient forfeits all unvested awards and has one year to
exercise vested stock options and stock appreciation rights.
Incentive stock options exercised more than three
16
months after an optionees retirement date will be treated
as non-statutory stock options for tax purposes. Award
recipients that terminate service for reasons other than death,
disability or retirement forfeit all rights to any unvested
awards. Vested and unexercised stock options and stock
appreciation rights remain exercisable for three months
following termination of service.
TERM OF THE PLAN. The plan will terminate on
March 19, 2019, unless terminated sooner by the Board of
Directors.
AMENDMENT OF THE PLAN AND AWARDS. The plan
allows the Board of Directors to amend the plan in certain
respects without stockholder approval, unless such approval is
required to comply with tax law, regulatory or listing
requirements. Except in certain situations as described in the
plan, awards cannot be amended without the written consent of an
award recipient.
FEDERAL INCOME TAX TREATMENT OF AWARDS UNDER THE 2009
PLAN. The federal income tax consequences of the
2009 Plan, under current federal law, which is subject to
change, are summarized in the following discussion of the
general tax principles applicable to the plan. This summary is
not intended to be exhaustive and, among other considerations,
does not describe state or local tax consequences.
NON-STATUTORY STOCK OPTIONS (NSO). The Company
is generally entitled to deduct, and the optionee recognizes
taxable income in an amount equal to, the difference between the
option exercise price and the fair market value of the shares at
the time of exercise.
STOCK APPRECIATION RIGHTS. Stock appreciation
rights are generally taxed and deductible in substantially the
same manner as NSOs.
INCENTIVE STOCK OPTIONS (ISO). If an optionee
disposes of shares of Company common stock acquired upon
exercise of an ISO within two years of the date of grant or one
year of the date of exercise, the optionee will recognize
ordinary income, and the Company will be entitled to a
deduction, equal to the excess of the fair market value of the
shares on the date of exercise over the exercise price (limited
generally to the gain on the sale). The balance of any gain or
loss will be treated as a capital gain or loss to the optionee.
If the shares are disposed of after the two-year and one-year
periods mentioned above, the Company will not be entitled to any
deduction, and the entire gain or loss for the optionee will be
treated as a capital gain or loss. However, the excess of the
fair market value of the shares on the date of exercise over the
exercise price is includible for purposes of determining an
optionees alternative minimum tax liability.
The aggregate fair market value of the shares for which ISOs
granted to any employee may be exercisable for the first time by
such employee during any calendar year (under all Company plans)
may not exceed $100,000.
RESTRICTED STOCK AWARD. A restricted stock
award recipient recognizes ordinary income, and the Company is
entitled to a corresponding deduction, equal to the fair market
value of the stock at the time any transfer or forfeiture
restrictions applicable to the restricted stock award lapse. A
restricted stock award recipient who makes an election under
Section 83(b) of the Internal Revenue Code, however,
recognizes ordinary income equal to the fair market value of the
stock at the time of grant, and the Company is entitled to a
corresponding deduction at that time. If the recipient makes a
Section 83(b) election, there are no further federal income
tax consequences to either the recipient or the Company at the
time any applicable transfer or forfeiture restrictions lapse.
SPECIFIC BENEFITS UNDER THE 2009 PLAN. The
Board of Directors has not approved any awards under the 2009
Plan that are conditioned upon stockholder approval of the plan
and is not currently considering any specific award grants under
the 2009 Plan.
Vote
Necessary to Approve the Central Federal 2009 Equity
Compensation Plan
The affirmative vote of the holders of a majority of the shares
present or represented and entitled to vote at the Annual
Meeting is required for approval of this Proposal 2. Shares
in excess of the 10% limit will not be counted as present and
entitled to vote or as votes cast and will have no effect on the
outcome of the vote on this Proposal 2.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
FOR THE APPROVAL OF THE CENTRAL FEDERAL CORPORATION
2009 EQUITY COMPENSATION PLAN.
17
PROPOSAL 3 APPROVAL OF THE AMENDMENT TO
CENTRAL FEDERAL CORPORATIONS CERTIFICATE OF INCORPORATION
The Board unanimously recommends amending the Companys
Certificate of Incorporation to increase the number of
authorized shares of Central Federal Common Stock from
6,000,000 shares to 12,000,000 shares. The amendment
would not change the number of authorized shares of preferred
stock or the par value per share of any stock.
The primary reason the Board is recommending this amendment to
the Companys Certificate of Incorporation is to provide
the Board with the flexibility with respect to a wide variety of
potential corporate purposes, including financings, mergers and
acquisitions, issuances under equity compensation plans, stock
splits in the form of stock dividends, and other general
corporate uses. The Board does not have any present plans to
issue the additional shares.
As of April 10, 2009, there were approximately
4,101,537 shares of Common Stock outstanding, leaving
approximately 1,898,463 shares of Common Stock available
for future issuance, of which remaining shares (i) 336,568
are reserved for issuance pursuant to an outstanding warrant
issued to the United States Department of the Treasury and
(ii) approximately 416,377 are reserved for issuance
pursuant to equity incentive plans previously approved by the
Companys stockholders. 7,225 shares of Central
Federal preferred stock are issued and outstanding, leaving
992,775 shares of preferred stock available for future
issuance.
The additional shares of Common Stock will, if and when issued,
be identical to the shares of Common Stock now authorized and
outstanding. The increase in authorized shares will not affect
the rights of current stockholders, but issuance of the shares
could decrease each existing stockholders proportionate
equity ownership.
The additional shares can be issued by the Board, without
further stockholder action except as required by law or stock
exchange regulations. The Board believes that this flexibility
is in the best interests of the Company and its stockholders.
The resolution adopted by the Board recommending this proposal
states:
RESOLVED: That the Board of Directors of the Company
hereby approves and declares it advisable that the Certificate
of Incorporation be amended (the Amendment) by
deleting in its entirety paragraph A of Article Fourth
and replacing it with the following paragraph:
A. The total number of shares of all classes of stock
which the Corporation shall have authority to issue is
13 million (13,000,000) consisting of:
|
|
|
|
1.
|
One million (1,000,000) shares of Preferred Stock, par value
once cent ($.01) per share (the Preferred
Stock); and
|
|
|
2.
|
12 million (12,000,000) shares of Common Stock, par value
one cent ($.01) per share (the Common Stock).
|
Vote
Necessary to Approve the Amendment and Effectiveness
The affirmative vote of the holders of a majority of the
outstanding shares of all stock entitled to a vote at the Annual
Meeting is required for approval of this Proposal 3. If you
abstain or otherwise do not vote on the proposal, it
has the same effect as a vote against the amendment. Shares in
excess of the 10% limit will not be counted as present and
entitled to vote or as votes cast and will have no effect on the
outcome of the vote on this Proposal 3.
If this proposal is approved, the Amendment to the Certificate
of Incorporation will become effective upon filing the Amendment
with the Delaware Secretary of State.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE FOR THE PROPOSAL TO AMEND THE
COMPANYS CERTIFICATE OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF CENTRAL FEDERAL COMMON
STOCK.
18
PROPOSAL 4 NON-BINDING ADVISORY VOTE APPROVING EXECUTIVE
COMPENSATION
The ARRA, which was enacted on February 17, 2009, requires
that, during the period in which any obligation arising from
financial assistance provided to a recipient under the
Treasurys Troubled Asset Relief Program (TARP)
remains outstanding, any proxy statement for an annual meeting
of stockholders of that TARP recipient at which directors are to
be elected must provide the recipients stockholders with a
so-called say on pay. This means that the recipient
has to provide for a separate stockholder vote to approve the
compensation of the recipients executives, as disclosed
pursuant to the applicable compensation disclosure rules of the
Securities and Exchange Commission. The Company, which has
received funds under the TARP, is complying with the say
on pay requirement through the presentation of this
Proposal 4.
The purpose of the Companys compensation policies and
procedures is to attract and retain experienced, highly
qualified executives critical to the Companys long-term
success and enhancement of stockholder value. Those policies and
procedures also should strongly align the interests of our
executives with the interests of our stockholders in building
the long-term value of the Company. The Board of Directors and
the Compensation and Development Committee believe that the
Companys compensation policies and procedures achieve
these objectives and that our compensation levels, policies and
procedures, as disclosed and discussed in this Proxy Statement,
are reasonable in comparison both to our peer bank holding
companies and to the Companys performance during 2008.
Accordingly, the Company presents the following advisory
proposal for stockholder approval:
Resolved, that the stockholders approve the
compensation of the Companys executive officers, as
disclosed in this Proxy Statement pursuant to the compensation
disclosure rules of the Securities and Exchange Commission
applicable to the Company.
Your vote on this proposal is advisory and is not binding on the
Company or its Board of Directors. The Board of Directors may,
however, take into account the outcome of the vote when
considering future executive compensation decisions.
Vote
Necessary to Approve Proposal 4
The affirmative vote of the holders of a majority of the shares
present or represented and entitled to vote at the Annual
Meeting is required for approval of this Proposal 4. Shares
in excess of the 10% limit will not be counted as present and
entitled to vote or as votes cast and will have no effect on the
outcome of the vote on this Proposal 4.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE FOR THE PROPOSAL TO APPROVE
THE COMPENSATION OF THE COMPANYS EXECUTIVE OFFICERS AS
DISCLOSED IN THIS PROXY STATEMENT.
19
PROPOSAL 5 RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED
PUBLIC ACCOUNTING FIRM
The Audit Committee, with the approval of the Board of
Directors, has appointed Crowe Horwath LLP to be its independent
registered public accounting firm for 2009, subject to
ratification by stockholders. A representative of Crowe Horwath
LLP is expected to be present at the Meeting to respond to
appropriate questions from stockholders and will have the
opportunity to make a statement should he or she desire to do so.
If stockholders do not ratify the appointment of Crowe Horwath
LLP as the Companys independent registered public
accounting firm for 2009, the Audit Committee may replace them
with another independent registered public accounting firm for
the balance of the year or may continue to use Crowe Horwath LLP
if the Audit Committee deems it to be in the best interest of
the Company under the circumstances.
Vote
Necessary to Approve Proposal 5
The affirmative vote of the holders of a majority of the shares
present or represented and entitled to vote at the Annual
Meeting is required for approval of this Proposal 5. Shares
in excess of the 10% limit will not be counted as present and
entitled to vote or as votes cast and will have no effect on the
outcome of the vote on this Proposal 5.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE
FOR RATIFICATION OF THE APPOINTMENT OF CROWE HORWATH
LLP AS THE COMPANYS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2009.
The following table sets forth the fees billed to the Company
for 2008 and 2007 by Crowe Horwath LLP:
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
Audit Fees
|
|
$
|
59,950
|
|
|
$
|
56,000
|
|
Audit-Related Fees
|
|
|
34,643
|
|
|
|
31,950
|
|
Tax Fees
|
|
|
|
|
|
|
|
|
All Other Fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
94,593
|
|
|
$
|
87,950
|
|
|
|
|
|
|
|
|
|
|
Audit-related fees were related to Crowe Horwath LLPs
review of the Companys filings with the Securities and
Exchange Commission during 2008 and 2007.
The Companys Audit Committee must pre-approve all
engagements of the independent registered public accounting firm
by the Company and its subsidiaries, including CFBank, as
required by the Audit Committees charter and the rules of
the Securities and Exchange Commission. Prior to the beginning
of each fiscal year, the Audit Committee approves an annual
estimate of fees for engagements, taking into account whether
the services are permissible under applicable law and the
possible impact of each non-audit service on the independent
registered public accounting firms independence from
management. In addition, the Audit Committee evaluates known
potential engagements of the independent registered public
accounting firm, including the scope of the proposed work to be
performed and the proposed fees, and approves or rejects each
service. Management may present additional services for approval
at subsequent committee meetings. The Audit Committee has
delegated to the Audit Committee Chairman the authority to
evaluate and approve engagements on behalf of the Audit
Committee in the event a need arises for pre-approval between
Committee meetings and in the event the engagement for services
was within the annual estimate but not specifically approved. If
the Chairman so approves any such engagements, he reports that
approval to the full Committee at the next Committee meeting.
Since the effective date of the Securities and Exchange
Commissions rules that strengthen independent registered
public accounting firm independence, all audit, audit-related,
tax and other services, if applicable, as provided by Crowe
Horwath LLP, have been pre-approved in accordance with the Audit
Committees policies and procedures.
20
STOCK
OWNERSHIP
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table provides information as of March 15,
2009 about the persons known by the Company to be beneficial
owners of more than 5% of the Companys outstanding common
stock. A person may be considered to beneficially own any shares
of common stock over which he or she has, directly or
indirectly, sole or shared voting or investment power.
|
|
|
|
|
|
|
|
|
|
|
Amount and
|
|
|
|
|
|
|
Nature of
|
|
|
Percent of
|
|
|
|
Beneficial
|
|
|
Common Stock
|
|
Name and Address of Beneficial
Owner
|
|
Ownership
|
|
|
Outstanding
|
|
|
Uni Capital LP (1)
|
|
|
410,784
|
|
|
|
10.02
|
%
|
Uni Capital GC LP
|
|
|
|
|
|
|
|
|
Reid S. Buerger
|
|
|
|
|
|
|
|
|
7111 Valley Green Road
|
|
|
|
|
|
|
|
|
Fort Washington, PA 19304
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wellington Management Co., LLP (2)
|
|
|
333,088
|
|
|
|
8.12
|
%
|
75 State Street
|
|
|
|
|
|
|
|
|
Boston, MA 02109
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Based on information contained in a
statement on Schedule 13D dated August 22, 2008 and
filed August 22, 2008, this group has sole voting power
over 410,784 shares of the outstanding common stock of the
Company and sole investment power over 410,784 shares of
the outstanding common stock of the Company.
|
|
(2)
|
|
Based on information contained in a
statement on Schedule 13G/A dated December 31, 2007
and filed February 14, 2008, Wellington Management Co., LLP
has shared voting power over 251,388 shares of the
outstanding common stock of the Company and shared investment
power over 333,088 shares of the outstanding common stock
of the Company.
|
21
SECURITY
OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information as of March 15,
2009 with respect to the number of shares of Company common
stock considered to be owned by each director or nominee for
director of the Company, by each executive officer named in the
Summary Compensation Table and by all directors and executive
officers of the Company as a group. A person may be considered
to own any shares of common stock over which he or she has,
directly or indirectly, sole or shared voting or investment
power.
|
|
|
|
|
|
|
|
|
|
|
Amount and Nature of
|
|
|
|
Beneficial Ownership
|
|
|
|
Shares
|
|
|
Percent
|
|
|
Mark S. Allio, Chairman of the Board, President and Chief
Executive Officer (1)
|
|
|
161,856
|
|
|
|
3.9
|
%
|
David C. Vernon, Chairman Emeritus (2)
|
|
|
120,381
|
|
|
|
2.9
|
%
|
Jeffrey W. Aldrich, Director (3)
|
|
|
37,790
|
|
|
|
0.9
|
%
|
Thomas P. Ash, Director (4)
|
|
|
37,672
|
|
|
|
0.9
|
%
|
William R. Downing, Director (5)
|
|
|
36,692
|
|
|
|
0.9
|
%
|
Gerry W. Grace, Director (4)
|
|
|
55,251
|
|
|
|
1.3
|
%
|
Jerry F. Whitmer, Director (6)
|
|
|
10,500
|
|
|
|
0.3
|
%
|
Raymond E. Heh, President and Chief Operating Officer, CFBank (7)
|
|
|
49,465
|
|
|
|
1.2
|
%
|
Eloise L. Mackus, Executive Vice President, General Counsel and
Secretary (8)
|
|
|
41,249
|
|
|
|
1.0
|
%
|
All directors and executive officers as a group
(11 persons) (9)
|
|
|
683,527
|
|
|
|
15.8
|
%
|
|
|
|
(1)
|
|
Includes 11,999 shares awarded
to Mr. Allio pursuant to the Companys equity
compensation plans which have not yet vested, but as to which he
may provide voting recommendations. Includes 31,974 shares
which may be acquired by exercising stock options within
60 days. Also includes 1,300 shares owned by Michele
Allio, Mr. Allios spouse.
|
|
(2)
|
|
Includes 1,200 shares awarded
to Mr. Vernon pursuant to the Companys equity
compensation plans which have not yet vested, but as to which he
may provide voting recommendations. Includes 61,890 shares
which may be acquired by exercising stock options within
60 days. Also includes 412 shares owned by M.
Catherine Vernon, Mr. Vernons spouse.
|
|
(3)
|
|
Includes 400 shares awarded to
Mr. Aldrich pursuant to the Companys equity
compensation plans which have not yet vested, but as to which he
may provide voting recommendations. Includes 12,194 shares
which may be acquired by exercising stock options within
60 days. Also includes 23,322 shares owned by Jean
Aldrich, Mr. Aldrichs spouse.
|
|
(4)
|
|
Includes 400 shares awarded to
these outside directors pursuant to the Companys equity
compensation plans which have not yet vested, but as to which
they may provide voting recommendations. Includes
12,194 shares which may be acquired by exercising stock
options within 60 days.
|
|
(5)
|
|
Includes 400 shares awarded to
Mr. Downing pursuant to the Companys equity
compensation plans which have not yet vested, but as to which he
may provide voting recommendations. Includes 2,500 shares
which may be acquired by exercising stock options within
60 days. Also includes 16,192 shares owned by R.H.
Downing, Inc., which is 100% owned by Mr. Downing, and
10,000 shares owned by Mary Downing Trust, of which
Mr. Downing is trustee.
|
|
(6)
|
|
Includes 400 shares awarded to
Mr. Whitmer pursuant to the Companys equity
compensation plans which have not yet vested, but as to which he
may provide voting recommendations. Includes 2,500 shares
which may be acquired by exercising stock options within
60 days.
|
|
(7)
|
|
Includes 5,533 shares awarded
to Mr. Heh pursuant to the Companys equity
compensation plans which have not yet vested, but as to which he
may provide voting recommendations. Includes 32,465 shares
which may be acquired by exercising stock options within
60 days.
|
|
(8)
|
|
Includes 4,051 shares awarded
to Ms. Mackus pursuant to the Companys equity
compensation plans which have not yet vested, but as to which
she may provide voting recommendations. Includes
19,999 shares which may be acquired by exercising stock
options within 60 days.
|
|
(9)
|
|
Includes 5,800 shares awarded
to officers not listed in the table pursuant to the
Companys equity compensation plans which have not yet
vested, but as to which they may provide voting recommendations.
Includes 48,000 shares which officers not listed in the
table may acquire by exercising stock options within
60 days.
|
22
EQUITY COMPENSATION PLAN INFORMATION. The following
table sets forth information about Company common stock that may
be issued upon exercise of options, warrants and rights under
all of the Companys equity compensation plans as of
December 31, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
Number of
|
|
|
|
Securities to be
|
|
|
|
|
|
Securities
|
|
|
|
Issued Upon
|
|
|
Weighted-Average
|
|
|
Remaining
|
|
|
|
Exercise of
|
|
|
Exercise Price of
|
|
|
Available for Future
|
|
|
|
Outstanding
|
|
|
Outstanding
|
|
|
Issuance under
|
|
|
|
Options, Warrants
|
|
|
Options, Warrants
|
|
|
Equity Compensation
|
|
Plan Category
|
|
and Rights
|
|
|
and Rights
|
|
|
Plans
|
|
|
Equity compensation plans approved by stockholders
|
|
|
416,377
|
|
|
$
|
8.47
|
|
|
|
46,620
|
|
Equity compensation plans not approved by stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
416,377
|
|
|
$
|
8.47
|
|
|
|
46,620
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MISCELLANEOUS
The Company will pay the cost of this proxy solicitation. The
Company will reimburse brokerage firms and other custodians,
nominees and fiduciaries for reasonable expenses incurred by
them in sending proxy materials to the beneficial owners of the
Companys common stock. Directors, officers and regular
employees of the Company may also solicit proxies personally or
by telephone and will not receive additional compensation for
these activities.
STOCKHOLDER
PROPOSALS
If a stockholder desires to have a proposal included in the
Companys proxy statement and form of proxy for the 2010
annual meeting of stockholders, the proposal must conform to the
requirements of Exchange Act
Rule 14a-8
and other applicable proxy rules and interpretations of the
Securities and Exchange Commission concerning the submission and
content of proposals and must be received by the Company, at
2923 Smith Road, Fairlawn, Ohio 44333, prior to the close
of business on December 23, 2009.
The Companys Bylaws provide an advance notice procedure
for a stockholder to properly bring business before an annual
meeting of stockholders. For business to be properly brought
before an annual meeting by a stockholder, the business must
relate to a proper subject matter for stockholder action and the
stockholder must have given timely notice thereof in writing to
the Corporate Secretary of the Company. To be timely, a
stockholders notice must be delivered or mailed to and
received at the principal executive offices of the Company not
less than 90 days prior to the date of the annual meeting;
provided, however, that in the event that less than
100 days notice or prior public disclosure of the
date of the meeting is given or made to stockholders, notice by
the stockholder to be timely must be received not later than the
close of business on the 10th day following the day on
which such notice of the date of the annual meeting was mailed
or such public disclosure was made. A stockholders notice
to the Corporate Secretary shall set forth as to each matter
such stockholder proposes to bring before the annual meeting:
(i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting
such business at the annual meeting; (ii) the name and
address, as they appear on the Companys books, of the
stockholder proposing such business; (iii) the class and
number of shares of the Companys capital stock that are
beneficially owned by such stockholder; and (iv) any
material interest of such stockholder in such business.
Assuming that the 2010 annual meeting of stockholders is held on
the third Thursday of May, as has been the Companys recent
practice, and that such date is announced at least 100 days
in advance, a stockholders proposal for that meeting must
be received by the Company at 2923 Smith Road, Fairlawn, Ohio
44333, not later than the close of business on February 19,
2010, in order to be considered timely. If any such proposal is
received after such date, it will be considered untimely, and
the persons named in the proxies solicited by the Board of
Directors of the Company may exercise discretionary voting power
with respect to that proposal.
Stockholder nominations for director are discussed above under
the caption CORPORATE GOVERNANCE AND NOMINATING
COMMITTEE.
23
A COPY OF THE
FORM 10-K
(WITHOUT EXHIBITS) FOR THE YEAR ENDED DECEMBER 31, 2008, AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WILL BE
FURNISHED WITHOUT CHARGE TO STOCKHOLDERS OF RECORD UPON WRITTEN
REQUEST TO THE CORPORATE SECRETARY, CENTRAL FEDERAL CORPORATION,
2923 SMITH ROAD, FAIRLAWN, OHIO 44333.
BY ORDER OF THE BOARD OF DIRECTORS
Eloise L. Mackus
Corporate Secretary
Fairlawn, Ohio
April 21, 2009
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN
PERSON. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING,
YOU ARE REQUESTED TO SIGN, DATE AND PROMPTLY RETURN THE
ACCOMPANYING PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
24
CENTRAL
FEDERAL CORPORATION
2009 EQUITY COMPENSATION PLAN
This is the Central Federal Corporation 2009 Equity Compensation
Plan. This plan document supersedes the prior Third Amended and
Restated Central Federal Corporation 2003 Equity Compensation
Plan. Upon approval by the Holding Companys shareholders,
this Plan shall amend the Third Amended and Restated Central
Federal Corporation 2003 Equity Compensation Plan to immediately
terminate the right to make additional grants under such 2003
plan.
|
|
(a) |
Affiliate means any parent
corporation or subsidiary
corporation of the Holding Company, as such terms are
defined in Sections 424(e) and 424(f) of the Code.
|
|
|
(b) |
Award means, individually or collectively, a
grant under the Plan of Non-Statutory Stock Options, Incentive
Stock Options, Stock Appreciation Rights and Restricted Stock
Awards.
|
|
|
(c) |
Bank means CFBank and includes any of its
wholly owned subsidiaries.
|
|
|
(d) |
Board of Directors means the board of
directors of the Holding Company.
|
|
|
(e) |
Change in Control means with respect to the
Bank or the Holding Company, an event of a nature that:
|
|
|
|
|
(i)
|
would be required to be reported in response to Item 5.01
of the current report on
Form 8-K,
as in effect on the date hereof, pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 (the
Exchange Act); or
|
|
|
(ii)
|
results in a Change in Control of the Holding Company or the
Bank within the meaning of the Home Owners Loan Act of
1933, as amended, or the Federal Deposit Insurance Act and the
Rules or Regulations promulgated by the Office of Thrift
Supervision (the OTS) (or its predecessor
agency), as in effect on the date hereof (provided, that in
applying the definition of change in control as set forth under
the rules and regulations of the OTS, the Board shall substitute
its judgment for that of the OTS); or
|
|
|
(iii)
|
without limitation, such a Change in Control shall be deemed to
have occurred at such time as:
|
|
|
|
|
(A)
|
any person (as the term is used in Sections
13(d) and 14(d) of the Exchange Act) is or becomes the
beneficial owner (as defined in
Rule 13d-3
under the Exchange Act), directly or indirectly, of voting
securities of the Bank or the Holding Company representing 20%
or more of the Banks or the Holding Companys
outstanding voting securities or right to acquire such
securities except for any voting securities of the Bank
purchased by the Holding Company and any voting securities
purchased by any employee benefit plan of the Holding Company or
its Subsidiaries; or
|
|
|
|
|
(B)
|
individuals who constitute the Board on the date hereof (the
Incumbent Board) cease for any reason to
constitute at least a majority thereof, provided that any person
becoming a director subsequent to the date hereof whose election
was approved by a vote of at least three-quarters of the
directors comprising the Incumbent Board, or whose nomination
for election by the Holding Companys stockholders was
approved by a Nominating Committee solely composed of members
who are Incumbent Board members, shall be, for purposes of this
clause (B), considered as though he were a member of the
Incumbent Board; or
|
|
|
(C)
|
a plan of reorganization, merger, consolidation, sale of all or
substantially all the assets of the Bank or the Holding Company
or similar transaction occurs or is effectuated in which the
Bank or Holding Company is not the resulting entity; or
|
|
|
|
|
(D)
|
a proxy statement has been distributed soliciting proxies from
stockholders of the Holding Company, by someone other than the
current management of the Holding
|
APPENDIX A-1
|
|
|
|
|
Company, seeking stockholder approval of a plan of
reorganization, merger or consolidation of the Holding Company
or Bank with one or more corporations as a result of which the
outstanding shares of the class of securities then subject to
such plan or transaction are exchanged for or converted into
cash or property or securities not issued by the Bank or the
Holding Company shall be distributed; or
|
|
|
|
|
(E)
|
a tender offer is made for 20% or more of the voting securities
of the Bank or Holding Company then outstanding.
|
|
|
(f) |
Code means the Internal Revenue Code of 1986,
as amended.
|
|
|
(g)
|
Committee means the Compensation Committee of
the Board or such other committee of the Board as may be
designated by the Board to administer the Plan, which committee
shall consist of three or more members of the Board, each of
whom is both a non-employee director within the
meaning of Rule
16b-3
promulgated under the Exchange Act and an outside
director within the meaning of such term as contained in
applicable regulations interpreting Section 162(m) of the
Code; provided, however, that with respect to the application of
the Plan to Awards made to Directors, Committee
means the Board. To the extent that no Committee exists that has
the authority to administer the Plan, the functions of the
Committee shall be exercised by the Board. If for any reason the
appointed Committee does not meet the requirements of
Rule 16b-3
or Section 162(m) of the Code, such noncompliance with such
requirements shall not affect the validity of Awards, grants,
interpretations or other actions of the Committee.
|
|
(h)
|
Common Stock means the common stock of the
Holding Company, par value $.01 per share.
|
|
|
(i)
|
Disability means any mental or physical
condition with respect to which the Participant qualifies for
and receives benefits under a long-term disability plan of the
Holding Company or an Affiliate, or in the absence of such a
long-term disability plan or coverage under such a plan,
Disability shall mean a physical or mental
condition which, in the sole discretion of the Committee, is
reasonably expected to be of indefinite duration and to
substantially prevent the Participant from fulfilling his duties
or responsibilities to the Holding Company or an Affiliate. In
the case of Incentive Stock Options, Disability has
the meaning set forth in Code Section 22(e)(3).
|
|
(j)
|
Effective Date of this Central Federal
Corporation 2009 Equity Compensation Plan means March 19,
2009.
|
|
|
(k) |
Employee means any person employed by the
Holding Company or an Affiliate. Directors who are also employed
by the Holding Company or an Affiliate shall be considered
Employees under the Plan.
|
|
|
(l) |
Exchange Act means the Securities Exchange
Act of 1934, as amended.
|
|
|
(m) |
Exercise Price means the price at which an
individual may purchase a share of Common Stock pursuant to an
Option.
|
|
|
(n) |
Fair Market Value means the market price of
Common Stock, determined by the Committee as follows:
|
|
|
|
|
(i)
|
If the Common Stock was traded on the date in question on the
Nasdaq®
Stock Market, then the Fair Market Value shall be equal to the
closing price reported for such date;
|
|
|
(ii)
|
If the Common Stock was traded on a stock exchange for the date
in question, then the Fair Market Value shall be equal to the
closing price reported by the applicable composite transactions
report for such date; and
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|
|
(iii)
|
If neither of the foregoing provisions is applicable, then the
Fair Market Value shall be determined by the Committee in good
faith by reasonable application of a reasonable valuation
method, considering any and all information the Committee
determines relevant, consistent with Code Section 409A and
Treasury Regulations thereunder.
|
The Committees determination of Fair Market Value shall be
conclusive and binding on all persons.
APPENDIX A-2
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|
(o)
|
Holding Company means Central Federal
Corporation (formerly Grand Central Financial Corp.) and any
entity which succeeds to the business of Central Federal
Corporation.
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(p)
|
Incentive Stock Option means a stock option
granted under the Plan that is intended to meet the requirements
of Section 422 of the Code.
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(q)
|
Named Executive means any individual who is
either the chief executive officer of the Holding Company (or is
acting in such capacity), the principal financial officer of the
Holding Company (or is acting in such capacity), or is among the
three most highly compensated officers of the Holding Company
(other than the chief executive officer, and other than the
principal financial officer unless the smaller reporting
companies rules apply), has compensation which is required to be
reported to shareholders under the Exchange Act, and whose
compensation is subject to the deduction limits of Code
Section 162(m) from time to time; provided that, for
purposes of compliance with the Troubled Asset Relief Program
requirements, Named Executives will be identified under the
Troubled Asset Relief Program regulations and guidance, and
there will be at least five Named Executives.
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(r) |
Non-Statutory Stock Option means any stock
option granted to an individual under the Plan that does not
qualify as an Incentive Stock Option.
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(s) |
Option means an Incentive Stock Option or a
Non-Statutory Stock Option.
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(t) |
Outside Director means a member of the
board(s) of directors of the Holding Company or an Affiliate who
is not also an Employee of the Holding Company or an Affiliate.
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(u)
|
Participant means any Employee or Outside
Director who was granted an Option, SAR or Restricted Stock
Award under the Plan.
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(v)
|
Plan means this Central Federal Corporation
2009 Equity Compensation Plan.
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(w) |
Restricted Stock Award means an Award of
restricted stock granted to an individual pursuant to
Section 8 of the Plan.
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(x)
|
Retirement with respect to an Employee means,
except as otherwise provided in an Award Agreement, retirement
from employment with the Holding Company or an Affiliate in
accordance with the then current retirement policies of the
Holding Company or Affiliate, as applicable.
Retirement with respect to an Outside
Director means the termination of service from the board(s) of
directors of the Holding Company and any Affiliate following
written notice to such board(s) of directors of the Outside
Directors intention to retire.
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(y)
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Stock Appreciation Right or
SAR means a right to a payment provided in
accordance with Section 7 of the Plan.
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(z) |
Termination for Cause shall mean, in the case
of an Outside Director, removal from the board(s) of directors
of the Holding Company and its Affiliates in accordance with the
applicable by-laws of the Holding Company and its Affiliates or,
in the case of an Employee, as defined under any employment
agreement with the Holding Company or an Affiliate; provided,
however, that if no employment agreement exists with respect
to the Employee, Termination for Cause shall mean termination of
employment because of a material loss to the Holding Company or
an Affiliate, as determined by and in the sole discretion of the
Board of Directors or its designee(s), or a termination of
employment because of a material violation of Holding Company or
Bank policies or code of conduct.
|
The purpose of this Plan is to:
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|
(a) |
provide the Holding Company with the ability to continue using
Common Stock as a means to attract and retain Employees and
Outside Directors;
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|
(b) |
provide Participants with additional incentives to use their
best efforts toward the success of the Holding Company and its
Affiliates; and
|
APPENDIX A-3
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|
(c) |
align the financial interests of Participants with the interests
of the Holding Companys shareholders.
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(a) |
Incentive Stock Options may be granted to any individual who, at
the time the Incentive Stock Option is granted, is an Employee.
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(b) |
Non-Qualified Stock Options may be granted to Employees and
Outside Directors.
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(c) |
Stock Appreciation Rights may be granted to Employees and
Outside Directors.
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(d) |
Restricted Stock Awards may be granted to Employees and Outside
Directors.
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(a) |
The Committee shall administer the Plan.
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(i)
|
select the individuals who are to receive grants of Awards under
the Plan;
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(ii)
|
determine the type, number, vesting requirements and other
features and conditions of Awards made under the Plan;
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(iii)
|
interpret the Plan and Award Agreements (as defined
below); and
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|
(iv)
|
make all other decisions related to the operation of the Plan.
|
In granting Awards under the Plan, the Committee shall consider
recommendations of the Chief Executive Officer. The Committee
shall adopt any rules or guidelines that it deems appropriate to
implement and administer the Plan. The Committees
determinations under the Plan shall be final and binding on all
persons.
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|
(c) |
Each Award granted under the Plan shall be evidenced by a
written agreement (Award Agreement). Each
Award Agreement shall constitute a binding contract between the
Holding Company or an Affiliate and the Award holder, and every
Award holder, upon acceptance of an Award Agreement, shall be
bound by the terms and restrictions of the Plan and the Award
Agreement. The terms of each Award Agreement shall be set in
accordance with the Plan, but each Award Agreement may also
include any additional provisions and restrictions determined by
the Committee, including, without limitation, a condition that
the granting of an Award is subject to the surrender for
cancellation of any or all outstanding Awards held by the
Participant, provided that any surrender shall be considered a
substitution under Section 409A and provisions can be
different only to the extent that the original option could have
been amended to include such provision. In particular, and at a
minimum, the Committee shall set forth in each Award Agreement:
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(i)
|
the type of Award granted;
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(ii)
|
the Exercise Price of any Option or base price of any SAR;
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(iii)
|
the number of shares subject to the Award;
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|
(iv)
|
the expiration date of the Award;
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|
(v)
|
the manner, time and rate (cumulative or otherwise) of exercise
or vesting of the Award; and
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|
|
(vi)
|
the restrictions, if any, placed on the Award, or upon shares
which may be issued upon the exercise or vesting of the Award.
|
The Chairman of the Committee and such Outside Directors and
Employees as shall be designated by the Committee are hereby
authorized to execute Award Agreements on behalf of the Holding
Company or an Affiliate and to cause them to be delivered to the
recipients of Awards granted under the Plan.
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|
(d) |
The Committee may delegate all authority for the determination
of forms of payment to be made or received by the Plan and for
the execution of any Award Agreement. The Committee may rely on
the descriptions,
|
APPENDIX A-4
|
|
|
representations, reports and estimates provided to it by the
management of the Holding Company or an Affiliate for
determinations to be made pursuant to the Plan.
|
|
|
(e) |
Grants shall not be deemed made or the Fair Market Value of the
underlying Awards determined, until (i) written action is
unanimously signed or (ii) a Committee resolution is duly
adopted at a meeting called in conformance with the rules
governing the Committees operation, or (iii) where
the authority to serve as the Committee has been delegated, when
any paper or electronic writing by the delegatee listing the
material terms of the grants (i.e, at least the names of
Participants and amount and type of Awards to be granted to
each), is delivered to Company personnel responsible for the
prompt preparation of Award Agreements, for purposes of
directing the prompt preparation of Award Agreements using the
Fair Market Value at the close of the market on the date of that
Committee action. The grant must be promptly communicated to
Participants.
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|
|
5.
|
STOCK
SUBJECT TO THE PLAN
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|
|
(a) |
Subject to adjustment as provided in Section 13 of the
Plan, the number of shares reserved for Awards under the Plan is
1,000,000, plus the number of remaining shares reserved for
issuance under the 2003 Equity Compensation Plan on the date
Holding Company shareholders approve this Plan, and will include
any shares that are subject to grants under the 2003 Equity
Compensation Plan that are later forfeited or expire. The
following limits also apply with respect to Awards granted under
the Plan:
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|
|
|
|
(i)
|
The maximum number of shares of Common Stock that may be issued
in the form of Incentive Stock Options granted under the Plan is
1,000,000, or the full number of shares of Common Stock
available under (a) less the number of shares of Common
Stock issued pursuant to Non-Statutory Stock Options and
Restricted Stock Awards.
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|
|
(ii)
|
The maximum number of shares of Common Stock that may be
delivered pursuant to Restricted Stock Awards granted under the
Plan is 1,000,000.
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|
|
(iii)
|
The maximum number of shares of Common Stock that may be subject
to all Options and SARs granted under the Plan to any one
Participant during a calendar year is 500,000.
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|
|
(b) |
The shares of Common Stock issued under the Plan may be either
authorized but unissued shares or authorized shares previously
issued and acquired or reacquired by the Holding Company. Shares
underlying outstanding Awards will be unavailable for any other
use, including future grants under the Plan, except that, to the
extent the Awards terminate, expire or are forfeited without
vesting or having been exercised or paid, such expired,
forfeited or unexercised awards will not be counted toward the
award limits stated above, and new Awards may be granted with
respect to these shares subject to the limitations set forth in
this Section 5, except as otherwise provided for 162(m)
purposes.
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|
|
(c) |
To the extent that an Award is settled in cash or a form other
than shares of Common Stock, the shares that would have been
delivered had there been no such cash or other settlement shall
not be counted against the shares available for issuance under
this Plan. Shares of Common Stock that are exchanged by a
Participant or withheld by the Holding Company as full or
partial payment in connection with any Award under this Plan, as
well as any shares exchanged by a Participant or withheld by the
Holding Company to satisfy the tax withholding obligations
related to any Award under this Plan, will not be counted toward
the award limits stated above and shall be available for
subsequent Awards under this Plan.
|
The Committee may, subject to the limitations of this Plan and
the availability of shares of Common Stock reserved but not
previously awarded under the Plan, grant Options to Employees
and outside directors, subject to terms and conditions as it may
determine, to the extent that such terms and conditions are
consistent with the following provisions:
|
|
(a) |
Exercise Price. The Exercise Price
shall not be less than one hundred percent (100%) of the Fair
Market Value of the Common Stock on the date of grant.
|
APPENDIX A-5
|
|
(b) |
Terms of Options. In no event may an
individual exercise an Option, in whole or in part, more than
ten (10) years from the date of grant.
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|
|
(c) |
Non-Transferability. Unless otherwise
determined by the Committee in accordance with this
Section 6(c), an individual may not transfer, assign,
hypothecate, or dispose of an Option in any manner, other than
by will or the laws of intestate succession. The Committee may,
however, in its sole discretion, permit transfer or assignment
of a Non-Statutory Stock Option or SAR, if it determines that
the transfer or assignment is for valid estate planning purposes
and is permitted under the Code and
Rule 16b-3
of the Exchange Act. For purposes of this Section 6(c), a
transfer for valid estate planning purposes includes, but is not
limited to, transfers:
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(i)
|
to a revocable inter vivos trust, as to which an
individual is both settlor and trustee; or
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|
(ii)
|
for no consideration to:
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|
(A)
|
any member of the individuals Immediate Family;
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|
|
(B)
|
a trust solely for the benefit of members of the
individuals Immediate Family;
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|
(C)
|
any partnership whose only partners are members of the
individuals Immediate Family; or
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|
|
|
(D)
|
any limited liability corporation or other corporate entity
whose only members or equity owners are members of the
individuals Immediate Family.
|
For purposes of this Section 6(c), Immediate
Family includes, but is not necessarily limited to, an
individuals parents, grandparents, spouse, children,
grandchildren, siblings (including half brothers and sisters),
and individuals who are family members by adoption. Nothing
contained in this Section 6(c) shall be construed to
require the Committee to approve the transfer or assignment of
any Non-Statutory Stock Option, in whole or in part. Receipt of
the Committees approval to transfer or assign a
Non-Statutory Stock Option, in whole or in part, does not mean
that the Committee must approve a transfer or assignment of any
other Non-Statutory Stock Option, or portion thereof. The
transferee or assignee of any Non-Statutory Stock Option shall
be subject to all terms and conditions applicable to the Option
immediately prior to transfer or assignment, and shall remain
subject to any other conditions proscribed by the Committee with
respect to the Option.
|
|
(d) |
Special Rules for Incentive Stock
Options. Notwithstanding foregoing
provisions, the following rules apply to the grant of Incentive
Stock Options:
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|
|
|
|
(i)
|
If an Employee owns or is treated as owning, for purposes of
Section 422 of the Code, Common Stock representing more
than ten percent (10%) of the total combined voting securities
of the Holding Company at the time the Committee grants the
Incentive Stock Option (a 10% Owner), the
Exercise Price shall not be less than one hundred and ten
percent (110%) of the Fair Market Value of the Common Stock on
the date of grant.
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|
|
(ii)
|
An Incentive Stock Option granted to a 10% Owner shall not be
exercisable more than five (5) years from the date of grant.
|
|
|
(iii)
|
To the extent the aggregate Fair Market Value of shares of
Common Stock with respect to which Incentive Stock Options are
exercisable for the first time by an Employee during any
calendar year, under the Plan or any other stock option plan of
the Holding Company, exceeds $100,000, or such higher value as
may be permitted under Section 422 of the Code, Options in
excess of the limit shall be treated as Non-Statutory Stock
Options. Fair Market Value shall be determined as of the date of
grant for each Incentive Stock Option.
|
|
|
(iv)
|
Each Award Agreement for an Incentive Stock Option shall require
the individual to notify the Committee within ten (10) days
of any disposition of shares of Common Stock under the
circumstances described in Section 421(b) of the Code
(relating to certain disqualifying dispositions).
|
APPENDIX A-6
|
|
|
|
(v)
|
Incentive Stock Options exercised more than three
(3) months following the date an Employee terminates
employment (for reasons other than death or Disability) will be
treated as Non-Statutory Stock Options. In the event employment
is terminated due to death or Disability, Incentive Stock
Options will remain exercisable for one (1) year from the
date the Employee terminates employment.
|
|
|
(e) |
Acceleration Upon a Change in
Control. Upon a Change in Control, all
Options held by an individual as of the date of the Change in
Control shall immediately become exercisable and shall remain
exercisable until the expiration of the Option term.
|
|
|
(f) |
Termination of Employment or
Service. The following rules apply upon the
termination of a Participants employment or other service:
|
|
|
|
|
(i)
|
In General. Unless the Committee determines
otherwise, upon termination of employment or service for any
reason other than Retirement, Disability or death, or
Termination for Cause, a Participant may exercise only those
Options that were immediately exercisable by the Participant at
the date of termination, and only for a period of three
(3) months from the date of termination, or, if sooner,
until the expiration of the Option term.
|
|
|
(ii)
|
Retirement. Unless the Committee determines
otherwise, upon a Participants Retirement, the Participant
may exercise only those Options that were immediately
exercisable by the Participant at the date of Retirement, and
only for a period of one (1) year from the date of
Retirement, or, if sooner, until the expiration of the Option
term. Incentive Stock Options exercised more than three
(3) months following a Participants Retirement date
will be treated as Non-Statutory Stock Options for tax purposes.
|
|
|
(iii)
|
Disability or Death. Unless the Committee
determines otherwise, upon termination of a Participants
employment or service due to Disability or death, all Options
shall become immediately exercisable and shall remain
exercisable for a period of one (1) year from the date of
termination, or, if sooner, until the expiration of the Option
term.
|
|
|
(iv)
|
Termination for Cause. Unless the Committee
determines otherwise, upon Termination for Cause, all rights to
a Participants Options shall expire immediately upon the
effective date of Termination for Cause.
|
|
|
7.
|
STOCK
APPRECIATION RIGHTS
|
An SAR shall provide a Participant with the right to receive a
payment, in Common Stock, equal to the excess of the Fair Market
Value of a specified number of shares of Common Stock on the
date the SAR is exercised over the Fair Market Value of a share
of Common Stock on the date the SAR was granted (the
base price) as set forth in the applicable
Award Agreement, provided, however, that, in the case of an SAR
granted simultaneously with or added to an Option, the base
price shall be the Fair Market Value of a share of Common Stock
on the date such Option was granted. The maximum term of an SAR
shall be ten (10) years or the shorter period of the Option
if granted as part of an Option.
|
|
(a) |
Termination of Employment or
Service. The following rules apply upon the
termination of a Participants employment or other service:
|
|
|
|
|
(i)
|
In General. Unless the Committee determines
otherwise, upon termination of employment or service for any
reason other than Retirement, Disability or death, or
Termination for Cause, a Participant may exercise only those
SARs that were immediately exercisable by the Participant at the
date of termination, and only for a period of three
(3) months from the date of termination, or, if sooner,
until the expiration of the SAR term.
|
|
|
(ii)
|
Retirement. Unless the Committee determines
otherwise, upon a Participants Retirement, the Participant
may exercise only those SARs that were immediately exercisable
by the Participant at the date of Retirement, and only for a
period of one (1) year from the date of Retirement, or, if
sooner, until the expiration of the SAR term.
|
APPENDIX A-7
|
|
|
|
(iii)
|
Disability or Death. Unless the Committee
determines otherwise, upon termination of a Participants
employment or service due to Disability or death, all SARs shall
become immediately exercisable and shall remain exercisable for
a period of one (1) year from the date of termination, or,
if sooner, until the expiration of the SAR term.
|
|
|
(iv)
|
Termination for Cause. Unless the Committee
determines otherwise, upon Termination for Cause, all rights to
a Participants SARs shall expire immediately upon the
effective date of Termination for Cause.
|
|
|
(b) |
Acceleration Upon a Change in
Control. Upon a Change in Control, all SARs
held by an individual as of the date of the Change in Control
shall immediately become exercisable and shall remain
exercisable until the expiration of the SAR term.
|
|
|
(c) |
Determination of Number of Shares Issuable Upon Exercise
of an SAR. The number of shares of Common
Stock issuable upon the exercise of an SAR shall be determined
by dividing:
|
|
|
|
|
(i)
|
the number of shares of Common Stock for which the SAR is
exercised multiplied by the amount of appreciation per share of
Common Stock (for this purpose the appreciation per
share of Common Stock shall be equal to the amount by
which the Fair Market Value of a share of Common Stock on the
date that the SAR is exercised exceeds the base price of the SAR)
|
by
|
|
|
|
(ii)
|
the Fair Market Value of a share of Common Stock on the date
that the SAR is exercised.
|
Unless an Award Agreement provides that any fractional shares
shall be rounded down and forfeited, the Participant will
receive cash in lieu of fractional shares.
|
|
8.
|
RESTRICTED
STOCK AWARDS
|
The Committee may make grants of Restricted Stock Awards, which
shall consist of the grant of some number of shares of Common
Stock to an individual upon such terms and conditions as it may
determine to the extent such terms and conditions are consistent
with the following provisions:
|
|
(a) |
Grants of Stock. Restricted Stock
Awards may only be granted in whole shares of Common Stock.
|
|
|
(b) |
Non-Transferability. Except to the
extent permitted by the Code, the rules promulgated under
Section 16(b) of the Exchange Act or any successor statutes
or rules:
|
|
|
|
|
(i)
|
The recipient of a Restricted Stock Award grant shall not sell,
transfer, assign, pledge, or otherwise encumber shares subject
to the grant until full vesting of such shares has occurred. For
purposes of this section, the separation of beneficial ownership
and legal title through the use of any swap
transaction is deemed to be a prohibited encumbrance.
|
|
|
(ii)
|
Unless determined otherwise by the Committee and except in the
event of the Participants death or pursuant to a domestic
relations order, a Restricted Stock Award grant is not
transferable and may be earned in his or her lifetime only by
the individual to whom it is granted. Upon the death of a
Participant, a Restricted Stock Award grant is transferable by
will or the laws of descent and distribution. The designation of
a beneficiary shall not constitute a transfer.
|
|
|
(iii)
|
If the recipient of a Restricted Stock Award is subject to the
provisions of Section 16 of the Exchange Act, shares of
Common Stock subject to the grant may not, without the written
consent of the Committee (which consent may be given in the
Award Agreement), be sold or otherwise disposed of within six
(6) months following the date of grant.
|
|
|
(c) |
Acceleration of Vesting Upon a Change in
Control. Upon a Change in Control, all
Restricted Stock Awards held by a Participant as of the date of
the Change in Control shall immediately become vested and any
further restrictions shall lapse.
|
APPENDIX A-8
|
|
(d) |
Acceleration of Vesting Upon Retirement
Eligibility. The Committee may provide in a
Restricted Stock Award Agreement that a Participant shall be
vested upon meeting any service, age or other eligibility
requirements for Retirement (other than the requirement that
employment terminate). If the Committee does not so provide,
neither the Participants termination of employment nor
eligibility for Retirement will cause the Participant to vest in
Restricted Stock Awards.
|
|
|
(e) |
Termination of Employment or
Service. The following rules will govern the
treatment of a Restricted Stock Award upon the termination of a
Participants termination of employment or other service:
|
|
|
|
|
(i)
|
In General. Unless the Committee determines
otherwise, upon the termination of a Participants
employment or service for any reason other than Disability or
death, or Termination for Cause, any Restricted Stock Award in
which the Participant has not become vested as of the date of
such termination shall be forfeited and any rights the
Participant had to such Restricted Stock Award shall become null
and void.
|
|
|
(ii)
|
Retirement. Unless the Committee determines otherwise,
upon a Participants Retirement, any Restricted Stock Award
in which the Participant has not become vested as of the date of
Retirement shall be forfeited and any rights the individual had
to such unvested Restricted Stock Award shall become null and
void.
|
|
|
(iii)
|
Disability or Death. Unless otherwise determined by the
Committee, in the event of a termination of a Participants
service due to Disability or death, all unvested Restricted
Stock Awards held by such Participant shall immediately vest as
of the date of such termination.
|
|
|
(iv)
|
Termination for Cause. Unless otherwise determined by the
Committee, in the event of a Participants Termination for
Cause, all Restricted Stock Awards in which the Participant had
not become vested as of the effective date of such termination
shall be forfeited and any rights the Participant had to such
unvested Restricted Stock Awards shall become null and void.
|
|
|
(f) |
Issuance of Certificates. Common Stock
for Restricted Stock Awards shall be delivered to the
Participant reasonably promptly after the date of grant either
by book-entry registration or by delivering to the Participant
or a custodian or escrow agent (including, without limitation,
the Company or one of its employees) designated by the Committee
a stock certificate, registered in the name of the Participant
to whom the Restricted Stock Award was granted, evidencing such
shares; provided, however, that the Holding Company shall
not cause a stock certificate to be issued unless it has
received a stock power duly endorsed in blank with respect to
such shares. Each such stock certificate shall bear the
following legend:
|
The transferability of this certificate and the shares of stock
represented hereby are subject to the restrictions, terms and
conditions (including forfeiture provisions and restrictions
against transfer) contained in the Central Federal Corporation
2009 Equity Compensation Plan entered into between the
registered owner of such shares and Central Federal Corporation
or its Affiliates. A copy of the Plan and Award Agreement is on
file in the office of the Corporate Secretary of Central Federal
Corporation, 2923 Smith Road, Fairlawn, Ohio 44333.
This legend shall not be removed until the individual becomes
vested in such shares pursuant to the terms of the Plan and
Award Agreement. Each certificate issued pursuant to this
Section 8(e) shall be held by the Holding Company or its
Affiliates, unless the Committee determines otherwise.
|
|
(g) |
Treatment of Dividends. Participants
are entitled to all dividends and other distributions declared
and paid on Common Stock with respect to all shares of Common
Stock subject to a Restricted Stock Award, from and after the
date such shares are awarded. The Participant shall not be
required to return any such dividends or other distributions to
the Holding Company in the event of forfeiture of the Restricted
Stock Award.
|
APPENDIX A-9
|
|
(h) |
Voting of Restricted Stock
Awards. Participants who are granted
Restricted Stock Awards are entitled to vote or to direct the
Plan trustee to vote, as the case may be, all unvested shares of
Common Stock subject to the Restricted Stock Award.
|
|
|
(i) |
Code Section 162(m)
Provisions. Notwithstanding any other
provision of the Plan, if the Committee determines, at the time
an Award is granted to a Participant who is likely to be a Named
Executive, that the Holding Companys tax deduction could
be limited under Code Section 162(m), then the Committee
may provide that this Section is applicable to such Award.
|
|
|
|
|
(i)
|
Performance Criteria. If an Award is subject
to this Section, then the lapsing of restrictions thereon and
the distribution of Common Stock pursuant thereto, shall be
subject to the achievement of one or more objective performance
goals established by the Committee, which shall be based on the
attainment of specified levels of one of or any combination of
the following performance criteria for the Company
as a whole or any business unit of the Company, as reported or
calculated by the Company: (i) earnings or earnings per
share (whether on a pre-tax, after-tax, operational or other
basis); (ii) return on equity; (iii) return on assets;
(iv) revenues; (v) expenses or expense levels;
(vi) one or more operating ratios; (vii) stock price;
(viii) stockholder return; (ix) market share;
(x) cash flow; (xi) capital expenditures;
(xii) net borrowing, debt leverage levels, credit quality
or debt ratings; (xiii) the accomplishment of mergers,
acquisitions, dispositions, public offerings or similar
extraordinary business transactions; (xiv) net asset value
per share; or (xv) economic value added (together, the
Performance Criteria). Such performance goals also
may be based on the achievement of specified levels of Company
performance (or performance of an applicable affiliate, division
or business unit of the Company) under one or more of the
Performance Criteria described above relative to the performance
of other corporations. Such performance goals shall be set by
the Committee over a specified performance period that shall not
be shorter than one year and otherwise within the time period
prescribed by, and shall otherwise comply with the requirements
of, Code Section 162(m), or any successor provision
thereto, and the regulations thereunder. Requirements shall be
established in writing by the Committee based on one or more
performance goals as set forth in this Section 10(a) not
later than 90 days after commencement of the performance
period with respect to such Award, provided that the outcome of
the performance in respect of the goals remains substantially
uncertain as of such time and the material terms of the
performance goals are disclosed to and approved by the Holding
Company shareholders before the compensation is paid.
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(ii)
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Adjustment Of Awards. Notwithstanding any
provision of the Plan to the contrary, with respect to any Award
that is subject to this Section and intended to continue to be
subject to this Section, the Committee may adjust downwards, but
not upwards, the amount payable pursuant to such Award, and the
Committee may not waive the achievement of the applicable
performance goals except in the case of the death or Disability
of the Named Executive or upon a Change in Control.
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9.
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METHOD OF
EXERCISING OPTIONS
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Subject to any applicable Award Agreement, an individual may
exercise any Option, in whole or in part, at such time or times
as the Committee specifies in the Award Agreement. The
individual may make payment of the Exercise Price in such form
or forms as the Committee specifies in the Award Agreement,
including, without limitation, payment by delivery of cash,
Common Stock or a cashless exercise with a qualified broker, or,
if a SAR has been granted in tandem with an Option, the
individual may make payment by electing to utilize the SAR and
have some or all of the exercise price paid by withholding of
shares. Any Common Stock used in full or partial payment of the
Exercise Price shall be valued at the Fair Market Value of the
Common Stock on the date of exercise. Delivery by the Holding
Company of the shares as to which an Option has been exercised
shall be made to the person exercising the Option or the
designee of such person. If so provided by the Committee upon
grant of the Option, the shares received upon exercise may be
subject to certain restrictions upon subsequent transfer or sale
by the Participant. In the event the Exercise Price is to be
paid in full or in part by surrender of Common Stock, in lieu of
actual surrender of shares of Common Stock the Holding Company
may waive such surrender and instead deliver to or on behalf of
the Participant a number of shares equal to the total number of
shares as to which the Option is then
APPENDIX A-10
being exercised less the number of shares which would otherwise
have been surrendered by the Participant to the Holding Company.
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10.
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TERMS AND
CONDITIONS OF ALL AWARDS
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(a) |
TARP Program
Compliance. Notwithstanding any provisions of
this Plan or any Award Agreement under the Plan or under any
other contract, for each fiscal year during any part of which
the Holding Company or Bank has participated in the Troubled
Assets Relief Program (TARP) Capital Purchase
Program (CPP) under the Emergency Economic
Stabilization Act of 2008, Division A of Public Law
110-343
(EESA):
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(i)
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the Holding Company and Bank shall review the Plan to ensure
that the compensation under this Plan and the Award Agreements
hereunder excludes incentives for the Named Executives to take
unnecessary risks that threaten the value of the Holding Company
or Bank during the period that the Secretary of the Treasury
holds an equity or debt position in the Holding Company or Bank;
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(ii)
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a Named Executive must repay, and the Holding Company and Bank
must recover, any bonus or incentive compensation paid to a
Named Executive under the Plan and the Award Agreements
hereunder based on statements of earnings, gains or other
criteria that are later proven to be materially inaccurate, or
any other materially inaccurate performance metric criteria, and
every Award Agreement under the Plan will be required to have
these provisions apply to it;
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(iii)
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the Holding Company and Bank will not make any golden parachute
payment (as defined in the October Interim Final Rule set out in
31 CFR Part 30 on October 20, 2008, or later
guidance under EESA) to its Named Executives under the Plan
during the period the Secretary holds an equity or debt position
in the Holding Company or Bank (i.e., no payments of over three
times base compensation that are triggered by a change in
control or by a termination of employment that is involuntary,
or in connection with bankruptcy filing or insolvency, will be
made to an Named Executive), and any amount that would be paid
but for this Section 10(a)(iii) will be forfeited on the
date it would otherwise have been paid, unless the Committee
determines otherwise consistent with the TARP rules; and
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(iv)
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the Holding Company or Bank will not claim a deduction for
federal income tax purposes for remuneration under the Plan that
would not be deductible if 26 U.S.C. 162(m)(5) were to
apply to the Holding Company or Bank (i.e., no deduction will be
claimed for compensation over $500,000 paid to any Named
Executive).
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The provisions in this Section 10 are intended to ensure
compliance by the Holding Company and the Bank with all the
requirements for TARP participants and all of the guidance and
rules promulgated under EESA, and these restrictions will only
apply to Awards to the extent required by EESA and the guidance
and rules promulgated thereunder. The Holding Company and the
Bank will comply with all applicable requirements of TARP and
these provisions are to be interpreted and applied as the rules
and guidance for TARP require.
The Board of Directors shall adopt additional policies to apply
benefits restrictions or other rules to the Plan if required by
any TARP guidance, and any such policies are not subject to
shareholder approval under Section 17 of the Plan. Any such
policy will be considered part of the terms of the Plan from the
effective date of adoption.
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(b) |
Any attempted sale, transfer, pledge, exchange, hypothecation or
other disposition of an Award not specifically permitted by the
Plan or the Award Agreement shall be null and void and without
effect. All Awards granted to a Participant shall be exercisable
during his lifetime only by such Participant, or if applicable,
a permitted transferee; provided, however, that in the event of
a Participants legal incapacity, an Award may be exercised
by his guardian or legal representative.
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APPENDIX A-11
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11.
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RIGHTS OF
INDIVIDUALS
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No individual shall have any rights as a shareholder with
respect to any shares of Common Stock covered by a grant under
this Plan until the date of book-entry registration or issuance
of a stock certificate for such Common Stock. Nothing contained
in this Plan or in any Award Agreement confers on any person the
right to continue in the employ or service of the Holding
Company or an Affiliate or interferes in any way with the right
of the Holding Company or an Affiliate to terminate an
individuals services.
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12.
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DESIGNATION
OF BENEFICIARY
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With the Committees consent, an individual may designate a
person or persons to receive, upon the individuals death,
any Award to which the individual would then be entitled. This
designation shall be made upon forms supplied by, or otherwise
acceptable to, and delivered to the Holding Company. A
designation of beneficiary may be revoked in writing. If an
individual fails to effectively designate a beneficiary, the
individuals estate shall be deemed to be the beneficiary
for purposes of the Plan.
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13.
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DILUTION
AND OTHER ADJUSTMENTS
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In the event of any change in the outstanding shares of Common
Stock, by reason of any stock dividend or split,
recapitalization, merger, consolidation, spin-off,
reorganization, combination or exchange of shares, or other
similar corporate change, or any other increase or decrease in
such shares, without receipt or payment of consideration by the
Holding Company, or in the event an extraordinary capital
distribution is made, the Committee may make adjustments to
previously granted Awards, to prevent dilution, diminution, or
enlargement of the rights of individuals, including any or all
of the following:
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(a) |
adjustments in the aggregate number or kind of shares of Common
Stock or other securities that may underlie future Awards under
the Plan;
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(b) |
adjustments in the aggregate number or kind of shares of Common
Stock or other securities that underlie Awards already made
under the Plan; and
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(c) |
adjustments in the Exercise Price of outstanding Options or base
price of outstanding SARs.
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Any adjustment of an Award under this Section shall be made in
such a manner so as not to constitute a modification within the
meaning of Section 424(h) of the Code (even though such
section may not otherwise be applicable). All Awards under this
Plan shall be binding upon any successors or assigns of the
Holding Company.
Under this Plan, whenever cash or shares of Common Stock are to
be delivered, the Committee is entitled to require as a
condition of delivery that:
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(a) |
the individual remit an amount sufficient to satisfy all related
federal, state, and local withholding tax requirements;
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(b) |
the withholding of such sums may come from compensation
otherwise due to the individual or from shares of Common Stock
due to the individual under this Plan; or
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(c) |
any combination of (a) and (b), above; provided,
however, that no amount shall be withheld from any cash
payment or shares of Common Stock related to an Option
transferred by the individual in accordance with this Plan.
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15.
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NOTIFICATION
UNDER SECTION 83(b)
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The Committee can prohibit or require that an individual, within
30 days of the grant of an Award, make the election
permitted under Section 83(b) of the Code, and the
individual shall notify the Committee of the election within ten
(10) days of filing notice of the election with the
Internal Revenue Service. This requirement is in addition to any
filing and notification required under the regulations issued
under the authority of Section 83(b) of the Code.
APPENDIX A-12
In the event of a Change of Control, each outstanding Option or
SAR may be assumed or an equivalent option or right shall be
substituted by the successor corporation or a parent or
subsidiary of such successor corporation. If such successor
corporation does not agree to assume the outstanding Options or
to substitute equivalent options or rights, then each Option, at
the direction and discretion of the Committee:
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(a) |
may (subject to such conditions, if any, as the Committee deems
appropriate under the circumstances) be cancelled unilaterally
by the Holding Company in exchange for (a) a transfer to
such Participant of the number of whole shares of Common Stock,
if any, equal in Fair Market Value to the then-difference
between the exercise price of the Option or SAR and the Fair
Market Value of the Common Stock issuable upon the Options
or SARs exercise, or (b) a cash payment equal to the
then-difference between the exercise price of the Option or SAR
and the Fair Market Value of the Common Stock issuable upon the
Options or SARs exercise.
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(b) |
may be cancelled unilaterally by the Holding Company if the
exercise price equals or exceeds the Fair Market Value of a
share of Common Stock on a date set by the Board of Directors.
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17.
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AMENDMENT
OF THE PLAN AND AWARD GRANTS
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(a) |
Except as provided in paragraph (c) of this
Section 17, the Board of Directors may at any time, and
from time to time, modify or amend the Plan in any respect,
prospectively or retroactively; provided, however, that
provisions governing grants of Incentive Stock Options shall be
submitted for shareholder approval to the extent required by
law, regulation, or otherwise. Failure to ratify or approve
amendments or modifications by shareholders shall be effective
only as to the specific amendment or modification requiring
shareholder ratification or approval. Other provisions of this
Plan shall remain in full force and effect. No termination,
modification, or amendment of this Plan may adversely affect the
rights of an individual under an outstanding Award without the
written permission of the affected individual.
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(b) |
Except as provided in paragraph (c) of this
Section 17, the Committee may amend any Award Agreement,
prospectively or retroactively; provided, however, that
no amendment shall adversely affect the rights of an individual
under an outstanding Award Agreement without the written consent
of the affected individual.
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(c) |
In no event shall the Board of Directors amend the Plan or shall
the Committee amend an Award Agreement in any manner that
effectively:
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(i)
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allows any Option to be granted with an Exercise Price below the
Fair Market Value of the Common Stock on the date of
grant; or
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(ii)
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allows the Exercise Price of any Option previously granted under
the Plan to be reduced after the date of grant; or
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(iii)
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extends the Option term, unless and until the Committee
determines that such extension does not cause the Option to
cease to be exempt from Code Section 409A because it does
not constitute a deferral of compensation that would subject the
Option to the excise taxes provided under Code Section 409A.
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(d) |
Notwithstanding Section 17 above, no amendment or
modification of the Plan shall become effective without the
approval of such amendment or modification by a majority of the
shareholders of the Company:
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(i)
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if such amendment or modification increases the maximum number
of shares subject to the Plan (except as provided in Section
13) or changes the designation or class of persons eligible
to receive Awards under the Plan; or
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(ii)
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to make any grants of Awards after any change in the granting
corporation (for example, by assumption of the Plan by another
corporation) or in the definition of Common Stock; or
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(iii)
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if counsel for the Holding Company determines that such approval
is otherwise required by or necessary to comply with applicable
law.
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APPENDIX A-13
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(e) |
It is intended that Awards granted under the Plan shall be
exempt from taxation under Section 409A of the Code unless
otherwise determined by the Committee at the time of grant. In
that respect the Committee can intend and provide instead that
an Award is subject to Section 409A. If an Award is
intended to be subject to Section 409A, Participants that
are specified employees (as defined under
Section 409A), shall not begin to be paid or be paid under
any Award for six months after separation from service where
payment is triggered by that separation, but only to the extent
that such Award would otherwise be subject to taxation under
Section 409A if no such delay is imposed. The Participant
will receive any amounts delayed under this Section in one lump
sum payment on the date that is six months after the
Participants separation from service, unless a different
treatment of the six month delay is specifically stated in the
Award Agreement.
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18.
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TERMINATION
OF THE PLAN
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The right to grant Awards under the Plan will terminate upon the
earlier of:
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(a) |
March 19, 2019, which is ten (10) years after the
original Effective Date of the Plan; or
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(b) |
the issuance of a number of shares of Common Stock pursuant to
the exercise of Options and Stock Appreciation Rights and the
vesting of Restricted Stock Awards equal to the maximum number
of shares reserved under the Plan, as set forth in
Section 5. The Board of Directors may suspend or terminate
the Plan at any time; provided, however, that, except as
otherwise specifically provided hereunder or in an Award
Agreement, no such action will adversely affect an
individuals vested rights under a previously granted
Award, without the consent of the affected individual.
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The Plan will be administered in accordance with the laws of the
state of Delaware, except to the extent that Federal law is
deemed to apply.
APPENDIX A-14
CENTRAL FEDERAL CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
MAY 21, 2009
10:00 A.M. LOCAL TIME
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Eloise L. Mackus and Therese Ann Liutkus, and each of them, with
full power of substitution, as proxies for the undersigned, and to vote all shares of common stock
of Central Federal Corporation which the undersigned is entitled to vote at the Annual Meeting of
Stockholders, to be held at the Fairlawn Country Club located at 200 North Wheaton Road, Fairlawn,
Ohio on Thursday, May 21, 2009 at 10:00 a.m., local time, and at any and all adjournments or
postponements thereof as follows:
(1) |
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The election as directors of all nominees listed (except as marked to the contrary below). |
Jeffrey W. Aldrich
Mark S. Allio
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FOR
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VOTE WITHHELD
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FOR ALL EXCEPT |
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INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, MARK FOR ALL EXCEPT AND WRITE
THAT NOMINEES NAME ON THE LINE PROVIDED BELOW.
(2) |
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Approval of the Central Federal Corporation 2009 Equity Compensation Plan. |
(3) |
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Approval of the Amendment to the Companys Certificate of Incorporation to increase the
number of authorized shares of Central Federal common stock. |
(4) |
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Approval of the following advisory (non-binding) proposal: Resolved, that the stockholders
approve the compensation of the Companys executive officers, as disclosed in this Proxy
Statement pursuant to the compensation disclosure rules of the Securities and Exchange
Commission applicable to the Company. |
(5) |
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Ratification of the appointment of Crowe Horwath LLP as independent registered public
accounting firm for the Company for the year ending December 31,
2009. |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE LISTED
PROPOSALS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
THIS PROXY IS REVOCABLE AND WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS LISTED. IF ANY OTHER
BUSINESS IS PRESENTED AT THE ANNUAL MEETING, INCLUDING WHETHER OR NOT TO ADJOURN THE
MEETING, THIS PROXY WILL BE VOTED BY THE PROXIES IN THEIR BEST JUDGEMENT. AT THE PRESENT
TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL
MEETING.
The undersigned acknowledges receipt from the Company prior to the execution of this proxy
of a Notice of Annual Meeting of Stockholders and of a Proxy Statement dated April 21, 2009
and of the Annual Report to Stockholders. The undersigned hereby revokes any proxies
submitted previously.
Please sign exactly as your name appears on this card. When signing as attorney, executor,
administrator, trustee or guardian, please give your full title. If shares are held
jointly, each holder may sign but only one signature is required.
Dated:
SIGNATURE OF STOCKHOLDER
SIGNATURE OF STOCKHOLDER
PLEASE
COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS PROXY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE
(Central Federal Corporation Letterhead)
Dear Stock Award Recipient:
On behalf of the Board of Directors, I am forwarding you the attached Vote Authorization
Form for the purpose of conveying your voting instruction to First Bankers Trust (the
Trustee) on the proposals to be presented at the Annual Meeting of Stockholders of
Central Federal Corporation (the Company) on May 21, 2009. Also enclosed is Notice and
Proxy Statement for the Companys Annual Meeting of Stockholders and a copy of the
Companys Annual Report to Stockholders.
As a participant in the Central Federal Corporation 1999 Stock-Based Incentive Plan (the
Incentive Plan) you are entitled to vote all unvested shares of restricted stock awarded
to you under the Incentive Plan as of April 10, 2009. The Incentive Plan Trustee will vote
those shares of the Company stock in accordance with instructions it receives from you and
the other Stock Award recipients. Shares of restricted stock for which instructions are
not received by May 14, 2009, will not be voted by the Incentive Plan Trustee, as directed
by the Company.
At this time, in order to direct the voting of Company common stock awarded to you under
the Incentive Plan, you must complete and sign the enclosed Vote Authorization Form and
return it in the accompanying postage-paid envelope no later than May 15, 2009.
Sincerely,
Mark S. Allio
Chairman, President & Chief Executive Officer
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Name
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INCENTIVE PLAN |
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Shares |
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VOTE AUTHORIZATION FORM
I understand that First Bankers Trust (the Trustee), is the holder of record and custodian
of all shares of Central Federal Corporation (the Company) common stock held in trust for the
Central Federal Corporation 1999 Stock-Based Incentive Plan (Incentive Plan). Further, I
understand that my voting instructions are solicited on behalf of the Companys Board of Directors
for the Annual Meeting of Stockholders to be held on May 21, 2009.
Accordingly, I vote my shares as follows:
(1) |
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The election as directors of
all nominees listed (except as marked to the contrary below). |
Jeffrey W. Aldrich
Mark S. Allio
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FOR
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VOTE WITHHELD
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FOR ALL EXCEPT |
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INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, MARK FOR ALL EXCEPT AND WRITE
THAT NOMINEES NAME ON THE LINE PROVIDED BELOW.
(2) |
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Approval of the Central
Federal Corporation 2009 Equity Compensation Plan. |
(3) |
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Approval of the Amendment to the Companys Certificate of Incorporation to increase the
number of authorized shares of Central Federal common stock. |
(4) |
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Approval of the following advisory (non-binding) proposal: Resolved, that the stockholders
approve the compensation of the Companys executive officers, as disclosed in this Proxy
Statement pursuant to the compensation disclosure rules of the Securities and Exchange
Commission applicable to the Company. |
(5) |
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Ratification of the appointment of Crowe Horwath LLP as independent registered public
accounting firm for the Company for the year ending December 31,
2009. |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE LISTED PROPOSALS
The Incentive Plan Trustee is hereby authorized to vote all unvested shares of Company
common stock awarded to me under the Incentive Plan in its trust capacity as indicated
above.
Please date, sign and mail this form in the enclosed postage-paid envelope no later than May 14,
2009.