CENTRAL FEDERAL CORPORATION (NASDAQ:CFBK) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.Entry into a Material Definitive Agreement.
On June 25, 2020, Central Federal Corporation (the “Company”) and its wholly-owned subsidiary, CFBank, announced that John W. Helmsdoerfer will resign as Executive Vice President and Chief Financial Officer of CFBank and as Chief Financial Officer and Treasurer of the Company effective as of July 8, 2020. In connection with Mr. Helmsdoerfer’s resignation, the Company and CFBank entered into a Resignation Agreement and General Release with Mr. Helmsdoerfer setting forth the terms of his separation from service with the Company and CFBank (the “Resignation Agreement”).
to the terms of the Resignation Agreement, Mr. Helmsdoerfer will resign as an officer and employee of the Company and CFBank effective at the close of business on July 8, 2020. Mr. Helmsdoerfer will assist the Company and CFBank to help transition his job responsibilities, both prior to and after his resignation. In addition, Mr. Helmsdoerfer agrees to abide by confidentiality and non-disparagement covenants contained in the Resignation Agreement and will also continue to be subject to non-solicitation covenants under his Employment Agreement for a period of one year following his resignation. Except for such non-solicitation covenants, the Employment Agreement among the Company, CFBank and Mr. Helmsdoerfer will terminate effective upon his resignation. Mr. Helmsdoerfer also agreed to a release of any and all claims against the Company, CFBank and their affiliates and related parties which in any way relate to Mr. Helmsdoerfer’s employment and association with the Company and CFBank or the termination of that employment and association.
Mr. Helmsdoerfer will be entitled to the following in exchange for his covenants and releases under the terms of the Resignation Agreement: (a) a lump sum payment in the amount of $148,020, less applicable payroll deductions, within 14 days following the effective date of the Resignation Agreement, in respect of Mr. Helmsdoerfer’s salary through the end of the year and the value of certain Company stock; (b) a prorated incentive payment, in an amount to be recommended by the CEO and approved by the Compensation Committee of the Board of Directors of the Company, based on the achievement of Company performance objectives established by the Compensation Committee for the year ending December 31, 2020 under the Central Federal Corporation Incentive Compensation Plan (which incentive payment will not exceed $100,000); and (c) vesting of the remaining portions of the incentive stock options and restricted stock previously awarded to Mr. Helmsdoerfer under the Company’s equity incentive plans.
The foregoing description of the Resignation Agreement is qualified in its entirety by reference to the Resignation Agreement, which is filed with this Current Report on Form 8-K as Exhibit 10.1.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As reported under Item 1.01 above, the Company and CFBank announced on June 25, 2020 that John Helmsdoerfer will resign as Executive Vice President and Chief Financial Officer of CFBank and as Chief Financial Officer and Treasurer of the Company effective as of July 8, 2020. Mr. Helmsdoerfer is resigning for personal reasons and there were no disagreements between Mr. Helmsdoerfer and the Company or CFBank. His departure is not related to the operations, policies or practices of the Company or CFBank or any issues regarding accounting policies or practices.
The Board of Directors of the Company and CFBank intends to conduct a search of potential internal and external candidates to replace Mr. Helmsdoerfer. In the interim, the Company’s President and Chief Executive Officer, Timothy O’Dell, will work with CFBank’s Controller, Kevin Beerman, to assume the duties as principal financial officer and principal accounting officer of the Company.
A copy of the press release announcing Mr. Helmsdoerfer’s resignation is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
CENTRAL FEDERAL CORP Exhibit
EX-10.1 2 cfbk-20200625xex10_1.htm EX-10.1 Exhibit 10.1 Exhibit 10.1 RESIGNATION AGREEMENT AND GENERAL RELEASE THIS AGREEMENT is entered into as of this 19th day of June,…
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About CENTRAL FEDERAL CORPORATION (NASDAQ:CFBK)
Central Federal Corporation is a holding company of CFBank. CFBank is a savings institution. The Company attracts retail and business deposits from the general public and use the deposits, together with borrowings and other funds, primarily to originate commercial and commercial real estate loans, single-family and multi-family residential mortgage loans and home equity lines of credit. The Company’s customers are small businesses, small business owners and consumers. The loan portfolio consists primarily of commercial, commercial real estate and multi-family mortgage loans, mortgage loans secured by single-family residences and consumer loans. Its primary sources of funds are retail and business deposit accounts and certificates of deposit, brokered certificates of deposit and, to a lesser extent, principal and interest payments on loans and securities, Federal Home Loan Bank (FHLB) advances, other borrowings and proceeds from the sale of loans.