CF BANKSHARES INC. Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Employment Agreements
On
Each Employment Agreement is effective as of
Pursuant to the Employment Agreements,
The Employment Agreements provide for certain payments if (a) the executive
executes a release of claims against the Bank and the
In the event of involuntary termination without "cause" or voluntary termination with "good reason," other than in connection with a change of control, the terminated executive is entitled to receive a severance benefit equal to:
• Salary continuation for 12 months; and
• Payment of a pro rata portion (calculated based on the ratio of the
number of days of employment during the performance period to the
total number of days during the performance period) of any incentive
compensation payable to the executive with respect to the year in
which the employment is terminated and payable when, if and to the
extent that the bonus otherwise would have been payable had the
executive remained employed.
In the event there is a "change of control" of the Bank, as defined in the Employment Agreements, and the executive's employment is involuntarily terminated by the Company and the Bank without "cause" or voluntarily terminated by the executive with "good reason" before the second anniversary of the date of the change of control, the executive will be entitled to receive a lump sum payment equal to one times (1x) the sum of the terminated executive's base salary on the date of termination and the average bonus paid to such executive over the 24 month period preceding such termination. The lump sum will be paid within 60 days following the executive's termination date. This change of control benefit will be subject to reduction if necessary to comply with regulatory limitations on golden parachute payments or to avoid excise taxes under Internal Revenue Code Section 4999.
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The Employment Agreements also require each of the executives to comply with a covenant prohibiting solicitation of customers and employees of the Company and the Bank during the term of the Employment Agreements and for a period of one year thereafter (or, if longer, the number of months of severance payments under the Employment Agreement). The Employment Agreements also contain confidentiality and non-disparagement covenants.
The Employment Agreements also provide for a clawback of any incentive paid to, credited to an account on behalf or, or vested to the executive within the prior twenty-four (24) months if it is later determined that the incentive is directly attributable to materially misleading financial statements and any other clawback required by law or exchange listing regulation.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 10.1 Employment Agreement, datedJanuary 25, 2023 , by and among the Company, the Bank andBradley Ringwald . 10.2 Employment Agreement, datedJanuary 25, 2023 , by and among the Company, the Bank andKevin Beerman . 104 Cover Page Interactive Data File (embedded within the InIine XBRL document)
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