Exhibit 10.3


 


FORM OF


CENTRAL FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ROLLA


CHANGE IN CONTROL AGREEMENT


 


THIS AGREEMENT is entered into as
of _____________, 20___, by and between Central Federal Savings and Loan Association of Rolla (the “Association”), Barbara E. Hamilton (the
“Executive”) and Central Federal Bancshares, Inc. (“Bancshares”), a Missouri corporation and the holding
company of the Association, as guarantor (the “Agreement”).


 


WHEREAS, the Association recognizes
the importance of Executive to the Association’s operations and wishes to protect her position with the Association
in the event of a change in control of the Association or Bancshares for the period provided for in this Agreement.


 


NOW THEREFORE, in consideration
of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows.


 


1. Term of Agreement.


 


(a) The term of this Agreement shall
include: (i) the initial term, consisting of the period commencing on the date of this Agreement (the “Effective
Date”) and ending on the first anniversary of the Effective Date, plus (ii) any and all extensions of the initial
term made pursuant to Section 1(b) of this Agreement.


 


(b) On or before the 90th day
prior to the first anniversary date of this Agreement and on or before the 90th day prior to each anniversary thereafter,
the Board of Directors of the Association or designated committee of the Board (“Board”) shall consult with the Chief
Executive Officer of the Association for purposes of determining whether to extend the term of the Agreement beyond the expiration
date set forth in Section 1(a) of this Agreement or as extended under this Section 1(b) of this Agreement.


 


(c) Notwithstanding anything in this Section 1
to the contrary, this Agreement shall terminate if Executive or the Association terminates Executive’s employment prior to
a Change in Control (as defined in this Agreement).


 


2. Change in Control.


 


(a) Upon the occurrence of a Change
in Control of the Association or Bancshares followed at any time during the term of this Agreement by the
termination of Executive’s employment and in accordance with the terms of this Agreement, other than for Just Cause, as
defined in Section 2(c) of this Agreement, the provisions of Section 3 of this Agreement shall apply. Upon the
occurrence of a Change in Control, Executive shall have the right to elect to voluntarily terminate her employment at
any time during the term of this Agreement following an event constituting “Good Reason.”


 


“Good Reason” means, unless
Executive has consented in writing thereto, the occurrence following a Change in Control, of any of the following:


 


(i) a material diminution of the Executive’s
Base Salary (unless the reduction is part of a company-wide or executive-level restructuring of compensation),


 


(ii) a material diminution of the Executive’s
authority, duties, or responsibilities, or


 




     


     


    

 


(iii) a change in the geographic location
at which the Executive must perform services for the Association by more than 25 miles from such location at the Effective Date.




 


(b) For purposes of this Agreement, a “Change
in Control” means a change in control of the Association or Bancshares as defined in Internal Revenue Section 409A of
the Code and rules, regulations, and guidance of general application thereunder issued by the Department of the Treasury, including
a “change in ownership,” “change in effective control” or “change in ownership of a substantial portion
of assets.”


 


(c) Executive shall not have the right to
receive termination benefits pursuant to Section 3 hereof upon termination for Just Cause. The Board may, by written notice
to the Executive, immediately terminate the Executive’s employment and this Agreement at any time for Just Cause. The Association
shall deliver to the Executive a copy of the resolution duly adopted by the Board (after reasonable notice to the Executive and
an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board, such meeting and the
opportunity to be heard to be held prior to, or as soon as reasonably practicable following, termination, but in no event later
than 30 days following such termination), finding that the Executive was guilty of conduct constituting Just Cause. The notice
provided to the Executive pursuant hereto shall specify in detail the particulars of the conduct constituting Just Cause. Executive
shall not have the right to receive compensation or other benefits for any period after termination for Just Cause. During the
period beginning on the date of the Notice of Termination for Just Cause pursuant to Section 4 hereof through the Date of Termination,
stock options granted to Executive under any stock option plan shall not be exercisable nor shall any unvested stock awards granted
to Executive under any stock benefit plan of the Association, the Company or any subsidiary or affiliate thereof, vest. At the
Date of Termination, such stock options and any such unvested stock awards shall become null and void and shall not be exercisable
by or delivered to Executive at any time subsequent to such termination for Just Cause. If the Board thereafter determines that
such conduct did not constitute Cause, the Executive’s employment hereunder is reinstated, and the Executive shall be entitled
to receive back pay for the period following termination and continuing through reinstatement, which amount will be paid in a single
lump sum within 15 business days following reinstatement. If the Executive’s employment is not reinstated as contemplated
by the preceding sentence, then the termination of employment shall be deemed to have occurred pursuant to Section 2(a) of
this Agreement and the Executive shall be entitled to the compensation and benefits provided herein. For the purposes of this Agreement
“Just Cause” means any of the following:


 


(1)         a
material act of personal dishonesty in performing Executive’s duties on behalf of the Association;


 


(2)         a
willful misconduct that in the judgment of the Board will likely cause economic damage to the Association or its affiliates or
injury to the business reputation of the Association or its affiliates;


 


(3)         a
breach of fiduciary duty involving personal profit;


 


(4)         the
intentional failure to perform stated duties under this Agreement after written notice thereof from the Board;


 




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(5)         a
willful violation of any law, rule or regulation (other than minor or routine traffic violations or similar offenses) that reflects
adversely on the reputation of the Association or its affiliates, any felony conviction, any violation of law involving moral turpitude,
or any violation of a final cease-and-desist order;


 


(6)         a
material breach by the Executive of any provision of this Agreement.


 


No act, or failure to act, on the Executive’s part shall
be considered “willful” unless she has acted, or failed to act, with an absence of good faith and without reasonable
belief that her action or failure to act was in the best interest of the Association.


 


3. Termination Benefits.


 


(a) If Executive’s employment is
voluntarily (in accordance with Section 2(a) of this Agreement) or involuntarily terminated within one year of a Change
in Control, Executive shall receive a lump sum cash payment equal to 12 months of Executive’s base salary. Such payment
shall be based on Executive’s base salary in effect as of her termination date and made not later than five days
following Executive’s termination of employment under this Section 3.


 


(b) Notwithstanding the preceding provisions
of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs
(the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Code
or any successor thereto, and to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the “Non-Triggering
Amount”), the value of which is $1.00 less than an amount equal to three times Executive’s “base amount,”
as determined in accordance with said Section 280G. Nothing contained in this Agreement shall result in a reduction of any
payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Section 3.


 


4. Notice of Termination.


 


(a) Any purported termination by the Association
or by Executive shall be communicated by Notice of Termination to the other party hereto. For purposes of this Agreement, a “Notice
of Termination” shall mean a written notice which shall indicate the specific termination provision in this Agreement relied
upon and shall set forth in detail the facts and circumstances claimed to provide a basis for termination of Executive’s
employment under the provision so indicated.


 


(b) “Date of Termination” shall
mean the date specified in the Notice of Termination (which, in the case of a termination for Just Cause, shall not be less than
30 days from the date such Notice of Termination is given).


 


5. Source of Payments.


 


All payments provided in this Agreement
shall be timely paid in cash or check from the general funds of the Association. Bancshares, however, unconditionally guarantees
payment and provision of all amounts and benefits due hereunder to Executive and, if such amounts and benefits due from the Association
are not timely paid or provided by the Association, such amounts and benefits shall be paid or provided by Bancshares.


 




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6. Effect on Prior Agreements
and Existing Benefit Plans.


 


This Agreement contains the entire understanding
between the parties hereto and supersedes any prior agreement between the Association and Executive, except that this Agreement
shall not affect or operate to reduce any benefit or compensation inuring to Executive of a kind elsewhere provided. No provision
of this Agreement shall be interpreted to mean that Executive is subject to receiving fewer benefits than those available to her
without reference to this Agreement. Nothing in this Agreement shall confer upon Executive the right to continue in the employ
of the Association or shall impose on the Association any obligation to employ or retain Executive in its employ for any period.


 


7. No Attachment.


 


(a) Except as required by law, no right
to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance,
charge, pledge, or hypothecation or to execution, attachment, levy or similar process or assignment by operation of law, and any
attempt, voluntary or involuntary, to affect any such action shall be null, void and of no effect.


 


(b) This Agreement shall be binding upon,
and inure to the benefit of, Executive, the Association and their respective successors and assigns.


 


8. Modification and Waiver.


 


(a) This Agreement may not be modified or
amended except by an instrument in writing signed by the parties hereto.


 


(b) No term or condition of this Agreement
shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement,
except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing
waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived
and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.


 


9. Required Provisions.


 


The provisions of this Section 9 shall apply
notwithstanding any other provision of this Agreement to the contrary.


 


(a) The Board may terminate the Executive’s
employment at any time, but any termination by the Association, other than termination for Just Cause, shall not prejudice the
Executive’s right to compensation or other benefits under this Agreement. The Executive shall not have the right to receive
compensation or other benefits for any period after termination for Just Cause as defined in this Agreement.


 


(b) If the Executive is suspended from office
and/or temporarily prohibited from participating in the conduct of the Association’s affairs by a notice served under Section 8(e)(3)
or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1), the Association’s obligations
under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in
the notice are dismissed, the Association may, in its discretion: (i) pay the Executive all or part of the compensation withheld
while its contract obligations were suspended; and (ii) reinstate (in whole or in part) any of the obligations which were
suspended.


 


(c) If the Executive is removed and/or permanently
prohibited from participating in the conduct of the Association’s affairs by an order issued under Section 8(e)(4) or
8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4) or (g)(1), all obligations of the Association under
this


 




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Agreement shall terminate as of the effective date of the order,
but vested rights of the contracting parties shall not be affected.


 


(d) If the Association is in default as
defined in Section 3(x)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all obligations under
this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting
parties.


 


(e) All obligations under this Agreement
shall terminate, except to the extent determined that continuation of the Agreement is necessary for the continued operation of
the Association: (i) by the Comptroller of the Currency, or his or her designee (the “Comptroller”), at the time
the Federal Deposit Insurance Corporation (FDIC) enters into an agreement to provide assistance to or on behalf of the Association
under the authority contained in Section 13(c) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1823(c), or (ii) by
the Comptroller at the time the Comptroller approves a supervisory merger to resolve problems related to the operations of the
Association or when the Association is determined by the Comptroller to be in an unsafe or unsound condition. Any rights of the
parties that have already vested, however, shall not be affected by such action.


 


(f) Any payments made to the Executive pursuant
to this Agreement, or otherwise, are subject to, and conditioned upon, their compliance with 12 U.S.C. Section 1828(k) and
FDIC Regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.


 


10. Section 409A of the Code.


 


(a) The Executive will be deemed to have
a termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation
only upon a “separation from service” within the meaning of Section 409A.


 


(b) If at the time of the Executive’s separation from service, (i) the Executive is a “specified
employee” (within the meaning of Section 409A and using the methodology selected by the Association) and (ii) the
Association makes a good faith determination that an amount payable or the benefits to be provided hereunder constitutes deferred
compensation (within the meaning of Section 409A), the payment of which is required to be delayed pursuant to the six-month
delay rule of Section 409A in order to avoid taxes or penalties under Section 409A, then the Association will not
pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount
permissible in order to comply with Section 409A (i.e., any amount that satisfies an exception under the Section 409A
rules from being categorized as deferred compensation) and will pay the remaining amount (if any) in a lump sum on the first business
day of the seventh month after the month in which the Executive’s employment terminates.


 


(c) To the extent the Executive would be
subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as a result
of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application
of such tax and the parties shall promptly execute any amendment reasonably necessary to implement this Section 10(c). The
Executive and the Association agree to cooperate to make such amendment to the terms of this Agreement as may be necessary to avoid
the imposition of penalties and taxes under Section 409A; provided, however, that the Executive agrees that any such amendment
shall provide the Executive with economically equivalent payments and benefits, and the Executive agrees that any such amendment
will not materially increase the cost to, or liability of, the Association with respect to any payment.


 


(d) To the extent that any right to reimbursement
of expenses or payment of any in-kind benefit under this Agreement constitutes nonqualified deferred compensation (within the meaning
of Section 409A


 




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of the Code), (i) any such expense reimbursement shall be made
by the Association no later than the last day of the taxable year following the taxable year in which such expense was incurred
by Executive, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit,
and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect
the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided that the foregoing
clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely
because such expenses are subject to a limit related to the period the arrangement is in effect.


 


(e) For purposes of this Agreement, Section 409A
shall refer to Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury regulations and any other authoritative
guidance issued thereunder.


 


11. Miscellaneous.


 


(a) If, for any reason, any provision of
this Agreement, or any part of any provision, is held invalid, such invalidity shall not affect any other provision of this Agreement
or any part of such provision not held so invalid, and each such other provision and part thereof shall to the full extent consistent
with law continue in full force and effect.


 


(b) The headings of sections and paragraphs
herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions
of this Agreement. In addition, references herein to the masculine shall apply to both the masculine and the feminine.


 


(c) Except to the extent preempted by federal
law, the validity, interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the State of
Missouri, without regard to principles of conflicts of law of that State.


 


(d) All reasonable legal fees paid or incurred
by Executive pursuant to any dispute or question of interpretation relating to this Agreement shall be paid or reimbursed by the
Association, only if Executive is successful pursuant to a legal judgment, arbitration or settlement.


 


(e) The Association and Bancshares shall
require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially
all of the business or assets of the Association or Bancshares, expressly and unconditionally to assume and agree to perform the
Association’s and Bancshares’s obligations under this Agreement, in the same manner and to the same extent that the
Association and Bancshares would be required to perform if no such succession or assignment had taken place.


 




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IN WITNESS WHEREOF, the parties have
executed this Agreement as of the date first written above.


 


	CENTRAL FEDERAL SAVINGS AND 

LOAN ASSOCIATION OF ROLLA	 
	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 	 	 
	 	 	 	 	 





 


	CENTRAL FEDERAL BANCSHARES, INC.	
	(as guarantor of Central Federal Savings and Loan Association of Rolla hereunder)	 
	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 	 	 
	 	 	 	 	 


 


	 	EXECUTIVE
	 	 
	 	 
	 	[NAME]


 


[Signature Page – Association Change in Control Agreement]