Exhibit 10.2


 


FORM OF


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT
(the “Agreement”) is entered into on _________, 20__, by and among CENTRAL FEDERAL BANCSHARES, INC., a
Missouri corporation (“Bancshares”), CENTRAL FEDERAL SAVINGS AND LOAN ASSOCIATION OF ROLLA
(the “Association,” and collectively with Bancshares, the “Company”), and William A. Stoltz (the
“Executive”).


 


WHEREAS, the Executive serves in
positions of substantial responsibility with the Company; and


 


WHEREAS, the Company and the Executive
wish to set forth the terms of the Executive’s employment with the Company and enter into this Agreement;


 


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


 


1.            Employment.


 


(a)          Employment.
The Company hereby employs the Executive to serve as President and Chief Executive Officer (“CEO”) of Bancshares
and the Association according to the terms and conditions of this Agreement and for the period stated in Section 1(c) of
this Agreement. The Executive hereby accepts employment according to the terms and conditions of this Agreement and for the
period stated in Section 1(c) of this Agreement.


 


(b)          Duties.
As President and CEO, the Executive shall report directly to the boards of directors of Bancshares and the Association. The Executive shall serve the Company faithfully,
diligently, competently, and to the best of the Executive’s ability. It is contemplated by this Agreement that the Executive’s
duties shall be comparable to those presently undertaken by the Executive. The duties of employment shall include such additional
executive duties on behalf of the Company and its operations of a character in keeping with the Executive’s position as may,
from time to time, be assigned to the Executive by the boards of directors of the Company. The Executive shall exclusively
devote full working time, energy, and attention to the business of the Company throughout the term of this Agreement. Without the
prior written consent of the boards of directors of the Company during the term of this Agreement, the Executive shall not render
services to or for any person, firm, corporation, or other entity or organization in exchange for compensation, regardless of the
form in which the compensation is paid and regardless of whether it is paid directly or indirectly to the Executive. Nothing in
this Section 1(b) shall prevent the Executive from managing personal investments and affairs, provided that doing so does
not interfere with the proper performance of the Executive’s duties and responsibilities under this Agreement.


 


(c)          Term.


 


(i)          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 third anniversary of the Effective Date, plus (ii) any and all extensions
of the initial term made pursuant to this Section 1(c).


 


(ii)         Commencing
as of the first anniversary of the Effective Date, and continuing on each anniversary of the Effective Date thereafter, the disinterested
members of the boards of directors may extend the Agreement term for an additional year, so that the remaining term of the Agreement
again becomes 36 months from the applicable anniversary date, unless the Executive elects not to extend the term of this Agreement
by giving proper written notice. The boards of directors will review the Agreement and Executive’s performance annually for
purposes of determining whether to extend the Agreement term and


 




     


     

    

 


will include the rationale and results of its review in the
minutes of the meetings. The boards of directors will notify the Executive as soon as possible after each annual review whether
it has determined to extend the Agreement.


 


(iii)        Nothing
in this Agreement shall mandate or prohibit a continuation of the Executive’s employment following the expiration of the
term of this Agreement, upon such terms and conditions as the Company and the Executive may mutually agree.


 


2.            Compensation
and Benefits.


 


(a)          Base
Salary. In consideration of the Executive’s performance of the obligations under this Agreement, the Company shall pay
or cause to be paid to the Executive a salary at the annual rate of $_________, payable according to the regular
payroll practices of the Company. The Executive’s salary shall be subject to annual review. The Executive’s salary,
as the same may be modified from time to time, is referred to in this Agreement as the “Base Salary.” All compensation
under this Agreement shall be subject to customary income tax withholding and such other employment taxes as are imposed by law.


 


(b)          Benefit
Plans and Perquisites. For as long as the Executive is employed by the Company, the Executive shall be eligible: (i) to
participate in any and all officer or employee compensation, incentive compensation and benefit plans in effect from time to time,
including without limitation plans providing retirement, medical, dental, disability, and group life benefits and including incentive
or bonus plans existing on the date of this Agreement or adopted after the date of this Agreement, provided that the Executive
satisfies the eligibility requirements for any the plans or benefits, and (ii) to receive any and all other fringe and other
benefits provided from time to time, including the following:


 


(i)          Reimbursement
of business expenses. The Executive shall be entitled to reimbursement for all reasonable business expenses incurred while
performing his obligations under this Agreement, including but not limited to all reasonable business travel and entertainment
expenses incurred while acting at the request of or in the service of the Company, and reasonable expenses for attendance at annual
and other periodic meetings of trade associations. Expenses will be reimbursed if they are submitted in accordance with the Company’s
policies and procedures.


 


(ii)         Facilities.
The Company will furnish the Executive with the working facilities and staff customary for executive officers with the comparable
titles and duties of the Executive as set forth in Sections 1(a) and 1(b) of this Agreement and as are necessary for the Executive
to perform his duties. The location of such facilities and staff shall be at the principal administrative offices of the
Company, or at such other site or sites customary for such offices and as agreed to by the parties.


 


(c)          Vacation;
Leave. The Executive shall be entitled to sick leave and ___ weeks’ paid annual vacation in accordance
with policies established from time to time by the Company. In addition to paid vacations and other leave, the boards of directors
may grant the Executive a leave or leaves of absence, with or without pay, at such time or times and upon such terms and conditions
as the boards of directors may determine. Vacation time must be taken during the calendar year in which it is accrued and may be
carried over into succeeding calendar years or paid out to the Executive in accordance with the policies of the Company. The Executive
shall take his vacation at a reasonable time or times taking into consideration the needs of the Company.


 


(d)          Insurance.
The Company shall maintain or cause to be maintained liability insurance covering the Executive throughout the term of this Agreement.


 




    	 	2	 



     

    

 


3.            Employment
Termination.


 


(a)          Termination
Because of Death or Disability.


 


(i)          Death.
The Executive’s employment and this Agreement shall terminate automatically at the Executive’s death. If the Executive
dies in active service to the Company, the Executive’s estate shall receive any sums due to the Executive as Base Salary
and reimbursement of expenses through the end of the month in which death occurs.


 


(ii)         Disability.
By delivery of written notice 30 days in advance to the Executive, the Company may terminate the Executive’s employment and
this Agreement due to the Executive’s Disability (as defined below). In the event that the Executive’s employment hereunder
terminates due to his Disability, no termination benefits shall be payable to or in respect of the Executive. For purposes
of this Agreement, “Disability” shall mean a physical or mental condition due to which the Executive shall have been
absent from her duties on a full-time basis for a 12 consecutive month period. The Executive’s employment shall be deemed
to have terminated as a result of Disability on the date provided in the notice of termination provided to the Executive by the
Company. The Executive shall not be considered Disabled, however, if the Executive has returned to employment on a full-time basis
within 30 days of receiving such notice.


 


(b)          Involuntary
Termination with Cause. The boards of directors may, by written notice to the Executive, immediately terminate the Executive’s
employment and this Agreement at any time for Cause, in which case the Executive shall be entitled to receive only the unpaid Base
Salary that has accrued through the date of termination. The Company shall deliver to the Executive a copy of the resolution duly
adopted by the boards of directors of Bancshares and the Association (after reasonable notice to the Executive and an opportunity
for the Executive, together with the Executive’s counsel, to be heard before the boards of directors, 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 Cause. The notice provided
to the Executive pursuant hereto shall specify in detail the particulars of the conduct constituting Cause. If the boards of directors
thereafter determines that such conduct did not constitute Cause and the Executive’s employment hereunder is reinstated,
then 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 3(d) of this Agreement and the Executive shall be entitled to the compensation and benefits provided therein.
For the purposes of this Agreement “Cause” means any of the following:


 


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


 


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


 


(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 Company or its


 




    	 	3	 



     

    

 


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 he has acted, or failed to act, with an absence of good faith and without reasonable
belief that his action or failure to act was in the best interest of the Company.


 


(c)          Voluntary
Termination by the Executive Without Good Reason. If the Executive terminates employment without Good Reason, the Executive
shall receive the Base Salary and expense reimbursement to which the Executive is entitled through the date on which termination
becomes effective.


 


(d)          Involuntary
Termination Without Cause and Voluntary Termination with Good Reason. With written notice to the Executive 30 days in advance,
the Company may terminate the Executive’s employment and this Agreement without Cause. Termination shall take effect at the
end of the 30 day period. With advance written notice to the Company as provided in clause (y), the Executive may terminate employment
for Good Reason. If the Executive’s employment terminates involuntarily without Cause or voluntarily but with Good Reason,
the Executive shall be entitled to the benefits specified in Section 4 of this Agreement. For purposes of this Agreement a
voluntary termination by the Executive shall be considered a voluntary termination with Good Reason if the conditions stated in
both clauses (x) and (y) of this Section 3(d) are satisfied:


 


(x)          a
voluntary termination by the Executive shall be considered a voluntary termination with Good Reason if any of the following occur
without the Executive’s written consent, and the term Good Reason shall mean the occurrence of any of the following without
the Executive’s written consent:


 


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


 


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


 


(3)         a
change in the geographic location at which the Executive must perform services for the Company by more than 25 miles from
such location at the effective date.


 


(y)          the
Executive must give notice to the Company of the existence of one or more of the conditions described in clause (x) within
60 days after the initial existence of the condition, and the Company shall have 30 days thereafter to remedy the condition. In
addition, the Executive’s voluntary termination because of the existence of one or more of the conditions described in clause (x)
must occur within six months after the initial existence of the condition.


 


4.            Severance
Compensation.


 


(a)          Subject
to the possibility that cash severance after employment termination might be delayed under Section 4(b), if the Executive’s
employment terminates involuntarily but without Cause or if the Executive voluntarily terminates employment with Good Reason, the
Executive shall for 36 months and in accordance with the Company’s regular
pay practices continue to receive the Base Salary in effect at termination of employment. However, the


 




    	 	4	 



     

    

 


Company and the Executive acknowledge and agree that the compensation
and benefits under this Section 4(a) shall not be payable if compensation and benefits are payable or shall have been paid
to the Executive under Section 5 of this Agreement.


 


(b)          If
when employment termination occurs the Executive is a “specified employee” within the meaning of Section 409A
of the Code, if the cash severance payment under Section 4(a) would be considered deferred compensation under Section 409A
of the Code, and finally if an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i) of the Code is not
available, the Executive’s continued Base Salary under Section 4(a) for the first six months after employment termination
shall be paid to the Executive in a single lump sum without interest on the first business day of the seventh month after the month
in which the Executive’s employment terminates.


 


5.            Change
in Control Benefits.


 


(a)          Change
in Control Benefits. If a Change in Control occurs during the term of this Agreement and, thereafter during the then
remaining term of the Agreement, the Executive’s employment terminates involuntarily but without Cause or if the
Executive voluntarily terminates employment with Good Reason, the Company shall make or cause to be made a lump-sum payment
to the Executive in an amount in cash equal to three times the Executive’s average annual compensation. For this
purpose, average annual compensation means the Executive’s taxable income reported by the Company or its affiliates for
the five calendar years immediately preceding the calendar year in which the Change in Control occurs. The payment required under this paragraph is payable no later than five business days after the
Executive’s termination of employment. If the Executive receives payment under Section 5(a), the Executive shall
not be entitled to any additional severance benefits under Section 4(a) of this Agreement.


 


(b)          Change
in Control Defined. For purposes of this Agreement “Change in Control” means a change in control of the Company
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)          Potential
Limitation of Benefits Under Certain Circumstances. Notwithstanding any other provisions of this Agreement, in the event that
the aggregate payments or benefits to be made or afforded to the Executive under this Agreement or otherwise, which are deemed
to be parachute payments as defined in Section 280G of the Code or any successor thereof (the “Termination Benefits”),
would be deemed to include an “excess parachute payment” under Section 280G of the Code, then the Termination
Benefits shall be reduced to a value which is $1.00 less than an amount equal to three times the Executive’s “base
amount,” as determined in accordance with Section 280G of the Code. The allocation of the reduction required hereby
among the Termination Benefits shall first be made from any cash severance benefit due under Section 5(a) of this Agreement.
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 Sections 4 and 5 hereof, or a reduction in the payments and benefits
specified, below zero.


 


6.            Confidentiality
and Creative Work.


 


(a)          Non-disclosure.
The Executive covenants and agrees not to reveal to any person, firm, or corporation any confidential information of any nature
concerning the Company or its business, or anything connected therewith. As used in this Section 6 the term “confidential
information” means all of the Company’s or the Association’s and the Company’s affiliates’ confidential
and proprietary information and


 




    	 	5	 



     

    

 


trade secrets in existence on the date hereof or existing at
any time during the term of this Agreement, including but not limited to:


 


(i)          the
whole or any portion or phase of any business plans, financial information, purchasing data, supplier data, accounting data, or
other financial information,


 


(ii)         the
whole or any portion or phase of any research and development information, design procedures, algorithms or processes, or other
technical information,


 


(iii)        the
whole or any portion or phase of any marketing or sales information, sales records, customer lists, prices, sales projections,
or other sales information, and


 


(iv)        trade
secrets, as defined from time to time by the laws of Missouri. This Section 6(a) does not prohibit disclosure required by
an order of a court having jurisdiction or a subpoena from an appropriate governmental agency or disclosure made by the Executive
in the ordinary course of business and within the scope of the Executive’s authority.


 


(b)          Return
of Materials. The Executive agrees to immediately deliver or return to the Company upon termination, upon expiration of this
Agreement, or as soon thereafter as possible, all written information and any other similar items furnished by the Company or prepared
by the Executive in connection with the Executive’s services hereunder and to immediately delete all electronically stored
data of the Company maintained on the Executive’s personal computers and to return all Company-provided computers or communication
devices. The Executive will retain no copies thereof after termination of this Agreement or termination of the Executive’s
employment.


 


(c)          Creative
Work. The Executive agrees that all creative work and work product, including but not limited to all technology, business management
tools, processes, software, patents, trademarks, and copyrights developed by the Executive during the term of this Agreement, regardless
of when or where such work or work product was produced, constitutes work made for hire, all rights of which are owned by the Company.
The Executive hereby assigns to the Company all rights, title, and interest, whether by way of copyrights, trade secret, trademark,
patent, or otherwise, in all such work or work product, regardless of whether the same is subject to protection by patent, trademark,
or copyright laws.


 


(d)          Affiliates’
Confidential Information is Covered; Confidentiality Obligation Survives Termination. For purposes of this Agreement, the term
“affiliate” of the Company includes any entity that directly, or indirectly through one or more intermediaries, controls,
is controlled by, or is under common control with the Company. The rights and obligations set forth in this 6 shall survive termination
of this Agreement.


 


(e)          Injunctive
Relief. The Executive acknowledges that it is impossible to measure in money the damages that will accrue to the Company if
the Executive fails to observe the obligations imposed by this Section 6. Accordingly, if the Company institutes an action
to enforce the provisions hereof, the Executive hereby waives the claim or defense that an adequate remedy at law is available
to the Company, and the Executive agrees not to urge in any such action the claim or defense that an adequate remedy at law exists.
The confidentiality and remedies provisions of this Section 6 shall be in addition to and shall not be deemed to supersede
or restrict, limit, or impair the Company’s rights under applicable state or federal statute or regulation dealing with or
providing a remedy for the wrongful disclosure, misuse, or misappropriation of trade secrets or proprietary or confidential information.


 




    	 	6	 



     

    

 


7.            Competition
After Employment Termination.


 


(a)          Covenant
Not to Solicit Employees. The Executive agrees not to, directly or indirectly, solicit or employ the services of any officer
or employee of the Company (including an individual who was an officer or employee of the Company during the one year period
following the Executive’s termination) for two years after the Executive’s employment termination.


 


(b)          Covenant
Not to Compete.


 


(i)          The
Executive covenants and agrees not to compete directly or indirectly with the Company for one year after employment termination.
For purposes of this Section 7(b):


 


(1)         the
term compete means:


 


(i)          providing
financial products or services on behalf of any financial institution for any person residing in the territory,


 


(ii)         assisting
(other than through the performance of ministerial or clerical duties) any financial institution in providing financial products
or services to any person residing in the territory, or


 


(iii)        inducing
or attempting to induce any person who was a customer of the Company at the date of the Executive’s employment termination
to seek financial products or services from another financial institution.


 


(2)         the
words directly or indirectly mean:


 


(i)          acting
as a consultant, officer, director, independent contractor, or employee of any financial institution in competition with the Company
in the territory, or


 


(ii)         communicating
to such financial institution the names or addresses or any financial information concerning any person who was a customer of the
Company when the Executive’s employment terminated.


 


(3)         the
term customer means any person to whom the Company is providing financial products or services on the date of the Executive’s
employment termination or within one year thereafter.


 


(4)         the
term financial institution means any bank, savings association, or bank or savings association holding company, or any other
institution, the business of which is engaging in activities that are financial in nature or incidental to such financial activities
as described in Section 4(k) of the Association Holding Company Act of 1956, other than the Company or any of its affiliated
corporations.


 


(5)         financial
product or service means any product or service that a financial institution or a financial holding company could offer by
engaging in any activity that is financial in nature or incidental to such a financial activity under Section 4(k) of the
Association Holding Company Act of 1956 and that is offered by the Company or an affiliate on the date of the Executive’s
employment termination, including but not limited to banking activities and activities that are closely related and a proper incident
to banking.


 


(6)         the
term person means any individual or individuals, corporation, partnership, fiduciary or association.


 




    	 	7	 



     

    

 


(7)         the
term territory means the area within a 25-mile radius of any office of the Company at the date of the Executive’s
employment termination.


 


(ii)         If
any provision of this section or any word, phrase, clause, sentence or other portion thereof (including, without limitation, the
geographical and temporal restrictions contained therein) is held to be unenforceable or invalid for any reason, the unenforceable
or invalid provision or portion shall be modified or deleted so that the provisions hereof, as modified, are legal and enforceable
to the fullest extent permitted under applicable law.


 


(iii)        The
Executive acknowledges that the Company’s willingness to enter into this Agreement and to make the payments contemplated
by Sections 3 and 4 of this Agreement is conditioned on the Executive’s acceptance of the covenants set forth in Sections 6
and 7 of this Agreement and that the Company would not have entered into this Agreement without such covenants in force.


 


(c)          Injunctive
and Other Relief. Because of the unique character of the services to be rendered by the Executive hereunder, the Executive
understands that the Company would not have an adequate remedy at law for the material breach or threatened breach by the Executive
of any one or more of the Executive’s covenants in this Section 7. Accordingly, the Executive agrees that the Company’s
remedies for a breach of this Section 7 include, but are not limited to, (x) forfeiture of any money representing accrued
salary, contingent payments, or other fringe benefits (including any amount payable pursuant to Section 4) due and payable
to the Executive during the period of any breach by Executive, and (y) a suit in equity by the Company to enjoin the Executive
from the breach or threatened breach of such covenants. The Executive hereby waives the claim or defense that an adequate remedy
at law is available to the Company and the Executive agrees not to urge in any such action the claim or defense that an adequate
remedy at law exists. Nothing herein shall be construed to prohibit the Company from pursuing any other or additional remedies
for the breach or threatened breach.


 


(d)          Section 7
Survives Termination But Is Void After a Change in Control. The rights and obligations set forth in this Section 7 shall
survive termination of this Agreement. However, Section 7 shall become null and void effective immediately upon a Change in
Control.


 


8.            Compliance
with Internal Revenue Code Section 409A.


 


(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 Company)
and (ii) the Company 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 Company 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


 




    	 	8	 



     

    

 


of such tax and the parties shall promptly execute any amendment
reasonably necessary to implement this Section 8. The Executive and the Company 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 Company
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 of the Code), (i) any such expense reimbursement shall be made by the
Company 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.


 


9.            Miscellaneous.


 


(a)          Successors
and Assigns.


 


(i)          This
Agreement shall be binding upon the Company and any successor to the Company, including any persons acquiring directly or indirectly
all or substantially all of the business or assets of the Company by purchase, merger, consolidation, reorganization, or otherwise.
But this Agreement and the Company’s obligations under this Agreement are not otherwise assignable, transferable, or delegable
by the Company. By agreement in form and substance satisfactory to the Executive, the Company shall require any successor to all
or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement in the same
manner and to the same extent the Company would be required to perform had no succession occurred.


 


(ii)         This
Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors,
administrators, successors, heirs, distributees, and legatees.


 


(iii)        Without
written consent of the other parties, no party shall assign, transfer, or delegate this Agreement or any rights or obligations
under this Agreement, except as expressly provided herein. Without limiting the generality or effect of the foregoing, the Executive’s
right to receive payments hereunder is not assignable or transferable, whether by pledge, creation of a security interest, or otherwise,
except for a transfer by the Executive’s will or by the laws of descent and distribution. If the Executive attempts an assignment
or transfer that is contrary to this Section 9(a), the Company shall have no liability to pay any amount to the assignee or
transferee.


 


(b)          Governing
Law, Jurisdiction and Forum. This Agreement shall be construed under and governed by the internal laws of the State of Missouri,
without giving effect to any conflict of laws provision or rule that would cause the application of the laws of any jurisdiction
other than Missouri. By entering into this Agreement, the Executive acknowledges that the Executive is subject to the jurisdiction
of both the federal and state courts in Missouri.


 




    	 	9	 



     

    

 


(c)          Entire
Agreement. This Agreement sets forth the entire agreement of the parties concerning the employment of the Executive by the
Company. Any oral or written statements, representations, agreements, or understandings made or entered into prior to or contemporaneously
with the execution of this Agreement are hereby rescinded, revoked, and rendered null and void by the parties.


 


(d)          Notices.
All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been duly given
if delivered by hand or mailed, certified or registered mail, return receipt requested, with postage prepaid. Unless otherwise
changed by notice, notice shall be properly addressed to the Executive if addressed to the address of the Executive on the books
and records of the Company at the time of the delivery of such notice, and properly addressed to the Company if addressed to the
boards of directors of Bancshares and the Association.


 


(e)          Severability.
If there is a conflict between any provision of this Agreement and any statute, regulation, or judicial precedent, the latter shall
prevail, but the affected provisions of this Agreement shall be curtailed and limited solely to the extent necessary to bring them
within the requirements of law. If any provisions of this Agreement is held by a court of competent jurisdiction to be indefinite,
invalid, void or voidable, or otherwise unenforceable, the remainder of this Agreement shall continue in full force and effect
unless that would clearly be contrary to the intentions of the parties or would result in an injustice.


 


(f)          Captions
and Counterparts. The captions in this Agreement are solely for convenience. The captions do not define, limit, or describe
the scope or intent of this Agreement. This Agreement may be executed in several counterparts, each of which shall be deemed to
be an original but all of which together shall constitute one and the same instrument.


 


(g)          No
Duty to Mitigate. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement
by seeking other employment. Moreover, provided the Executive is not in breach of any obligation under Sections 6 and 7 of
this Agreement, the amount of any payment provided for in this Agreement shall not be reduced by any compensation earned or benefits
provided as the result of employment of the Executive or as a result of the Executive being self-employed after employment termination.


 


(h)          Amendment
and Waiver. This Agreement may not be amended, released, discharged, abandoned, changed, or modified in any manner, except
by an instrument in writing signed by each of the parties hereto. The failure of any party hereto to enforce at any time any of
the provisions of this Agreement shall not be construed to be a waiver of any such provision, nor affect the validity of this Agreement
or any part thereof or the right of any party thereafter to enforce each and every such provision. No waiver or any breach of this
Agreement shall be held to be a waiver of any other or subsequent breach.


 


(i)          Required
Provisions. 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.


 


(j)          Source
of Payments. Notwithstanding any provision in this Agreement to the contrary, to the extent payments and benefits, as provided
for under this Agreement, are paid or received by the Executive under an employment agreement in effect between the Executive and
the Association, the payments and benefits paid by the Association will be subtracted from any amount or benefit due simultaneously
to the Executive under similar provisions of this Agreement. Payments will be allocated in proportion to the level of activity
and the time expended by the Executive on activities related to the Company, respectively, as determined by the Company.


 




    	 	10	 



     

    

 


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


 


	CENTRAL FEDERAL BANCSHARES, INC.	 
	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 	 	 
	 	 	 	 	 


 


	
        CENTRAL FEDERAL SAVINGS AND

        LOAN ASSOCIATION OF ROLLA
	 
	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 	 
	 	 	 	 	 


 


	 	EXECUTIVE
	 	 
	 	 
	 	[NAME]


 





[Signature Page –Bancshares & Association Employment
Agreement]