EMPLOYMENT AGREEMENT BETWEEN CENTRAL FEDERAL BANK AND DAVID C.
CENTRAL FEDERAL SAVINGS AND LOAN ASSOCIATION OF WELLSVILLE
This AGREEMENT is made effective as of February 28, 2003 by and among CENTRAL FEDERAL
SAVINGS AND LOAN ASSOCIATION OF WELLSVILLE (the "Association"), a federally-chartered
financial institution, with its principal administrative office at 601 Main Street, Wellsville, Ohio, 43968, Grand
Central Financial Corp., a corporation organized under the laws of the State of Delaware, the holding company
for the Association (the "Holding Company"), and DAVID C. VERNON ("Executive").
WHEREAS, the Association wishes to assure itself of the services of Executive for the period provided in this
WHEREAS, Executive is willing to serve in the employ of the Association for said period.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, and upon the other terms and
conditions hereinafter provided, the parties hereby agree as follows:
1. POSITION AND RESPONSIBILITIES.
During the period of his employment hereunder, Executive agrees to serve as Chief Executive Officer and
effective April 23, 2003, as President of the Association. Executive shall render administrative and management
services to the Association such as are customarily performed by persons situated in a similar executive capacity.
During said period, Executive also agrees to serve, if elected, as an officer and director of the Holding Company
or any subsidiary of the Association.
2. TERMS AND DUTIES.
(a) The period of Executive's employment under this Agreement shall be deemed to have commenced as of the
date first above written and shall continue for a period of thirty-six (36) full calendar months thereafter.
(b) During the period of Executive's employment hereunder, except for periods of absence occasioned by illness,
reasonable vacation periods, and reasonable leaves of absence, Executive shall devote substantially all his