EMPLOYMENT AGREEMENT BETWEEN CENTRAL FEDERAL CORPORATION AND DAVID
GRAND CENTRAL FINANCIAL CORP.
This AGREEMENT ("Agreement") is made effective as of February 28, 2003 by and between GRAND
CENTRAL FINANCIAL CORP. (the "Holding Company"), a corporation organized under the laws of
Delaware, with its principal administrative office at 601 Main Street, Wellsville, Ohio 43968 and David C.
Vernon (the "Executive"). Any reference to "Institution" herein shall mean Central Federal Savings and Loan
Association of Wellsville or any successor thereto.
WHEREAS, the Holding Company wishes to assure itself of the services of Executive for the period provided in
this Agreement; and
WHEREAS, the Executive is willing to serve in the employ of the Holding Company 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 Executive's employment hereunder, Executive agrees to serve as Chief Executive Officer
and effective April 23, 2003, as President of the Holding Company. The Executive shall render administrative
and management services to the Holding Company such as are customarily performed by persons in a similar
executive capacity. During said period, Executive also agrees to serve, if elected, as an officer and director of any
subsidiary of the Holding Company.
(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
business time, attention, skill, and efforts to the faithful perf