8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January 8, 2007

CENTRAL FEDERAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	0-25045	34-1877137
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)
2923 Smith Road, Fairlawn, Ohio	44333	(330) 666-7979
(Address of Principal Executive Offices)	(Zip Code)	(Registrant’s Telephone Number)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain officers; Compensatory Arrangements of Certain Officers

(e) On January 8, 2007, the registrant and its wholly owned subsidiary, CFBank, amended their respective employment agreements with David C. Vernon, Vice Chairman of Central Federal Corporation and CFBank. The amendments modify Mr. Vernon’s duties under the agreements to reflect the Board’s desire to have Mr. Vernon continue to provide services to Central Federal Corporation and CFBank, given his new positions with National Bancshares Corporation and its subsidiary bank, First National Bank. On November 1, 2006, Mr. Vernon was named President and CEO of National Bancshares Corporation and First National Bank. On November 22, 2006, Mr. Vernon was appointed a director of National Bancshares Corporation. After evaluating the markets served by First National Bank and CFBank, as well as the asset size of both financial institutions, the Board of Directors of Central Federal Corporation and CFBank concluded that Mr. Vernon’s services to National Bancshares Corporation and First National Bank do not and will not present any conflict of interest with, or materially affect the performance of his duties to Central Federal Corporation or CFBank. No changes were made to the compensation components of the agreements.

The amendments to the contracts are included as exhibits to this report.

Item 9.01     Financial Statements, Pro Forma Financial Information and Exhibits

(d) Exhibits

10.1	Third Amendment to Employment Agreement between Central Federal Corporation and David C. Vernon
10.2	Third Amendment to Employment Agreement between CFBank and David C. Vernon
10.3	Employment Agreement between the registrant and David C. Vernon (incorporated by reference to Exhibit 10.1 to the registrant’s Form 10-KSB for the fiscal year ended December 31, 2003, filed with the Commission on March 30, 2004)
10.4	Employment Agreement between CFBank and David C. Vernon (incorporated by reference to Exhibit 10.2 to the registrant’s Form 10-KSB for the fiscal year ended December 31, 2003, filed with the Commission on March 30, 2004)
10.5	Amendment to Employment Agreement between the registrant and David C. Vernon (incorporated by reference to Exhibit 10.3 to the registrant’s Form 10-KSB for the fiscal year ended December 31, 2004, filed with the Commission on March 30, 2005)
10.6	Amendment to Employment Agreement between CFBank and David C. Vernon (incorporated by reference to Exhibit 10.4 to the registrant’s Form

	10-KSB for the fiscal year ended December 31, 2004, filed with the Commission on March 30, 2005)
10.7	Second Amendment to Employment Agreement between the registrant and David C. Vernon (incorporated by reference to Exhibit 10.5 to the registrant’s Form 10-KSB for the fiscal year ended December 31, 2004, filed with the Commission on March 30, 2005)
10.8	Second Amendment to Employment Agreement between CFBank and David C. Vernon (incorporated by reference to Exhibit 10.6 to the registrant’s Form 10-KSB for the fiscal year ended December 31, 2004, filed with the Commission on March 30, 2005)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Central Federal Corporation
Date: January 8, 2007	By:	/s/ Therese Ann Liutkus
		Therese Ann Liutkus, CPA Treasurer and Chief Financial Officer

EX-10.1

Exhibit 10.1

Third Amendment to Employment Agreement between Central Federal
Corporation and David C. Vernon

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
CENTRAL FEDERAL CORPORATION

This THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into and made effective as of January 8, 2007 between Central Federal Corporation, a Delaware corporation (the “Holding Company”), and David C. Vernon, an Ohio resident (the “Executive”).

A. The Holding Company and the Executive entered into an Employment Agreement as of February 28, 2003, which agreement was amended as of May 10, 2004 and as of December 16, 2004 (the Employment Agreement, as amended, the “Agreement”).

B. The Executive was invited to provide services to First National Bank of Orrville (“FNB Orrville”) and its holding company, National Bancshares Corporation (“NBOH”).

C. The Board of Directors of the Holding Company values the services of the Executive and desires to have him continue to provide services to the Holding Company.

D. The Board of Directors of the Holding Company, after evaluating the markets served by FNB Orrville and CFBank, which is a federally chartered savings association and a wholly owned subsidiary of the Holding Company, as well as the asset size of both financial institutions, concluded that the Executive’s service to FNB Orrville does not and will not present any conflict of interest with CFBank or the Holding Company or materially affect the performance of his duties to the Holding Company.

E. Given the Executive’s services to FNB Orrville, and given the Holding Company’s Board of Directors’ desire to have the Executive continue to provide services to the Holding Company, the Board of Directors of the Holding Company undertakes to modify the duties of the Executive under the Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth in this Amendment, the Holding Company and the Executive agree as follows:

1. Section 2(b) of the Agreement is hereby deleted and the following is substituted therefore in its entirety:

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 substantial business time, attention, skill, and efforts to the faithful performance of his responsibilities as delineated under Section 1 of this Agreement, including activities and services related to the administration and management of the Holding Company; provided, however, that with the approval of the Board of Directors, as evidenced by a resolution of the Board of Directors from time to time, Executive may serve or continue to serve on the boards of directors of, and hold any other offices or positions in, companies or organizations which, in the Board of Directors’ judgment, will not present any conflict of interest with the Holding Company or materially affect the performance of Executive’s duties under this Agreement.

2. The changes to Section 2(b) of the Agreement as set forth in Paragraph 1 of this Amendment do not constitute an Event of Termination, as defined in Section 4 of the Agreement.

3. All provisions of the Agreement, other than as modified in this Amendment, are hereby ratified and shall remain in full force and effect.

IN WITNESS WHEREOF, the Holding Company and the Executive have executed this Amendment as of the day and year first written above

THE HOLDING COMPANY:		THE EXECUTIVE:
Central Federal Corporation
		/s/ David C. Vernon
		David C. Vernon
By:	/s/ Thomas P. Ash
Name in
Print:	Thomas P. Ash
	For the Board of Directors

EX-10.2

Exhibit 10.2

Third Amendment to Employment Agreement between CFBank and
David C. Vernon

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
CFBANK

This THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into and made effective as of January 8, 2007 between CFBank, a federally chartered savings association (the “Association”), and David C. Vernon, an Ohio resident (the “Executive”).

F. The Association and the Executive entered into an Employment Agreement as of February 28, 2003, which agreement was amended as of May 10, 2004 and as of December 16, 2004 (the Employment Agreement, as amended, the “Agreement”).

G. The Executive was invited to provide services to First National Bank of Orrville (“FNB Orrville”) and its holding company, National Bancshares Corporation (“NBOH”).

H. The Board of Directors of the Association values the services of the Executive and desires to have him continue to provide services to the Association.

I. The Board of Directors of the Association, after evaluating the markets served by the Association and FNB Orrville, as well as the asset size of both financial institutions, concluded that the Executive’s service to FNB Orrville does not and will not present any conflict of interest with the Association or materially affect the performance of his duties to the Association.

J. Given the Executive’s services to FNB Orrville, and given the the Association’s Board of Directors’ desire to have the Executive continue to provide services to CFBank, the Board of Directors of the Association undertakes to modify the duties of the Executive under the Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth in this Amendment, the Association and the Executive agree as follows:

4. Section 2(b) of the Agreement is hereby deleted and the following is substituted therefore in its entirety:

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 substantial business time, attention, skill, and efforts to the faithful performance of his responsibilities as delineated under Section 1 of this Agreement, including activities and services related to the administration and management of the Association; provided, however, that with the approval of the Board of Directors, as evidenced by a resolution of the Board of Directors from time to time, Executive may serve or continue to serve on the boards of directors of, and hold any other offices or positions in, companies or organizations which, in the Board of Directors’ judgment, will not present any conflict of interest with the Association or materially affect the performance of Executive’s duties under this Agreement.

5. The changes to Section 2(b) of the Agreement as set forth in Paragraph 1 of this Amendment do not constitute an Event of Termination, as defined in Section 4 of the Agreement.

6. All provisions of the Agreement, other than as modified in this Amendment, are hereby ratified and shall remain in full force and effect.

IN WITNESS WHEREOF, the Association and the Executive have executed this Amendment as of the day and year first written above

THE ASSOCIATION:		THE EXECUTIVE:
CFBANK
		/s/ David C. Vernon
		David C. Vernon
By:	/s/ Thomas P. Ash
Name in
Print:	Thomas P. Ash
	For the Board of Directors