-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DnSy/Hbfjt0G/XnT6k4rzDzponKKXQKWhYlbS3XSApMvU9mJbQ9mjBgh4ZMrKdLj bgg38XQN2K8fp1P81272/w== /in/edgar/work/0000904280-00-000222/0000904280-00-000222.txt : 20001024 0000904280-00-000222.hdr.sgml : 20001024 ACCESSION NUMBER: 0000904280-00-000222 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20001023 EFFECTIVENESS DATE: 20001023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PVF CAPITAL CORP CENTRAL INDEX KEY: 0000928592 STANDARD INDUSTRIAL CLASSIFICATION: [6035 ] IRS NUMBER: 341659805 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-48446 FILM NUMBER: 744299 BUSINESS ADDRESS: STREET 1: 2618 N MORELAND BLVD CITY: CLEVELAND HEIGHTS STATE: OH ZIP: 44120 BUSINESS PHONE: 4109919600 MAIL ADDRESS: STREET 1: 25350 ROCKSIDE ROAD CITY: BEDFORD HEIGHTS STATE: OH ZIP: 44146 S-8 1 0001.txt FORM S-8 FOR 2000 INCENTIVE STOCK OPTION PLAN Registration No. 333-___________ As filed with the Securities and Exchange Commission on October 23, 2000 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------------------------- PVF CAPITAL CORP. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Ohio 34-1659805 - -------------------------------------------------------------------------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 25350 ROCKSIDE ROAD BEDFORD HEIGHTS, OHIO 44146 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) 2000 INCENTIVE STOCK OPTION PLAN - -------------------------------------------------------------------------------- (Full Title of the Plan) JOHN R. MALE, PRESIDENT PVF CAPITAL CORP. 25350 ROCKSIDE ROAD BEDFORD HEIGHTS, OHIO 44146 - -------------------------------------------------------------------------------- (Name and Address of Agent For Service) (216) 991-9600 - -------------------------------------------------------------------------------- (Telephone Number, Including Area Code, of Agent For Service) COPIES TO: JOEL E. RAPPOPORT, ESQUIRE STRADLEY RONON HOUSLEY KANTARIAN & Bronstein, LLP 1220 19th Street N.W., Suite 700 Washington, D.C. 20036 (202) 822-9611
CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------- Title Of Securities Amount Proposed Maximum Proposed Maximum Amount Of To Be To Be Offering Price Aggregate Offering Registration Registered Registered (1) Per Share Price (2) Fee (2) - ------------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value 250,000 $10.75 $2,593,750 $684.75 =================================================================================================================== (1) Maximum number of shares issuable under the PVF Capital Corp. 2000 Incentive Stock Option Plan (250,000 shares), together with an indeterminate number of shares being registered hereby as may be necessary to adjust the number of additional shares of Common Stock reserved for issuance under the 2000 Incentive Stock Option Plan as a result of an increase in the number of shares issuable under such plan as the result of a merger, consolidation, recapitalization or similar event involving the Registrant or a stock split, stock dividend, reclassification, recapitalization or similar adjustment in the Registrant's common stock. (2) Under Rule 457(h) the registration fee may be calculated, inter alia, based upon the average of the high and low selling prices of the common stock of the Registrant as reported on the Nasdaq SmallCap Market on October 18, 2000 of $10.375 per share ($2,593,750 in the aggregate).
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION* - ------ ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION* - ------ *This registration statement relates to the registration of 250,000 shares of Common Stock, $.01 par value per share, of PVF Capital Corp. (the "Company") reserved for issuance and delivery under the PVF Capital Corp. 2000 Incentive Stock Option Plan (the "Option Plan"). Documents containing the information required by Part I of this registration statement will be sent or given to participants in the Option Plan in accordance with Rule 428(b)(1). In accordance with the Note to Part I of Form S-8, such documents are not filed with the Securities and Exchange Commission (the "Commission") either as part of this registration statement or as prospectuses or prospectus supplements. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE ------- The following documents filed by PVF Capital Corp. (the "Company") are incorporated by reference in this Registration Statement: (a) The Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2000 filed with the Commission on September 26, 2000 (Commission File No. 0-24948). (b) The description of the Company's securities contained in the Company's Registration Statement on Form 8-A as declared effective by the Commission on October 31, 1994 (Commission File No. 0-24948). ALL DOCUMENTS SUBSEQUENTLY FILED BY THE COMPANY PURSUANT TO SECTIONS 13(A), 13(C), 14, AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, PRIOR TO THE FILING OF A POST-EFFECTIVE AMENDMENT WHICH INDICATES THAT ALL SECURITIES OFFERED HAVE BEEN SOLD OR WHICH DEREGISTERS ALL SECURITIES THEN REMAINING UNSOLD, SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THIS REGISTRATION STATEMENT AND TO BE A PART HEREOF FROM THE DATE OF FILING OF SUCH DOCUMENTS. ITEM 4. DESCRIPTION OF SECURITIES - ------ Not applicable, as the Common Stock is registered under Section 12 of the Securities Exchange Act of 1934, as amended. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL - ------ Not Applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS - ------ Park View Federal Savings Bank (the "Bank") is required by Office of Thrift Supervision regulations to indemnify its directors, officers and employees against legal and other expenses incurred in defending lawsuits brought against them by reason of the performance of their official duties. Indemnification may be made to such person only if final judgement on the merits is in his favor or, in case of: (i) settlement, (ii) final judgment against him, or (iii) final judgment in his favor, other than on the merits, if a majority of the disinterested directors of the Bank determines that he was acting in good faith within the scope of his employment or authority as he could reasonably have perceived it under the circumstances and for a purpose he could have reasonably believed under the circumstances was in the best interests of the Bank or its stockholders. If a majority of the directors of the Bank concludes that in connection with an action any person ultimately may become entitled to indemnification, the directors may authorize payment of reasonable costs and expenses arising from defense or settlement of such action. In addition, the Bank and the Company have director and officer liability insurance and the coverage provided is one million dollars per occurrence. Article Sixth of the Company's First Amended and Restated Articles of Incorporation sets forth circumstances under which directors, officers, employees and agents may be insured or indemnified against liability which they may incur in their capacities: SIXTH: By resolution adopted by the directors in the manner set forth in division (E) of Section 1701.13 of the Revised Code of Ohio or its successor, the Corporation shall indemnify or agree to indemnify: 1. Any person who was or is a party or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the Corporation, by reason of the fact that he is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, against expenses, including attorney's fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful; and 2. Any person who was or is a party or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise, against expenses, including attorney's fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any of the following: a. Any claim, issue or matter as to which such person is adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless, and only to the extent that the court of common pleas or the court in which such action or suit was brought determines upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court of common pleas or such other court shall deem proper; b. Any action or suit in which the only liability asserted against a director is pursuant to section 1701.95 of the Revised Code of Ohio. 3. To the extent that a director, trustee, officer, employee, or agent has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in subsections (1) and (2) of this Article Sixth, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses, including attorney's fees, actually and reasonably incurred by him in connection with the action, suit or proceeding. 4. Any indemnification under subsections (1) and (2) of this Article Sixth, unless ordered by a court, shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, trustee, officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (1) and (2) of this Article Sixth. Such determination shall be made by the directors of the Corporation in the manner set forth in division (E) (4) Section 1701.13 of the Revised Code of Ohio. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED - ------ Not applicable. ITEM 8. EXHIBITS - ------ The exhibits scheduled to be filed or included as part of this Registration Statement are as follows: 5.1 Opinion of Stradley Ronon Stevens & Young, LLP as to the validity of the Common Stock being registered 23.1 Consent of Stradley Ronon Stevens & Young, LLP (appears in their opinion filed as Exhibit 5.1) 23.2 Consent of KPMG LLP 24 Power of Attorney (contained in signature page to this registration statement) 99.1 PVF Capital Corp. 2000 Incentive Stock Option Plan 99.2 Form of Stock Option Agreement to be entered into with Optionees with respect to Stock Options granted under the PVF Capital Corp. 2000 Incentive Stock Option Plan ITEM 9. UNDERTAKINGS - ------ The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregrate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3 or S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering. (4) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Bedford Heights, State of Ohio, on the 17th day of October, 2000. PVF CAPITAL CORP. By: /s/ John R. Male -------------------------------------- John R. Male Chairman of the Board of Directors and Chief Executive Officer (Duly Authorized Representative) POWER OF ATTORNEY We, the undersigned directors of PVF Capital Corp. hereby severally constitute and appoint John R. Male, who may act, with full power of substitution, as our true and lawful attorney and agent, to do any and all things in our names in the capacities indicated below which said John R. Male, who may act, may deem necessary or advisable to enable PVF Capital Corp., Inc. to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the registration of PVF Capital Corp. common stock, including specifically, but not limited to, power and authority to sign for us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) thereto; and we hereby ratify and confirm all that said John R. Male, shall do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signatures Title Date ---------- ----- ---- /s/ John R. Male Chairman of the Board of October 17, 2000 - -------------------------------------------- Directors and Chief Executive John R. Male Officer (Principal Executive Officer) /s/ C. Keith Swaney President and Director October 17, 2000 - -------------------------------------------- C. Keith Swaney (Principal Financial and Chief Financial Officer Accounting Officer) /s/ Robert K. Healey Director October 17, 2000 - -------------------------------------------- Robert K. Healey /s/ Stanley T. Jaros Director October 17, 2000 - -------------------------------------------- Stanley T. Jaros /s/ Creighton E. Miller Director October 17, 2000 - -------------------------------------------- Creighton E. Miller /s/ Stuart D. Neidus Director October 17, 2000 - -------------------------------------------- Stuart D. Neidus /s/ Robert F. Urban Director October 17, 2000 - -------------------------------------------- Robert F. Urban
INDEX TO EXHIBITS Exhibit Description - ------- ----------- 5.1 Opinion of Stradley Ronon Stevens & Young, LLP as to the validity of the Common Stock being registered 23.1 Consent of Stradley Ronon Stevens & Young, LLP (appears in their opinion filed as Exhibit 5.1) 23.2 Consent of KMPG LLP 24 Power of Attorney (contained in signature page to this registration statement) 99.1 PVF Capital Corp. 2000 Incentive Stock Option Plan 99.2 Form of Stock Option Agreement to be entered into with Optionees with respect to Stock Options granted under the PVF Capital Corp. 2000 Incentive Stock Option Plan EX-5.1 2 0002.txt October 20, 2000 Board of Directors PVF Capital Corp. 25350 Rockside Road Bedford Heights, Ohio 44146 Re: Registration Statement on Form S-8 Gentlemen: We have acted as counsel to and for PVF Capital Corp., an Ohio corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission of the Registration Statement on Form S-8 (the "Registration Statement"), for the purpose of registering under the Securities Act of 1933, as amended, shares (the "Shares") of the Company's common stock, $.01 par value per share (the "Common Stock"). The Shares are issuable under the Company's 2000 Incentive Stock Option Plan (the " Option Plan"). In our capacity as counsel, we have been requested to render the opinion set forth in this letter and, in connection therewith, we have reviewed the following documents: (i) the Registration Statement, (ii) the Option Plan, (iii) the First Amended and Restated Articles of Incorporation of the certified by the Secretary of the Company as of the date hereof, (iv) certain minutes of meetings or unanimous consents of the Board of Directors and shareholders of the Company, as amended, certified as true and correct by the Secretary of the Company, and (vi) a certificate of the Chief Financial Officer and of the Secretary of the Company dated October 17, 2000. In rendering this opinion, we have assumed and relied upon, without independent investigation, (i) the authenticity, completeness, truth and due authorization and execution of all documents submitted to us as originals, (ii) the genuineness of all signatures on all documents submitted to us as originals, and (iii) the conformity to the originals of all documents submitted to us as certified or photostatic copies. The law covered by the opinion expressed herein is limited to the Ohio General Corporation Law. Board of Directors PVF Capital Corp. October 20, 2000 Page 2 This opinion letter is given only with respect to laws and regulations presently in effect. We assume no obligation to advise you of any changes in law or regulation which may hereafter occur, whether the same are retroactively or prospectively applied, or to update or supplement this letter in any fashion to reflect any facts or circumstances which hereafter come to our attention. Based upon, and subject to, the foregoing, we are of the opinion that the Shares when issued pursuant to and in accordance with the Option Plan will be legally issued, fully paid and nonassessable. We hereby consent to the use of this opinion as an exhibit to the Registration Statement and we further consent to the reference to our firm under the caption "Legal Matters" in the Prospectus and to any reference to our firm in the Prospectus as legal counsel who have passed upon the legality of the securities offered thereby. Very truly yours, STRADLEY RONON STEVENS & YOUNG, LLP By: /s/ Joel E. Rappoport ------------------------------------ Joel E. Rappoport, a Partner EX-23.2 3 0003.txt CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS Board of Directors PVF Capital Corp. We consent to the use of our report incorporated herein by reference, and to the reference to our firm under the heading "Experts" in the Prospectus. /s/ KPMG LLP Terrence P. Fergus, Partner Cleveland, Ohio October 17, 2000 EX-99.1 4 0004.txt PVF CAPITAL CORP. 2000 INCENTIVE STOCK OPTION PLAN SECTION I PURPOSE ------- The purpose of PVF Capital Corp. 2000 Incentive Stock Option Plan (the "Plan") is to promote the interest of PVF Capital Corp. ("Company") and its stockholders by providing a method whereby key executives (as determined by the Committee in its sole discretion) and directors ("Optionees") of the Company and its subsidiaries may be encouraged to invest in the Company's Common Stock, thereby increasing their proprietary interest in its business, providing them with additional incentive to remain in the employ of the Company and increasing their personal interest in its continued success and progress. These employees will be granted options ("Options") to purchase shares of the common stock, $.01 par value, of the Company ("Common Stock"). It is intended that Options issued hereunder will constitute Incentive Stock Options ("ISOs") within the meaning of Section 422A of the Internal Revenue Code of 1986, as amended from time to time (the "Code"). Non-employee directors are not eligible for Incentive Stock Options and therefore are granted nonqualified stock options ("non-ISOs"). SECTION II ADMINISTRATION -------------- 2.1 The Committee. The Plan shall be administered by a Committee of the ------------- Board of Directors of the Company (the "Committee"). The Committee shall consist of not less than two non-employee directors within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and shall be appointed by the Board of Directors. A majority of the members of the Committee shall constitute a quorum. All decisions of the Committee shall be made by not less than a majority of its members. Any decision or determination reduced to writing and signed by all the members of the Committee shall be fully as effective as if it had been made by a majority vote at a meeting duly called and held. The Committee may appoint a chairman from among the members and a secretary (who need not be a member) and may make such rules and regulations for the conduct of its business as it shall deem advisable. No member of the Committee shall be liable, in the absence of bad faith, for any act or omission with respect to his or her service on the Committee. Service on the Committee shall constitute service as a Director of the Company so that members of the committee shall be entitled to indemnification and reimbursement as Directors of the Company. 2.2 Authority of the Committee. Subject to the express provisions of the --------------------------- Plan, the Committee shall have plenary authority to determine, in its discretion, the employees and directors to whom, and the time or times within which (during the term of the Option) all or a portion 1 of such Options may be exercised. In making such determination, the Committee may take into account the nature of the services rendered or expected to be rendered by the respective employees and directors, their present and potential contributions to the Company's success, the anticipated number of years of effective service remaining and such other factors as the Committee in its discretion shall deem relevant. Subject to the express provisions of the Plan, Section 422A of the Code and any regulations or rulings thereunder, the Committee shall also have plenary authority to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it, to determine the terms and conditions of the respective Options (which terms and conditions need not be the same in each case), to impose restrictions on any shares issued upon the exercise of an Option and to determine the manner in which such restrictions may be removed, and to make all other determinations deemed necessary or advisable in administering the Plan. The Committee may specify in the original terms of any Option, or, if not so specified, shall determine whether any authorized leave of absence or absence on military or governmental service or for any other reason shall constitute a termination of employment for purposes of the Plan. The determination of the Committee on the matters referred to in the Plan shall be conclusive; provided that it shall be the Board of Directors of the Company which shall determine whether un-issued or treasury shares shall be issued upon the exercise of any Option. 2.3 Option Agreement. Each Option shall be evidenced by an option agreement ----------------- which shall contain such terms and conditions as may be approved by the Committee, and the said agreement shall be signed by an officer of the Company and the Optionee. SECTION III SHARES SUBJECT TO THE PLAN -------------------------- An aggregate of 250,000 shares of Common Stock shall be subject to the Plan, subject to adjustment in accordance with Section 8 hereof. Such shares may be either authorized but un-issued shares or shares now or hereafter held in the treasury of the Company. In the event that any Option under the Plan expires unexercised or is terminated, surrendered or cancelled, the shares subject to such Option, or the unexercised portion thereof, shall again become available for Option under the Plan, including to the former holder of such Option, upon such terms as the Committee shall determine in accordance with the Plan and which terms may be more or less favorable than those applicable to such former Option. SECTION IV GRANTING DATE ------------- The action of the Committee with respect to the granting of an Option shall take place on such date as a majority of the members of the Committee at a meeting shall make a determination with respect to the granting of an Option or, in the absence of a meeting, on 2 such date as of which written designation covering such Option shall have been executed by all members of the Committee. The effective date of the grant of an Option (the "Granting Date") shall be the date specified by the Committee in its determination or designation relating to the award of such Option or, in the absence of such a specification, the date on which the action of the Committee relating to the award of such Option took place. However, the Granting Date shall not be later than the termination date of Section 9.2. SECTION V ELIGIBILITY ----------- Options may be granted to key executives (which term shall be deemed to include among others, the president, any vice president, secretary, treasurer or any manager in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy making function, or any other person who performs similar policy making functions for the Company or any of its subsidiaries) and who on the Granting Date are in the employ of the company or one of its then subsidiary corporations, as defined in Section 425 of the Code (the "subsidiaries"). Also, Options may be granted to any Director of the Company or of a subsidiary corporation who is not also such an employee or officer of the Company or of one of its subsidiary corporations on the Granting Date. Subject to adjustment as set forth in Section VIII, the maximum number of shares for which Options may be granted to any individual participant during any calendar year shall be 10,000 shares. SECTION VI TERMS AND CONDITIONS OF OPTIONS ------------------------------- 6.1 Option Price. Subject to the provision of Section 6.5 below, the purchase ------------ price of the Common Stock under each option shall be determined by the Committee as of the Granting Date, but shall not be less than 100% of the fair market value of the stock on the Granting Date. The fair market value of the stock shall be, for purposes of the Plan, determined in accordance with the requirements of Section 422A of the Code. 6.2 Terms. Subject to the provisions of Section 6.5 below, the term of each ----- Option granted under the Plan shall be for a period not exceeding ten years from the Granting Date. Each Option granted under the Plan may be exercised by the Optionee as stated in his or her individual option agreement, but in no event may any option be exercised before one year of continued employment with the Company, or a subsidiary, immediately following the Granting Date. 3 6.3 Restrictions on Transfer and Exercise. ------------------------------------- (a) Except as hereinafter provided, no Option granted pursuant to the Plan may be exercised at any time unless the holder thereof is then an employee or director of the Company or of a subsidiary. Options granted under the Plan shall not be affected by any change of employment so long as the Optionee continues to be an employee or director of the Company or of a subsidiary corporation. (b) The Option of any Optionee whose employment is terminated for any reason, other than for death, disability (as defined in Section 22(e)(3) of the Code) or discharge for cause (as defined in Section 6.3(d) below), shall be exercisable or payable to the extent provided therein, through the earlier of the date which is three months after termination of employment or the date that such Option expires in accordance with its terms, and shall expire thereafter. (c) In the event of the death of an Optionee (1) while an employee of the Company or a subsidiary corporation, or (2) within three months after the termination of employment of the Optionee for other than cause, or in the event of the termination of employment by an Optionee for permanent disability, the Option may be exercised as follows: (i) In the event of the death of an Optionee during employment or the death of the Optionee within three months after the termination of employment for other than cause, each Option granted to such Optionee shall be exercisable or payable to the extent provided therein but not later than one year after his or her death (but not beyond the stated duration of the Option). Any such exercise or payment shall be made only: (1) by or to the executor or administrator of the estate of the deceased Optionee or person or persons to whom the deceased Optionee's rights under the Option shall pass by will or the laws of descent and distribution; and (2) to the extent, if any, that the deceased Optionee was entitled at the date of his or her death. (ii) In the case of an Optionee who becomes disabled, the Option shall be exercisable or payable to the extent provided therein on the earlier of one year after termination of employment or the date that such Option expires in accordance with its terms. During such period, the Option may be exercised by an Optionee who becomes disabled with respect to the same number of shares. in the same manner and to the same extent as if the Optionee had continued employment during such period. (d) Any unexercised Options shall lapse immediately upon termination of employment of the Optionee through discharge for "cause". "Cause" shall mean, in the good faith determination of the Company's Board of Directors, the Optionee's personal dishonesty, incompetence, willful misconduct, breach of 4 fiduciary duty involving personal profit, intentional failure to perform stated duties, or willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order. No act, or failure to act, on the Optionee's part shall be considered "willful" unless he has acted, or failed to act, with an absence of good faith and without a reasonable belief that his action or failure to act was in the best interest of the Company or its subsidiaries. (e) Each Option granted under the Plan shall, by its terms, not be transferable otherwise than by will or the laws of descent and distribution. Notwithstanding the foregoing, or any other provision of this Plan, an Optionee who holds Options may transfer such Options (but not ISOs) to his or her spouse, lineal ascendants, lineal descendants, or to a duly established trust for the benefit of one or more of these individuals. Options so transferred may thereafter be transferred only to the Optionee who originally received the grant or to an individual or trust to whom the Optionee could have initially transferred the Options pursuant to this Section 6.3(e). Options which are transferred pursuant to this Section 6.3(e) shall be exercisable by the transferee according to the same terms and conditions as applied to the Optionee. (f) For the purposes of this Section, Options granted to directors may be exercised at any time prior to the expiration date of the Option. In the event of the death of the director, Options may be exercised at any time prior to the expiration date of the option. Any such exercise or payment shall be made only: (A) by or to the executor or administrator of the estate of the deceased Director or person or persons to whom the deceased Director's rights under the Option shall pass by will or the laws of descent and distribution; and (B) to the extent, if any, that the deceased Director was entitled at the date of his or her death. 6.4 Manner of Exercise. An Option shall be exercised by giving a written ------------------- notice to the President of the Company stating the number of shares of stock with respect to which the Option is being exercised and containing such other information as the President may request and by tendering payment therefore with a cashier's check, certified check, or with existing holdings of Common Stock held for more than six months. 6.5 Limitations on Options. ---------------------- (a) In the case of Options intended to qualify as ISO's, notwithstanding the provision of Sections 6.1 and 6.2 above, if an Optionee, at the time of Option is granted, owns (as defined in Section 424(d) of the Code) Common Stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, any subsidiary thereof or of the Company's parent (if any), the option price for such Option shall be at least 110% of the fair market value of the stock subject to such Option, and such Option by its term shall not be exercisable after the expiration of five years from the date such Option is granted. (b) In the case of Options intended to qualify as ISOs, if the aggregate fair market value (determined as of the time the Option is granted) with respect to which Options are exercisable for the first time by Employee during any calendar year 5 (under this Plan or any other plan of the Company and its parent and subsidiary corporations) exceeds $100,000, such Options in excess of $100,000 shall be treated as Options which are not Incentive Stock Options as defined in Section 422A of the Code. (c) For the purposes of this Section, parts (a) and (b) shall not apply to options granted to non-employee Directors. SECTION VII STOCKHOLDER AND EMPLOYMENT RIGHTS --------------------------------- A holder of an Option shall have none of the rights of a stockholder with respect to any of the shares subject to Option until such shares shall be issued upon the exercise of the Option. Nothing in the Plan or in any Option granted pursuant to the Plan shall, in the absence of an express provision to the contrary, confer on any individual any right to be or to continue in the employ of the Company or any of its subsidiaries or shall interfere in any way with the right to the Company or any of its subsidiaries to terminate the employment of any individual at any time. SECTION VIII ADJUSTMENTS TO COMMON STOCK --------------------------- The aggregate number of shares of Common Stock of the Company on which Options may be granted hereunder, the number of shares thereof covered by each outstanding Option, the maximum number of shares for which Options may be granted to any individual during any calendar year and the price per share thereof in each such Option will all be appropriately adjusted for any increase or decrease in the number of shares of stock of the Company resulting from a subdivision or consolidation of shares whether through reorganization, recapitalization, stock split-up or combination of shares, or the payment of a stock dividend or other increase or decrease in such shares effected without receipt of consideration by the Company. No fractional shares of stock shall be issued upon exercise of an Option by reason of a stock dividend or otherwise, and the grantee holding such Option shall not be entitled to exercise it with respect to such fractional share. Subject to any required action by the stockholders, if the Company shall be the surviving corporation in any merger or consolidation, any Option granted hereunder shall pertain to and apply to the securities to which a holder of the number of shares of stock subject to the Option would have been entitled. Upon a dissolution of the Company, a merger or consolidation in which the Company is not the surviving corporation, or sale or disposition of all or substantially all of the Company's assets (any of the foregoing to be referred to herein as a "Transaction"), every Option outstanding hereunder together with the exercise price thereof shall be equitably 6 adjusted for any changes or exchange of Common Stock for a different number of kind of shares or other securities which results from the Transaction. SECTION IX EFFECTIVE DATE AND TERMINATION EFFECTIVE DATE --------------------------------------------- 9.1 Effective Date. The Plan shall become operative and in effect on the --------------- date the Plan is approved by a vote of a majority of all members of the Board of Directors provided, however. that the Plan shall be submitted to the stockholders of the Company for approval within twelve months of the date of adoption of the Plan, and if such approval shall not be obtained within that period by a vote of the holders of a majority of the total outstanding capital stock of the Company entitled to vote, voting as a single class, the Plan shall be null and void and all Options, if any, granted thereunder shall automatically be cancelled. 9.2 Termination Effective Date. The Plan shall remain in effect until and ---------------------------- shall terminate within 10 years from the date the Plan is adopted or the Plan was approved by the shareholders, whichever is earlier, but it may be terminated at an earlier date by action of the Board of Directors. Except as provided in paragraph 9.1 above, termination of this Plan shall not affect the rights of grantees under Options theretofore granted to purchase stock under the Plan, and, all such Options shall continue in force and operation after termination of the Plan. except as provided in subparagraph A above and except as may be terminated through death or other termination of employment in accordance with the terms of the Plan. SECTION X AMENDMENTS ---------- The Board of Directors shall have complete power and authority to amend the Plan, provided, however, that except as expressly permitted in the Plan, the Board of Directors shall not, without the affirmative vote of the holders of a majority of the voting stock of the Company, make any amendment which would (a) abolish the Committee without designating such other committee, change the qualifications of its members, or withdraw the administration of the Plan from its supervision, (b) increase the maximum number of shares for which options may be granted under the Plan, (c) amend the formula for determination of the purchase price of shares on which options may be granted, (d) extend the terms of the Plan or (e) amend the requirements as to the employees eligible to receive Options. 7 SECTION XI GOVERNMENT AND OTHER REGULATIONS -------------------------------- The obligation of the Company to sell or deliver shares under Options granted pursuant to the Plan shall be subject to all applicable laws, rules and regulations, and to such approvals by and registrations with any governmental agencies as may be required. SECTION XII LOAN AGREEMENTS --------------- Each Option shall be subject to the condition that the Company shall not be obliged to issue or transfer any of its stock to a holder of an Option, in the exercise thereof, if at any time the Committee or the Board of Directors shall determine that the issuance or transfer of such stock would be in violation of any covenant in any of the Company's loan agreements or other contracts. The Company hereby agrees to the provisions of this Plan, and in Witness Thereof, the Company causes this Agreement to be executed on this ________day of ____________, 2000. PVF CAPITAL CORP By: ______________________ President ATTEST: ----------------------- Secretary 8 EX-99.2 5 0005.txt STOCK OPTION AGREEMENT UNDER PVF CAPITAL CORP. 2000 INCENTIVE STOCK OPTION PLAN This Stock Option Agreement made as of the ______ day of ____________, 2000 ("Grant Date"), between PVF Capital Corp. (the "Company"), and ____________ ("Employee"/"Director"), an employee/a director of the Company or one of its subsidiaries. WITNESSETH: WHEREAS, on the _______ day of ____________, 2000, the shareholders duly approved PVF Capital Corp. 2000 Incentive Stock Option Plan (the "Plan") which was also approved by the Board of Directors of the Company, a true and correct copy of which has been delivered by the Company to Employee/Director and receipt of which is hereby acknowledged by Employee/Director; and WHEREAS, the purpose of the Plan is to promote the interests of the Company and its stockholders by providing a method whereby Employees who are key executives or directors of the Company or its subsidiaries and who are materially responsible for the management of the business of the Company may be encouraged to invest in the Company's Common Stock, thereby increasing their proprietary interest in its business, providing them with additional incentive to remain in the employ of the Company and increasing their personal interest in its continued success and progress. The Plan seeks to accomplish this purpose by granting to these Employees and Directors options ("Options") to purchase the Common Stock of the Company. It is intended that Options issued hereunder will constitute Incentive Stock Options within the meaning of Section 422A of the Internal Revenue Code of 1986, as amended from time to time (the "Code"). Directors are not eligible for Incentive Stock Options and therefore are granted nonqualified stock options. NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, it is agreed as follows: 1. Grant. Company hereby irrevocably grants Employee/Director the Option to ----- purchase all or any part of an aggregate of ____________ shares of Common Stock, $.01 par value, upon the terms and conditions of this Agreement. 2. Price. The purchase price for each share purchased hereunder shall be ----- $_______ (except as may be adjusted under the provisions of paragraph seven herein), which price is not less than the fair market value of such stock. However, in the case of, an Employee who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company on the date the Option is granted, the price shall not be less than 110% of the fair market value of such stock. 3. Term. This Option granted to the Employee/Director shall terminate within ---- 10 years from the Grant Date or upon such earlier termination as hereinafter provided. In the case of an Employee who owns stock possessing more than 10% of the combined voting power of all classes of stock of the Company on the date the Option is granted, such Option shall terminate within five years from the date of grant. 4. Exercise of Option. ------------------- (a) The Option may be exercised by Employee only as follows: Date Option Becomes Cumulative Number of Shares of Common Exercisable Stock As to Which Option is Exercisable ------------------- --------------------------------------- ______________, 2000 20% ______________, 2001 40% ______________, 2002 60% ______________, 2003 80% ______________, 2004 100% If the Employee's employment with the Company or any of its subsidiaries is terminated by reason of death, retirement (at age 60 or later), disability or "change in control" of the Company, all non-vested Options shall become fully vested upon the occurrence of such termination of employment and exercisable by the Employee or the Employee's estate in accordance with the Plan. "Change in Control" shall mean any one of the following events: (i) the acquisition of ownership, holding or power to vote more than 25 % of the Company's voting stock, (ii) the acquisition of the ability to control the election of a majority of the Company's directors, (iii) the acquisition of a controlling influence over the management or policies of the Company by any person or by persons acting as a "group" (within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended), or (iv) during any period of two consecutive years, individuals (the "Continuing Directors") who at the beginning of such period constitute the Board of Directors of the Company (the "Existing Board") cease for any reason to constitute at least two-thirds thereof, provided that any individual whose election or nomination for election as a member of the Existing Board was approved by a vote of at least two-thirds of the Continuing Directors then in office shall be considered a Continuing Director. For purposes of this paragraph only, the term "person" refers to an individual or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or any other form of entity not specifically listed herein. The decision of the Company's non-employee directors as to whether or not a Change in Control has occurred shall be conclusive and binding. (b) An Option shall be exercised by giving a written notice to the President of the Company stating the number of shares of Common Stock with respect to which the Option is being exercised and containing such other information as may be requested and by tendering payment therefore with a cashier's check, certified check, or with existing holdings of Company stock held for at least six months. (c) If the aggregate fair market value of stock with respect to which the Options are exercisable for the first time by Employee during any calendar year exceeds $100,000, such Options in excess of $100,000 shall be treated as Options which are not Incentive Stock Options. The fair market value of any stock shall be determined as of the time the Option is granted. (d) Options issued to non-employee Directors may be exercised immediately in accordance with paragraph (c) of this Section 4. 5. Restrictions on Transfer and Exercise. ------------------------------------- (a) Except as hereinafter provided, no Option granted pursuant to the Plan may be exercised at any time unless the holder thereof is then an Employee or Director of the Company. Options granted under the Plan shall not be affected by any change of employment so long as the grantee continues to be an Employee or Director of the Company or of a subsidiary. (b) The Option of Employee whose employment is terminated for any reason, other than for death, disability (as defined in Section 22(e)(3) of the Code) or discharge for cause, shall be exercisable or payable to the extent provided therein, through the earlier of the date which is three months after termination of employment or the date that such Option expires in accordance with its terms, and shall expire thereafter. (c) In the event of the death of Employee while an employee of the Company, or within three months after the termination of employment of Employee for other than cause, or in the event of the termination of employment of Employee for permanent disability, the Option may be exercised as follows: i) In the event of the death of Employee during employment or the death of the Employee within three months after the termination of employment for other than cause, each Option granted to Employee shall be exercisable or payable to the extent provided therein but not later than one year after his or her death (and not beyond the stated duration of the Option). Any such exercise or payment shall be made only: (A) by or to the executor or administrator of the estate of the deceased Employee or person or persons to whom the deceased Employee's rights under the Option shall pass by will or the laws of descent and distribution; and (B) to the extent, if any, that the deceased Employee was entitled at the date of his or her death. (ii) In the case of Employee becoming disabled, the Option shall terminate on the earlier of one year after termination of employment or the date that such Option expires in accordance with its terms. During such period, the Option may be exercised by Employee with respect to the same number of shares, in the same manner and to the same extent as if Employee had continued employment during such period. (d) Any unexercised Option shall lapse immediately upon termination of employment of Employee through discharge for "cause". "Cause" shall mean, in the good faith determination of the Company's Board of Directors, the Optionee's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, or willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order. No act, or failure to act, on the Optionee's part shall be considered "willful" unless he has acted, or failed to act, with an absence of good faith and without a reasonable belief that his action or failure to act was in the best interest of the Company or its subsidiaries. (e) Each Option granted under the Plan shall, by its terms, not be transferable otherwise than by will or the laws of descent and distribution. Notwithstanding the foregoing, or any other provision of this Plan, an Optionee who holds Options may transfer such Options (but not ISOs) to his or her spouse, lineal ascendants, lineal descendants, or to a duly established trust for the benefit of one or more of these individuals. Options so transferred may thereafter be transferred only to the Optionee who originally received the grant or to an individual or trust to who the Optionee could have initially transferred the Options pursuant to this Section 6.3(e) shall be exercisable by the transferee according to the same terms and conditions as applied to the Optionee. (f) In order to qualify for favorable tax treatment as an Incentive Stock Option, Employee may not dispose of stock acquired under this Agreement within 2 years from the date of the granting of the Option nor within I year after the date of exercise. (g) Options granted to directors may be exercised at any time prior to the expiration date of said option grant. In the event of the death of the director, options may be exercised at any time prior to the expiration date of the option. Any such exercise or payment shall be made only: (A) by or to the executor or administrator of the estate of the deceased Director or person or persons to whom the deceased Director's rights under the Option shall pass by will or the laws of descent and distribution; and (B) to the extent, if any, that the deceased Director was entitled at the date of his or her death. 6. Stockholder and Employment Rights. A holder of an Option shall have none of --------------------------------- the rights of a stockholder with respect to any of the shares subject to Option until such shares shall be issued upon the exercise of the Option. Nothing in the Option granted herein shall confer on Employee any right to be or to continue in the employ of the Company or any of its subsidiaries or shall interfere in any way with the right of the Company or any of its subsidiaries to terminate the employment of Employee at any time. 7. Adjustments to Common Stock. The aggregate number of shares of Common Stock --------------------------- of the Company on which Options may be granted hereunder, the number of shares thereof covered by each outstanding Option and the price per share thereof in each such Option will all be appropriately adjusted for any increase or decrease in the number of shares of Common Stock of the Company resulting from a subdivision or consolidation of shares whether through reorganization, recapitalization, stock split-up or combination of shares, or the payment of a stock dividend or other increase or decrease in such shares effected without receipt of consideration by the Company. No fractional share of stock shall be issued upon the exercise of an Option, and in case a fractional share shall become subject to an Option by reason of a stock dividend or otherwise, Employee holding such Option shall not be entitled to exercise it with respect to such fractional share. Subject to any required action by the stockholders, if the Company shall be the surviving corporation in any merger or consolidation, any Option granted hereunder shall pertain to and apply to the securities to which a holder of the number of shares of Common Stock subject to the Option would have been entitled. Upon a dissolution of the Company, a merger or consolidation in which the Company is not the surviving corporation, or sale or disposition of all or substantially all of the Company's assets (any of the foregoing to be referred to herein as a "Transaction"), every Option outstanding hereunder together with the exercise price thereof shall be equitably adjusted for any changes or exchange of Common Stock for a different number or kind of shares or other securities which results from the Transaction, provided, however, that in the event of a Transaction, then during the period thirty days prior to the effective date of such event, Employee shall have a right to exercise the Option, in whole or in part. 8. Government and Other Regulations. The obligation of the Company to sell or -------------------------------- deliver shares under Options granted pursuant to the Plan shall be subject to all applicable laws, rules and regulations, and to such approvals by the registrations with any governmental agencies as may be required. 9. Loan Agreements. Each Option shall be subject to the condition that the ---------------- Company shall not be obliged to issue or transfer any of its Common Stock to a holder of a stock option, in the exercise thereof, if at any time the Committee of the Board of Directors shall determine that the issuance or transfer of such Common Stock would be in violation of any covenant in any of the Company's loan agreements or other contracts. 10. Governing Law. Ohio law shall govern the interpretation, application and ------------- enforcement of this Agreement and any documents executed pursuant thereto. 11. Entire Agreement Waiver and Modification. This Agreement constitutes the ----------------------------------------- entire agreement between the parties and any prior understanding or representation of any kind antedating this Agreement shall not be binding upon either party except to the extent incorporated herein. No consent, waiver, modification or amendment hereof, or additional obligation assumed by either party in connection herewith, shall be binding unless evidenced by a writing signed by both parties and referring specifically hereto. No consent, waiver, modification or amendment with respect hereto shall be construed as applicable to any past or future events other than the one in respect to which it was specifically made. 12. Ambiguity; Severability; Captions. This Agreement has been examined by the ---------------------------------- parties hereto. And accordingly the rule of construction that ambiguities be construed against a party which causes a document to be drafted shall not be applicable in the construction or interpretation hereof. If any part of this Agreement is held invalid for any reason, the remainder hereof shall nevertheless remain in full force and effect. EMPLOYEE/DIRECTOR PVF CAPITAL CORP. ______________________________ By: ________________________ President -----END PRIVACY-ENHANCED MESSAGE-----