-----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, O48qsXFtyAg6muxvifrw8GL4D1Euc3CGuGXwiDP6dVvX0xuopBc3HjVV4LhnQZgB 34VnEymKVHcGAAAcue/SJg== 0000909654-09-000281.txt : 20090303 0000909654-09-000281.hdr.sgml : 20090303 20090303161451 ACCESSION NUMBER: 0000909654-09-000281 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20090303 DATE AS OF CHANGE: 20090303 EFFECTIVENESS DATE: 20090303 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PVF CAPITAL CORP CENTRAL INDEX KEY: 0000928592 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 341659805 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157659 FILM NUMBER: 09651822 BUSINESS ADDRESS: STREET 1: 30000 AURORA ROAD CITY: SOLON STATE: OH ZIP: 44139 BUSINESS PHONE: 4402487171 MAIL ADDRESS: STREET 1: 30000 AURORA ROAD CITY: SOLON STATE: OH ZIP: 44139 S-8 1 pvfs8feb18-09.txt 1 As filed with the Securities and Exchange Commission on March 3, 2009 Registration No. ___________ UNITED STATES 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 (IRS Employer Identification No.) incorporation or organization) 30000 AURORA ROAD, SOLON, OHIO 44139 ------------------------------ ----- (Address of Principal Executive Offices) Zip Code PVF CAPITAL CORP. 2008 EQUITY INCENTIVE PLAN -------------------------- (Full Title of the Plan) COPIES TO: JOHN R. MALE JOEL E. RAPPOPORT CHIEF EXECUTIVE OFFICER KILPATRICK STOCKTON LLP PVF CAPITAL CORP. 607 14TH STREET, NW, SUITE 900 30000 AURORA ROAD WASHINGTON, D.C. 20005 SOLON, OHIO 44139 (202) 508-5800 (Name and address of agent for service) (440) 248-7171 --------------- Telephone number, including area code, of agent for service Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check One): Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company |X| (Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE ====================================================================================================================== Amount Proposed maximum Proposed maximum Amount of Title of securities to be to be offering price per aggregate offering registration registered registered(1) share price(3) fee - ---------------------------------------------------------------------------------------------------------------------- Common Stock $.01 par Value 650,000 (2) $2.59 $1,683,500 $67 ======================================================================================================================
(1) Together with an indeterminate number of additional shares which may be necessary to adjust the number of shares reserved for issuance pursuant to the PVF Capital Corp. 2008 Equity Incentive Plan (the "Plan") as the result of a stock split, stock dividend or similar adjustment to the outstanding common stock of PVF Capital Corp. (the "Common Stock") pursuant to 17 C.F.R. ss.230.416(a). (2) Represents the shares which may be issued: (i) upon the exercise of options to purchase shares of the Common Stock, or (ii) the distribution of shares of Common Stock upon the vesting of stock awards or performance awards. (3) Estimated solely for the purpose of calculating the registration fee. Represents the closing price for the common stock as reported on March 2, 2009 in accordance with 17 CFR Section 230.457(c) and 230.457(h). THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND 17 C.F.R. SS.230.462 2 PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS ITEMS 1 AND 2. The documents containing the information for the PVF Capital Corp. 2008 Equity Incentive Plan (the "Plan") specified by Part I of this Registration Statement will be sent or given to the participants in the Plan as specified by Rule 428(b)(1). Such documents need not be filed with the Securities and Exchange Commission (the "SEC") either as a part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 in reliance on Rule 428. Such documents and the information incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus for the Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed or to be filed by PVF Capital Corp. (the "Registrant" or the "Corporation") with the SEC are incorporated by reference in this Registration Statement: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2008 filed with the SEC on September 15, 2008 (File No. 000-24948). (b) The Registrant's Quarterly Report on Form 10-Q (File No. 000-24948) for the quarterly period ended September 30, 2008 and filed with the SEC on November 10, 2008. (c) The description of the Registrant's common stock contained in Registrant's Form 8-A as filed with the SEC and declared effective on October 31, 1994 (File No. 000-24948). (d) The Registrant's Current Reports on Form 8-K or 8-K/A filed on December 31, 2008, December 8, 2008, December 2, 2008 and November 12, 2008 (other than items submitted under 2.02, 7.01 and 9.01 of Form 8-K or 8-K/A). (e) All documents filed by the Registrant and the Plan, where applicable, pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date hereof and 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 (in each case other than those portions furnished under items 2.02, 7.01 and 9.01 of Form 8-K or 8-K/A). [TO BE UPDATED PRIOR TO FILING.] ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, OR IN A DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE DEEMED TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION STATEMENT TO THE EXTENT THAT A STATEMENT CONTAINED HEREIN, OR IN ANY OTHER SUBSEQUENTLY FILED DOCUMENT WHICH ALSO IS INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO MODIFIED OR SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED, TO CONSTITUTE A PART OF THIS REGISTRATION STATEMENT. ITEM 4. DESCRIPTION OF SECURITIES Not applicable, as the Registrant's Common Stock is registered under Section 12 of the Securities Exchange Act of 1934, as amended. 2 3 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL None. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Division (E) of Section 1701.13 of the Ohio Revised Code governs indemnification by an Ohio corporation, such as PVF Capital Corp., and provides as follows: (E)(1) A corporation may indemnify or agree to indemnify 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, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a 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, if he 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. (2) A corporation may indemnify or agree to indemnify 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, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a 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. (3) To the extent that a director, trustee, officer, employee, member, manager, or agent has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in division (E)(1) or (2) of this section, or in defense of any claim, issue, or matter therein, he shall 3 4 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 division (E)(1) or (2) of this section, 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, member, manager, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in division (E)(1) or (2) of this section. Such determination shall be made as follows: (a) By a majority vote of a quorum consisting of directors of the indemnifying corporation who were not and are not parties to or threatened with the action, suit, or proceeding referred to in division (E)(1) or (2) of this section; (b) If the quorum described in division (E)(4)(a) of this section is not obtainable or if a majority vote of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the corporation or any person to be indemnified within the past five years; (c) By the shareholders; (d) By the court of common pleas or the court in which the action, suit, or proceeding referred to in division (E)(1) or (2) of this section was brought. Any determination made by the disinterested directors under division (E)(4)(a) or by independent legal counsel under division (E)(4)(b) of this section shall be promptly communicated to the person who threatened or brought the action or suit by or in the right of the corporation under division (E)(2) of this section, and, within ten days after receipt of such notification, such person shall have the right to petition the court of common pleas or the court in which such action or suit was brought to review the reasonableness of such determination. (5)(a) Unless at the time of a director's act or omission that is the subject of an action, suit, or proceeding referred to in division (E)(1) or (2) of this section, the articles or the regulations of a corporation state, by specific reference to this division, that the provisions of this division do not apply to the corporation and unless the only liability asserted against a director in an action, suit, or proceeding referred to in division (E)(1) or (2) of this section is pursuant to section 1701.95 of the Revised Code, expenses, including attorney's fees, incurred by a director in defending the action, suit or proceeding shall be paid by the corporation as they are incurred, in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the director in which he agrees to do both of the following: (i) Repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the corporation or undertaken with reckless disregard for the best interests of the corporation; (ii) Reasonably cooperate with the corporation concerning the action, suit, or proceeding. (b) Expenses, including attorney's fees, incurred by a director, trustee, officer, employee, member, manager, or agent in defending any action, suit, or proceeding referred to in division (E)(1) or (2) of this section, may 4 5 be paid by the corporation as they are incurred, in advance of the final disposition of the action, suit, or proceeding, as authorized by the directors in the specific case, upon receipt of an undertaking by or on behalf of the director, trustee, officer, employee, member, manager, or agent to repay such amount, if it ultimately is determined that he is not entitled to be indemnified by the corporation. (6) The indemnification authorized by this section shall not be exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification under the articles, the regulations, any agreement, a vote of shareholders or disinterested directors, or otherwise, both as to action in their official capacities and as to action in another capacity while holding their offices or positions, and shall continue as to a person who has ceased to be a director, trustee, officer, employee, member, manager, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person. (7) A corporation may purchase and maintain insurance or furnish similar protection, including, but not limited to, trust funds, letters of credit, or self-insurance, on behalf of or for any person who 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, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under this section. Insurance may be purchased from or maintained with a person in which the corporation has a financial interest. (8) The authority of a corporation to indemnify persons pursuant to division (E)(1) or (2) of this section does not limit the payment of expenses as they are incurred, indemnification, insurance, or other protection that may be provided pursuant to divisions (E)(5), (6), and (7) of this section. Divisions (E)(1) and (2) of this section do not create any obligation to repay or return payments made by the corporation pursuant to division (E)(5), (6) or (7). (9) As used in division (E) of this section, "corporation" includes all constituent entities in a consolidation or merger and the new or surviving corporation, so that any person who is or was a director, officer, employee, trustee, member, manager, or agent of such a constituent entity, or is or was serving at the request of such constituent entity as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, shall stand in the same position under this section with respect to the new or surviving corporation as he would if he had served the new or surviving corporation in the same capacity. In addition, the Registrant has purchased insurance coverage which insures directors and officers against certain liabilities which might be incurred by them in such capacities. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED None. ITEM 8. EXHIBITS The following exhibits are filed with or incorporated by reference into this registration statement on Form S-8 (numbering corresponds generally to the Exhibit Table in Item 601 of Regulation S-K). 5 6 List of Exhibits (filed herewith unless otherwise noted): 5.0 Opinion of Kilpatrick Stockton LLP as to the legality of the Common Stock to be issued 10.0 PVF Capital Corp. 2008 Equity Incentive Plan(1) 10.1 Form of Equity Award Agreements 23.1 Consent of Kilpatrick Stockton LLP (contained in the Opinion included in Exhibit 5) 23.2 Consent of Crowe Horwath LLP 24 Power of Attorney (contained on the signature pages). --------------------------- (1) Incorporated by Reference to the Registrant's Form DEF14A filed with the SEC on October 17, 2008. 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 aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the 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 Securities and Exchange 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; and (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 (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference into this 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 which remain unsold at the termination of the offering; 6 7 (4) That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities, in a primary offering of securities of the Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant; (iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser; and (5) 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 section 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. (c)-(g) Not applicable. (h) 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 SEC, such indemnification is against public policy as expressed in such Act 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 of whether such indemnification by it is against public policy as expressed in such Act and will be governed by the final adjudication of such issue. 7 8 SIGNATURES THE REGISTRANT Pursuant to the requirements of the Securities Act of 1933, PVF Capital Corp. 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 Solon, Ohio on March 3, 2009. PVF CAPITAL CORP. By: /s/ John R. Male ------------------------------- John R. Male Chief Executive Officer (Principal executive officer) KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below (other than Mr. Male) constitutes and appoints John R. Male, as the true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to sign any or all amendments to the Form S-8 registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and things requisite and necessary to be done as fully, and to all intents and purposes, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute, may lawfully do or cause to be done by virtue hereof. 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.
Name Title Date ---- ------ ---- /s/ Mark Grossi Chairman of the Board March 3, 2009 - ------------------------------------ Mark Grossi /s/ John R. Male - ----------------------------------- Chief Executive Officer John R. Male and Director March 3, 2009 (Principal executive officer) /s/ Edward B. Debevec Treasurer March 3, 2009 - ------------------------------------ (Principal financial and accounting officer) Edward B. Debevec 8 9 /s/ C. Keith Swaney Director March 3, 2009 - ------------------------------------ C. Keith Swaney Director - ------------------------------------ Robert K. Healey /s/ Stanley T. Jaros Director March 3, 2009 - ------------------------------------ Stanley T. Jaros /s/ Stuart D. Neidus Director March 3, 2009 - ------------------------------------ Stuart D. Neidus Director - ------------------------------------ Umberto P. Fedeli /s/ Raymond J. Negrelli Director March 3, 2009 - ------------------------------------ Raymond J. Negrelli Director - ------------------------------------ Ronald D. Holman, II /s/ Steven A. Calabrese Director March 3, 2009 - ------------------------------------ Steven A. Calabrese
9 EX-5.0 2 pvfexb5feb18-09.txt 1 EXHIBIT 5.0 OPINION OF KILPATRICK STOCKTON LLP 2 March 3, 2009 PVF Capital Corp. 30000 Aurora Road Solon, Ohio 44139 RE: PVF CAPITAL CORP. 2008 EQUITY INCENTIVE PLAN Board Members: We have been requested by PVF Capital Corp., an Ohio corporation (the "Company"), to issue our opinion in connection with the registration of shares of the Company's common stock, par value $0.01 per share, under the Securities Act of 1933, as amended (the "Securities Act"). The registration statement on Form S-8 (the "Registration Statement") covers 650,000 shares that may be issued upon (i) the exercise of options to purchase shares of the Common Stock, or (ii) the distribution of shares of Common Stock upon the issuance of stock awards or performance awards. We have made such legal and factual examinations and inquiries as we have deemed advisable for the purpose of rendering this opinion. In our examination, we have assumed but have not verified (i) the genuineness of all signatures; (ii) the authenticity of all documents submitted to us as originals; (iii) the conformity with the originals of all documents supplied to us as copies; and (iv) the accuracy and completeness of all corporate records and documents and of all certificates and statements of fact, in each case given or made available to us by the Company or its subsidiaries. Based on the foregoing, and limited in all respects to Ohio law, it is our opinion that the shares reserved for issuance under the above-referenced Plan are duly authorized and, with respect to, the shares issuable upon the exercise of stock options granted or to be granted, under the Plan, upon payment for such shares, and, with respect to awards of shares under the Plan, upon issuance of such shares, in the manner described in the Plan, the shares will be validly issued, fully paid and nonassessable. We note that, although certain portions of the Registration Statement (the financial statements and schedules) have been included therein (through incorporation by reference) on the authority of "experts" within the meaning of the Securities Act, we are not experts with respect to any portion of the Registration Statement, including, without limitation, the financial statements or schedules or the other financial information or data included therein. We hereby consent to the filing of this opinion as an exhibit to the Company's Registration Statement on Form S-8, and we consent to the use of the name of our firm under the heading "Interests of Named Experts and Counsel" therein. Very truly yours, KILPATRICK STOCKTON LLP /s/ Joel E. Rappoport Joel E. Rappoport, a Partner EX-10.1 3 pvfexb101feb18-09.txt 1 EXHIBIT 10.1 FORM OF EQUITY AWARD AGREEMENTS 2 FORM OF RESTRICTED STOCK AWARD AGREEMENT FOR THE PVF CAPITAL CORP. 2008 EQUITY INCENTIVE PLAN This Award Agreement is provided to _______________ (the "Participant") by PVF Capital Corp. (the "Company") as of ___________ (the "Grant Date"), the date the Compensation Committee of the Board of Directors (the "Committee") awarded the Participant a restricted stock award pursuant to the PVF Capital Corp. 2008 Equity Incentive Plan (the "2008 Plan"), subject to the terms and conditions of the 2008 Plan and this Award Agreement: 1. NUMBER OF SHARES SUBJECT TO YOUR RESTRICTED STOCK AWARD: _________ shares of Common Stock ("Shares"), subject to adjustment as may be necessary pursuant to Article 10 of the 2008 Plan. 2. GRANT DATE: _________ Unless sooner vested in accordance with Section 3 of the Terms and Conditions (attached hereto) or otherwise in the discretion of the Committee, the restrictions imposed under Section 2 of the Terms and Conditions will expire on the following dates and the Shares will be distributed; provided that the Participant is still employed by or in service with the Company or any of its subsidiaries: Percentage of Number of Shares Shares Vesting Vesting Date -------------- ------- ---- IN WITNESS WHEREOF, PVF Capital Corp., acting by and through the Committee, has caused this Award Agreement to be executed as of the Grant Date set forth above. PVF CAPITAL CORP. By: --------------------------------------- On behalf of the Compensation Committee ACCEPTED BY PARTICIPANT: - --------------------------- [Name] - --------------------------- Date 1 3 TERMS AND CONDITIONS 1. GRANT OF SHARES. The Grant Date and number of Shares underlying your Restricted Stock Award are stated on page 1 of this Award Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the 2008 Plan. 2. RESTRICTIONS. The unvested Shares underlying your Restricted Stock Award (the "Restricted Shares") are subject to the following restrictions until they expire or terminate. (a) Restricted Shares may not be sold, transferred, exchanged, ------- assigned, pledged, hypothecated or otherwise encumbered. (b) If your employment or service with the Company or any Affiliate terminates for any reason other than as set forth in paragraph (b) of Section 3 hereof, then you will forfeit all of your rights, title and interest in and to the Restricted Shares as of the date of termination, and the Restricted Shares shall revert to the Company under the terms of the 2008 Plan. (c) Restricted Shares are subject to the vesting schedule set forth on page 1 of this Award Agreement. 3. EXPIRATION AND TERMINATION OF RESTRICTIONS. The restrictions imposed under Section 2 will expire on the earliest to occur of the following (the period prior to such expiration being referred to herein as the "Restricted Period"): (a) If applicable, as to the percentages of the Shares specified in the vesting schedule on page 1 of this Award Agreement, on the respective dates specified in the vesting schedule on page 1; provided you are then still employed by or in the service of the Company or an Affiliate; or (b) Upon termination of your employment by reason of death or Disability; or (c) Upon a Change in Control (as defined in the 2008 Plan). 4. DELIVERY OF SHARES. Once the Shares are vested (see vesting schedule on page 1), the Shares (and accumulated dividends and earnings (if any), unless the Compensation Committee elects to pay out the accumulated dividends and earnings prior to vesting), will be distributed in accordance with your instructions. 5. VOTING AND DIVIDEND RIGHTS. As beneficial owner of the Shares, you have full voting and dividend rights with respect to the Shares during and after the Restricted Period. If you forfeit your rights under this Award Agreement in accordance with Section 2, you will no longer have any rights as a shareholder with respect to the Restricted Shares and you will no longer be entitled to receive dividends on the Shares. 6. CHANGES IN CAPITAL STRUCTURE. Upon the occurrence of a corporate event (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), your award will be adjusted as necessary to preserve the benefits or potential benefits of the award. Without limiting the above, in the event of a subdivision of the outstanding Stock (stock-split), a declaration of a dividend payable in Stock, or a combination or consolidation of the outstanding Stock into a lesser number of Shares, the Shares subject to this Award Agreement will automatically be adjusted proportionately. 7. NO RIGHT OF CONTINUED EMPLOYMENT. Nothing in this Award Agreement will interfere with or limit in any way the right of the Company or any Affiliate to terminate your employment or service at any time, nor confer upon you any right to continue in the employ or service of the Company or any Affiliate. 2 4 8. PAYMENT OF TAXES. You may make an election to be taxed upon your Restricted Stock Award under Section 83(b) of the Code within 30 days of the Grant Date. If you do not make an 83(b) Election, upon vesting ------------------------------------ of the Restricted Stock Award the Committee is entitled to require as a condition of delivery: (i) that you remit an amount sufficient to satisfy any and all federal, state and local (if any) tax withholding requirements and employment taxes (I.E., FICA and FUTA), (ii) that the withholding of such sums come from compensation otherwise due to you or from Shares due to you under the 2008 Plan, or (iii) any combination of the foregoing. Any withholding shall comply with Rule 16b-3 or any amendments or successive rules. OUTSIDE DIRECTORS OF THE COMPANY ARE SELF-EMPLOYED AND NOT SUBJECT TO TAX WITHHOLDING. 9. PLAN CONTROLS. The terms contained in the 2008 Plan are incorporated into and made a part of this Award Agreement and this Award Agreement shall be governed by and construed in accordance with the 2008 Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan will control. 10. SEVERABILITY. If any one or more of the provisions contained in this Agreement is deemed to be invalid, illegal or unenforceable, the other provisions of this Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included in this Agreement. 11. NOTICE. Notices and communications under this Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to: PVF Capital Corp. 30000 Aurora Road Solon, Ohio 44139 Attn: Compensation Committee of the Board of Directors or any other address designated by the Company in a written notice to you. Notices to you will be directed to your address as then currently on file with the Company, or at any other address that you provide in a written notice to the Company. 12. SUCCESSORS. This Award Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Award Agreement and the 2008 Plan. 13. FORFEITURE. The altering, inflating, and/or inappropriate manipulation of performance/financial results or any other infraction of recognized ethical business standards, will subject you to disciplinary action up to and including termination of employment. In addition, any equity-based compensation, as provided by the 2008 Plan to which you would otherwise be entitled will be revoked. 14. MISCELLANEOUS. All equity-based compensation earned under this Award Agreement will not be treated as compensation for purposes of benefits received under any other Company or Bank tax-qualified or non-tax-qualified plans or arrangements. 3 5 FORM OF PERFORMANCE AWARD AGREEMENT FOR THE PVF CAPITAL CORP. 2008 EQUITY INCENTIVE PLAN This Performance Award Agreement is provided to _______________ (the "Participant") by PVF Capital Corp. (the "Company") as of ___________ (the "Grant Date"), the date the Compensation Committee of the Board of Directors (the "Committee") awarded the Participant a performance award pursuant to the PVF Capital Corp. 2008 Equity Incentive Plan (the "2008 Plan"), subject to the terms and conditions of the 2008 Plan and this Award Agreement: 1. NUMBER OF SHARES SUBJECT TO YOUR PERFORMANCE AWARD: _________ shares of Common Stock ("Shares"), subject to adjustment as may be necessary pursuant to Article 10 of the 2008 Plan. 2. GRANT DATE: _________ Unless sooner vested in accordance with Section 3 of the Terms and Conditions (attached hereto) or otherwise in the discretion of the Committee, the restrictions imposed under Section 2 of the Terms and Conditions will expire upon the satisfaction of the following performance criteria: The Participant will not begin to vest in the Shares granted, unless the performance requirements described below are achieved by the Company. If during the performance measurement period the Company satisfies the performance goals noted below, the award recipient will begin to vest in his or her Performance Award at the rate of, as follows: Vesting Date Vested Percentage Number of Shares ------------ ----------------- ---------------- [INSERT PERFORMANCE GOALS] IN WITNESS WHEREOF, PVF Capital Corp., acting by and through the Committee, has caused this Award Agreement to be executed as of the Grant Date set forth above. PVF CAPITAL CORP. By: --------------------------------------- On behalf of the Compensation Committee ACCEPTED BY PARTICIPANT: - --------------------------- [Name] - --------------------------- Date 1 6 TERMS AND CONDITIONS 1. GRANT OF SHARES. The Grant Date and number of Shares underlying your Performance Award are stated on page 1 of this Award Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the 2008 Plan. 2. RESTRICTIONS. The unvested Shares underlying your Performance Award (the "Restricted Shares") are subject to the following restrictions until they expire or terminate. (a) Restricted Shares may not be sold, transferred, exchanged, ------- assigned, pledged, hypothecated or otherwise encumbered. (b) If your employment or service with the Company or any Affiliate terminates for any reason other than as set forth in paragraph (b) of Section 3 hereof, then you will forfeit all of your rights, title and interest in and to the Restricted Shares as of the date of termination, and the Restricted Shares shall revert to the Company under the terms of the 2008 Plan. (c) Restricted Shares are subject to the vesting schedule and performance criteria set forth on page 1 of this Award Agreement. 3. EXPIRATION AND TERMINATION OF RESTRICTIONS. The restrictions imposed under Section 2 will expire on the earliest to occur of the following (the period prior to such expiration being referred to herein as the "Restricted Period"): (a) Upon satisfaction of the Performance Criteria set forth on page 1, provided you are then still employed by or in the service of the Company or an Affiliate; or (b) Upon termination of your employment by reason of death or Disability; or (c) Upon a Change in Control (as defined in the 2008 Plan). 4. DELIVERY OF SHARES. Once the Shares are vested (see schedule on page 1), the Shares (and accumulated dividends and earnings (if any), unless the Compensation Committee elects to pay out the accumulated dividends and earnings prior to vesting), will be distributed in accordance with your instructions. 5. VOTING AND DIVIDEND RIGHTS. As beneficial owner of the Shares, you have full voting and dividend rights with respect to the Shares during and after the Restricted Period. If you forfeit your rights under this Award Agreement in accordance with Section 2, you will no longer have any rights as a shareholder with respect to the Restricted Shares and you will no longer be entitled to receive dividends on the Shares. 6. CHANGES IN CAPITAL STRUCTURE. Upon the occurrence of a corporate event (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), your award will be adjusted as necessary to preserve the benefits or potential benefits of the award. Without limiting the above, in the event of a subdivision of the outstanding Stock (stock-split), a declaration of a dividend payable in Stock, or a combination or consolidation of the outstanding Stock into a lesser number of Shares, the Shares subject to this Award Agreement will automatically be adjusted proportionately. 7. NO RIGHT OF CONTINUED EMPLOYMENT. Nothing in this Award Agreement will interfere with or limit in any way the right of the Company or any Affiliate to terminate your employment or service at any time, nor confer upon you any right to continue in the employ or service of the Company or any Affiliate. 8. PAYMENT OF TAXES. Upon vesting of the Performance Award the Committee is entitled to require as a condition of delivery: (i) that you remit an amount sufficient to satisfy any and all federal, state and local (if any) tax withholding requirements and employment taxes (I.E., FICA and FUTA), (ii) that the withholding of such sums come from compensation otherwise due to you or from Shares due to you under the 2008 Plan, or (iii) any combination of the foregoing. Any withholding 2 7 shall comply with Rule 16b-3 or any amendments or successive rules. OUTSIDE DIRECTORS OF THE COMPANY ARE SELF-EMPLOYED AND NOT SUBJECT TO TAX WITHHOLDING. 9. PLAN CONTROLS. The terms contained in the 2008 Plan are incorporated into and made a part of this Award Agreement and this Award Agreement shall be governed by and construed in accordance with the 2008 Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan will control. 10. SEVERABILITY. If any one or more of the provisions contained in this Agreement is deemed to be invalid, illegal or unenforceable, the other provisions of this Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included in this Agreement. 11. NOTICE. Notices and communications under this Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to: PVF Capital Corp. 30000 Aurora Road Solon, Ohio 44139 Attn: Compensation Committee of the Board of Directors or any other address designated by the Company in a written notice to you. Notices to you will be directed to your address as then currently on file with the Company, or at any other address that you provide in a written notice to the Company. 12. SUCCESSORS. This Award Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Award Agreement and the 2008 Plan. 13. FORFEITURE. The altering, inflating, and/or inappropriate manipulation of performance/financial results or any other infraction of recognized ethical business standards, will subject you to disciplinary action up to and including termination of employment. In addition, any equity-based compensation, as provided by the 2008 Plan to which you would otherwise be entitled will be revoked. 14. MISCELLANEOUS. All equity-based compensation earned under this Award Agreement will not be treated as compensation for purposes of benefits received under any other Company or Bank tax-qualified or non-tax-qualified plans or arrangements. 3 8 FORM OF NON-STATUTORY STOCK OPTION AWARD AGREEMENT FOR THE PVF CAPITAL CORP. 2008 EQUITY INCENTIVE PLAN This Award Agreement is provided to _______________ (the "Participant") by PVF Capital Corp. (the "Company") as of _________ (the "Grant Date"), the date the Compensation Committee of the Board of Directors (the "Committee") granted the Participant the right and option to purchase Shares pursuant to the PVF Capital Corp. 2008 Equity Incentive Plan (the "2008 Plan"), subject to the terms and conditions of the 2008 Plan and this Award Agreement: 1. OPTION GRANT: You have been granted a NON-STATUTORY STOCK OPTION (referred to in this Agreement as your "Option"). Your Option is NOT intended to qualify as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986, as amended. 2. NUMBER OF SHARES SUBJECT TO YOUR OPTION: ________ shares of Common Stock ("Shares"), subject to adjustment as may be necessary pursuant to Article 10 of the 2008 Plan. 3. GRANT DATE: ________ 4. EXERCISE PRICE: You may purchase Shares covered by your Option at a price of $______ per share. Unless sooner vested in accordance with Section 2 of the Terms and Conditions (attached hereto) or otherwise in the discretion of the Committee, the Options shall vest (become exercisable) in accordance with the following schedule: CONTINUOUS STATUS AS A PARTICIPANT PERCENTAGE OF NUMBER OF SHARES AFTER GRANT DATE OPTION VESTED AVAILABLE FOR EXERCISE VESTING DATE - ---------------- ------------- ---------------------- ------------- IN WITNESS WHEREOF, PVF Capital Corp., acting by and through the Committee, has caused this Award Agreement to be executed as of the Grant Date set forth above. PVF CAPITAL CORP. By: --------------------------------------- On behalf of the Compensation Committee ACCEPTED BY PARTICIPANT: - -------------------------- [Name] - -------------------------- Date 1 9 TERMS AND CONDITIONS 1. GRANT OF OPTION. The Grant Date, Exercise Price and number of Shares subject to your Option are stated on page 1 of this Award Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the 2008 Plan. 2. VESTING OF OPTIONS. The Option shall vest (become exercisable) in accordance with the vesting schedule shown on page 1 of this Award Agreement. Notwithstanding the vesting schedule on page 1, the Option will also vest and become exercisable: (a) Upon your death or Disability during your Continuous Status as a Participant; or (b) Upon a Change in Control (as defined in the 2008 Plan). 3. TERM OF OPTIONS AND LIMITATIONS ON RIGHT TO EXERCISE. The term of the Option will be for a period of ten (10) years, expiring at 5:00 p.m., Eastern Time, on the tenth anniversary of the Grant Date (the "Expiration Date"). To the extent not previously exercised, the vested portion of your Option will lapse prior to the Expiration Date upon the earliest to occur of the following circumstances: (a) Three (3) months after the termination of your Continuous Status as a Participant for any reason other than your death or Disability. (b) Twelve (12) months after termination of your Continuous Status as a Participant by reason of Disability. (c) Twelve (12) months after the date of your death, if you die while employed, or during the three-month period described in subsection (a) above or during the twelve-month period described in subsection (b) above and before the Option would otherwise lapse. Upon your death, your beneficiary (designated pursuant to the terms of the 2008 Plan) may exercise your Option. (d) At the end of the remaining original term of the Option if your employment is involuntarily or constructively terminated within twelve (12) months of a Change in Control. The Committee may, prior to the lapse of your Option under the circumstances described in paragraphs (a), (b), (c) or (d) above, extend the time to exercise your Option as determined by the Committee in writing and subject to federal regulations. If you return to employment with the Company during the designated post-termination exercise period, then you will be restored to the status as a Participant you held prior to such termination, but no vesting credit will be earned for any period you were not in Continuous Status as a Participant. If you or your beneficiary exercises an Option after your termination of service, the Option may be exercised only with respect to the Shares that were otherwise vested on the date of your termination of service. 4. EXERCISE OF OPTION. You may exercise your Option by providing: (a) a written notice of intent to exercise to [NAME] at the address and in the form specified by the Committee from time to time; and (b) payment to the Company in full for the Shares subject to the exercise (unless the exercise is a cashless exercise). Payment for the Shares can be made in cash, Company common stock ("stock swap"), a combination of cash and Company common stock or by means of a cashless exercise (if permitted by the Committee). 5. BENEFICIARY DESIGNATION. You may, in a manner determined by the Committee, designate a beneficiary to exercise your rights under the 2 10 2008 Plan and to receive any distribution with respect to this Option upon your death. A beneficiary, legal guardian, legal representative, or other person claiming any rights under the 2008 Plan is subject to all terms and conditions of this Award Agreement and the 2008 Plan, and to any additional restrictions deemed necessary or appropriate by the Committee. If you have not designated a beneficiary or none survives you, the Option may be exercised by the legal representative of your estate, and payment shall be made to your estate. You may change or revoke a beneficiary designation at any time provided the change or revocation is filed with the Company. 6. WITHHOLDING. The Company or any employer Affiliate has the authority and the right to deduct or withhold, or require you to remit to the Company, an amount sufficient to satisfy federal, state, and local (if any) withholding taxes and employment taxes (I.E., FICA and FUTA). OUTSIDE DIRECTORS OF THE COMPANY ARE SELF-EMPLOYED AND ARE NOT SUBJECT TO TAX WITHHOLDING. 7. LIMITATION OF RIGHTS. This Option does not confer on you or your beneficiary designated pursuant to Paragraph 5 any rights as a shareholder of the Company unless and until the Shares are in fact issued in connection with the exercise of the Option. Nothing in this Award Agreement shall interfere with or limit in any way the right of the Company or any Affiliate to terminate your employment at any time, nor confer upon you any right to continue in the service of the Company or any Affiliate. 8. RESTRICTIONS ON TRANSFER AND PLEDGE. You may not pledge, encumber, or hypothecate your right or interest in this Option to or in favor of any party other than the Company or an Affiliate, and this Option shall not be subject to any lien, obligation, or liability of the Participant to any other party other than the Company or an Affiliate. You may not assign or transfer this Option other than by will or the laws of descent and distribution or pursuant to a domestic relations order that would satisfy Section 414(p)(1)(A) of the Code if such Section applied to an Option under the 2008 Plan; provided, however, that the Committee may (but need not) permit other requested transfers. Only you or any permitted transferee may exercise this Option during your lifetime. 9. PLAN CONTROLS. The terms contained in the 2008 Plan are incorporated into and made a part of this Award Agreement and this Award Agreement shall be governed by and construed in accordance with the 2008 Plan. In the event of any actual or alleged conflict between the provisions of the 2008 Plan and the provisions of this Award Agreement, the provisions of the 2008 Plan will control. 10. SUCCESSORS. This Award Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Award Agreement and the 2008 Plan. 11. SEVERABILITY. If any one or more of the provisions contained in this Award Agreement is invalid, illegal or unenforceable, the other provisions of this Award Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included in this Award Agreement. 12. NOTICE. Notices and communications under this Award Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to: PVF Capital Corp. 30000 Aurora Road Solon, Ohio 44139 Attn: Compensation Committee of the Board of Directors or any other address designated by the Company in a written notice to the Participant. Notices to you will be directed to your address, as then currently on file with the Company, or to any other address that you provide in a written notice to the Company. 13. STOCK RESERVE. The Company shall at all times during the term of this Agreement reserve and keep available a sufficient number of Shares to satisfy the requirements of this Agreement. 3 11 14. FORFEITURE. The altering, inflating, and/or inappropriate manipulation of performance/financial results or any other infraction of recognized ethical business standards, will subject you to disciplinary action up to and including termination of employment. In addition, any equity-based compensation, as provided by the 2008 Plan to which you would otherwise be entitled will be revoked. 15. MISCELLANEOUS. All equity-based compensation earned under this Award Agreement will not be treated as compensation for purposes of benefits received under any other Company or Bank tax-qualified or non-tax-qualified plans or arrangements. 4 12 FORM OF INCENTIVE STOCK OPTION AWARD AGREEMENT FOR THE PVF CAPITAL CORP. 2008 EQUITY INCENTIVE PLAN This Award Agreement is provided to ________________ (the "Participant") by PVF Capital Corp. (the "Company") as of _________ (the "Grant Date"), the date the Compensation Committee of the Board of Directors (the "Committee") granted the Participant the right and option to purchase Shares pursuant to the PVF Capital Corp. 2008 Equity Incentive Plan (the "2008 Plan"), subject to the terms and conditions of the 2008 Plan and this Award Agreement: 1. OPTION GRANT: You have been granted an INCENTIVE STOCK OPTION (referred to in this Agreement as your "Option"). 2. NUMBER OF SHARES SUBJECT TO YOUR OPTION: ___________ shares of Common Stock ("Shares"), subject to adjustment as may be necessary pursuant to Article 10 of the 2008 Plan. 3. GRANT DATE: ___________ 4. EXERCISE PRICE: You may purchase Shares covered by your Option at a price of $_______ per share. Unless sooner vested in accordance with Section 2 of the Terms and Conditions (attached hereto) or otherwise in the discretion of the Committee, the Options shall vest (become exercisable) in accordance with the following schedule: CONTINUOUS STATUS AS A PARTICIPANT PERCENTAGE OF OPTION NUMBER OF SHARES AFTER GRANT DATE VESTED/NUMBER OF SHARES AVAILABLE FOR EXERCISE VESTING DATE - ---------------- ----------------------- ---------------------- ------------ IN WITNESS WHEREOF, PVF Capital Corp., acting by and through the Committee, has caused this Award Agreement to be executed as of the Grant Date set forth above. PVF CAPITAL CORP. By: --------------------------------------- On behalf of the Compensation Committee ACCEPTED BY PARTICIPANT: - -------------------------- [Name] - -------------------------- Date 1 13 TERMS AND CONDITIONS 1. GRANT OF OPTION. The Grant Date, Exercise Price and number of Shares subject to your Option are stated on page 1 of this Award Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the 2008 Plan. The Company intends this grant to qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended. 2. VESTING OF OPTIONS. The Option shall vest (become exercisable) in accordance with the vesting schedule shown on page 1 of this Award Agreement. Notwithstanding the vesting schedule on page 1, the Option will also vest and become exercisable: (a) Upon your death or Disability during your Continuous Status as a Participant; or (b) Upon a Change in Control (as defined in the 2008 Plan). 3. TERM OF OPTIONS AND LIMITATIONS ON RIGHT TO EXERCISE. The term of the Option will be for a period of ten (10) years, expiring at 5:00 p.m., Eastern Time, on the tenth anniversary of the Grant Date (the "Expiration Date"). To the extent not previously exercised, the vested portion of your Option will lapse prior to the Expiration Date upon the earliest to occur of the following circumstances: (a) Three (3) months after the termination of your Continuous Status as a Participant for any reason other than your death or Disability. (b) Twelve (12) months after termination of your Continuous Status as a Participant by reason of Disability. (c) Twelve (12) months after the date of your death, if you die while employed, or during the three-month period described in subsection (a) above or during the twelve-month period described in subsection (b) above and before the Option would otherwise lapse. Upon your death, your beneficiary (designated pursuant to the terms of the 2008 Plan) may exercise your Option. (d) At the end of the remaining original term of the Option, if your employment is involuntarily or constructively terminated within twelve (12) months of a Change in Control. Options exercised more than three (3) months after your termination date will be treated as Non-Statutory Stock Options for tax purposes. The Committee may, prior to the lapse of your Option under the circumstances described in paragraphs (a), (b), (c) or (d) above, extend the time to exercise your Option as determined by the Committee in writing and subject to federal regulations. If you return to employment with the Company during the designated post-termination exercise period, then you will be restored to the status as a Participant that you held prior to termination, but no vesting credit will be earned for any period you were not in Continuous Status as a Participant. If you or your beneficiary exercises an Option after your termination of service, the Option may be exercised only with respect to the Shares that were otherwise vested on the date of your termination of service. 4. EXERCISE OF OPTION. You may exercise your Option by providing: (a) a written notice of intent to exercise to [NAME] at the address and in the form specified by the Committee from time to time; and (b) payment to the Company in full for the Shares subject to the exercise (unless the exercise is a cashless exercise). Payment for such Shares can be made in cash, Company common stock ("stock swap"), a combination of cash and Company common stock or by means of "cashless exercise" (if permitted by the Committee). 2 14 5. BENEFICIARY DESIGNATION. You may, in the manner determined by the Committee, designate a beneficiary to exercise your rights under the 2008 Plan and to receive any distribution with respect to this Option upon your death. A beneficiary, legal guardian, legal representative, or other person claiming any rights under the 2008 Plan is subject to all terms and conditions of this Award Agreement and the 2008 Plan, and to any additional restrictions deemed necessary or appropriate by the Committee. If you have not designated a beneficiary or none survives you, the Option may be exercised by the legal representative of your estate, and payment will be made to your estate. You may change or revoke a beneficiary designation at any time, provided the change or revocation is filed with the Company. 6. WITHHOLDING. (a) EXERCISE OF INCENTIVE STOCK OPTION: There are no regular federal or state income or employment tax liabilities upon the exercise of an Incentive Stock Option (SEE INCENTIVE STOCK OPTION HOLDING PERIOD), although the excess, if any, of the Fair Market Value of the shares of Common Stock on the date of exercise over the Exercise Price will be treated as income for alternative minimum tax ("AMT") purposes and may subject you to AMT in the year of exercise. PLEASE CHECK WITH YOUR TAX ADVISOR. (b) DISQUALIFYING DISPOSITION: In the event of a disqualifying disposition (described below), you may be required to pay PVF Capital Corp. or its Affiliates (based on the federal and state regulations in place at the time of exercise) an amount sufficient to satisfy all federal, state and local tax withholding. (c) INCENTIVE STOCK OPTION HOLDING PERIOD: In order to receive Incentive Stock Option tax treatment under Section 422 of the Code, you may not dispose of Shares acquired under an Incentive Stock Option Award (i) for two (2) years from the Date of Grant and (ii) for one (1) year after the date you exercise your Incentive Stock Option. YOU MUST NOTIFY THE COMPANY WITHIN TEN (10) DAYS OF AN EARLY DISPOSITION OF COMMON STOCK (I.E., A "DISQUALIFYING DISPOSITION"). 7. LIMITATION OF RIGHTS. This Option does not confer on you or your beneficiary any rights as a shareholder of the Company unless and until Shares are in fact issued in connection with the Option exercise. Nothing in this Award Agreement will interfere with or limit in any way the right of the Company or any Affiliate to terminate your service at any time, nor confer upon you any right to continue in the service of the Company or any Affiliate. 8. STOCK RESERVE. The Company shall, at all times during the term of this Award Agreement, reserve and keep available a sufficient number of Shares to satisfy the requirements of this Award Agreement. 9. RESTRICTIONS ON TRANSFER AND PLEDGE. You may not pledge, encumber, or hypothecate your rights or interests in this Option to or in favor of any party other than the Company or an Affiliate, and the Option shall not be subject to any lien, obligation, or liability of the Participant to any other party other than the Company or an Affiliate. You may not assign or transfer the Option, other than by will or the laws of descent and distribution or pursuant to a domestic relations order that would satisfy Section 414(p)(1)(A) of the Code, if such Section applied to an Option under the 2008 Plan. Only you or a permitted transferee may exercise the Option during your lifetime. 3 15 10. PLAN CONTROLS. The terms contained in the 2008 Plan are incorporated into and made a part of this Award Agreement and this Award Agreement shall be governed by and construed in accordance with the 2008 Plan. In the event of any actual or alleged conflict between the provisions of the 2008 Plan and the provisions of this Award Agreement, the provisions of the 2008 Plan will control. 11. SUCCESSORS. This Award Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Award Agreement and the 2008 Plan. 12. SEVERABILITY. If any one or more of the provisions contained in this Award Agreement is invalid, illegal or unenforceable, the other provisions of this Award Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included in the Award Agreement. 13. NOTICE. Notices and communications under this Award Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to: PVF Capital Corp. 30000 Aurora Road Solon, Ohio 44139 Attn: Compensation Committee of the Board of Directors or any other address designated by the Company in a written notice to the Participant. Notices to you will be directed to your address, then currently on file with the Company, or to any other address that you provide in a written notice to the Company. EX-23.2 4 pvfexb232feb18-09.txt 1 EXHIBIT 23.2 CONSENT OF CROWE HORWATH LLP 2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this registration statement of PVF Capital Corp. on Form S-8 of our reports dated September 15, 2008 on the consolidated financial statements and effectiveness of internal control over financial reporting of PVF Capital Corp., which reports appear in the Annual Report on Form 10-K of PVF Capital Corp. for the year ended June 30, 2008. /s/ Crowe Horwath LLP Crowe Horwath LLP Cleveland, Ohio March 2, 2009 -----END PRIVACY-ENHANCED MESSAGE-----