-----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, G9ubKhQddf5L09vU0Fru8HCF0uMvYV4OWDy9K4q7mmU5ZQUm35PWrqvmoY0uwj9+ 3Kvmk8SLlcxK8mQJNkpjGw== 0000909654-09-000520.txt : 20090526 0000909654-09-000520.hdr.sgml : 20090525 20090526165943 ACCESSION NUMBER: 0000909654-09-000520 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090519 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090526 DATE AS OF CHANGE: 20090526 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24948 FILM NUMBER: 09852397 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 8-K 1 pvfcapital8kmay19.txt 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 19, 2009 PVF Capital Corp. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Ohio 0-24948 34-1659805 - ---------------------------- ---------------------- ------------------- (State or Other Jurisdiction Commission File Number (I.R.S. Employer of Incorporation) Identification No.) 30000 Aurora Road, Solon, Ohio 44139 --------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (440) 248-7171 -------------- Not Applicable ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) 2 ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; ------------------------------------------------------------------ APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF CERTAIN -------------------------------------------------------------------- OFFICERS -------- (e) Effective May 19, 2009, PVF Capital Corp. (the "Company"), Park View Federal Savings Bank (the "Bank") and John R. Male entered into an Amendment to the Amended and Restated Severance Agreement (the "Amendment"), which Amendment amends the parties' Amended and Restated Severance Agreement (the "Severance Agreement"). The Amendment: (1) provides for the automatic renewal of the Severance Agreement for one year beyond the Severance Agreement's then effective expiration date commencing on October 29, 2009 and continuing on each October 29th thereafter until Mr. Male reaches the age of 65; (2) requires a vote of a supermajority of the Boards of Directors of the Company and the Bank followed by a thirty-day period to cure any facts or circumstances constituting "Cause," as defined in the Severance Agreement, before Mr. Male could be terminated for Cause; (3) provides that (i) the amount payable to Mr. Male under the Severance Agreement as a result of involuntary termination other than for Cause within one year following a "Change in Control," as defined in the Severance Agreement or termination for "Good Reason," as defined in the Severance Agreement, shall be no less than the amount he would have been paid under such circumstances had he elected to terminate employment for "Good Reason" as of January 29, 2009, and (ii) the amount of the benefits to be paid to Mr. Male under the Park View Federal Savings Bank Supplemental Executive Retirement Plan, as Amended and Restated (the "SERP") as a result of involuntary termination other than for Cause within one year following a Change in Control or termination for Good Reason shall be no less than the amount he would have been paid under the SERP had he been terminated for Good Reason, as defined in the SERP, as of January 29, 2009, and he fully vested in the SERP as of such date; and (4) revised the Severance Agreement to pay a "gross-up payment" to Mr. Male in the event a payment made to him under the Severance Agreement violates Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). The gross-up payment would be an amount sufficient to pay any additional tax imposed under Section 409A of the Code, after being reduced for all income taxes, employment taxes and any applicable additional excise taxes. Effective May 19, 2009, the Bank and Mr. Male also entered into an amendment to the SERP (the "SERP Amendment"). The SERP Amendment: (1) requires a vote of a supermajority of the Boards of Directors of the Company and the Bank followed by a thirty-day period to cure any facts or circumstances constituting "Cause," as defined in the SERP, before Mr. Male could be terminated for Cause; and (2) revised the SERP to pay a "gross-up payment" to Mr. Male in the event a payment made to him under the SERP violates Section 409A of the Code. The gross-up payment would be an amount sufficient to pay any additional tax imposed under Section 409A of the Code, after being reduced for all income taxes, employment taxes and any applicable additional excise taxes. The foregoing summary of the Amendment and the SERP Amendment is not complete and is qualified in its entirety by reference to the complete text of such documents, which are filed as Exhibits 10.1 and 10.2 to this Form 8-K and which are incorporated herein by reference in their entirety. 3 ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS --------------------------------- (a) Not applicable. (b) Not applicable. (c) Not applicable. (d) The following exhibits are filed herewith: Exhibit 10.1 Amendment to the Amended and Restated Severance Agreement by and between John R. Male, PVF Capital Corp. and Park View Federal Savings Bank 10.2 Amendment to the Park View Federal Savings Bank Supplemental Executive Retirement Plan, as Amended and Restated 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PVF CAPITAL CORP. Dated: May 26, 2009 By: /s/ Jeffrey N. Male -------------------------------- Jeffrey N. Male Vice President and Secretary (Duly Authorized Representative) EX-10.1 2 pvfcapital8k10-1.txt 1 AMENDMENT TO THE AMENDED AND RESTATED SEVERANCE AGREEMENT BY AND BETWEEN JOHN R. MALE, PVF CAPITAL CORP. AND PARK VIEW FEDERAL SAVINGS BANK WHEREAS, John R. Male entered into an amended and restated severance agreement with PVF Capital Corp. (the "Company") and Park View Federal Savings Bank (the "Bank") effective December 30, 2008; and WHEREAS, pursuant to a letter agreement with the Company and the Bank dated January 29, 2009 and a joint resolution of the Boards of Directors of the Company and the Bank dated April 1, 2009, the Bank, the Company and Mr. Male agreed to amend the agreement as follows: FIRST CHANGE Effective May 19, 2009, Paragraph 2 of the Severance Agreement shall be deleted in its entirety and replaced with the following new Paragraph 2: "Commencing on October 29, 2009 and continuing on each October 29th thereafter, this Agreement will renew for one additional year beyond the then effective expiration date of the Agreement. Unless sooner terminated as set forth herein, this Agreement will terminate when the Executive attains age 65." SECOND CHANGE Effective May 19, 2009, Section 6(ii) of the Severance Agreement shall be deleted in its entirety and replaced with the following new Section 6(ii): "(ii) Involuntary termination or voluntary termination for Good Reason, as defined in Section 7, and other than for Cause or pursuant to Sections 4 or 21 of this Agreement." THIRD CHANGE Effective May 19, 2009, Section 3 of the Severance Agreement shall be amended by adding the following new paragraph: "Notwithstanding the foregoing, Termination for Cause requires a vote of a supermajority of the Boards of Directors of the Company and the Bank (collectively the "Boards") following delivery of a written notice to Executive from the Boards that sets forth with specificity the facts or circumstances alleged to constitute Cause, followed by a thirty-day period to cure any facts or circumstances constituting Cause, and an opportunity at the end of such period to appear before the Board with counsel to refute the allegation that Cause exists, to demonstrate the efficacy of the cure, or to address other matters relating to Executive's employment status." FOURTH CHANGE Effective May 19, 2009, Section 6 of the Severance Agreement shall be amended to add the following new Section 6(e): 2 "(e) Notwithstanding anything else set forth in this Section 6, upon the Executive's termination as a result of one of the events specified in Section 6 of this Agreement: (i) the amount to be paid pursuant to Section 6(a) herein shall not be less than the amount that would have been payable under Section 6(a) herein had Executive elected to terminate employment for Good Reason on January 29, 2009, and (ii) the amount to be paid pursuant to Section 6(b) herein under the Park View Federal Savings Bank Supplemental Executive Retirement Plan, as amended and restated in February 2006 (the "SERP"), shall not be less than the amount that would be payable to Executive as of the Retirement Date if his employment terminated for Good Reason and he fully vested in the SERP as of January 29, 2009." FIFTH CHANGE Effective May 19, 2009, the Severance Agreement shall be amended to add the following new Section 22: "SECTION 22 The Company shall pay the Executive an additional amount ("Gross-Up Payment") if a payment made to Executive under this Agreement violates Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). The Gross-Up Payment shall equal an amount sufficient to pay the amount of additional tax imposed under Section 409A, after being reduced for all income taxes (at the highest federal, state and local rates), employment taxes and any applicable additional excise taxes. Notwithstanding the foregoing, Executive agrees to cooperate with the Bank and the Company to take such action necessary to avoid liability for additional tax under Section 409A, including, but not limited to, delaying payment under the Agreement to avoid a violation." IN WITNESS WHEREOF, the Bank, the Company and the Executive have caused this Amendment to be executed on May 19, 2009. PVF CAPITAL CORP. /s/ Stanley T. Jaros ------------------------------------- Stanley T. Jaros Chairman of the Compensation Committee PARK VIEW FEDERAL SAVINGS BANK /s/ Stanley T. Jaros ------------------------------------- Stanley T. Jaros Chairman of the Compensation Committee /s/ John R. Male ------------------------------------- JOHN R. MALE EX-10.2 3 pvfcapital8k10-2.txt 1 AMENDMENT TO THE PARK VIEW FEDERAL SAVINGS BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN, AS AMENDED AND RESTATED WHEREAS, Park View Federal Savings Bank (the "Bank") maintains the Park View Federal Savings Bank Supplemental Executive Retirement Plan (the "SERP") for the benefit of certain named executives of the Bank, including John R. Male; and WHEREAS, pursuant to a letter agreement with PVF Capital Corp. (the "Company") and the Bank dated January 29, 2009 and a joint resolution of the Boards of Directors of the Company and the Bank dated April 1, 2009, the Bank and Mr. Male agreed to amend the SERP as follows: FIRST CHANGE Effective May 19, 2009, Section 6.1 of the SERP shall be amended by adding the following language to the end thereof: "Notwithstanding the foregoing, terminating the Participant's service for Cause requires a vote of a supermajority of the Board of Directors of the Bank following delivery of a written notice to the Participant from the Board that sets forth with specificity the facts or circumstances alleged to constitute cause, followed by a thirty-day period to cure any facts or circumstances constituting Cause, and an opportunity at the end of such period for the Participant to appear before the Board with counsel to refute the allegation that Cause exists, to demonstrate the efficacy of the cure, or to address other matters relating to the Participant's employment status." SECOND CHANGE Effective May 19, 2009, the SERP shall be amended to add the following new Section 10.13: "10.13 409A Gross-Up Payment. The Company shall pay the Participant an additional amount ("Gross-Up Payment") if a payment made to Participant under this Plan violates Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). The Gross-Up Payment shall equal an amount sufficient to pay the amount of additional tax imposed under Section 409A, after being reduced for all income taxes (at the highest federal, state and local rates), employment taxes and any applicable additional excise taxes. Notwithstanding the foregoing, Participant agrees to cooperate with the Bank to take such action necessary to avoid liability for additional tax under Section 409A, including, but not limited to, delaying payment under the Plan to avoid a violation." 2 IN WITNESS WHEREOF, the Bank and the Executive have caused this Amendment to be executed on May 19, 2009. PARK VIEW FEDERAL SAVINGS BANK /s/ Stanley T. Jaros ------------------------------------- Stanley T. Jaros Chairman of the Compensation Committee /s/ John R. Male ------------------------------------- JOHN R. MALE -----END PRIVACY-ENHANCED MESSAGE-----