-----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, TTmWdknr6Xb097DYRGITSBL9zYtihV6M5x16LvBozzYJcPaTp2wMAf7KLwIIobK5 u4kwpSdWGqUKu9VbSzUK/A== 0000928385-96-001368.txt : 19961023 0000928385-96-001368.hdr.sgml : 19961023 ACCESSION NUMBER: 0000928385-96-001368 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19961022 EFFECTIVENESS DATE: 19961022 SROS: NASD 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: 333-14601 FILM NUMBER: 96646230 BUSINESS ADDRESS: STREET 1: 2618 N MORELAND BLVD CITY: CLEVELAND HEIGHTS STATE: OH ZIP: 44120 BUSINESS PHONE: 2164396790 MAIL ADDRESS: STREET 1: 25350 ROCKSIDE ROAD CITY: BEDFORD HEIGHTS STATE: OH ZIP: 44146 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on October 22, 1996 Registration No. 333-______ - -------------------------------------------------------------------------------- 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.) 2618 N. Moreland Boulevard Cleveland, Ohio 44120 -------------------------------- (Address of Principal Executive Offices) PVF Capital Corp. 1996 Incentive Stock Option Plan ------------------------------------------------- (Full Title of the Plan) J. Mark Poerio, Esquire Joel E. Rappoport, Esquire Kathleen H. Kim, Esquire Housley Kantarian & Bronstein, P.C. 1220 19th Street N.W., Suite 700 Washington, D.C. 20036 ----------------------------------------------------------------- (Name and Address of Agent For Service) (202) 822-9611 ----------------------------------------------------------------- (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
================================================================================ Proposed Proposed Maximum Maximum Title of Offering Aggregate Amount of Securities Amount to be Price Offering Registration to be Registered Registered Per Share Price Fee - -------------------------------------------------------------------------------- Common Stock, $0.01 par value 150,000 (1) $(2) $2,250,000(2) $681.82 ================================================================================
(1) Maximum number of shares issuable under PVF Capital Corp. 1996 Incentive Stock Option Plan, as such amounts may be increased in accordance with said plan in the event of a merger, consolidation, recapitalization or similar event involving the Registrant. (2) Under Rule 457(h), the registration fee may be calculated, inter alia, based ----- ---- upon the price at which the options may be exercised. 150,000 shares are being registered hereby, of which none are under option. The shares which are not presently subject to option (150,000 shares) are being registered based upon the average of the bid and asked price of the common stock of the Registrant as reported on the Nasdaq SmallCap Market on October 21, 1996 of $15.00 per share ($2,250,000 in the aggregate). Therefore, the total amount of the offering being registered herein is $2,250,000. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information* - ------ Item 2. Registrant Information and Employee Plan Annual Information* - ------ *Documents containing the information required by Part I of this Registration Statement will be sent or given to participants in the PVF Capital Corp. 1996 Incentive Stock Option Plan (the "Plan") in accordance with Rule 428(b)(1). In accordance with 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 pursuant to Rule 424, in reliance on Rule 428. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference - ------ PVF Capital Corp. (the "Company") is subject to the informational requirements of the Securities Exchange Act of 1934 (the "1934 Act") and, accordingly, files periodic reports and other information with the Commission. Reports, proxy statements and other information concerning the Company filed with the Commission may be inspected and copies may be obtained (at prescribed rates) at the Commission's Public Reference Section, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission also maintains a Web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission, including the Company. The address for the Commission's Web site is "http://www.sec.gov". The following documents 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, 1996 as filed with the Commission on September 26, 1996 (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. 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. Item 5. Interests of Named Experts and Counsel - ------ Not Applicable. Item 6. Indemnification of Directors and Officers - ------ Indemnification of Directors and Officers and Limitation of Liability. The Bank is required by the 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 judgment 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 interest 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 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) of Section 1701.13 of the Revised Code of Ohio. Item 7. Exemption from Registration Claimed - ------ Not Applicable. Item 8. Exhibits - ------ For a list of all exhibits filed or included as part of this Registration Statement, see "Index to Exhibits" at the end of this Registration Statement. Item 9. Undertakings - ------ 1. The undersigned registrant hereby undertakes: (a) To file, during any period in which it offers or sells securities, 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; (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)(i) and (a)(ii) do not apply if the registration statement is on Form S-3, Form S-8, or Form F-3, 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. (b) That, for the purpose of determining any liability under the Securities Act of 1934, to treat each post-effective amendment as a new registration statement relating to the securities offered, and the offering of the securities at that time to be the initial bona fide offering. (c) 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. 2. 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. 3. The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. 4. 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 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 whether such indemnification by it is against public policy as expressed in the Act 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 Cleveland, State of Ohio, on October 21, 1996. PVF CAPITAL CORP. By:/s/ John R. Male ------------------------------------ John R. Male, President (Duly Authorized Representative) We, the undersigned directors and officers of PVF Capital Corp. (the "Company") hereby severally constitute and appoint John R. Male 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 may deem necessary or advisable to enable the Company 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 statement on Form S-8, including specifically, but not limited to, power and authority to sign for us in our names in the capacities indicated below the registration statement and 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.
Signature Title Date - --------- ----- ---- /s/ John R. Male Director and President October 21, 1996 - ----------------------------- (Principal Executive Officer) John R. Male /s/ C. Keith Swaney Vice President and October 21, 1996 - ----------------------------- Treasurer (Principal C. Keith Swaney Financial and Accounting Officer) /s/ James W. Male Chairman of the Board October 21, 1996 - ----------------------------- James W. Male /s/ Robert K. Healey Director October 21, 1996 - ----------------------------- Robert K. Healey /s/ Richard J. Moriarty Director October 21, 1996 - ----------------------------- Richard J. Moriarty /s/ Creighton E. Miller Director October 21, 1996 - ----------------------------- Creighton E. Miller
/s/ Robert F. Urban Director October 21, 1996 - ----------------------------- Robert F. Urban - ----------------------------- Director __________, 1996 Stewart D. Neidus
INDEX TO EXHIBITS
Sequential Exhibit Description Page Number - ------- ----------- ----------- 5 Opinion of Housley Kantarian & Bronstein, P.C. as to the validity of the Common Stock being registered 23.1 Consent of Housley Kantarian & Bronstein, P.C. (appears in their opinion filed as Exhibit 5) 23.2 Consent of Independent Certified Public Accountants 24 Power of Attorney (contained in the signature page to this registration statement) 99.1 PVF Capital Corp. 1996 Incentive Stock Option Plan 99.2 Form of Stock Option Agreement to be entered into with Optionees with respect to Incentive Stock Options granted under the 1996 Incentive Stock Option Plan
EX-5 2 EXHIBIT 5 Exhibit 5 October 22, 1996 Board of Directors PVF Capital Corp. 2618 N. Moreland Boulevard Cleveland, Ohio 44120 Re: Registration Statement on Form S-8 ---------------------------------- PVF Capital Corp. 1996 Incentive Stock Option Plan Dear Board Members: We have acted as special counsel to PVF Capital Corp., an Ohio corporation (the "Company"), in connection with the preparation of the above-referenced Registration Statement (the "Registration Statement") being filed herewith under the Securities Act of 1933, as amended, relating to shares of common stock, par value $.01 per share (the "Common Stock"), of the Company which may be issued pursuant to the PVF Capital Corp. 1996 Incentive Stock Option Plan (the "Plan"), all as more fully described in the Registration Statement. You have requested the opinion of this firm with respect to certain legal aspects of the proposed offering. We have examined such documents, records and matters of law as we have deemed necessary for purposes of this opinion and based thereon, we are of the opinion that the Common Stock when issued will be duly and validly issued, fully paid, and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement on Form S-8 and to references to our firm included under the caption "Legal Opinion" in the Prospectus which is part of the Registration Statement. Very truly yours, Housley Kantarian & Bronstein, P.C. By: /s/ J. Mark Poerio ------------------------------ J. Mark Poerio EX-23 3 EXHIBIT 23.2 Exhibit 23.2 The 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. Our report refers to PVF Capital Corp.'s adoption of the provisions of the Financial Accounting Standards Board's Statements of Financial Accounting Standards No. 122, Accounting for Mortgage Servicing Rights, in 1996; No. 118, Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosures, in 1995; No. 109, Accounting for Income Taxes, No. 114, Accounting by Creditors for Impairment of a Loan, and No. 115, Accounting for Certain Debt and Equity Securities, in 1994. /s/ KPMG Peat Marwick, LLP - --------------------------------------- KPMG Peat Marwick, LLP October 22, 1996 EX-99 4 EXHIBIT 99.1 Exhibit 99.1 PVF CAPITAL CORP. 1996 INCENTIVE STOCK OPTION PLAN SECTION I PURPOSE ------- The purpose of PVF Capital Corp. 1996 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) ("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 within the meaning of Section 422A of the Internal Revenue Code of 1986, as amended from time to time (the "Code"). SECTION II ADMINISTRATION -------------- 2.1 The Committee. The Plan shall be administrated by a Committee of the Board ------------- of Directors of the Company (the "Committee"). The Committee shall consist of not less than two nonemployee 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 to whom, and the time to times within which (during the term of the Option) all or a portion 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, 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 unissued 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 150,000 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 unissued 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 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 only 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"). No Option shall 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. 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. 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 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 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 105(d)(4) 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 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. During the Optionee's lifetime, an Option granted under the Plan can be exercised only by him or her. 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 therefor with a cashier's check, certified check, or with existing holdings of Common Stock. 6.5 Limitations on Options. ---------------------- (a) 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 425(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) 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 (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. 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 and the price per share thereof in each such Option may all be appropriately adjusted, as the Board of Directors may determine, 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, 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 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, provided, however, that in the event of a Transaction, then during the period thirty days prior to the effective date of such event, each holder of an Option granted pursuant to the Plan shall have a right to exercise the Option, in whole or in part. 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 the maximum option price or (e) amend the requirements as to the employees eligible to receive Options. 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 21st day of October, 1996. PVF CAPITAL CORP. By: /s/ John R. Male ----------------------------------------- President ATTEST: /s/ Jeffrey N. Male ----------------------------------------- Secretary EX-99 5 EXHIBIT 99.2 Exhibit 99.2 STOCK OPTION AGREEMENT UNDER PVF CAPITAL CORP. 1996 INCENTIVE STOCK OPTION PLAN This Stock Option Agreement made as of the ______ day of ________________, 1996 ("Grant Date"), between PVF Capital Corp. (the "Company"), and __________________ ("Employee"), an employee of the Company or one of its subsidiaries. WITNESSETH: WHEREAS, on the ________ day of ______________, 1996, the shareholders duly approved PVF Capital Corp. 1996 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 and receipt of which is hereby acknowledged by Employee; 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 executive officers 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 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"). 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 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 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 ------------------- --------------------------------------- _________________, 1996 20% _________________, 1997 40% _________________, 1998 60% _________________, 1999 80% _________________, 2000 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 therefor with a cashier's check, certified check, or with existing holdings of Company stock. (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 2 are not Incentive Stock Options. The fair market value of any stock shall be determined as of the time the Option is granted. 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 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 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 105(d)(4) 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 3 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. During Employee's lifetime, an Option granted under the Plan can be exercised only by him or her. (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 1 year after the date of exercise. 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 may all be appropriately adjusted, as the Board of Directors may determine, 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 4 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 PVF CAPITAL CORP. By: - ----------------------------- -------------------------- President 5 -----END PRIVACY-ENHANCED MESSAGE-----