<PAGE>
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
<TABLE>
<CAPTION>
================================================================================
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
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value 150,000 (1) $(2) $2,250,000(2) $681.82
================================================================================
</TABLE>
(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.
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<PAGE>
(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.
<PAGE>
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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/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
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Robert F. Urban Director October 21, 1996
- -----------------------------
Robert F. Urban
- ----------------------------- Director __________, 1996
Stewart D. Neidus
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequential
Exhibit Description Page Number
- ------- ----------- -----------
<S> <C>
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
</TABLE>
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
