<PAGE>
<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Subsection 240.14a-11(c) or
Subsection 240.14a-12
PVF CAPITAL CORP.
- ----------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
PVF CAPITAL CORP.
- ----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Rules 0-11(c)(1)(iii), 14a-6(i)(1), or
14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1. Title of each class of securities to which
transaction applies:
_________________________________________________________________
2. Aggregate number of securities to which transaction
applies:
_________________________________________________________________
3. Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11:
_________________________________________________________________
4. Proposed maximum aggregate value of transaction:
_________________________________________________________________
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
1. Amount Previously Paid:
____________________________________________
2. Form, Schedule or Registration Statement No.:
____________________________________________
3. Filing Party:
____________________________________________
4. Date Filed:
____________________________________________<PAGE>
<PAGE>
September 20, 1996
Dear Stockholder:
We invite you to attend the Annual Meeting of Stockholders
of PVF Capital Corp. (the "Company") to be held at the Cleveland
Marriott East, 3663 Park East Drive, Beachwood, Ohio on Monday,
October 21, 1996 at 10:00 a.m., local time.
The attached Notice of Annual Meeting and Proxy Statement
describe the formal business to be transacted at the meeting.
During the meeting, we will also report on the operations of the
Company. Directors and officers of the Company as well as
representatives of KPMG Peat Marwick LLP, the Company's
independent auditors, will be present to respond to any questions
the stockholders may have.
ON BEHALF OF THE BOARD OF DIRECTORS, WE URGE YOU TO SIGN,
DATE AND RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE EVEN
IF YOU CURRENTLY PLAN TO ATTEND THE ANNUAL MEETING. Your vote is
important, regardless of the number of shares you own. This will
not prevent you from voting in person but will assure that your
vote is counted if you are unable to attend the meeting.
Sincerely,
/s/ John R. Male
John R. Male
President<PAGE>
<PAGE>
_________________________________________________________________
PVF CAPITAL CORP.
2618 N. MORELAND BOULEVARD
CLEVELAND, OHIO 44120
(216) 991-9600
_________________________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on October 21, 1996
_________________________________________________________________
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders (the "Meeting") of PVF Capital Corp. (the
"Company"), will be held at the Cleveland Marriott East, 3663
Park East Drive, Beachwood, Ohio at 10:00 a.m. on Monday, October
21, 1996.
A Proxy Card and a Proxy Statement for the Meeting are
enclosed.
The Meeting is for the purpose of considering and acting
upon:
1. The election of four directors of the Company;
2. The Approval of the PVF Capital Corp. 1996 Incentive
Stock Option Plan;
3. The ratification of the appointment of KPMG Peat
Marwick LLP as independent certified public
accountants of the Company for the fiscal year ending
June 30, 1997; and
4. The transaction of such other matters as may properly
come before the Meeting or any adjournments thereof.
The Board of Directors is not aware of any other business to
come before the Meeting.
Any action may be taken on any one of the foregoing pro-
posals at the Meeting on the date specified above or on any date
or dates to which, by original or later adjournment, the Meeting
may be adjourned. Stockholders of record at the close of busi-
ness on September 6, 1996, are the stockholders entitled to vote
at the Meeting and any adjournments thereof.
You are requested to fill in and sign the enclosed form of
proxy which is solicited by the Board of Directors and to mail it
promptly in the enclosed envelope. The proxy will not be used if
you attend and vote at the Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Jeffrey N. Male
JEFFREY N. MALE
SECRETARY
Cleveland, Ohio
September 20, 1996
- ----------------------------------------------------------------
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY
THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A
QUORUM. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
- ----------------------------------------------------------------
<PAGE>
<PAGE>
_________________________________________________________________
PROXY STATEMENT
OF
PVF CAPITAL CORP.
2618 N. MORELAND BOULEVARD
CLEVELAND, OHIO 44120
ANNUAL MEETING OF STOCKHOLDERS
October 21, 1996
_________________________________________________________________
_________________________________________________________________
GENERAL
_________________________________________________________________
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of PVF Capital
Corp. (the "Company") to be used at the Annual Meeting of Stock-
holders of the Company (the "Meeting") which will be held at the
Cleveland Marriott East, 3663 Park East Drive, Beachwood, Ohio on
Monday, October 21, 1996, at 10:00 a.m., local time. The accom-
panying notice of meeting and this Proxy Statement are being
first mailed to stockholders on or about September 20, 1996.
_________________________________________________________________
VOTING AND REVOCABILITY OF PROXIES
_________________________________________________________________
Proxies solicited by the Board of Directors of the Company
will be voted in accordance with the directions given therein.
WHERE NO INSTRUCTIONS ARE GIVEN, PROPERLY EXECUTED PROXIES WHICH
HAVE NOT BEEN REVOKED WILL BE VOTED FOR THE NOMINEES FOR DIRECTOR
SET FORTH BELOW AND IN FAVOR OF THE OTHER PROPOSALS SET FORTH IN
THIS PROXY STATEMENT FOR CONSIDERATION AT THE MEETING. The proxy
confers discretionary authority on the persons named therein to
vote with respect to the election of any person as a director
where the nominee is unable to serve or for good cause will not
serve, and with respect to matters incident to the conduct of the
Meeting. If any other business is presented at the Meeting,
proxies will be voted by those named therein in accordance with
the determination of a majority of the Board of Directors.
Proxies marked as abstentions will not be counted as votes cast.
In addition, shares held in street name which have been
designated by brokers on proxy cards as not voted ("broker no
votes") will not be counted as votes cast. Proxies marked as
abstentions or as broker no votes, however, will be treated as
shares present for purposes of determining whether a quorum is
present.
Stockholders who execute the form of proxy enclosed herewith
retain the right to revoke such proxies at any time prior to
exercise. Unless so revoked, the shares represented by properly
executed proxies will be voted at the Meeting and all
adjournments thereof. Proxies may be revoked at any time prior
to exercise by written notice to the Secretary of the Company at
the address above or by filing of a properly executed, later
dated proxy. A proxy will not be voted if a stockholder attends
the Meeting and votes in person. The presence of a stockholder
at the Meeting in itself will not revoke such stockholder's
proxy.
_________________________________________________________________
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
_________________________________________________________________
The securities which can be voted at the Meeting consist of
shares of the Company's common stock, $.01 par value per share
(the "Common Stock"). Stockholders of record as of the close of
business on September 6, 1996 (the "Record Date") are entitled to
one vote for each share of Common Stock then held on all matters.
As of the Record Date, 2,323,338 shares of the Common Stock were
issued and outstanding. The presence, in person or by proxy,
of at least a majority of the total number of shares of Common
Stock outstanding and entitled to vote will be necessary to
constitute a quorum at the Meeting.
<PAGE>
<PAGE>
Persons and groups beneficially owning in excess of 5% of
the Common Stock are required to file certain reports with
respect to such ownership pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). The following table
sets forth, as of the Record Date, certain information as to the
Common Stock beneficially owned by the Company's directors, by
the non-director executive officers of the Company named in the
Summary Compensation Table set forth under the caption "Proposal
I -- Election of Directors -- Executive Compensation -- Summary
Compensation Table," by all executive officers and directors of
the Company as a group and by all persons who have filed the
reports required of persons beneficially owning more than 5% of
the Common Stock or who were known to the Company to beneficially
own more than 5% of the Common Stock outstanding at the Record
Date.
<TABLE>
<CAPTION>
AMOUNT AND PERCENT OF
NAME AND ADDRESS NATURE OF SHARES OF
OF CERTAIN BENEFICIAL COMMON STOCK
BENEFICIAL OWNERS OWNERSHIP(1) OUTSTANDING
- ------------------ --------- ------------
<S> <C> <C>
Robert K. Healey 118,831 (2) 5.10%
3550 Lander Road
Cleveland, Ohio 44124
James W. Male 213,003 (3) 9.02
Park View Federal Savings Bank
2618 North Moreland Blvd.
Cleveland, Ohio 44120
NAME OF OTHER DIRECTORS
AND EXECUTIVE OFFICERS:
- -----------------------
John R. Male 87,379 (4) 3.70
Robert F. Urban 38,532 1.66
Creighton E. Miller 15,186 (5) 0.65
Richard J. Moriarty 66,338 (6) 2.85
Stuart D. Neidus 2,348 (7) 0.10
C. Keith Swaney 71,361 (8) 3.02
Jeffrey N. Male 78,522 (9) 3.33
All Executive Officers and Directors
as a Group (10 persons) 705,502 (10) 28.14
</TABLE>
___________________
(1) In accordance with Rule 13d-3 under the Exchange Act, a
person is deemed to be the beneficial owner, for purposes
of this table, of any shares of Common Stock if he or she
has or shares voting or investment power with respect to
such Common Stock or has a right to acquire beneficial
ownership at any time within 60 days from the Record
Date. As used herein, "voting power" is the power to
vote or direct the voting of shares and "investment
power" is the power to dispose or direct the disposition
of shares. Except as otherwise noted, ownership is
direct, and the named individuals and group exercise sole
voting and investment power over the shares of the Common
Stock.
(2) The amount shown includes 20,628 shares of Common Stock
owned by Mr. Healey's IRA account, 21,375 shares held in
a revocable trust for the benefit of Mr. Healey's wife
and her family, 34,030 shares held in an irrevocable
trust for the benefit Mr. Healey's wife and 6,806 shares
which Mr. Healey has the right to acquire pursuant to
options exercisable within 60 days of the Record Date.
(3) The amount shown includes 6,790 shares of Common Stock
owned by Mr. James W. Male's IRA account, 1,563 shares
owned by the Company's 401(k) Plan trust, 844 shares
owned by Mr. James W. Male's wife, 7,618 shares owned by
Mr. James W. Male's wife's IRA account, 95,005 shares
held by a trust for the benefit of Mr. James W. Male's
wife of which Mr. James W. Male is trustee, 61,078 shares
held by a trust for the benefit of James W. Male of which
James W. Male is trustee and 38,115 shares which Mr.
James W. Male has the right to acquire pursuant to
options exercisable within 60 days of the Record Date.
(footnotes continued on following page)
2<PAGE>
<PAGE>
(4) The amount shown includes 14,775 shares of Common Stock
owned by Mr. John R. Male's IRA account, 2,647 shares
owned by the Company's 401(k) Plan trust, 7,560 shares
owned by Mr. John R. Male as custodian for his children
under the Uniform Gifts to Minors Act, 3,075 shares owned
by John R. Male's wife and 38,115 shares which Mr. John
R. Male has the right to acquire pursuant to options
exercisable within 60 days of the Record Date.
(5) The amount shown includes 6,806 shares which Mr. Miller
has the right to acquire pursuant to options exercisable
within 60 days of the Record Date.
(6) The amount shown includes 46,272 shares of Common Stock
owned by Mr. Moriarty's IRA account, 13,260 shares owned
by a trust for the benefit of Mr. Moriarty's wife and of
which Mr. Moriarty's wife is trustee and 6,806 shares
which Mr. Moriarty has the right to acquire pursuant to
options exercisable within 60 days of the Record Date.
(7) The amount shown includes 49 shares owned by Mr. Neidus
wife.
(8) The amount shown includes 2,692 shares of Common Stock
owned by Mr. Swaney's IRA account, 2,650 shares owned by the
Company's 401(k) Plan trust, 4,389 shares owned by Mr.
Swaney's wife's IRA account, 109 shares owned by Mr. Swaney
as custodian for his children under the Uniform Gifts to
Minors Act, 1,209 shares owned by Mr. Swaney's wife as
custodian for their children under the Uniform Gifts to
Minors Act and 38,115 shares which Mr. Swaney has the right
to acquire pursuant to options exercisable within 60 days of
the Record Date.
(9) The amount shown includes 11,304 shares of Common Stock
owned by Mr. Jeffrey N. Male's IRA account, 2,389 shares
owned by the Company's 401(k) Plan trust, 4,198 shares
owned by Mr. Jeffrey N. Male's wife's IRA account, 6,165
shares owned by Mr. Jeffrey N. Male's wife as custodian
for their minor children under the Uniform Gifts to
Minors Act, 1,300 shares owned by Mr. Jeffrey N. Male as
custodian for his minor children under the Uniform Gifts
to Minors Act and 38,115 shares which Mr. Jeffrey N. Male
has the right to acquire pursuant to options exercisable
within 60 days of the Record Date.
(10) The amount shown includes 183,768 shares which all executive
officers and directors have the right to acquire pursuant to
options exercisable within 60 days of the Record Date.
_________________________________________________________________
PROPOSAL I -- ELECTION OF DIRECTORS
_________________________________________________________________
The Company's Board of Directors is composed of six members.
The Company's Articles of Incorporation require that, if the
Board of Directors consists of seven or eight members, directors
be divided into two classes, as nearly equal in number as
possible, each class to serve for a two year period and until
their successors are elected and qualified, with approximately
one-half of the directors elected each year. The Board of
Directors has nominated Robert F. Urban, James W. Male, Robert K.
Healey and Stuart D. Neidus, each of whom are currently members
of the Board, to serve as directors for a two-year period and
until their successors are elected and qualified. Under Ohio
law, directors are elected by a plurality of the votes cast at
the Meeting, i.e., the nominees receiving the highest number of
votes will be elected regardless of whether such votes constitute
a majority of the shares represented at the Meeting.
It is intended that the persons named in the proxies
solicited by the Board of Directors will vote for the election of
the named nominees. If any nominee is unable to serve, the
shares represented by all valid proxies which have not been
revoked will be voted for the election of such substitute as the
Board of Directors may recommend or the size of the Board may be
reduced to eliminate the vacancy. At this time, the Board knows
of no reason why any nominee might be unavailable to serve.
The following table sets forth the names of the Board's
nominees for election as directors of the Company and of those
directors who will continue to serve as such after the Meeting.
Also set forth is certain other information with respect to each
person's age, the year he first became a director of the Company
or the Company's wholly owned subsidiary, Park View Federal
Savings Bank (the "Bank"), and the expiration of his term as a
director. All of the individuals were initially appointed as
directors of the Company in 1994 in connection with the Company's
incorporation, except for Mr. Stuart D. Neidus, who was appointed
as a director of the Company and the Bank in 1996. There are no
arrangements or understandings between the Company and any
director pursuant to which such person has been elected a
director of the Company, and no director is related to any other
director or executive officer by blood, marriage or adoption,
except that James W. Male, the Chairman of the Board of the
Company and the Bank, is the father of John R. Male, the
President and a director of the Company and the President and
Chief Executive Officer and a director of the Bank, and Jeffrey
N. Male, the Vice President and Secretary of the Company and the
Senior Vice President in charge of residential lending operations
of the Bank. John R. Male is the brother of Jeffrey N. Male.
3<PAGE>
<PAGE>
<TABLE>
<CAPTION>
AGE YEAR FIRST ELECTED CURRENT
AS OF THE AS DIRECTOR OF THE TERM
NAME RECORD DATE COMPANY OR THE BANK TO EXPIRE
- ---- ----------- ------------------- ----------------
<S> <C> <C> <C>
BOARD NOMINEES FOR TERMS TO EXPIRE AT THE 1998 ANNUAL MEETING
Robert F. Urban 74 1992 1996
James W. Male 75 1949 1996
Robert K. Healey 71 1973 1996
Stuart D. Neidus 45 1996 1996
DIRECTORS CONTINUING IN OFFICE
Creighton E. Miller 73 1978 1997
Richard J. Moriarty 74 1955 (1) 1997
John R. Male 48 1981 1997
</TABLE>
_________________
(1) Mr. Moriarty resigned from the Board of Directors in 1981
and was reelected as a director in March 1983.
Presented below is certain information concerning the
directors of the Company. Unless otherwise stated, all directors
have held the positions indicated for at least the past five
years.
ROBERT F. URBAN. Mr. Urban is retired. He founded Mentor
Products, Inc. in 1945 and served as Chairman and Chief Executive
Officer until retirement in 1987. He was a founder of Production
Machinery, Inc. and has served as a director since 1956. He is a
former director of Lake County National Bank, Lake County Federal
Savings and Loan Association, St. James Church, Painesville, Ohio
and Madison Country Club and a former member of the Board of
Trustees of Lake County Hospital Systems.
JAMES W. MALE. Mr. Male joined the Bank in 1945 and was the
President of the Bank from 1955 until 1986. Mr. Male has been
Chairman of the Board of the Bank since 1974 and was named
Chairman of the Board of the Company upon its organization in
1994. He has served in many public service and charitable
organizations including the United Way, the Achievement Center
for Children and St. Luke's Hospital. Mr. Male acted as
president of the Kenston Board of Education, of which he was a
member for 12 years, and has served on numerous savings and loan
industry trade association boards and committees. Mr. Male is a
graduate of Ohio University and has a law degree from Cleveland
Marshall Law School. He is the father of John R. Male and
Jeffrey N. Male.
ROBERT K. HEALEY. Mr. Healey currently is retired. He had
been employed from 1961 to 1990 by Leaseway Transportation Corp.
and most recently served as Executive Vice President -- Managed
Controlled Transportation. He serves on the Boards of Trustees
of St. Vincent Charity Hospital, New Direction, Western Reserve
Historical Society and the Woodruff Foundation.
STUART D. NEIDUS. Mr. Neidus has been Executive Vice
President and Chief Financial Officer of ESSEF Corporation, a
publicly traded Nasdaq company engaged in the design and
manufacture of components to move, treat and store water, located
in Chardon, Ohio, since July 1996. Prior to that, he served with
Premier Industrial Corporation, Cleveland, Ohio, first as Vice
President and Treasurer, then as Executive Vice President, from
1992 until the company was acquired in June 1996 by Farnell
Electronics plc. Prior to that, Mr. Neidus was employed with
KPMG Peat Marwick LLP from 1973 to 1992, where he was named a
partner in 1984.
4<PAGE>
<PAGE>
CREIGHTON E. MILLER. Mr. Miller is a partner in the
Cleveland law firm of Miller, Stillman & Bartel. He also serves
on the Board of Trustees of the Caddie Foundation.
RICHARD J. MORIARTY. Mr. Moriarty is a senior partner in
the law firm of Moriarty & Jaros, previously known as Gruber,
Moriarty, Fricke & Jaros. He is a director of several local
corporations and serves as the Bank's counsel. Mr. Moriarty has
served as a Trustee of the Cuyahoga County Board of Mental Health
and on the Board of Trustees and as Treasurer of the Urban League
of Greater Cleveland.
JOHN R. MALE. Mr. Male has been with the Bank since 1971,
where he has held various positions including branch manager,
mortgage loan officer, manager of construction lending, savings
department administrator and chief lending officer. Mr. Male was
named President and Chief Executive Officer of the Bank in 1986
and was named President of the Company upon its organization in
1994. Mr. Male serves in various public service and charitable
organizations. He has an undergraduate degree from Tufts
University and an MBA from Case Western Reserve University. John
R. Male is the son of James W. Male and the brother of Jeffrey N.
Male.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The following sets forth information with respect to
executive officers of the Company who do not serve on the Board
of Directors.
<TABLE>
<CAPTION>
Age
as of the
Name Record Date Title
- ---- ----------- ------
<S> <C> <C>
C. Keith Swaney 53 Vice President and Treasurer of
the Company and Executive Vice
President and Chief Financial
Officer of the Bank
Jeffrey N. Male 47 Vice President and Secretary of
the Company and Senior Vice
President of the Bank
Edward B. Debevec 37 Treasurer of the Bank
Carol S. Porter 43 Secretary of the Bank
</TABLE>
C. KEITH SWANEY. Mr. Swaney joined the Bank in 1962 and has
been Executive Vice President and Chief Financial Officer since
1986. He was named Vice President and Treasurer of the Company
upon its organization in 1994. He is responsible for all
internal operations of the Company and the Bank. Over the years,
Mr. Swaney has participated in various charitable organizations
and currently serves on the Financial Committee of Hiram House,
which is a camp for underprivileged children. Mr. Swaney
attended Youngstown State University and California University in
Pennsylvania.
JEFFREY N. MALE. Mr. Male has served the Bank since 1973.
He has served in various capacities including supervisor of the
construction loan department, personnel director and manager of
the collection, foreclosure and REO departments. Since 1986, Mr.
Male has been Senior Vice President in charge of residential
lending operations. He was named Vice President and Secretary of
the Company upon its organization in 1994. Mr. Male has served
in various capacities with public service and charitable
organizations, including the Chagrin Valley Jaycees, the Chamber
of Commerce and the Neighborhood Housing Services Corporate Loan
Committee. Mr. Male is a graduate of Denison University. He is
the son of James W. Male and the brother of John R. Male.
EDWARD B. DEBEVEC. Mr. Debevec has served the Bank since
1984 and was named Treasurer in 1989. Mr. Debevec is a graduate
of John Carroll University and has an MBA from Cleveland State
University.
5<PAGE>
<PAGE>
CAROL S. PORTER. Ms Porter has served the Bank in various
capacities since 1972 and has been the Corporate Secretary since
1980. Since 1989, she also has served as Marketing Director.
Ms. Porter graduated from Sweet Briar College and has an MBA from
Case Western Reserve University.
________________________________________________________________
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
_________________________________________________________________
The Boards of Directors of the Company and the Bank conduct
their business through meetings of the respective Boards and
their committees. During the year ended June 30, 1996, the
Company's Board of Directors held six meetings and the Bank's
Board of Directors held 15 meetings. No current director
attended fewer than 75% of the total aggregate meetings of the
Board of Directors and committees on which such Board member
served during the year ended June 30, 1996.
The Board of Directors has an Audit Committee comprising
directors Stuart D. Neidus, Robert K. Healey and Richard J.
Moriarty. The committee met periodically to examine and approve
the audit report prepared by the independent auditors of the
Company and its subsidiary, to review and recommend the
independent auditors to be engaged by the Company, to review the
internal audit function and internal accounting controls and to
review and approve the conflict of interest policy. During the
year ended June 30, 1996, the Audit Committee met three times.
In accordance with the Company's Bylaws, the entire Board of
Directors acts as the Company's Nominating Committee. The
Nominating Committee meets to consider potential nominees. In
its deliberations, the Nominating Committee considers the
candidate's knowledge of the banking business and involvement in
community, business and civic affairs, and also considers whether
the candidate would allow the Board to continue its geographic
diversity that provides for adequate representation of its market
area. The Board of Directors of the Company met once as the
Nominating Committee during the year ended June 30, 1996.
The Compensation Committee consists of directors Robert F.
Urban and Creighton E. Miller. The Committee evaluates the
compensation and fringe benefits of the directors, officers and
employees and recommends changes and to monitor and evaluate
employee morale. The Compensation Committee met four times
during the year ended June 30, 1996.
6<PAGE>
<PAGE>
________________________________________________________________
EXECUTIVE COMPENSATION
_________________________________________________________________
SUMMARY COMPENSATION TABLE
The following table sets forth the cash and noncash
compensation for fiscal 1996 awarded to or earned by the
Company's Chief Executive Officer and other executive officers
whose total salary and bonus for fiscal 1996 exceeded $100,000.
No other executive officer of the Company or the Bank earned
salary and bonus in fiscal 1996 exceeding $100,000 for services
rendered in all capacities to the Company and its subsidiaries.
<TABLE>
<CAPTION>
Long-Term Compensation
------------------------------------
Awards Payouts
Annual Compensation ----------------------- -------
Name and -------------------------------- Restricted Securities All
Principal Fiscal Other Annual Stock Underlying LTIP Other
Position Year Salary Bonus Compensation(1) Award(s) Options(2) Payouts Compensation
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John R. Male 1996 $129,792 $ 52,496 $ -- $ -- -- $ -- $ 17,582 (3)
President of the Company 1995 124,800 64,707 -- -- -- -- 21,776
and President and Chief 1994 120,000 62,308 -- -- 38,115 -- 9,994
Executive Officer of
the Bank
C. Keith Swaney 1996 113,568 45,800 -- -- -- -- 14,077 (3)
Vice President and 1995 109,200 54,600 -- -- -- -- 15,524
Treasurer of the Company 1994 105,000 54,519 -- -- 38,115 -- 317
and Executive Vice
President and Chief
Financial Officer of
the Bank
Jeffrey N. Male 1996 91,936 37,168 -- -- -- -- 7,708 (3)
Vice President and 1995 88,400 44,200 -- -- -- -- 11,085
Secretary of the Company 1994 85,000 44,135 -- -- 38,115 -- 71
and Senior Vice President
of the Bank
James W. Male 1996 81,120 31,200 -- -- -- -- 11,822 (3)
Chairman of the Board 1995 78,000 37,500 -- -- -- -- 13,667
of Directors of the 1994 75,000 26,915 -- -- 38,115 -- 9,500
Company and the Bank
</TABLE>
_________________
(1) Executive officers of the Company receive indirect
compensation in the form of certain perquisites and other
personal benefits. The amount of such benefits received by
the named executive officer in fiscal 1996 did not exceed
10% of the executive officer's salary and bonus.
(2) Adjusted for a 10% stock dividend paid on the Bank's common
stock on February 18, 1994, a three-for-two exchange of the
Bank's common stock for the Company's Common Stock on
October 31, 1994 in connection with the reorganization of
the Bank into the holding company form of organization, a
10% stock dividend paid on the Common Stock on August
18, 1995 and a 50% stock dividend paid on the Common Stock
on August 16, 1996.
(3) Consists of $9,500 and $9,500 in directors' fees paid to
John R. Male and James W. Male, respectively $5,350, $11,365
and $5,038 of premiums on term life and disability insurance
policies paid for the benefit of John R. Male, C. Keith
Swaney and Jeffrey N. Male, respectively, and $2,732,
$2,712, $2,669 and $2,322 of matching contributions paid by
the Company pursuant to the Company's 401(k) plan for the
benefit of John R. Male, C. Keith Swaney, Jeffrey N. Male
and James W. Male, respectively.
7<PAGE>
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
No options were granted or exercised during fiscal year
1996, and no options held by any executive officer of the Company
repriced during the past ten full fiscal years.
YEAR-END OPTION VALUES
The following table sets forth information concerning the
value of options held by the Bank's Chief Executive Officer and
other officers named in the Summary Compensation Table set forth
above at the end of fiscal year 1996.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options at
Options at Fiscal Year-End(1) Fiscal Year-End (2)
---------------------------- ------------------------
Name Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ------------------------- -------------------------
<S> <C> <C>
John R. Male 38,115/ -- $328,551/$ --
C. Keith Swaney 38,115/ -- $342,654/$ --
Jeffrey N. Male 38,115/ -- $328,551/$ --
James W. Male 38,115/ -- $328,551/$ --
</TABLE>
_________________
(1) Adjusted for a 10% stock dividend paid on the Bank's
common stock on February 18, 1994, a three-for-two
exchange of the Bank's common stock for the Company's
Common Stock on October 31, 1994 in connection with the
reorganization of the Bank into the holding company form
of organization, a 10% stock dividend paid on the Common
Stock on August 18, 1995 and a 50% stock dividend paid on
the Common Stock on August 16, 1996.
(2) Calculated based on the product of: (a) the number of
shares subject to options and (b) the difference between
the fair market value of underlying Common Stock at June
30, 1996, determined based on $19.00, the last closing
bid price prior to June 30, 1996 of the Common Stock on
the Nasdaq System Small-Cap Market, adjusted to $12.67 to
reflect the effect of the 50% stock dividend paid on the
Common Stock on August 16, 1996, and the exercise price
of the options.
________________________________________________________________
DIRECTORS' COMPENSATION
_________________________________________________________________
The Bank pays each member of the Board of Directors $500 per
month plus $250 per meeting of the Board which the director
attends. In addition, directors who are not officers of the
Company or the Bank receive fees of $250 per meeting for
attendance at meetings of the Audit Committee and Asset
Classification Committee and $150 per meeting for attending
meetings of all other committees of the Board of Directors. No
additional fees are paid by the Company for attendance at Board
of Directors meetings.
________________________________________________________________
INDEBTEDNESS OF MANAGEMENT
_________________________________________________________________
Under applicable law, the Bank's loans to directors and
executive officers must be made on substantially the same terms,
including interest rates, as those prevailing for comparable
transactions with non-affiliated persons, and must not involve
more than the normal risk of repayment or present other
unfavorable features. Furthermore, loans above the greater of
$25,000 or 5% of the Bank's capital and surplus (i.e, up to $1.3
million at June 30, 1996) to such persons must be approved in
advance by a disinterested majority of the Bank's Board of
Directors.
The Bank has a policy of offering loans to officers and
directors and employees in the ordinary course of business, on
substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable
transactions with other persons. These loans do not involve more
than the normal risk of collectibility or present other
unfavorable features.
8<PAGE>
<PAGE>
________________________________________________________________
PROPOSAL II -- APPROVAL OF THE PVF CAPITAL CORP.
1996 INCENTIVE STOCK OPTION PLAN
_________________________________________________________________
GENERAL
The Board of Directors of the Company has adopted the PVF
Capital Corp. 1996 Incentive Stock Option Plan (the "Option
Plan"), subject to its approval by the Company's stockholders.
No grant of stock options ("Options") under the Option Plan will
occur until receipt of stockholder approval of the Option Plan is
obtained. The Option Plan is attached hereto as Exhibit A and
should be consulted for additional information. All statements
made herein regarding the Option Plan, which are only intended to
summarize the Option Plan, are qualified in their entirety by
reference to the Option Plan.
PURPOSE OF THE OPTION PLAN
The purpose of the Option Plan is to promote the interest of
the Company and its stockholders by providing a method whereby
key executives 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.
DESCRIPTION OF THE OPTION PLAN
Effective Date. The Option Plan became operative and in
effect on August 27, 1996 (the "Effective Date") on the date the
Option Plan was approved by a vote of a majority of the members
of the Board of Directors, provided, however, that if approval of
the Option Plan by the Company's stockholders is not obtained by
August 27, 1997 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 Option Plan shall be null and void
and all Options, if any, granted thereunder shall automatically
be cancelled.
Administration. The Option Plan is administered by a
committee (the "Committee"), appointed by the Board of Directors,
consisting of at least two directors of the Company who are "Non-
employee Directors" within the meaning of the federal securities
laws. The Committee has discretionary authority to select
participants and grant awards, 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 currently consists of Directors Urban, Miller and
Neidus.
Eligible Persons. Under the Option Plan, the Committee may
grant Options only to key executives (which term is deemed to
include among others, the president, any vice president, the
secretary, the 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 (the
"subsidiaries"), as defined in the Internal Revenue Code of 1986,
as amended ("Code"). 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. As of the Record
Date, the Company and its subsidiaries had approximately 10
employees who it considered to be key executives eligible to
participate in the Option Plan.
9<PAGE>
<PAGE>
Shares Available for Grant. The Option Plan reserves
150,000 shares of Common Stock for issuance upon the exercise of
Options. Such shares may be (i) authorized but unissued shares
or (ii) shares held in treasury. It is the current intention of
the Board of Directors not to dilute the ownership interests of
existing stockholders by more than 5% as a result of issuing
authorized but currently unissued shares of Common Stock upon the
exercise of Options. The aggregate number of shares of Common
Stock on which Options may be granted under the Option Plan, the
number of shares covered by each outstanding Option and the
exercise price per share 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. In the event
that any Option under the Option 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 grant under the Option Plan.
Options. It is intended that Options granted under the
Option Plan will constitute incentive stock options ("ISOs") as
defined in Section 422 of the Code. The exercise price as to any
Option may not be less than the fair market value (determined
under the Option Plan) of the optioned shares on the date of
grant. In the case of a participant who owns more than 10% of
the outstanding Common Stock on the date of grant, such exercise
price may not be less than 110% of fair market value of the
shares. As required by federal tax laws, to the extent that the
aggregate fair market value (determined when an ISO is granted)
of the Common Stock with respect to which ISOs are exercisable by
an optionee for the first time during any calendar year (under
all plans of the Company and of any subsidiary) exceeds $100,000,
the Options granted in excess of $100,000 will be treated as
Options that are not ISOs.
Exercise of Options. The exercise of Options will be
subject to such terms and conditions as are established by the
Committee in a written agreement between the Committee and the
optionee. In the absence of Committee action to the contrary, an
otherwise unexpired Option shall cease to be exercisable upon (i)
an optionee's termination of employment for "cause" (as defined
in the Option Plan), (ii) the date three months after an optionee
terminates service for a reason other than cause, death, or
disability, (iii) in the case of an optionee who becomes
disabled, the earlier of the date the Option expires in
accordance with its terms or the date one year after an optionee
terminates service due to disability, or (iv) the date one year
after an optionee's death in the event of death of the optionee
during employment.
An optionee may exercise Options, subject to provisions
relative to their termination and limitations on their exercise,
only by (i) written notice to the President of the Company of
intent to exercise the Option with respect to a specified number
of shares of Common Stock, and (ii) payment to the Company
(contemporaneously with delivery of such notice) with a cashier's
check, certified check or existing holdings of Common Stock of
the amount of the exercise price for the number of shares with
respect to which the Option is then being exercised. Common
Stock utilized in full or partial payment of the exercise price
for Options shall be valued at its market value at the date of
exercise, and may consist of shares subject to the Option being
exercised.
Conditions on Issuance of Shares. The Committee will have
the discretionary authority to impose, in agreements, such
restrictions on shares of Common Stock issued pursuant to the
Option Plan as it may deem appropriate or desirable. In
addition, the Committee may not issue shares unless the issuance
complies with applicable securities laws, and to that end may
require that a participant make certain representations or
warranties.
Transferability. Options granted under the Option Plan are
not transferable otherwise than by will or by the laws of descent
and distribution. During the optionee's lifetime, an Option
granted under the Option Plan can be exercised only by him or
her.
10<PAGE>
<PAGE>
Effect of Dissolution and Related Transactions. Subject to
any required action by the stockholders, if the Company shall be
the surviving corporation in any merger or consolidation, any
Option 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
as a "Transaction"), every outstanding Option together with the
exercise price thereof shall be equitably adjusted for any
changes or exchange of Common Stock for a different number or
kind of shares or other securities which results from the
Transaction, provided, however, that in the event of a
Transaction, then during the period 30 days prior to the
effective date of such event, each holder of an Option shall have
a right to exercise the Option, in whole or in part.
Duration of the Option Plan and Grants. The Option Plan has
a term of 10 years from the Effective Date, after which date no
Options may be granted, except that the Option Plan may be
terminated at an earlier date by action of the Board of
Directors. The maximum term for an Option is 10 years from the
date of grant, except that the maximum term of an ISO may not
exceed five years if the optionee owns more than 10% of the
Common Stock on the date of grant. The expiration of the Option
Plan, or its termination by the Board of Directors, will not
affect any Option then outstanding.
Amendment and Termination of the Option Plan. The Board of
Directors shall have complete power and authority to amend the
Option Plan, provided, however, that except as expressly
permitted in the Option 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 Option Plan from its supervision, (b)
increase the maximum number of shares for which options may be
granted under the Option 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 Option Plan or the
maximum option price or (e) amend the requirements as to the
employees eligible to receive Options.
Financial Effects of Awards. The Company will receive no
monetary consideration for the granting of Options under the
Option Plan. It will receive no monetary consideration other
than the exercise price for shares of Common Stock issued to
optionees upon the exercise of their Options. Under applicable
accounting standards, recognition of compensation expense is not
required when Options are granted at an exercise price equal to
or exceeding the fair market value of the Common Stock on the
date the Option is granted.
FEDERAL INCOME TAX CONSEQUENCES
ISOs. An optionee recognizes no taxable income upon the
grant of ISOs. If the optionee holds the shares purchased upon
exercise of an ISO for at least two years from the date the ISO
is granted, and for at least one year from the date the ISO is
exercised, any gain realized on the sale of the shares received
upon exercise of the ISO is taxed as long-term capital gain.
However, the difference between the fair market value of the
Common Stock on the date of exercise and the exercise price of
the ISO will be treated by the optionee as an item of tax
preference in the year of exercise for purposes of the
alternative minimum tax. If an optionee disposes of the shares
before the expiration of either of the two special holding
periods noted above, the disposition is a "disqualifying
disposition." In this event, the optionee will be required, at
the time of the disposition of the Common Stock, to treat the
lesser of the gain realized or the difference between the
exercise price and the fair market value of the Common Stock at
the date of exercise as ordinary income and the excess, if any,
as capital gain.
The Company will not be entitled to any deduction for
federal income tax purposes as the result of the grant or
exercise of an ISO, regardless of whether or not the exercise of
the ISO results in liability to the optionee for alternative
minimum tax. However, if an optionee has ordinary income taxable
as compensation as a result of a disqualifying disposition, the
Company will be entitled to deduct an equivalent amount.
11<PAGE>
<PAGE>
Non-ISOs. In the case of a non-ISO, an optionee will
recognize ordinary income upon the exercise of the non-ISO in an
amount equal to the difference between the fair market value of
the shares on the date of exercise and the option price (or, if
the optionee is subject to certain restrictions imposed by the
federal securities laws, upon the lapse of those restrictions
unless the optionee makes a special tax election within 30 days
after the date of exercise to have the general rule apply). Upon
a subsequent disposition of such shares, any amount received by
the optionee in excess of the fair market value of the shares as
of the exercise will be taxed as capital gain. The Company will
be entitled to a deduction for federal income tax purposes at the
same time and in the same amount as the ordinary income
recognized by the optionee in connection with the exercise of a
non-ISO.
CURRENT ANTICIPATED STOCK OPTION GRANTS
Set forth below under "New Plan Benefits" is certain
information relating to the maximum amount of Options which are
currently expected to be granted to the specified individuals and
groups of individuals. No determinations have been made by the
Committee as to the amounts of Options to be awarded, but the
Committee currently anticipates that in establishing the number
of Options ultimately awarded, it will take into consideration
the performance of the Company and the prospective optionee. All
such Options will be subject to the terms and conditions
described above, and no awards will be made until the Option Plan
receives stockholder approval. All Options will automatically
expire ten years after the date of grant, except that ISO's
granted to John R. Male and Jeffrey N. Male will expire five
years after the date of grant. All Options are expected to be
granted annually over a five-year period, with each annual grant
expected to become exercisable at the rate of 20% per year, with
the first 20% becoming exercisable on the date of grant. The
exercise price will equal the fair market value of the Common
Stock on the date of grant, except that ISO's granted to John R.
Male and Jeffrey N. Male will have an exercise price equal to
110% of the fair market value of the Common Stock on the date of
grant. The closing sale price of the Common Stock on September
11, 1996, as reported on the Nasdaq Small-Cap Market, was $15.00
per share.
RECOMMENDATION AND VOTE REQUIRED
The Board of Directors has determined that the Option Plan
is desirable, cost effective, and produces incentives which will
benefit the Company and its stockholders. The Board of Directors
is seeking stockholder approval of the Option Plan, in order to
satisfy the requirements of the Code for favorable tax treatment
of ISOs and to exempt certain option transactions from the short-
swing trading rules of the Securities and Exchange Commission
("SEC").
Stockholder approval of the Option Plan requires the
affirmative vote of the holders of a majority of the votes
eligible to be cast by stockholders of the Company at the
Meeting. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL
OF THE OPTION PLAN.
12<PAGE>
<PAGE>
________________________________________________________________
NEW PLAN BENEFITS
_________________________________________________________________
The following tables sets forth certain information
regarding the maximum number of Options currently expected to be
granted under the Option Plan.
<TABLE>
<CAPTION>
Dollar Number
Name and Position Value ($)(1) of Units
- ----------------- ------------ --------
<S> <C> <C>
John R. Male, President of the Company and
President and Chief Executive Officer of the Bank -- 21,000
C. Keith Swaney, Vice President and Treasurer of the
Company and Executive Vice President and Chief
Financial Officer of the Bank -- 18,000
Jeffrey N. Male, Vice President and Secretary of the
Company and Senior Vice President of the Bank -- 14,000
James W. Male, Chairman of the Board of Directors
of the Company and the Bank -- --
All executive officers as a group 6 persons) -- 65,900
All directors who are not executive officers
as a group (5 persons) -- --
All employees, including all current officers who are
not executive officers, as a group (4 persons) -- 38,100
</TABLE>
_________________
(1) Based on the fair market value of the Common Stock on the
date of grant less the exercise price. All Options are
expected to be granted at an exercise price equal to the
fair market value of the underlying shares of Common Stock
on the date of the grant, except that ISO's granted to
John R. Male and Jeffrey N. Male will have an exercise
price equal to 110% of the fair market value of the Common
Stock on the date of grant. For the other anticipated
terms of the Options currently expected to be granted, see
"Proposal II -- Approval of the PVF Capital Corp. 1996
Incentive Stock Option Plan -- Current Anticipated Stock
Option Grants."
________________________________________________________________
PROPOSAL III -- RATIFICATION OF APPOINTMENT OF AUDITORS
_________________________________________________________________
The Board of Directors has heretofore renewed the Company's
arrangements with KPMG Peat Marwick LLP, independent public
accountants, to be its auditors for the 1997 fiscal year, subject
to ratification by the Company's stockholders. A representative
of KPMG Peat Marwick LLP will be present at the Meeting to
respond to stockholders' questions and will have the opportunity
to make a statement if he or she so desires.
THE APPOINTMENT OF THE AUDITORS MUST BE APPROVED BY A
MAJORITY OF THE VOTES CAST BY THE STOCKHOLDERS OF THE COMPANY AT
THE MEETING. THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" THE APPROVAL OF THE APPOINTMENT OF AUDITORS.
13<PAGE>
<PAGE>
________________________________________________________________
OTHER MATTERS
_________________________________________________________________
The Board of Directors is not aware of any business to come
before the Meeting other than those matters described above in
this Proxy Statement and matters incident to the conduct of the
Meeting. However, if any other matters should properly come
before the Meeting, it is intended that proxies in the
accompanying form will be voted in respect thereof in accordance
with the determination of a majority of the Board of Directors.
________________________________________________________________
MISCELLANEOUS
_________________________________________________________________
The cost of soliciting proxies will be borne by the Company.
The Company will reimburse brokerage firms and other custodians,
nominees and fiduciaries for reasonable expenses incurred by them
in sending proxy materials to the beneficial owners of Common
Stock. In addition to solicitations by mail, directors, officers
and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without additional
compensation. The Bank has retained D.F. King & Co., Inc., a
proxy soliciting firm, to assist in the solicitation of proxies,
for which they will receive a fee of $500.
The Company's Annual Report to Stockholders, including
financial statements, is being mailed to all stockholders of
record as of the close of business on the Record Date. Any
stockholder who has not received a copy of such Annual Report may
obtain a copy by writing to the Secretary of the Company. Such
Annual Report is not to be treated as a part of the proxy
solicitation material or as having been incorporated herein by
reference.
________________________________________________________________
STOCKHOLDER PROPOSALS
_________________________________________________________________
In order to be eligible for inclusion in the Company's proxy
materials for next year's Annual Meeting of Stockholders, any
stockholder proposal to take action at such meeting must be
received at the Company's executive office at 2618 N. Moreland
Boulevard, Cleveland, Ohio 44120, no later than May 23, 1997.
Any such proposal shall be subject to the requirements of the
proxy rules adopted under the Exchange Act.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Jeffrey N. Male
JEFFREY N. MALE
SECRETARY
Cleveland, Ohio
September 20, 1996
________________________________________________________________
ANNUAL REPORT ON FORM 10-K
_________________________________________________________________
A COPY OF THE COMPANY'S ANNUAL REPORT FORM 10-K FOR THE
FISCAL YEAR ENDED JUNE 30, 1996 AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION WILL BE FURNISHED WITHOUT CHARGE TO
STOCKHOLDERS AS OF THE RECORD DATE UPON WRITTEN REQUEST TO:
CORPORATE SECRETARY, PVF CAPITAL CORP., 2618 N. MORELAND
BOULEVARD, CLEVELAND, OHIO 44120.
_________________________________________________________________
14<PAGE>
<PAGE>
Exhibit A
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
A-1<PAGE>
<PAGE>
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.
A-2<PAGE>
<PAGE>
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:
A-3<PAGE>
<PAGE>
(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.
A-4<PAGE>
<PAGE>
(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.
A-5<PAGE>
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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.
A-6<PAGE>
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SECTION XII
LOAN AGREEMENTS
---------------
Each Option shall be subject to the condition that the
Company shall not be obliged to issue or transfer any of its
stock to a holder of an Option, in the exercise thereof, if at
any time the Committee or the Board of Directors shall determine
that the issuance or transfer of such stock would be in violation
of any covenant in any of the Company's loan agreements or other
contracts.
The Company hereby agrees to the provisions of this Plan, and in
Witness Thereof, the Company causes this Agreement to be executed
on this ______ day of ___________________, 1996.
PVF CAPITAL CORP.
By: _____________________________
President
ATTEST:
_________________________________
Secretary
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REVOCABLE PROXY
PVF CAPITAL CORP.
________________________________________________________________
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 21, 1996
_________________________________________________________________
The undersigned hereby appoints Creighton E. Miller and
Richard J. Moriarty, with full powers of substitution, to act as
attorneys and proxies for the undersigned, to vote all shares of
common stock of PVF Capital Corp. (the "Company") which the
undersigned is entitled to vote at the Annual Meeting of
Stockholders (the "Meeting"), to be held at the Cleveland
Marriott East, 3663 Park East Drive, Beachwood, Ohio, on Monday,
October 21, 1996 at 10:00 a.m., local time, and at any and all
adjournments thereof, as follows:
VOTE
FOR WITHHELD
--- --------
1. The election as directors for
two-year terms of all nominees
listed below (except as marked
to the contrary below). [ ] [ ]
Robert F. Urban
James W. Male
Robert K. Healey
Stuart D. Neidus
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE,
INSERT THAT NOMINEE'S NAME ON THE LINE PROVIDED
BELOW.
_________________________________________
[CAPTION]
<TABLE>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C> <C>
2. The Approval of the PVF Capital Corp.
1996 Incentive Stock Option Plan [ ] [ ] [ ]
3. Proposal to ratify the appointment of [ ] [ ] [ ]
KPMG Peat Marwick LLP as independent
certified public accountants of the Company
for the fiscal year ending June 30, 1997.
The Board of Directors recommends a vote "FOR" each of the
nominees, "FOR" approval of the PVF Capital Corp. 1996 Incentive
Stock Option Plan and "FOR" the proposal to ratify the
appointment of KPMG Peat Marwick LLP as independent certified
public accountants of the Company for the fiscal year ending June
30, 1996.
_________________________________________________________________
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE NOMINEES FOR
DIRECTOR LISTED ABOVE AND FOR THE OTHER PROPOSITIONS STATED. IF
ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, THIS PROXY
WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN ACCORDANCE WITH THE
DETERMINATION OF A MAJORITY OF THE BOARD OF DIRECTORS. AT THE
PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS
TO BE PRESENTED AT THE ANNUAL MEETING. THIS PROXY CONFERS
DISCRETIONARY AUTHORITY ON THE HOLDERS THEREOF TO VOTE WITH
RESPECT TO THE ELECTION OF ANY PERSON AS DIRECTOR WHERE THE
NOMINEE IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE AND
MATTERS INCIDENT TO THE CONDUCT OF THE MEETING.
_________________________________________________________________
<PAGE>
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the
Meeting or at any adjournment thereof and after notification to
the Secretary of the Company at the Meeting of the stockholder's
decision to terminate this proxy, then the power of said
attorneys and proxies shall be deemed terminated and of no
further force and effect.
The undersigned acknowledges receipt from the Company prior
to the execution of this proxy of a Notice of Meeting of
Stockholders, a proxy statement dated September 20, 1996 and an
Annual Report to Stockholders.
Dated: _______________________, 1996
__________________________ __________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
__________________________ __________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears hereon. When signing as
attorney, executor, administrator, trustee or guardian, please
give your full title. If shares are held jointly, each holder
should sign.
_________________________________________________________________
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PREPAID ENVELOPE.
_________________________________________________________________
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