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EXHIBIT 10.5
STOCK OPTION AGREEMENT UNDER PVF CAPITAL CORP.
2000 INCENTIVE STOCK OPTION PLAN
This Stock Option Agreement made as of the ______ day of ____________,
2000 ("Grant Date"), between PVF Capital Corp. (the "Company"), and ____________
("Employee"/"Director"), an employee/a director of the Company or one of its
subsidiaries.
WITNESSETH:
WHEREAS, on the _______ day of ____________, 2000, the shareholders
duly approved PVF Capital Corp. 2000 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/Director and
receipt of which is hereby acknowledged by Employee/Director; 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 key
executives or directors 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 and
Directors 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"). Directors are not
eligible for Incentive Stock Options and therefore are granted nonqualified
stock options.
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/Director 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
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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/Director shall terminate within
10 years from the Grant Date or upon such earlier termination as
hereinafter provided. In the case of an Employee who owns stock possessing
more than 10% of the combined voting power of all classes of stock of the
Company on the date the Option is granted, such Option shall terminate
within five years from the date of grant.
4. EXERCISE OF OPTION.
(a) The Option may be exercised by Employee only as follows:
DATE OPTION BECOMES CUMULATIVE NUMBER OF SHARES OF COMMON
EXERCISABLE STOCK AS TO WHICH OPTION IS EXERCISABLE
------------------- ---------------------------------------
______________, 2000 20%
______________, 2001 40%
______________, 2002 60%
______________, 2003 80%
______________, 2004 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.
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(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
therefore with a cashier's check, certified check, or with existing
holdings of Company stock held for at least six months.
(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 are not Incentive Stock Options. The
fair market value of any stock shall be determined as of the time the
Option is granted.
(d) Options issued to non-employee Directors may be exercised immediately
in accordance with paragraph (c) of this Section 4.
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 or Director 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 or Director 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 22(e)(3) 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
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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 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. Notwithstanding the foregoing, or any other provision of
this Plan, an Optionee who holds Options may transfer such Options
(but not ISOs) to his or her spouse, lineal ascendants, lineal
descendants, or to a duly established trust for the benefit of one or
more of these individuals. Options so transferred may thereafter be
transferred only to the Optionee who originally received the grant or
to an individual or trust to who the Optionee could have initially
transferred the Options pursuant to this Section 6.3(e) shall be
exercisable by the transferee according to the same terms and
conditions as applied to the Optionee.
(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 I year after the date of exercise.
(g) Options granted to directors may be exercised at any time prior to the
expiration date of said option grant. In the event of the death of the
director, options may be exercised at any time prior to the expiration
date 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
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deceased Director or person or persons to whom the deceased Director'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
Director was entitled at the date of his or her death.
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 will all be appropriately adjusted 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 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.
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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/DIRECTOR PVF CAPITAL CORP.
By:
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President
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Exhibit A
PVF CAPITAL CORP.
2000 INCENTIVE STOCK OPTION PLAN
SECTION I
PURPOSE
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The purpose of PVF Capital Corp. 2000 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) and directors ("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 ("ISOs") within the meaning of Section
422A of the Internal Revenue Code of 1986, as amended from time to time
(the "Code"). Non-employee directors are not eligible for Incentive Stock
Options and therefore are granted nonqualified stock options ("non-ISOs").
SECTION II
ADMINISTRATION
--------------
2.1 THE COMMITTEE. The Plan shall be administered by a Committee of the Board
of Directors of the Company (the "Committee"). The Committee shall consist
of not less than two non-employee 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 and directors to whom, and the time or 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 and
<PAGE> 8
Exhibit A
directors, 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 un-issued 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 250,000 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 un-issued 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
<PAGE> 9
Exhibit A
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
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Options may be granted 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"). Also,
Options may 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. Subject to adjustment as
set forth in Section VIII, the maximum number of shares for which Options may be
granted to any individual participant during any calendar year shall be 10,000
shares.
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 or director 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 or
director of the Company or of a subsidiary corporation.
<PAGE> 10
Exhibit A
(b) The Option of any Optionee whose employment is terminated for any
reason, other than for death, disability (as defined in Section
22(e)(3) of the Code) or discharge for cause (as defined in Section
6.3(d) below), shall be exercisable or payable to the extent provided
therein, through the earlier of the date which is three months after
termination of employment or the date that such Option expires in
accordance with its terms, and shall expire thereafter.
(c) In the event of the death of an Optionee (1) while an employee of the
Company or a subsidiary corporation, or (2) within three months after
the termination of employment of the Optionee for other than cause, or
in the event of the termination of employment by an Optionee for
permanent disability, the Option may be exercised as follows:
(i) In the event of the death of an Optionee during employment or the
death of the Optionee within three months after the termination
of employment for other than cause, each Option granted to such
Optionee shall be exercisable or payable to the extent provided
therein but not later than one year after his or her death (but
not beyond the stated duration of the Option). Any such exercise
or payment shall be made only: (1) by or to the executor or
administrator of the estate of the deceased Optionee or person or
persons to whom the deceased Optionee's rights under the Option
shall pass by will or the laws of descent and distribution; and
(2) to the extent, if any, that the deceased Optionee was
entitled at the date of his or her death.
(ii) In the case of an Optionee who becomes disabled, the Option shall
be exercisable or payable to the extent provided therein on the
earlier of one year after termination of employment or the date
that such Option expires in accordance with its terms. During
such period, the Option may be exercised by an Optionee who
becomes disabled with respect to the same number of shares. in
the same manner and to the same extent as if the Optionee had
continued employment during such period.
(d) Any unexercised Options shall lapse immediately upon termination of
employment of the Optionee through discharge for "cause". "Cause"
shall mean, in the good faith determination of the Company's Board of
Directors, the Optionee's personal dishonesty, incompetence, willful
misconduct, breach of fiduciary duty involving personal profit,
intentional failure to perform stated duties, or willful violation of
any law, rule or regulation (other than traffic violations or similar
offenses) or final cease-and-desist order. No act, or failure to act,
on the Optionee's part shall be considered "willful" unless he has
acted, or failed to act, with an absence of good faith and without a
reasonable belief that his action or failure to act was in the best
interest of the Company or its subsidiaries.
(e) Each Option granted under the Plan shall, by its terms, not be
transferable otherwise than by will or the laws of descent and
distribution. Notwithstanding the foregoing, or any other provision of
this Plan, an Optionee who holds Options may transfer such Options
(but not ISOs) to his or her spouse, lineal ascendants, lineal
descendants, or to a duly established
<PAGE> 11
Exhibit A
trust for the benefit of one or more of these individuals. Options so
transferred may thereafter be transferred only to the Optionee who
originally received the grant or to an individual or trust to whom the
Optionee could have initially transferred the Options pursuant to this
Section 6.3(e). Options which are transferred pursuant to this Section
6.3(e) shall be exercisable by the transferee according to the same
terms and conditions as applied to the Optionee.
(f) For the purposes of this Section, Options granted to directors may be
exercised at any time prior to the expiration date of the Option. In
the event of the death of the director, Options may be exercised at
any time prior to the expiration date 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 Director or person or
persons to whom the deceased Director'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 Director was entitled at the date of
his or her death.
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 therefore
with a cashier's check, certified check, or with existing holdings of
Common Stock held for more than six months.
6.5 LIMITATIONS ON OPTIONS.
(a) In the case of Options intended to qualify as ISO's, 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 424(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) In the case of Options intended to qualify as ISOs, 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.
(c) For the purposes of this Section, parts (a) and (b) shall not apply to
options granted to non-employee Directors.
SECTION VII
STOCKHOLDER AND EMPLOYMENT RIGHTS
---------------------------------
<PAGE> 12
Exhibit A
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, the maximum number of shares for which Options may be
granted to any individual during any calendar year and the price per share
thereof in each such Option will all be appropriately adjusted 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,
and 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.
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.
<PAGE> 13
Exhibit A
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 (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 ________day of
____________, 2000.
PVF CAPITAL CORP
<PAGE> 14
Exhibit A
By:
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President
ATTEST:
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Secretary
