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
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purchase all or any part of an aggregate of ____________ shares of Common
Stock, $.01 par value, upon the terms and conditions of this Agreement.
2. Price. The purchase price for each share purchased hereunder shall be
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$_______ (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
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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.
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(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
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______________, 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.
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(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
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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
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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
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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
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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
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enforcement of this Agreement and any documents executed pursuant thereto.
11. Entire Agreement Waiver and Modification. This Agreement constitutes the
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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
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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: ________________________
President
