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AMENDMENT TO THE AMENDED AND RESTATED
SEVERANCE AGREEMENT BY AND BETWEEN ▇▇▇▇ ▇. MALE,
PVF CAPITAL CORP. AND PARK VIEW FEDERAL SAVINGS BANK
WHEREAS, ▇▇▇▇ ▇. Male entered into an amended and restated severance
agreement with PVF Capital Corp. (the "Company") and Park View Federal Savings
Bank (the "Bank") effective December 30, 2008; and
WHEREAS, pursuant to a letter agreement with the Company and the Bank
dated January 29, 2009 and a joint resolution of the Boards of Directors of the
Company and the Bank dated April 1, 2009, the Bank, the Company and Mr. Male
agreed to amend the agreement as follows:
FIRST CHANGE
Effective May 19, 2009, Paragraph 2 of the Severance Agreement shall be
deleted in its entirety and replaced with the following new Paragraph 2:
"Commencing on October 29, 2009 and continuing on each October 29th
thereafter, this Agreement will renew for one additional year beyond the
then effective expiration date of the Agreement. Unless sooner terminated
as set forth herein, this Agreement will terminate when the Executive
attains age 65."
SECOND CHANGE
Effective May 19, 2009, Section 6(ii) of the Severance Agreement shall
be deleted in its entirety and replaced with the following new Section 6(ii):
"(ii) Involuntary termination or voluntary termination for Good Reason, as
defined in Section 7, and other than for Cause or pursuant to Sections 4
or 21 of this Agreement."
THIRD CHANGE
Effective May 19, 2009, Section 3 of the Severance Agreement shall be
amended by adding the following new paragraph:
"Notwithstanding the foregoing, Termination for Cause requires a vote of a
supermajority of the Boards of Directors of the Company and the Bank
(collectively the "Boards") following delivery of a written notice to
Executive from the Boards that sets forth with specificity the facts or
circumstances alleged to constitute Cause, followed by a thirty-day period
to cure any facts or circumstances constituting Cause, and an opportunity
at the end of such period to appear before the Board with counsel to
refute the allegation that Cause exists, to demonstrate the efficacy of
the cure, or to address other matters relating to Executive's employment
status."
FOURTH CHANGE
Effective May 19, 2009, Section 6 of the Severance Agreement shall be
amended to add the following new Section 6(e):
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"(e) Notwithstanding anything else set forth in this Section 6, upon the
Executive's termination as a result of one of the events specified in
Section 6 of this Agreement: (i) the amount to be paid pursuant to Section
6(a) herein shall not be less than the amount that would have been payable
under Section 6(a) herein had Executive elected to terminate employment
for Good Reason on January 29, 2009, and (ii) the amount to be paid
pursuant to Section 6(b) herein under the Park View Federal Savings Bank
Supplemental Executive Retirement Plan, as amended and restated in
February 2006 (the "SERP"), shall not be less than the amount that would
be payable to Executive as of the Retirement Date if his employment
terminated for Good Reason and he fully vested in the SERP as of January
29, 2009."
FIFTH CHANGE
Effective May 19, 2009, the Severance Agreement shall be amended to add
the following new Section 22:
"SECTION 22
The Company shall pay the Executive an additional amount ("Gross-Up
Payment") if a payment made to Executive under this Agreement violates
Section 409A of the Internal Revenue Code of 1986, as amended (the
"Code"). The Gross-Up Payment shall equal an amount sufficient to pay the
amount of additional tax imposed under Section 409A, after being reduced
for all income taxes (at the highest federal, state and local rates),
employment taxes and any applicable additional excise taxes.
Notwithstanding the foregoing, Executive agrees to cooperate with the Bank
and the Company to take such action necessary to avoid liability for
additional tax under Section 409A, including, but not limited to, delaying
payment under the Agreement to avoid a violation."
IN WITNESS WHEREOF, the Bank, the Company and the Executive have caused
this Amendment to be executed on May 19, 2009.
PVF CAPITAL CORP.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Chairman of the Compensation Committee
PARK VIEW FEDERAL SAVINGS BANK
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Chairman of the Compensation Committee
/s/ ▇▇▇▇ ▇. Male
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▇▇▇▇ ▇. MALE