EX-10.3






Exhibit 10.3






	PARKVIEW
FEDERAL Exhibit 10.3 January 29. 2001





 









 












	Amendment to Severance Atachment
January 29. 2001 pg 2






 









 












	SEVERANCEAGREEMENT This AGREEMENT is made and entered into Ohio 2fith day of October, IMS, by and among PVF Capital Corp., an Ohio
corporation (the “Corporation”), Pat View Federal Savings Bank, an OT&-chartered, FDIC-insured
savings association with its main office located in Cleveland, Ohio ((he “Bank”), and Edward B.
Debevec (foe “Executive”). References herein Id: (i) the ‘Board or Directors” shall mean
the Board of Doctors Of the Corporation or the Bank or a committee serving at the pleasure of the
Board of Directors of the Corporation or the Bank: (ii} the “FDIC” shall mean the Federal Deposit
Insurance Corporation; (iii} the *OTS” shall mean foe Office of Thrill Supervision; and (v)
“Director” shall mean the Director of the OTS. WHEREAS, the Executive has agreed to serve as
a Vice President of the Bank: NOW THEREFORE, in consideration of the performance of the
responsibilities of the Executive and upon the other terms and conditions hereinafter provided,
the parties hereto agree as follows: 1. NO EWPLQTMEUT Chirac The patties hereto
acknowledge and agree that this Agreement is not a management or employment agreement. Nothing in
this Agreement shall give foe Executive any rights or impose any obligations to continued
employment by the Corporation or toe Bank or any subsidiary or successor of the Corporation or the
Bank, nor shall this Agreement give the Corporation or the Bank any rights or impose any
obligations for the continued performance of duties by foe Executive for the Corporation or foe
Bank or any subsidiary or successor of foe Corporation or the Bank.





 









 












	2. Term of Agreement The initial term of this Agreement shall be
for a period of three (3) years, commencing November 1,1999. On the first anniversary date of this
Agreement and at each anniversary date thereafter. the Agreement shall automatically renew for one
(1) additional year beyond the then effective expiration date, au: only upon ?. determination aid
nesulut an of the Eoa-d c\ Directors -h-it rhr: parfoirrance of :H Executive has met the
requirements and standards or (he Board and that such temn shall tie extended. If the Board of
Directors determines not to extend the term, such election shall not affect the then current term
of this Agreement If the Board of Directors ejects not to extend the term, it shall promptly
notify the Executive of such election, Reference herein to the term cf this Agreement shall
refer both to such initial term and such extended terms. Unless sooner terminated as set forth
herein, this contract shall terminate when the Executive reaches age sixty-five (65). 3.
TEftMlNAriQN f QR CAUSE If the Corporation or the Bank terminates the Executive’s employment
for cause (as hereinafter defined), all of the Corporation’s and the Bank’s obligations hereunder
shall terminate immediately as or the termination date. As used herein, “cause’ shall mean (i)
gross misconduct by the Executive (hat is materially inconsistent with the terms hereof, fin)
material Failure tiy the Executive to perform his duties, which continues after written notice
thereof and a 15-day period in which to cure such Failure(s), or (iii) Executive’s conviction of a
felony offense.





 









 












	4. Voluntary Terminate of Agreement This Agreement may be
terminated by (he Executive at any lime upon 90 days’ written notice to the Corporation or the
Bank, or upon such shorter period as may he agreed upon between the Executive and the Beard of
Directors, 5. Governmental Term nmiow of Agreement If the Executive is
removed from office or permanently prohibited from participating in the conduct of the
Corporation’s nr the Bank’s affairs by an order issued under the Federal Deposit Insurance Act,
including Section B(e){4) or (g)(1) thereof, 12 U.S.C. §1818(e)(4) and (g)(1), all obligations of
the Corporation and me Bank under this. Agreement shall terminate as of the effective date of (he
order. Any rights of the parties that have already vested, however, shall not be affected by such
action. If the Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit Ins
urance Act 12 LL5.C. §1fi13(j()(t)), ell obligations under this Agreement shall terminate as of
the date of default Any rights of the parties that have already vested, however, shall not be
affected by such acbon. All obligations under this Agreement are terminable by the Director
of the OTS or his or her designee at the time (a) the FDIC enters into an agreement to provide
assistance to or on behalf of the Bank under the aufrionty contained in Section 13(c) of the
Federal Deposit Insurance Act, 12 U.S.C. 51623(c), (b) at the time the Director of the OTS or his
or her designee approves a supervisory merger to resolve problems related to the operation of the
Bank or {c) when the Bank is determined by the Director of the OTS to be in an unsare or unsound
concftion. Any rights of the parties that have already vested, however, shaft not be- affected by
such action. (d} If (he Executive is suspended or temporarily prohibited from
participating in the con duct of the Bank’s affairs by a notice served under Section 0(e)(3) or
(g)(1) of the Federal Deposit Insurance Act





 









 












	12 U.S.C. §1B1 B{e) (3) and (g)( \), the Corporation’s and the Bank’s
obligations under Paragraph 6 of this Agreement shall be suspended as of the date of service of
notice thereof, unless stayed by appropriate proceedings. (e) If the charges in die
notice referenced in subp aragrap h 5 [dj are dismissed. the Boa’d of Directors may, in its
discretion; (i) pay or cause to be paid to the Executive all or part of the severance
benefits withheld while the Corporation’s and the Bank’s contract obligations were suspended, and
(ii} reinstate or cause to be reinstated (in whole or in part) any of the Corporation’s and
the Bank’s obligations that were suspended as required in subparagraph (d} above.
6. Change in Control (a) If (here is a change in control of the
Corporation during the (arm of this Agreement, (he Executive shall be entitled to a severance
payment. The amount of the severance payment shall be a sum equal lo one-halt of the annual base
salary being paid 1o the Executive by 1he Bank a< the time of the- change in
control. (|j) For purposes of (his Agreement, a “Change in Control” Of the Corporation
or lhe Bank means: (i) the acquisition by a person or persons ading in concert of the
power to vole 25% or more of a class of the Corporation’s voting securities: (ii) the
acquisition by a person of the power to direcl the Corporation’s or the Bank’s management or
policies, if (he Board of Directors or (he OTS has made a determination that such acquisition
constitutes or will constitute an acquisition of control of (he Corporation or lhe Bank for the
purposes of the Savings and Loan Holding Company Act or (he Change in Bank Control Acl and the
regulations thereunder;





 









 













	(iii): during any period of two consecutive years during the lerm of Ihis
Agreement. individuals who at the beginning of such period constitute the Board oF Directors of
lha Corporation or the Bank cease for arty reason to constitute al least a majority thereof,
unless Ihe election of each director who was nol a director at the beginning of such period has
been approved in advenea by directors representing al least two thirds of the directors then in
office who were directors in office al the beginning of the period; (iv) the
Corporation shall have merged into or consolidated wjth anolhar corporation, or merged another
corporation No the Corporation, on a basis whereby less than 50% or the total voting power of the
surviving corporation is represented by shares held by persons who were shareholders of the
Corporation prior 10 such merger or consolidation; or (v) lha Corporation snail have
[a} sold substantially all or its assets lo another person, or [b) sold tne Bunk to another
person. The term “person” rerers to an individual, corporation, partnership, trust, association,
joint venture, pool, synditale. sole proprietorship, unincorporated organisation or other
errtily. 7. WITHHOLDING OF TAXES The Corporation or the Bank may withhold from any
benefits payable under this Agreement all Federal, stale, city or other taxes as may he required
pursuam to any law. governmental regulation or
ruling. B. faymentofU-galandAccoun-imgFees seasonable legal and accounting tees and expenses paid or incurred by the Executive in any dispule or question of
interpretation relating to the Agreement shall be paid or reimbursed by the Corporation in
accordance wilb the following: {a) If the Executive, ihe Corporation or the Bank
initiates a proceeding and the Executive prevails-, all reasonable legal and accounting fees and
expenses shall be paid by Ihe Corporation; and (b) If the Executive initiates a
proceeding and does nol prevail en his claim, men the Corporation shall reimburse the Executive
for all legal and accounting fees and expenses; prav/cfed; however, that the Corporation shall not
b-e oc-ligaled under this Paragraph 6(h) lo reimburse legal and accounting fees and expenses in
excess of an aggregate of $25,000.





 









 












	9. SUCCESSOR
ORGANIZATION The obligations of the Corporation and IN Bank sel forth herein shall continue
la be ihe obligation of any successor organization, any organization that purchases substantially
all of the liabilities of ihe Corporation ortha Bank, as well as any organization lhal assumes
substantially all of ma liabilities of Ihe Corporation or Ihe Bank, wh&lher by merger,
consolidation, or olher farm of business combination. This Agreement is personal lo the Executive
and the Executive may not delegate his duties hereunder. 10. NOTICES All notices,
requests, demands and olhor communicalions her*under shall be in writing and shall ba deemed to
have been duly given if delivered by hand or mailed, certified or registered mail, relum receipt
requested, wilh postage prepaid, to the following addresses or to such other address as either
parly may designate by like notice. (a) if to Hit Co’penal ion. to- Board of
Directors PVF CapHal Corp. 2613 North Moreland Boulevard Cleveland, Ohio
44120 Attn; Vice President and Secretary (b) If to the Bank, to: Parti
View Federal Savings Bank 2fi1 B North Moreland Boulevard Cleveland, Ohio
44120 Attn: Corporate Secretary (c) If lo ihe Executive, to; Edward B.
Debevec 7300 Port Royal Court Menlor, Ohio 44050 and to such other or additional
person or persons as a party shall have designaled to the other parlies in writing by like
notice.





 









 












	11. AMENDMENTS No amendments or addiiions lo this Agreemenl shall be binding
unless in writing and signed by all of the parties, except as herein otherwise provided- 12.
FARAGtiAPH HEADINGS The paragraph headings used in this Agreement are included solely for
convenience and shall not affect, or be used in connection with, the imerpreletion rjfihis
Agreement 13. SEVE^BILITY The provisions of this Agreemenl shall be (teemed:
severabte. The invalidity or unenforceability of any provision shall nal affecl the validity or
errforeeabilily of the* other provisions hereof. 14. GOVERNING LAW Except to the
extent thai federal law [including any statute, rule, or regulations of Ihe OTS or the FDIC) shall
be deemed to apply, this Agreement shall be governed by and construed and enforced in accordance
with the laws of Ohio. 15. ARBITRATION Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration in accordance with (he
rules at the American Arbitration Association then in effect. Judgment may be entered on the
artiitrator’s award in any court having jurisdiction- 16. SAFETY AND SOUNDNESS
LIMITATIONS Notwithstanding any elber provision of this Agreement, na severance payments or
terminalfon benefit shall he paid or payable in respect of any calendar year in which Ihe Bank (i)
fails to meet any applicable capital requirements imposed hy 12 C.F.R. Part 567 of iha OTS
regulaliuns {or successor regulations) after giving effeel to the payment of severance and
termination benefits heneunder, (ii) receives or maintains a saFetyand soundness CAMELS
rating



 









 











	IN WITNESS WHEREOF, the parties hereto have executed this agreement on the day and year first written above
WITNESSES:PVF CAPITAL CORP.





 









 












	AMENDMENT TO THE SEVERANCE AGGREMENT This AMENDMENT TO THE SEVERANCE AGGREMENT is entered into as of Decement





 









 









	50% Of the total vOting power of the surviving cnrpuralion is represented by
            shares held by persons who were shareholders of the Corporation prior 10
such merger or consolidation’
or





 









 












	Effectiveness of this Amendment to the Severance Agreement shall be conditioned upon
PARK VIEW FEDERAL SAVINGS BANK