EX-10.4






EXHIBIT 10.4




January 29, 2009




Mr. John R. Male

PVF Capital Corp.

30000 Aurora Road

Solon, Ohio 44139




     Re: Change in Director and Officer Responsibilities



Dear Jack:



The purpose of this letter is to memorialize in writing certain changes in your director and
employment responsibilities with PVF Capital Corp. (the “Company”) and Park View Federal Savings
Bank (the “Bank”).



The changes we have agreed to are as follows:




	1.	 	You hereby resign as Chairman of the Board of Directors of the Company and the Bank,
effective immediately. This does not affect your continued service as a director of the
Company and the Bank. Subject to the Company’s and the Bank’s customary governance policies
and procedures and unless prohibited by any law or regulation applicable to the Company or the
Bank, the Board of Directors will recommend your election to the Board in connection with the
2010 annual meeting of stockholders.






	2.	 	You hereby resign as Chief Executive Officer of the Company and the Bank, and you resign from
all other officer positions you hold with any affiliate or subsidiary of the Company and the
Bank, effective upon the earlier to occur of: (i) March 31, 2009 or (ii) the date on which the
Boards of Directors of the Company and the Bank appoint a successor Chief Executive Officer of
the Company and the Bank.






	3.	 	Upon the effectiveness of your resignation as Chief Executive Officer of the Company and the
Bank, the Company will cause you to be appointed President of the Company’s wholly owned
subsidiary, PVF Service Corporation (the “Service Corporation”).






	4.	 	As President of the Service Corporation, you will be provided with an office located at a
mutually agreeable location and will be responsible for the resolution of real estate owned
and other Bank work-out projects as assigned to you by the Board of Directors.




 









 











Mr. John R. Male

January 29, 2009

Page 2





	5.	 	Except as otherwise set forth herein, your compensation and benefits package as President of
the Service Corporation will include:






	 	(i)	 	base salary of $226,000;
	 
	 	(ii)	 	continued health care, life, disability, vacation and other benefits ,
including continued participation in long term incentive awards and qualified and
nonqualified deferred compensation and retirement plans, under the same terms and
conditions you received as Chief Executive Officer of the Company and the Bank; and
	 
	 	(iii)	 	full reimbursement of reasonable business expenses.






	6.	 	The Company and the Bank will cease further payment of dues for club memberships.
	 
	7.	 	The Bank will buy out the lease for the Bank-leased car you use and transfer title into your
name, and the Bank will no longer reimburse you or otherwise pay for any motor vehicle costs.
	 
	8.	 	The Amended and Restated Severance Agreement dated December 30, 2008 by and among you, the
Company and the Bank (the “Severance Agreement”), and the Park View Federal Savings Bank
Supplemental Executive Retirement Plan between you and the Bank (the “SERP”) will continue in
effect, except that you, the Company and the Bank will amend the Severance Agreement to
provide that the Term of the Agreement shall be extended each year that you are employed until
age 65 and to restate paragraph 6 (ii) in its entirety to read as follows:






	 	(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.






	 	 	In addition, you, the Company and the Bank agree to amend Section 6.1 of the SERP
and Section 3 of the Severance Agreement to provide a termination of your employment
for Cause requires a vote of a majority of the Board following delivery of a written
notice to you from the Board 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 you employment status.




 









 











Mr. John R. Male

January 29, 2009

Page 3





	9.	 	Section 6 of the Severance Agreement will be amended to add a new Section 6(e) to read as
follows:






	 	 	     (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 this Section
6, (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.






	10.	 	If it is determined that any payment to you under the Severance Agreement or the SERP is made
in violation of Section 409A of the Internal Revenue Code, then the Company or the Bank shall
pay you an additional amount that would be sufficient, after reduction for all income taxes
(at the highest federal, state and local rates), employment taxes, and any applicable
additional or excise taxes, to pay the amount of the additional tax imposed under Section
409A. Notwithstanding the foregoing, you agree to cooperate with the Company and the Bank to
take such action as may be necessary to avoid liability for the additional tax under Section
409A in connection with the payment of any amount under the Severance Agreement and/or the
SERP, including but not limited to, the delay of such payment for any period necessary to
avoid a violation.




 









 











Mr. John R. Male

January 29, 2009

Page 4




In executing this letter you agree that you will not exercise a right to terminate your employment
for “Good Reason” under the Severance Agreement on account of the changes to your authorities,
duties, responsibilities or location of employment set forth in this letter. This does not
preclude subsequent changes to your authorities, duties, responsibilities or location of employment
from constituting Good Reason if such changes constitute Good Reason determined by reference to
your status as modified by the changes described in this letter. Finally, the Company or the Bank
shall reimburse you for all attorney fees and financial consultant fees that you incur in
connection with your review and consideration of the terms set forth in this letter and the related
amendment, reporting, tax and financial considerations.



	 	 	 	 	 
	 	Sincerely,





PVF CAPITAL CORP.

 	 
	Date: January 29, 2009 	By:  	Stanley T. Jaros
 	 
	 	 	Chairman of the Compensation Committee 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	PARK VIEW FEDERAL SAVINGS BANK

 	 
	Date: January 29, 2009 	By:  	Stanley T. Jaros
 	 
	 	 	Chairman of the Compensation Committee 	 
	 	 	 	 
	 




Accepted and agreed to this 29th day of January, 2009, by the undersigned.



/s/ John R. Male

 
John R. Male