**Exhibit 10.6**PVF CAPITAL CORP.MANAGEMENT INCENTIVE COMPENSATION PLANJULY 1, 1996

 
MANAGEMENT INCENTIVE COMPENSATION PLAN               Page1. Introduction  3            A. Purpose  3   B. General Description  3   C. Administration  4          2. Participants  4          3. Annual Goal Setting  4          4. Operating Rules  5          5. Plan Communications  5          6. Change of Control  5          7. Termination of Employment, New Participants  6          8. General Limitations and Provisions  6            A Regulatory Capital and Safety and Soundness Tests  6   B. Amendment and Termination of Plan  7   C. Not an Employment Agreement  7   D. Prohibition Against Assignment  7   E. Absence of Trust  8   F. Governing Law  8 
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1. **INTRODUCTION** **A.** **PURPOSE**     The primary purpose of the Management Incentive Compensation Plan (“Plan”)is to promote shareholder interests through the maximization of the profitability ofPVF Capital Corp. and its subsidiaries (“Park View” or the “Company”) consistent withthe Company’s policies, including those designed to manage interest rate risk andcredit risk. The Plan provides cash incentives for those members of management whomost directly affect the success and profitability of the Company and who cause theCompany to attain and sustain high levels of performance based on safe and soundoperating strategies. The Plan is effective July 1, 1997.     In addition to its primary purpose, the Plan is designed to accomplish otherimportant objectives of the Company including: Ø  fostering teamwork and cooperation among management personnel;  Ø helping to retain, and encourage commitment on the part of management and keyemployees;  Ø  compliance with established Company policies and procedures and regulatoryrequirements. **B.** **GENERAL DESCRIPTION**     The Plan provides for the selection of participants, procedures for settingannual performance goals and the determination of incentive awards. The Plan alsoprovides for minimum levels of performance before any incentive award can be made,maximum total incentive awards relative to the Company’s earnings and requires thatthe Company’s capital at all times meet or exceed all capital requirements to maintainthe Company as a “well capitalized association”. Incentive awards are to besupplemental compensation in the form of cash, stock options or restricted stockgranted on an annual basis following the determination of the Company’s auditedyear-end results.
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 **C.** **ADMINISTRATION**     The Board of Directors of the Company, acting through its CompensationCommittee (Committee), has final authority on the disposition of all Plan matters.The actions of the Board as to the interpretation and construction of the Plan shallbe final and binding on all parties. The responsibility for administering the Plan,determining Plan participants and establishing rules governing the operation of thePlan is delegated to the Committee. The Committee is composed exclusively of three(3) outside, independent directors. Executive Management shall not be entitled tovote on matters relating to the eligibility and determination of their own incentivecompensation awards. Computation of incentive awards will be made by the ChiefFinancial Officer and verified by the independent auditors employed by the Companybefore submitting to the Committee.2. **PARTICIPANTS**     The Committee shall determine those individuals or classes of individualswho will be participants in the Plan for each fiscal Plan year. Participation in agiven year shall not guarantee participation in a succeeding year. Participants maybe added or deleted during the Plan year as approved by the Board of Directors.**3.** **ANNUAL GOAL SETTING**     Each Plan year the Committee will establish overall Company performancegoals which will be the basis for determining incentive compensation awards under thePlan for that year, limited however, to an amount not exceeding the Company’safter-tax earnings for the year, as adjusted for nonrecurring items and extraordinarygains or losses not related to operations. The Committee will also establish aminimum “threshold” level of overall Company performance each year below which noincentive awards will be payable. Awards to individual participants
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will be determined by reference to the overall Company performance goals as maybe established by the Committee and Executive Management for that year.**4.** **OPERATING RULES**     The Committee will promulgate operating rules governing the determination ofincentive awards pursuant to the provisions of this Plan and to the performance goalsestablished thereunder for each Plan year.**5.** **PLAN COMMUNICATIONS**     To ensure the effectiveness of the Plan as an incentive for improvedperformance, copies of this Plan together with the Operating Rules thereunder may befurnished to and reviewed with each participant. In addition, the Chief FinancialOfficer may formally communicate annual Company performance results and potentialincentive award amounts to the participants during each Plan year.**6.** **CHANGE OF CONTROL**     In the event of a change of control, participants will be paid pro rataawards for the number of full months completed in the Plan year preceding the changeof control. Such pro rata awards shall be determined by the Committee based on theperformance goals previously established for the Plan year; provided that the Companyhas recorded positive net earnings for the year-to-date preceding the change ofcontrol.     The following events shall be deemed a “change of control”: (a) any third person or group, as defined in Title 12,Code of Federal Regulations, Section 574.4, shall become the beneficialowner of 25% or more of the total number of shares of the Company;  (b) any change in the majority of persons serving on theBoard of Directors of the Company resulting from or in connection with anycash tender offer, merger or other
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   business combination, sale of assets or contested election of directors, orany combination of the foregoing or;  (c) a sale of substantially all of the assets of theCompany or a transaction causing the Company to cease to be an independentpublicly owned entity; unless, prior to such events, a resolutionspecifically approving such occurrence shall have been adopted by at leasta majority of the Board of Directors of the Company.**7.** **TERMINATION OF EMPLOYMENT, NEW PARTICIPANTS**     In the event of death or termination of employment due to retirement (includingearly and disability retirement) during a Plan year, a participant’s potential award will beprorated based upon the number of full months as a participant. Incentive awards will bepaid in one lump sum after the year-end results have been calculated for the Plan year. Inthe case of death, any such unpaid incentive awards shall be paid to the participant’s estateor designated beneficiary. In all other cases of termination of employment during a Planyear, the participant forfeits any potential award and no payment shall be made to him or herin respect of that year. If an individual becomes a new participant during a Plan year, thepotential incentive compensation award will be determined based upon the number of fullmonths as a participant.**8.** **GENERAL LIMITATIONS AND PROVISIONS** A. Regulatory Capital and Safety and Soundness Tests     Notwithstanding any other provision of this Plan, no incentive awards shall be paid orpayable in respect of any Plan year in which the Company (i) fails to meet any applicablecapital requirements at the Plan year end after giving effect to potential incentive awardshereunder or (ii) receives a safety and soundness MACRO or CAMEL rating of 4 or 5 from afederal financial institution regulatory agency In addition, a MACRO or CAMEL rating of 3 insafety and soundness or compliance exams, or less than “satisfactory” in a CRA exam, mayreduce the incentive awards of this Plan.
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 B.  Amendment and Termination of Plan     The Committee reserves the right to amend or terminate the Plan at any time withoutaffecting the rights of the participants to unpaid amounts accrued, if any, in respect of aprior or current Plan year. No participant shall have a vested interest in any amountaccrued during a Plan year until individual awards are determined and approved by the Boardof Directors following the completion of that year. C. Not an Employment Agreement     Nothing contained in the Plan shall give any Employee the right to be retained in theemployment of the Company or affect the right of the Company to dismiss any Employees. Theadoption of the Plan shall not constitute a contract between the Company and any Employee.No Employee shall receive any right to be granted an award hereunder nor shall any such awardbe considered as compensation under any employee benefit plan of the Company except asotherwise determined by the Board of Directors or by the provisions of any such benefit plan. D. Prohibition Against Assignment     Except insofar as may otherwise be required by law, no amount payable at any time underthe Plan shall be subject in any manner to alienation by anticipation, sale, transfer,assignment, bankruptcy, pledge, attachment, charge, or encumbrance of any kind nor in anymanner be subject to the debts or liabilities of any person and any attempt to so alienate orsubject any such amount, whether presently or thereafter payable, shall be void. If anyperson shall attempt to, or shall, alienate, sell, transfer, assign, pledge, attach, charge,or otherwise encumber any amount payable under the Plan, or any part thereof, or if by reasonof his bankruptcy or other event happening at any such time such amount would be made subjectto his debts or liabilities or would otherwise not be enjoyed by him, then the Board ofDirectors, if it so elects, may direct that such amount be withheld and that the same or anypart thereof be paid or
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applied to or for the benefit of such person, his spouse, children or the dependents, orany of them, in such manner and proportion as the Board of Directors may deem proper. E. Absence of Trust     Nothing contained in the Plan and no action taken pursuant to its provision, shallcreate or be construed to create a trust of any kind, or a fiduciary relationship between theCompany and the Employee or any other person. To the extent that any person acquires a rightto receive payments from the Company under this Plan, such right shall be no greater than theright of an unsecured general creditor of the Company. All payments to be made hereundershall be paid in cash from the general funds of the Company and no special or separate fundsshall be established and no segregation of assets shall be made to assure payments of suchamounts. F. Governing Law     The Plan shall be governed by and construed in accordance with the laws of the Stateof Ohio.
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