AGREEMENT RELATING TO FILING OF JOINT STATEMENT PURSUANT TO RULE 13d-1(k) UNDER THE SECURITIES EXCHANGE ACT OF 1934 The undersigned agree that this Amendment No. 1 to the Statement of Schedule 13G to which this Agreement is attached is filed on behalf...Agreement • February 17th, 2004 • PVF Capital Corp • Savings institution, federally chartered
The undersigned agree that this Amendment No. 1 to the Statement of Schedule 13G to which this Agreement is attached is filed on behalf of each of them.
FIRST CHANGESeverance Agreement • May 26th, 2009 • PVF Capital Corp • Savings institution, federally chartered
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 ____________...Stock Option Agreement • October 23rd, 2000 • PVF Capital Corp • Savings institution, federally chartered • Ohio
AMENDMENT TO AGREEMENT AND PLAN OF MERGER ----------------------------Agreement and Plan of Merger • October 1st, 2007 • PVF Capital Corp • Savings institution, federally chartered
FORM OF RESTRICTED STOCK AWARD AGREEMENT FOR THE PVF CAPITAL CORP. 2008 EQUITY INCENTIVE PLANPVF Capital Corp • March 3rd, 2009 • Savings institution, federally chartered
AGREEMENTAgreement • October 6th, 2008 • PVF Capital Corp • Savings institution, federally chartered • Ohio
AGREEMENTAgreement • October 6th, 2008 • PVF Capital Corp • Savings institution, federally chartered • Ohio
Exhibit 10.3 FORM OF SEVERANCE AGREEMENT This AGREEMENT is made and entered into this 26th day of October, 1999, by and among PVF Capital Corp. (the "Corporation"), a corporation organized under the laws of the State of Ohio, Park View Federal Savings...Form of Severance Agreement • September 27th, 2002 • PVF Capital Corp • Savings institution, federally chartered
STANDBY PURCHASE AGREEMENTStandby Purchase Agreement • December 9th, 2009 • PVF Capital Corp • Savings institution, federally chartered • New York
This STANDBY PURCHASE AGREEMENT (this “Agreement”), dated as of , 2009, is by and among PVF Capital Corp., an Ohio corporation (the “Company”), and (a “Standby Purchaser”).
AGENCY AGREEMENT PVF Capital Corp. (an Ohio corporation) Up to 17,142,857 Shares of Common Stock Including Subscription Rights to Purchase up to 14,706,247 Shares of Common Stock February 17, 2010Agency Agreement • February 23rd, 2010 • PVF Capital Corp • Savings institution, federally chartered • New York
PVF Capital Corp., an Ohio corporation (the “Company”) hereby confirms the agreement with Stifel, Nicolaus & Company, Incorporated (the “Agent”), subject to the terms and conditions set forth below, with respect to the proposed distribution by the Company to its shareholders of rights entitling their holders to subscribe for shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”).
AGREEMENT AND PLAN OF MERGER dated as of July 24, 2007 by and among UNITED COMMUNITY FINANCIAL CORP., THE HOME SAVINGS AND LOAN COMPANY OF YOUNGSTOWN, OHIO, PVF CAPITAL CORP. and PARK VIEW FEDERAL SAVINGS BANKAgreement and Plan of Merger • July 30th, 2007 • PVF Capital Corp • Savings institution, federally chartered • Ohio
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of July 24, 2007, is made and entered into by and among United Community Financial Corp., an Ohio corporation (“UCFC”); The Home Savings and Loan Company of Youngstown, Ohio, an Ohio savings bank (“Home Savings”); PVF Capital Corp., an Ohio corporation (“PVFC”); and Park View Federal Savings Bank, a federal savings bank (“Park View”).
AGREEMENT AND PLAN OF MERGER between F.N.B. CORPORATION and PVF CAPITAL CORP. DATED: AS OF FEBRUARY 19, 2013Agreement and Plan of Merger • February 22nd, 2013 • PVF Capital Corp • Savings institution, federally chartered • Pennsylvania
AGREEMENT AND PLAN OF MERGER, dated as of February 19, 2013 (this “Agreement”), between F.N.B. CORPORATION, a Florida corporation (“FNB”), and PVF CAPITAL CORP., an Ohio corporation (“PVFC”).
AMENDED AND RESTATED SEVERANCE AGREEMENT (Jeffrey N. Male)Severance Agreement • February 17th, 2009 • PVF Capital Corp • Savings institution, federally chartered • Ohio
This AGREEMENT was originally entered into on the 26th day of October, 1999, by and among PVF Capital Corp. (the “Corporation”), a corporation organized under the laws of the State of Ohio, Park View Federal Savings Bank (the “Bank”), an OTS-chartered, FDIC-insured savings association with its main office located in Cleveland, Ohio and Jeffrey N. Male (the “Executive”) and was subsequently amended on January 29, 2001, April 30, 2007, July 24, 2007 and May 6, 2008 (the “Agreement”). The Agreement is now amended and restated in its entirety effective December 30, 2008. Any reference to the “Board of Directors” herein shall mean the Board of Directors of the Corporation or the Bank or a committee serving at the pleasure of the Board of Directors of the Bank.
STANDBY PURCHASE AGREEMENTStandby Purchase Agreement • February 23rd, 2010 • PVF Capital Corp • Savings institution, federally chartered • Ohio
This STANDBY PURCHASE AGREEMENT (this “Agreement”), dated as of February 17, 2010, is by and among PVF Capital Corp., an Ohio corporation (the “Company”), and Short Vincent Partners II, L.P., an Ohio limited partnership (the “Standby Purchaser”).
RESTRICTED STOCK AWARD AGREEMENT FOR THE PVF CAPITAL CORP. 2008 EQUITY INCENTIVE PLANRestricted Stock Award Agreement • May 16th, 2011 • PVF Capital Corp • Savings institution, federally chartered
This Award Agreement is provided to [—] (the “Participant”) by PVF Capital Corp. (the “Company”) as of September 16, 2010, the date the Compensation Committee of the Board of Directors (the “Committee”) awarded the Participant a restricted stock award pursuant to the PVF Capital Corp. 2008 Equity Incentive Plan (the “2008 Plan”), subject to the terms and conditions of the 2008 Plan and this Award Agreement:
PVF CAPITAL CORP. RESTRICTED STOCK AWARD AGREEMENT (DIRECTORS)Restricted Stock Award Agreement • February 14th, 2012 • PVF Capital Corp • Savings institution, federally chartered • Ohio
PVF Capital Corp. (“the Company”) hereby grants the undersigned Participant an Award of restricted Shares of the Company (“Restricted Stock”), subject to the terms and conditions described in the PVF Capital Corp. 2010 Equity Incentive Plan (the “Plan”) and this Restricted Stock Award Agreement (this “Award Agreement”).
Amendment to Severance Atachment January 29. 2001 pg 2PVF Capital Corp • February 17th, 2009 • Savings institution, federally chartered • Ohio
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
COMMON STOCK WARRANT OF PVF CAPITAL CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF OHIOPVF Capital Corp • May 14th, 2010 • Savings institution, federally chartered • Ohio
THIS CERTIFIES THAT, for value received, (the “Investor”) is entitled to subscribe for and purchase shares (the “Shares”) of the fully paid and nonassessable Common Stock of PVF CAPITAL CORP., an Ohio corporation (the “Company”), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “Common Stock” shall mean the Company’s duly authorized Common Stock, and any stock into or for which such Common Stock may hereafter be exchanged pursuant to the Articles of Incorporation of the Company as from time to time amended as provided by law and in such Articles, and the term “Grant Date” shall mean the date set forth above.
JOINT CANCELLATION DIRECTION AND RELEASEJoint Cancellation Direction and Release • November 9th, 2009 • PVF Capital Corp • Savings institution, federally chartered • New York
THIS JOINT CANCELLATION DIRECTION AND RELEASE, dated as of September 3, 2009 (this “Cancellation Direction”) is entered into by and among PVF CAPITAL CORP. (the “Company”), PVF CAPITAL TRUST I (the “Trust”) and The Bank of New York Mellon Trust Company, National Association, (as successor to JPMorgan Chase Bank) (“BNYM”), not in its individual capacity, but solely as Institutional Trustee (as defined in the Trust Agreement described below) and as Trustee (as defined in the Indenture described below).
ContractPVF Capital Corp • January 7th, 2010 • Savings institution, federally chartered • New York
EXCHANGE AGREEMENTExchange Agreement • November 9th, 2009 • PVF Capital Corp • Savings institution, federally chartered • Ohio
THIS EXCHANGE AGREEMENT (this “Agreement”), dated as of October 9, 2009, by and among each of the individuals whose name and address is set forth on the signature pages to this Agreement (each such individual an “Investor” and, collectively, the “Investors”), and PVF CAPITAL CORP., an Ohio corporation (the “Company”).
EMPLOYMENT AGREEMENT FOR ROBERT J. KING, JR.Employment Agreement • September 28th, 2009 • PVF Capital Corp • Savings institution, federally chartered • Ohio
This Employment Agreement (the “Agreement”) is made this day of , 2009 by and between PVF Capital Corp., an Ohio corporation (the “Company”), its wholly-owned subsidiary, Park View Federal Savings Bank, a federally chartered stock savings bank (the “Bank”) (the Company and the Bank shall hereinafter sometimes be referred to collectively as the “Employer”), and Robert J. King, Jr. (“Executive”).
November 6, 2009 PERSONAL AND CONFIDENTIAL Mr. Robert J. King, Jr. Chief Executive Officer PVF Capital Corp. 30000 Aurora Road Solon, OH 44139 Dear Mr. King:Letter Agreement • November 12th, 2009 • PVF Capital Corp • Savings institution, federally chartered • Ohio
This letter agreement (this “Agreement”) is to confirm our understanding of the basis upon which Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”) is being engaged by PVF Capital Corp. (together with any present and future subsidiaries and affiliates of PVF Capital Corp., the “Company”) to act as the Company’s exclusive financial advisor and to perform the following investment banking services: (a) serving as exclusive financial and marketing advisor to the Company in connection with a proposed rights offering of the Company’s common shares to the Company’s existing shareholders (the “Rights Offering”); (b) serving as exclusive placement agent to the Company in connection with (i) the private placement of any of the common shares of the Company (or rights to purchase such common shares) not subscribed for in the Rights Offering by the Company’s existing shareholders or any standby purchasers; (ii) the private placement or purchase of any of the common shares of the Company (
Agreement ---------PVF Capital Corp • March 4th, 2009 • Savings institution, federally chartered • Ohio
COMMON STOCK WARRANT OF PVF CAPITAL CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF OHIOPVF Capital Corp • November 9th, 2009 • Savings institution, federally chartered • New York
This Warrant is issued in connection with the Exchange Agreement of even date herewith executed by and among the Investor, Cohen & Company Financial Management, LLC, and the Company (the “Exchange Agreement”).
COMMON STOCK WARRANT OF PVF CAPITAL CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF OHIOPVF Capital Corp • November 9th, 2009 • Savings institution, federally chartered • New York
This Warrant is issued in connection with the Exchange Agreement of even date herewith executed by and among the Investor, Cohen & Company Financial Management, LLC, and the Company (the “Exchange Agreement”).
NONQUALIFIED STOCK OPTION AWARD AGREEMENT FOR THE PVF CAPITAL CORP. 2008 EQUITY INCENTIVE PLANNonqualified Stock Option Award Agreement • May 16th, 2011 • PVF Capital Corp • Savings institution, federally chartered
This Award Agreement is provided to [—] (the “Participant”) by PVF Capital Corp. (the “Company”) as of September 16, 2010, the date the Compensation Committee of the Board of Directors (the “Committee”) granted the Participant the right and option to purchase Shares pursuant to the PVF Capital Corp. 2008 Equity Incentive Plan (the “2008 Plan”), subject to the terms and conditions of the 2008 Plan and this Award Agreement:
PVF CAPITAL CORP. STOCK-OPTION STOCK APPRECIATION RIGHT AWARD AGREEMENTStock-Option Stock Appreciation Right Award Agreement • February 13th, 2013 • PVF Capital Corp • Savings institution, federally chartered • Ohio
PVF Capital Corp. (the “Company”) hereby grants the undersigned Participant a Stock-Option Stock Appreciation Right (“SOSAR”) with respect to the Company’s Shares, subject to the terms and conditions described in the PVF Capital Corp. 2010 Equity Incentive Plan (the “Plan”) and this Stock-Option Stock Appreciation Right Award Agreement (this “Award Agreement”).
AGREEMENT TO FURNISH INSTRUMENTS AND AGREEMENTS DEFINING RIGHTS OF HOLDERS OF LONG-TERM DEBTPVF Capital Corp • September 21st, 2012 • Savings institution, federally chartered
AGREEMENT TO FURNISH INSTRUMENTS AND AGREEMENTS DEFINING RIGHTS OF HOLDERS OF LONG-TERM DEBTPVF Capital Corp • September 27th, 2013 • Savings institution, federally chartered
COMMON STOCK WARRANT OF PVF CAPITAL CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF OHIOPVF Capital Corp • May 14th, 2010 • Savings institution, federally chartered • Ohio
THIS CERTIFIES THAT, for value received, _________ (the “Investor”) is entitled to subscribe for and purchase shares (the “Shares”) of the fully paid and nonassessable Common Stock of PVF CAPITAL CORP., an Ohio corporation (the “Company”), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “Common Stock” shall mean the Company’s duly authorized Common Stock, and any stock into or for which such Common Stock may hereafter be exchanged pursuant to the Articles of Incorporation of the Company as from time to time amended as provided by law and in such Articles, and the term “Grant Date” shall mean the date set forth above.
EXCHANGE AGREEMENTExchange Agreement • November 9th, 2009 • PVF Capital Corp • Savings institution, federally chartered • New York
THIS EXCHANGE AGREEMENT (this “Agreement”), dated as of September 1, 2009, by and among ALESCO PREFERRED FUNDING IV, LTD., a Cayman Islands exempted company (the “Alesco CDO”), COHEN & COMPANY FINANCIAL MANAGEMENT, LLC (“Manager”), and PVF CAPITAL CORP., an Ohio bank holding company (the “Company”).
GUARANTEE AGREEMENT PVF CAPITAL CORP. Dated as of July 6, 2006PVF Capital Corp • September 28th, 2009 • Savings institution, federally chartered • New York
TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION SECTION 1.1. Definitions and Interpretation 1 ARTICLE II POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE SECTION 2.1. Powers and Duties of the Guarantee Trustee 4 SECTION 2.2. Certain Rights of the Guarantee Trustee 5 SECTION 2.3. Not Responsible for Recitals or Issuance of Guarantee 7 SECTION 2.4. Events of Default; Waiver 7 SECTION 2.5. Events of Default; Notice 8 ARTICLE III THE GUARANTEE TRUSTEE SECTION 3.1. The Guarantee Trustee; Eligibility 8 SECTION 3.2. Appointment, Removal and Resignation of the Guarantee Trustee 9 ARTICLE IV GUARANTEE SECTION 4.1. Guarantee 9 SECTION 4.2. Waiver of Notice and Demand 10 SECTION 4.3. Obligations Not Affected 10 SECTION 4.4. Rights of Holders 11 SECTION 4.5. Guarantee of Payment 11 SECTION 4.6. Subrogation 11 SECTION 4.7. Independent Obligations 12 SECTION 4.8. Enforcement 12 -i-
