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PARK VIEW FEDERAL SAVINGS BANK
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
ARTICLE 1
DEFINITIONS
Section 1.1 ADMINISTRATOR. The Administrator of the Plan shall be the
Compensation Committee.
Section 1.2 ACTUARIAL EQUIVALENT. At any date, with respect to any Plan
Benefit hereunder, a payment or payments equal in the aggregate
to the value at such date of such Plan Benefit determined
actuarially on the basis of the current Pension Benefit Guarantee
Corporation ("PBGC") interest rate and the mortality table
currently used by the PBGC at such date.
Section 1.3 BANK. Park View Federal Savings Bank, a federally chartered
savings association, or any successor thereto as provided in
Section 10.12 herein.
Section 1.4 BOARD. The Board of Directors of Park View Federal Savings Bank.
Section 1.5 COMPENSATION COMMITTEE. The Compensation Committee of the Board
of Directors of Park View Federal Savings Bank.
Section 1.6 CODE. The Internal Revenue Code of 1986, as amended, or as it may
be amended from time to time.
Section 1.7 COMPANY. PVF Capital Corporation, an Ohio corporation, or any
successor thereto as provided in Section 10.12 herein, or any
subsidiary thereof.
Section 1.8 EFFECTIVE DATE. The effective date of the Plan shall be July 1,
1998.
Section 1.9 PLAN. The Park View Federal Savings Bank Supplemental Executive
Retirement Plan.
Section 1.10 PLAN Benefit. Retirement benefits payable under the Park View
Federal Savings Bank Supplemental Executive Retirement Plan.
Section 1.11 PARTICIPANT. An employee who is eligible to participate in the
Park View Federal Savings Bank Supplemental Executive Retirement
Plan.
Section 1.12 RETIREMENT DATE. The first day of any calendar month following
the Participant's sixty fifth (65th) birthday on which the
Participant elects to retire, or such earlier date as the Board,
by resolution, may agree to grant the Participant early
retirement.
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ARTICLE 2
PURPOSE OF PLAN
Section 2.1 PURPOSE. The Plan is designed to provide retirement benefits
payable out of the general assets of the Bank as provided in
Article 4.
ARTICLE 3
ELIGIBILITY
Section 3.1 ELIGIBILITY. Eligibility to participate in the Plan is limited to
Employees of the Bank who are designated by the Compensation
Committee of the Board of Directors of the Bank.
ARTICLE 4
BENEFITS
Section 4.1 AMOUNT OF BENEFITS. The annual amount of benefits payable to each
Participant under the Plan shall be equal to sixty percent (60%)
of the Participant's Final Pay, reduced by the Actuarial
Equivalent of the annual benefits payable to the Participant
under the Bank's Qualified Retirement Plans consistent with the
form of benefits paid under Section 4.2. For purposes of this
Section, the reduction for benefits payable under Qualified
Retirement Plans shall not include elective deferrals made by the
employee and earnings thereon. For purposes of this Section,
Final Pay shall be defined as the highest year's combined salary
and target bonus (as defined in the Bank's Management Incentive
Compensation Plan established July 1, 1997) during the last five
years of the Participant's employment with the Bank. The
determination of combined salary and target bonus shall include
any amounts electively deferred by the Participant to any of the
Bank's qualified or nonqualified employee benefit plans.
Section 4.2 FORM OF BENEFIT PAYMENTS. The benefits payable to or on behalf of
a Participant as determined under Section 4.1 shall be paid in
the form of a single life annuity or converted to the Actuarial
Equivalent joint and survivor annuity.
The Participant may petition the Compensation Committee of the
Board to have the Plan Benefits payable under this Section
converted to the Actuarial Equivalent single lump sum
distribution.
Section 4.3 TIME OF BENEFIT PAYMENTS. Payment of benefits (annuity payments
or the lump sum equivalent of the annuity payments if approved by
the Compensation Committee) due under the Plan to the Participant
shall
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commence on the Participant's Normal Retirement Date or, such
earlier date as otherwise provided in this Agreement or as the
Compensation Committee of the Board may, by resolution, otherwise
determine. Subsequent annual payments of benefits shall be paid
to the Participant each year, thereafter, on the anniversary date
of the initial payment described in the previous sentence.
Annuity payments shall continue for the lifetime of the
Participant, or for the joint lives of the Participant and his or
her spouse if actuarially converted pursuant to Section 4.2. In
the event the Participant dies prior to commencement of benefit
payments, the benefits payable shall be paid in a lump sum
Actuarial Equivalent to the named beneficiary under Article 7
herein within one year from the date of death of the Participant.
ARTICLE 5
VESTING
Section 5.1 PRO RATA VESTING. Provided that the Participant has remained
continuously in the employ of the Bank (except for normal vacation
time and such other leaves of absence as may be approved by the
Board), the Participant shall vest in the Plan Benefits described
in Article 4 of this Agreement each year, on a pro rata basis,
beginning with the one year anniversary date of the effective date
that the Participant becomes eligible to participate in the Plan
and continuing with each succeeding annual anniversary date
thereafter until the Participant's attainment of age sixty-five
(65). Upon the Participant's attainment of age sixty-five (65) and
provided the Participant has remained continuously in the employ of
the Bank, the Participant shall be fully vested in the Plan
Benefits described in Article 4 of this Agreement.
Section 5.2 EXAMPLE. A Participant is age forty-five (45) at the effective date
of this Agreement. Assuming the Participant remains in the employ
of the Bank for another fifteen (15) years until he is age sixty
(60), he will be entitled to an annual benefit under Article 4 and
Section 5.1 of this Agreement that is equal to forty-five percent
(45%) of the Participant's highest combined salary and target bonus
during the last five years of his employment determined as follows:
15 years credited service x 60% Final Pay = 45% Final Pay at
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20 year vesting period age sixty-five (65)1
Years of credited service shall be equal to the number of years the
Participant remains in the employ of the Bank after becoming an
eligible Participant of the Plan as determined by the Board.
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1 If payments begin earlier than age sixty-five (65), the benefit will be
actuarially reduced. If requested by the Participant and approved by the
Compensation Committee, the actuarially reduced lump sum equivalent may be paid
in lieu of annual benefits.
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Vesting period shall be equal to the difference between
sixty-five (65) and the Participant's age at the time he becomes
a Participant in the Plan.
Section 5.3 DEATH OR DISABILITY. In the event that the Participant dies or
becomes permanently and totally disabled while in the employ of
the Bank and prior to age sixty-five (65), the Participant shall
become fully vested in the Plan Benefits described in Article 4
of this Agreement.
(a) For purposes of this Agreement, total disability means the
Participant's inability to engage in his or her occupation as a
result of sickness or bodily injury.
(b) If any dispute arises as to whether the Participant is or was
physically or mentally unable to perform his duties pursuant to
this Agreement, the parties shall submit such questions to a
licensed physician agreed upon by the parties, or, if the parties
are unable to agree, to a licensed physician appointed by the
President of the Academy of Medicine of Cleveland located in
Cleveland, Ohio, at the request of either party. The Participant
shall submit to such examinations and provide information as such
physician may request and the determination of such physical as
to the Participant's physical or mental condition shall be
binding and conclusive on the parties. The Bank agrees to pay the
cost of any such physician and examinations.
Section 5.4 EARLY RETIREMENT. In the event the Participant wishes to retire
prior to age sixty-five (65), the Compensation Committee of the
Board may agree, by resolution, to fully vest the Participant in
the entire Plan Benefit described in Article 4. The Compensation
Committee of the Board may also agree, by resolution, and with
the approval of the Participant, to begin payment of the
Participant's Plan Benefits prior to the Participant's attainment
of age sixty-five (65). Benefits commencing earlier than the
Participant's age 65 will be actuarially reduced for the
Participant's age at commencement.
Section 5.5 CHANGE IN CONTROL. (a) In the event of a change in control of the
Company, the entire Plan Benefit described in Article 4 shall
become fully vested and be immediately payable to the Participant
in full.
(b) For purposes of this Agreement, a change in control shall
mean:
(i) The acquisition by a person or persons acting in concert
of the power to vote twenty-five percent (25%) or more of a class
of the Company's voting securities, or the acquisition by a
person of the power to direct the Company's management or
policies, if the Board of Directors or the Office of Thrift
Supervision (the "OTS") or successor regulatory agency has made a
determination that such acquisition constitutes or will
constitute an acquisition of control of the Company for the
purposes of the Savings and Loan Holding
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Company Act or the Change in Bank Control Act and the regulations
thereunder (12 CFR Part 574 or any successor provision);
(ii) during the period of two (2) consecutive years during
the term of this Agreement, individuals who at the beginning of
such period constitute the Board of Directors of the Company
cease for any reason to constitute at least a majority thereof,
unless the election of each director who was not a director at
the beginning of such period has been approved in advance by
directors representing at least two thirds (2/3) of the directors
then in office who were directors in office at the beginning of
the period;
(iii) the Company shall have merged into or consolidated
with another company, or merged another company into the Company,
on a basis whereby less than fifty percent (50%) of the total
voting power of the surviving company is represented by shares
held by former shareholders of the Company prior to such merger
or consolidation; or
(iv) The Company shall have sold (i) substantially all of
its assets; or, (ii) the Bank, to another person. The term
"person" refers to an individual, corporation, partnership,
trust, association, joint venture, pool, syndicate, sole
proprietorship, unincorporated organization or other entity.
ARTICLE 6
TERMINATION FOR CAUSE
Section 6.1 In the event of the termination of the Participant for Cause, the
Bank shall have no further obligations under this Agreement other
than payment to the Participant at the Retirement Date of any
vested portion of the Plan Benefit. For purposes of this
Agreement, Cause shall be defined as termination as a result of
the Participant's personal dishonesty, incompetence, willful
misconduct, breach of fiduciary duty involving personal profit,
intentional failure to perform stated duties, willful violation
of any law, rule or regulation (other than traffic violations or
similar offenses) or final cease-and-desist order or material
breach of any provision of this Agreement.
Sections 6.2 If any events specified in Section 563.39(b)(2) through (5) of
the OTS Regulations (or any successor provision thereto) shall
occur, the Participant's rights under this Agreement shall be
determined in accordance with the provisions of such Sections.
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ARTICLE 7
BENEFICIARY DESIGNATION
Section 7.1 BENEFICIARY DESIGNATION. Each Participant shall have the right,
at any time, to designate any person or persons as his
Beneficiary or Beneficiaries (both primary and contingent) to
whom payment under this Plan shall be paid in the event of death
prior to complete distribution of the Participant's Plan Benefits
under the Plan. Each Beneficiary Designation shall be in a
written form prescribed by the Administrator and will be
effective only when filed with the Administrator during the
Participant's lifetime.
Section 7.2 AMENDMENTS. Any Beneficiary Designation may be changed by a
Participant without the consent of any designated Beneficiary by
the filing of a new Beneficiary Designation with the
Administrator. The filing of a new Beneficiary Designation form
will cancel all Beneficiary Designations previously filed.
Section 7.3 NO BENEFICIARY DESIGNATION. If any Participant fails to designate
a Beneficiary in the manner provided above, or if the Beneficiary
designated by a deceased Participant predeceases the Participant,
the Administrator shall direct the Bank to distribute such
Participant's remaining benefits under the Plan as follows:
a. To the Participant's surviving spouse, if any; or
b. If the Participant has no surviving spouse, then to the
Participant's children in equal shares by right of
representation; or
c. If the Participant shall have no surviving spouse or
children, then to the Participant's estate; or
d. In the absence of a will, in accordance with the intestate
statute of the Participant's domicile.
Section 7.4 EFFECT OF PAYMENT. Payment to the Beneficiary or as provided in
Section 4.3 above, shall completely discharge the Bank's
obligations under this Plan.
Section 7.5 DEATH OF BENEFICIARY. Following commencement of payment of
benefits under the Plan, if the Beneficiary designated by the
deceased Participant dies before receiving complete distribution
of such benefits any remaining benefits shall be paid:
a. As designated by the Beneficiary in a written form prescribed
by the Administrator which is effective only when filed with
the Administrator during the Beneficiary's lifetime; or
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b. If the Beneficiary shall not have made such designation, then
to the Beneficiary's estate.
ARTICLE 8
CLAIMS PROCEDURE
Section 8.1 CLAIM. Any person claiming a benefit under the Plan, requesting
an interpretation or ruling under the Plan, or requesting
information under the Plan shall present the request in writing
to the Administrator who shall respond in writing as soon as
practicable, and in no event later than ninety (90) days after
the date of the written request.
Section 8.2 DENIAL OF CLAIM. If the claim or request is denied, the written
notice of denial shall be made within ninety (90) days of the
date of receipt of such claim or request by the Administrator and
shall state:
a. The reason for denial, with specific reference to the Plan
provision on which the denial is based.
b. A description of any additional material or information
required and an explanation of why it is necessary.
c. An explanation of the Plan's claim review procedure.
Section 8.3 REVIEW OF CLAIM. Any person whose claim or request is denied or
who has not received a response within ninety (90) days may
request review by notice given in writing to the Administrator
within (60) days of receiving a response or one hundred fifty
(150) days from the date the claim was received by the
Administrator. The claim or request shall be reviewed by the
Administrator who may, but shall not be required to, grant the
claimant a hearing. On review, the claimant may have
representation, examine pertinent documents, and submit issues
and comments in writing.
Section 8.4 FINAL DECISION. The decision on review shall normally be made
within sixty (60) days after the Administrator's receipt of a
request for review. If an extension of time is required for a
hearing or other special circumstances, the claimant shall be
notified and the time limit shall be one hundred twenty (120)
days after the Administrator's receipt of a request for review.
The decision shall be in writing and shall state the reasons and
relevant Plan provision. All decisions on review shall be final
and bind all parties concerned.
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ARTICLE 9
AMENDMENT OF PLAN
Section 9.1 AMENDMENT OF PLAN. The Board may, at any time, amend the Plan in
whole or in part, provided, however, that no amendment shall be
effective to decrease or restrict any vested Plan Benefits
accrued under the Plan.
ARTICLE 10
MISCELLANEOUS
Section 10.1 BENEFITS UNFUNDED. The benefits payable under the Plan shall be
paid by the Bank each year out of its general assets.
Section 10.2 UNSECURED GENERAL CREDITOR. Participants have the status of
unsecured general creditors of the Bank. The Bank's obligation
under the Plan shall be merely that of an unfunded and unsecured
promise of the Bank to make benefit payments in the future.
Section 10.3 NONASSIGNABILITY. Neither a Participant nor any other person
shall have any right to alienate, commute, sell, assign,
transfer, pledge, anticipate, mortgage or otherwise encumber,
transfer, hypothecate or convey in advance of actual receipt the
amounts, if any, payable hereunder, or any part thereof, which
are, and all rights which are, expressly declared to be
unassignable and non-transferable. No part of the amounts payable
shall, prior to actual payment, be subject to seizure or
separation for the payment of any other person, nor be
transferable by operation of law in the event of a Participant's
or another person's bankruptcy or insolvency.
Section 10.4 PAYMENT OF TAXES. The Bank shall have the right to deduct from
all benefits paid hereunder any Federal, state or local taxes
required to be withheld with respect to such benefit payments.
Section 10.5 NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this
Plan shall not be deemed to constitute a contract of employment
between the Bank and the Participant, except as may otherwise be
specifically provided herein. Moreover, nothing in this Plan
shall be deemed to give the Participant the right to be retained
in the service of the Bank or to interfere with the right of the
Bank to discipline or discharge the Participant at any time.
Section 10.6 PARTICIPANT COOPERATION. A Participant will cooperate with the
Bank by furnishing any and all information requested by the Bank
in order to facilitate the payment of benefits hereunder and such
other action as may be requested by the Bank.
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Section 10.7 TERMS. Whenever any words are used herein in the masculine, they
shall be construed as though they were used in the feminine in
all cases where they would so apply; and wherever any words are
used herein in the singular or in the plural, they shall be
construed as though they were used in the plural or the singular,
as the case may be, in all cases where they would so apply.
Section 10.8 CAPTION. The captions of articles, sections, and paragraphs of
the Plan are for convenience only and shall not control or affect
the meaning or construction of any of its provisions.
Section 10.9 GOVERNING Law. This agreement shall, except to the extent that
Federal Laws (including a law, rule or regulation of the OTS or
Federal Deposit Insurance Corporation (FDIC)) shall be deemed to
apply, be governed by and construed and enforced in accordance
with the laws of Ohio.
Section 10.10 VALIDITY. In case any provision of this Plan shall be held
illegal or invalid for any reason, said illegality or invalidity
shall not affect the remaining parts hereof, but this Plan shall
be construed and enforced as if such illegal and invalid
provision had never been inserted herein.
Section 10.11 NOTICE. All notices or other communications under this Plan shall
be made in writing and either hand delivered or sent by
registered or certified mail to the Administrator.
Section 10.12 SUCCESSORS. All obligations of the Company and the Bank,
respectively, under the Plan shall be binding on any successor to
the Company and the Bank, respectively, whether the existence of
such successor is the result of a direct or indirect purchase,
merger, consolidation or otherwise, of all or substantially all
of the business and/or assets of the Company or the Bank.
IN WITNESS WHEREOF, and pursuant to resolution of the Board of Directors of the
undersigned, the Bank has caused this instrument to be executed by its duly
authorized officer this ____ day of _____________, 1998 but effective as of the
date specified in Section 1.8 herein.
PARK VIEW FEDERAL SAVINGS BANK
By:
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