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EXHIBIT 10.1
AGREEMENT
This Agreement is made by and between PVF Capital Corp. ("PVF")
and
Park View Federal Savings Bank (the "Bank") (collectively, the "PVF
Parties")
and Steven A. Calabrese, CCAG Limited Partnership and Steven A.
Calabrese Profit
Sharing Trust (collectively, the "Calabrese Parties") on behalf of
themselves
and their respective affiliates (the PVF Parties and the Calabrese
Parties
together, collectively, the "Parties"). In consideration of the
covenants,
promises and undertakings set forth herein, and other good and
valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the
Parties hereby agree as follows:
1. BOARD EXPANSION AND MEMBERSHIP
(a) At the
"Effective Date," as determined below, the board of
directors of PVF (the "Board") will be expanded from eight to ten
members, and
Steven A. Calabrese will be appointed as a director of PVF by the
Board. Mr.
Calabrese will be appointed to the class of directors with terms
expiring at
PVF's 2009 annual meeting of stockholders. At all times from and
after the date
of this Agreement, the Board will appoint, at its sole discretion,
all other
persons to fill remaining director positions or vacancies on the
Board. Mr.
Calabrese shall receive the normal compensation and benefits paid
to directors
of PVF and the Bank while he serves as a director thereof. The
Effective Date
shall be determined in the manner set forth below, and shall be the
day
following the date that to the reasonable satisfaction of PVF none
of the
Calabrese Parties is a "management official" of LNB Bancorp, Inc.
("LNB") or a
"depository institution" subsidiary thereof. Such determination
that none of the
Calabrese Parties is a "management official" of LNB or a
"depository
institution" subsidiary thereof shall be made when all of the
following have
occurred: (i) Mr. Calabrese shall have delivered to LNB a written
irrevocable
waiver of his right to designate a nominee and successor nominee to
the Board of
Directors of LNB, a copy of which Mr. Calabrese shall provide to
PVF; (ii) PVF
shall have received a certificate executed by Mr. Calabrese stating
that he is
not a "management official" of LNB or a "depository institution"
subsidiary
thereof; and (iii) PVF shall have received certificates executed by
each of Mr.
Thomas P. Perciak and Mr. Daniel G. Merkel, each of whom currently
is serving as
a director of LNB Bancorp, Inc., that each such individual does not
have any
agreement, express or implied, with Mr. Calabrese, nor does he have
any other
obligation, to act on behalf of Mr. Calabrese with respect to
his
responsibilities as a director of LNB or a "depository institution"
subsidiary
thereof. The terms "management official" and "depository
institution" shall have
the meanings given to them in 12 C.F.R. Part 563f of the Office of
Thrift
Supervision Rules and Regulations.
(b)
Concurrently with the appointment of Mr. Calabrese as a
director
of PVF, the board of directors of the Bank will appoint Mr.
Calabrese as a
director of the Bank.
(c)
Subject to any limitation imposed by law or by any regulatory
authority having jurisdiction over PVF or the Bank, the Board
agrees to
renominate Steven A. Calabrese or such substitute nominee he may
designate
pursuant to Section 1(d) herein for election as a director of PVF
for a
three-year term at PVF's 2009 annual meeting of stockholders and,
if he is
reelected by PVF's stockholders at PVF's 2009 annual meeting of
stockholders, to
reelect him as a director of the Bank at the Bank's 2009 annual
meeting of
stockholders so long as he does not seasonably give notice to the
Company and
the Bank that he does not seek such renomination or reelection at
the time of
such occurrence.
(d)
Subject to any limitation imposed by law or by any regulatory
authority having jurisdiction over PVF or the Bank, in the event
that any time
prior to the scheduled expiration of his initial term as a director
or, if,
pursuant to Section 1(c) herein, he is reelected as a director at
PVF's 2009
annual meeting of stockholders, prior to the scheduled expiration
of the term to
which he is reelected, Mr. Calabrese is unable to serve as a
director, whether
because of resignation, removal or otherwise, Mr. Calabrese shall
be entitled to
designate a substitute nominee who is reasonably acceptable to the
Board, and
PVF shall cause such
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reasonably acceptable nominee to be appointed to the Board to
complete Mr.
Calabrese's initial term as a director, provided such substitute
nominee shall
agree to be bound by the provisions of Sections 2 and 3 herein.
Notwithstanding
the foregoing, if at any time the Calabrese Parties do not
beneficially own (as
determined in accordance with Rule 13d-3 promulgated under the
Exchange Act), in
the aggregate, at least 4.0% of PVF's outstanding common stock, Mr.
Calabrese's
right to designate such substitute nominee shall terminate.
2. STANDSTILL
The Calabrese Parties each agree that, beginning as of the date
hereof
and continuing for a period of two years from the date of this
Agreement, (the
"Standstill Period"), they and their affiliates or associates (as
defined in
Rule 12b-2 promulgated pursuant to the Securities Exchange Act of
1934, as
amended (the "Exchange Act")) will not (and they will not assist or
encourage
others to), directly or indirectly, in any manner, without prior
written
approval of the Board:
(i) make,
or in any way participate in, alone or in concert with
others, any "solicitation" of "proxies" to vote (as such terms are
used in the
proxy rules of the Securities and Exchange Commission promulgated
pursuant to
Section 14 of the Exchange Act) or seek to advise or influence in
any manner
whatsoever any person with respect to the voting of any voting
securities of
PVF, except pursuant to PVF's publication of its proxy
statement;
(ii) form, join
or in any way participate in a "group" within the
meaning of Section 13(d)(3) of the Exchange Act with respect to any
voting
securities of PVF;
(iii) acquire, offer
to acquire or agree to acquire, alone or in
concert with others, by purchase, exchange or otherwise, (a) any of
the assets,
tangible and intangible, of PVF or (b) direct or indirect rights,
warrants or
options to acquire any assets of PVF;
(iv) otherwise
act, alone or in concert with others (except in his
expressing views as a director at meetings of the board of
directors or a
committee of the board of directors of PVF or the Bank), to seek to
offer to PVF
or any of its stockholders any business combination, tender or
exchange offer,
r