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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 Richard M. Osborne and Richard M. Osborne Trust (collectively,
the "Osborne
Parties") on behalf of themselves and their respective affiliates
(the PVF
Parties and the Osborne 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
Richard M. Osborne will be appointed as a director of PVF by the
Board. Mr.
Osborne will be appointed to the class of directors with terms
expiring at PVF's
2010 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.
Osborne 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 Osborne
Parties is a
"management official" of LNB Bancorp, Inc. ("LNB") or a "depository
institution"
subsidiary thereof. Such determination that none of the Osborne
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.
Osborne 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. Osborne shall provide to PVF; (ii) PVF shall have received a
certificate
executed by Mr. Osborne 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.
Osborne, nor does he have any other obligation, to act on behalf of
Mr. Osborne
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. Osborne as a director
of PVF, the board of directors of the Bank will appoint Mr. Osborne
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, in the event
that any time
prior to the scheduled expiration of his initial term as a
director, Mr. Osborne
is unable to serve as a director, whether because of resignation,
removal or
otherwise, Mr. Osborne shall be entitled to designate a substitute
nominee who
is reasonably acceptable to the Board, and PVF shall cause such
reasonably
acceptable nominee to be appointed to the Board to complete Mr.
Osborne'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 Osborne Parties do not beneficially
own (as
determined in accordance with Rule 13d-3 promulgated under the
Exchange Act), in
the aggregate, at least 1.2% of PVF's outstanding common stock, Mr.
Osborne's
right to designate such substitute nominee shall terminate.
2. STANDSTILL
The Osborne Parties each agree that, beginning as of the date
hereof
and continuing for Mr. Osborne's initial term as a director of PVF
but not to
exceed two years from the date of this Agreement (the
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"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,
restructuring, recapitalization or similar transaction to or with
PVF or
otherwise seek, alone or in concert with others to control or
change the
management, Board or policies of PVF or nominate any person as a
director of PVF
or the Bank who is not nominated by the then incumbent directors,
or propose any
matter to be voted upon by the stockholders of PVF;
(v) make
or cause to be made a proposal for
