AMENDED AND RESTATED SEVERANCE AGREEMENT

Exhibit 10.1

AMENDED AND RESTATED
SEVERANCE AGREEMENT
(John R. Male)

     This AGREEMENT was originally entered into on the 26 ^th 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 John R. 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.

      WHEREAS, the Executive continues to serve as an employee of the Bank and the Corporation; and

      WHEREAS, the parties desire to amend and restate the Agreement in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the rules and regulations promulgated thereunder, without in any way limiting or diminishing the existing benefits of the Executive except as required by 409A.

      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 as follows:

1. NO EMPLOYMENT CONTRACT

     The parties hereto acknowledge and agree that this Agreement is not a management or employment agreement and that nothing in this Agreement shall give the Executive any rights or impose any obligations to continued employment by the Bank or Corporation or any subsidiary or successor of the Bank or Corporation, nor shall it give the Bank or Corporation any rights or impose any obligations for the continued performance of duties by the Executive for the Bank or Corporation or any subsidiary or successor of the Bank or Corporation.

2. TERM OF AGREEMENT

     The initial term of this Agreement shall be for a period of three (3) years commencing October 26, 1999 (hereafter referred to as the “Anniversary Date”). Commencing on the first Anniversary Date of this Agreement, and continuing at each Anniversary Date thereafter, the Agreement shall renew for one (1) additional year beyond the then effective expiration date upon a determination and resolution of the Board of Directors that the performance of the Executive has met the requirements and standards of the Board and that such term shall be extended. If the Board of Directors determines not to extend the term, it shall promptly notify the Executive of such election. Reference herein to the term of this Agreement shall refer both to such initial term

and such extended terms. Unless sooner terminated as set forth herein, this contract shall terminate when the Executive reaches age sixty-five (65).

3. TERMINATION FOR CAUSE

     If the Corporation or Bank terminates the Executive’s employment for Cause (as defined below), all of the Bank’s and Corporation’s obligations hereunder shall immediately terminate as of the termination date. For purposes of this Agreement, termination for “Cause” shall mean only the following events: (i) personal dishonesty; (ii) incompetence; (iii) material breach of any provision of this Agreement; (iv) breach of fiduciary duty involving personal profit; (v) intentional failure to perform stated duties; (vi) a material breach of the reasonable policies and procedures for the operation of the Bank provided to the Executive by formal action of the Bank’s Board of Directors; (vii) willful violation of any law, rule, regulation (other than a law, rule or regulation relating to a traffic violation or similar offense) or final cease-and-desist order; or (viii) willful misconduct.

4. VOLUNTARY TERMINATION OF AGREEMENT

     This Agreement may be terminated by the Executive at any time upon ninety (90) days’ written notice to either the Bank or the Corporation or upon such shorter period as may be agreed upon between the Executive and the Board of Directors.

5. DEATH AND DISABILITY BENEFITS

     In the event the Executive dies prior to his retirement, the Executive’s beneficiary or his estate will be entitled to the benefits provided under Section 6(a) and (b) of this Agreement. In the event the Executive becomes disabled and his employment with the Corporation and the Bank is terminated, the Executive will be entitled to the benefits provided under Section 6(a), (b) and (c) of this Agreement. For purposes of this Agreement, “disability” means a physical or mental infirmity that impairs Executive’s ability to substantially perform his duties under this Agreement and results in Executive becoming eligible for long-term disability benefits under any long-term disability plans of the Bank (or, if no such benefits exist, that impairs Executive’s ability to substantially perform his duties under this Agreement for a period of at least one hundred eighty (180) consecutive days). The Board of Directors, in good faith, shall determine whether or not Executive becomes and continues to be permanently disabled for purposes of this Agreement, based upon competent medical advice and other factors that the Board of Directors reasonably believes to be relevant. As a condition to any benefits, the Board of Directors may require Executive to submit to physical or mental evaluations and tests as the Board of Directors or its medical experts deem reasonably appropriate.

6. SEVERANCE PAYMENTS OR TERMINATION BENEFITS

     For purpose of this Agreement, the severance payments and termination benefits specified in this Section 6 shall be payable to the Executive subsequent to the occurrence of one of the following events:

     (a) Upon the Executive’s termination as a result of one of the events specified in this Section 6, the Bank or Corporation shall pay to Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a sum equal to three (3) times the Executive’s annual compensation. For purposes of this paragraph, “annual compensation” shall be defined as the Executive’s then current base salary plus annual incentive compensation for the calendar year immediately preceding the year in which the above-mentioned event occurs. Such payment shall be paid to the Executive in a lump sum within thirty (30) days of the Executive’s date of termination. The amount payable to the Executive hereunder shall not be reduced for the time value of money or discounted to present value.

     (b) Upon the Executive’s termination as a result of one of the events specified in this Section 6, the Bank or Corporation shall cause the Executive to become fully vested in any qualified and/or nonqualified plans, programs or arrangements in which the Executive participated, notwithstanding any provisions contained in the respective Agreement of the plan, program or arrangement. The Bank shall also contribute to the Executive’s 401(k) Plan Account the Bank’s matching and/or profit sharing which would have been paid had the Executive remained in the employ of the Bank throughout the remainder of the 401(k) Plan year.

     (c) Upon the Executive’s termination as a result of one of the events specified in this Section 6, the Corporation or Bank will cause to be continued life, health and disability insurance coverage substantially identical to the coverage maintained by the Bank or the Corporation for the Executive prior to his severance. Such coverage shall cease upon the earlier of Executive’s employment by another employer or twelve (12) months from such termination. Upon the expiration of the twelve (12) month period, Executive shall have the option of continuing health insurance coverage at his/her own expense for a period not less than the number of months by which the Consolidated Omnibus Budget Reconciliation Act (COBRA) continuation period exceeds twelve (12) months.

     (d) The Executive shall not be required to mitigate the amount of any payment required hereunder by seeking other employment or otherwise nor shall the amount paid hereunder be reduced or offset by any compensation earned or received by the Executive as a result of employment with another employer or self- employment. The amount paid hereunder shall not be reduced by any other plan, program, policy or arrangement of the Bank or Corporation. Benefits provided under Section 6(c) shall be reduced to the extent comparable benefits are actually received by the Executive from or through another employer.

7. GOOD REASON

     For purposes of this Agreement, “Good Reason” means the occurrence of any of the events or conditions described in subparagraphs (a) through (d) hereof without the Executive’s express written consent:

     provided, that within ninety (90) days after the initial existence of such event, the Bank and the Corporation shall be given notice and an opportunity, not less than thirty (30) days, to effectuate a cure for such asserted “Good Reason” by Executive. Executive’s resignation hereunder for Good Reason shall not occur later than one hundred fifty (150) days following the initial date on which the event Executive claims constitutes Good Reason occurred.

8. CHANGE IN CONTROL

     (a) If there is a Change in Control of the Bank or Corporation during the term of this Agreement, the Executive shall be entitled to severance payments and/or termination benefits as described in Section 6 of this Agreement if the Executive’s employment with the Bank or the Corporation is involuntarily terminated in connection with or within one (1) year after the Change in Control, other than for Cause or pursuant to Sections 4 or 21. A severance payment shall also be made in the case of the Executive’s voluntary termination of employment for Good Reason (as defined in Section 7 of this Agreement) in connection with or within one (1) year after a Change in Control of the Bank or Corporation. Such voluntary termination of employment for Good Reason in connection with or within one (1) year after a Change in Control of the Bank or Corporation shall not constitute a termination for Cause or a voluntary termination subject to Section 4 of this Agreement.

     (b) For purposes of this Agreement, “Change in Control of the Bank or Corporation” means: