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AMENDMENT TO THE AMENDED AND RESTATED
SEVERANCE AGREEMENT BY AND BETWEEN JOHN R. MALE,
PVF CAPITAL CORP. AND PARK VIEW FEDERAL SAVINGS BANK
WHEREAS, John R. Male
entered into an amended and restated
severance
agreement with PVF Capital Corp. (the "Company") and
Park View Federal Savings
Bank (the "Bank") effective December 30, 2008; and
WHEREAS, pursuant to a letter
agreement with the Company and the Bank
dated January 29, 2009 and a joint resolution of the Boards of
Directors of the
Company and the Bank dated April 1, 2009, the Bank, the Company and
Mr. Male
agreed to amend the agreement as follows:
FIRST CHANGE
Effective May 19, 2009, Paragraph 2
of the Severance Agreement shall be
deleted in its entirety and replaced with the following new
Paragraph 2:
"Commencing on October 29, 2009 and
continuing on each October 29th
thereafter, this Agreement will
renew for one additional year beyond the
then effective expiration date of
the Agreement. Unless sooner terminated
as set forth herein, this Agreement
will terminate when the Executive
attains age 65."
SECOND CHANGE
Effective May 19, 2009, Section
6(ii) of the Severance Agreement shall
be deleted in its entirety and replaced with the following new
Section 6(ii):
"(ii) Involuntary termination or
voluntary termination for Good Reason, as
defined in Section 7, and other than
for Cause or pursuant to Sections 4
or 21 of this Agreement."
THIRD CHANGE
Effective May 19, 2009, Section 3 of
the Severance Agreement shall be
amended by adding the following new paragraph:
"Notwithstanding the foregoing,
Termination for Cause requires a vote of a
supermajority of the Boards of
Directors of the Company and the Bank
(collectively the "Boards")
following delivery of a written notice to
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