Exhibit 99.2
STOCK OPTION AGREEMENT UNDER PVF CAPITAL CORP.
1996 INCENTIVE STOCK OPTION PLAN
This Stock Option Agreement made as of the ______ day of ________________,
1996 ("Grant Date"), between PVF Capital Corp. (the "Company"), and
__________________ ("Employee"), an employee of the Company or one of its
subsidiaries.
WITNESSETH:
WHEREAS, on the ________ day of ______________, 1996, the shareholders duly
approved PVF Capital Corp. 1996 Incentive Stock Option Plan (the "Plan") which
was also approved by the Board of Directors of the Company, a true and correct
copy of which has been delivered by the Company to Employee and receipt of which
is hereby acknowledged by Employee; and
WHEREAS, the purpose of the Plan is to promote the interests of the Company
and its stockholders by providing a method whereby Employees who are executive
officers of the Company or its subsidiaries and who are materially responsible
for the management of the business of the Company may be encouraged to invest in
the Company's Common Stock, thereby increasing their proprietary interest in its
business, providing them with additional incentive to remain in the employ of
the Company and increasing their personal interest in its continued success and
progress. The Plan seeks to accomplish this purpose by granting to these
Employees options ("Options") to purchase the Common Stock of the Company. It is
intended that Options issued hereunder will constitute Incentive Stock Options
within the meaning of Section 422A of the Internal Revenue Code of 1986, as
amended from time to time (the "Code").
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, it is agreed as follows:
1. Grant. Company hereby irrevocably grants Employee the Option to purchase
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all or any part of an aggregate of ________ shares of Common Stock, $.01
par value, upon the terms and conditions of this Agreement.
2. Price. The purchase price for each share purchased hereunder shall be
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$_______ (except as may be adjusted under the provisions of paragraph seven
herein), which price is not less than the fair market value of such stock.
However, in the case of, an Employee who owns stock possessing more than
10% of the total combined voting power of all classes of stock of the
Company on the date the Option is granted, the price shall not be less than
110% of the fair market value of such stock.
3. Term. This Option granted to the Employee shall terminate within 10 years
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from the Grant Date or upon such earlier termination as hereinafter
provided. In the case of an Employee who owns stock possessing more than
10% of the combined voting power of all classes of stock of the Company on
the date the Option is granted, such Option shall terminate within five
years from the date of grant.
4. Exercise of Option.
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(a) The Option may be exercised by Employee only as follows:
Date Option Becomes Cumulative Number of Shares of Common
Exercisable Stock As to Which Option is Exercisable
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_________________, 1996 20%
_________________, 1997 40%
_________________, 1998 60%
_________________, 1999 80%
_________________, 2000 100%
If the Employee's employment with the Company or any of its subsidiaries is
terminated by reason of death, retirement (at age 60 or later), disability
or "change in control" of the Company, all non-vested Options shall become
fully vested upon the occurrence of such termination of employment and
exercisable by the Employee or the Employee's estate in accordance with the
Plan. "Change in Control" shall mean any one of the following events: (i)
the acquisition of ownership, holding or power to vote more than 25% of the
Company's voting stock, (ii) the acquisition of the ability to control the
election of a majority of the Company's directors, (iii) the acquisition of
a controlling influence over the management or policies of the Company by
any person or by persons acting as a "group" (within the meaning of Section
13(d) of the Securities Exchange Act of 1934, as amended), or (iv) during
any period of two consecutive years, individuals (the "Continuing
Directors") who at the beginning of such period constitute the Board of
Directors of the Company (the "Existing Board") cease for any reason to
constitute at least two-thirds thereof, provided that any individual whose
election or nomination for election as a member of the Existing Board was
approved by a vote of at least two-thirds of the Continuing Directors then
in office shall be considered a Continuing Director. For purposes of this
paragraph only, the term "person" refers to an individual or a corporation,
partnership, trust, association, joint venture, pool, syndicate, sole
proprietorship, unincorporated organization or any other form of entity not
specifically listed herein. The decision of the Company's non-employee
directors as to whether or not a Change in Control has occurred shall be
conclusive and binding.
(b) An Option shall be exercised by giving a written notice to the
President of the Company stating the number of shares of Common Stock
with respect to which the Option is being exercised and containing
such other information as may be requested and by tendering payment
therefor with a cashier's check, certified check, or with existing
holdings of Company stock.
(c) If the aggregate fair market value of stock with respect to which the
Options are exercisable for the first time by Employee during any
calendar year exceeds $100,000, such Options in excess of $100,000
shall be treated as Options which
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are not Incentive Stock Options. The fair market value of any stock
shall be determined as of the time the Option is granted.
5. Restrictions on Transfer and Exercise.
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(a) Except as hereinafter provided, no Option granted pursuant to the Plan
may be exercised at any time unless the holder thereof is then an
Employee of the Company. Options granted under the Plan shall not be
affected by any change of employment so long as the grantee continues
to be an Employee of the Company or of a subsidiary.
(b) The Option of Employee whose employment is terminated for any reason,
other than for death, disability (as defined in Section 105(d)(4) of
the Code) or discharge for cause, shall be exercisable or payable to
the extent provided therein, through the earlier of the date which is
three months after termination of employment or the date that such
Option expires in accordance with its terms, and shall expire
thereafter.
(c) In the event of the death of Employee while an employee of the
Company, or within three months after the termination of employment of
Employee for other than cause, or in the event of the termination of
employment of Employee for permanent disability, the Option may be
exercised as follows:
(i) In the event of the death of Employee during employment or the
death of the Employee within three months after the termination
of employment for other than cause, each Option granted to
Employee shall be exercisable or payable to the extent provided
therein but not later than one year after his or her death (and
not beyond the stated duration of the Option). Any such exercise
or payment shall be made only: (A) by or to the executor or
administrator of the estate of the deceased Employee or person or
persons to whom the deceased Employee's rights under the Option
shall pass by will or the laws of descent and distribution; and
(B) to the extent, if any, that the deceased Employee was
entitled at the date of his or her death.
(ii) In the case of Employee becoming disabled, the Option shall
terminate on the earlier of one year after termination of
employment or the date that such Option expires in accordance
with its terms. During such period, the Option may be exercised
by Employee with respect to the same number of shares, in the
same manner and to the same extent as if Employee had continued
employment during such period.
(d) Any unexercised Option shall lapse immediately upon termination of
employment of Employee through discharge for "cause". "Cause" shall
mean, in the good faith determination of the Company's Board of
Directors, the Optionee's personal dishonesty, incompetence, willful
misconduct, breach of fiduciary duty involving
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personal profit, intentional failure to perform stated duties, or
willful violation of any law, rule or regulation (other than traffic
violations or similar offenses) or final cease-and-desist order. No
act, or failure to act, on the Optionee's part shall be considered
"willful" unless he has acted, or failed to act, with an absence of
good faith and without a reasonable belief that his action or failure
to act was in the best interest of the Company or its subsidiaries.
(e) Each Option granted under the Plan shall, by its terms, not be
transferable otherwise than by will or the laws of descent and
distribution. During Employee's lifetime, an Option granted under the
Plan can be exercised only by him or her.
(f) In order to qualify for favorable tax treatment as an Incentive Stock
Option, Employee may not dispose of stock acquired under this
Agreement within 2 years from the date of the granting of the Option
nor within 1 year after the date of exercise.
6. Stockholder and Employment Rights. A holder of an Option shall have none
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of the rights of a stockholder with respect to any of the shares subject to
Option until such shares shall be issued upon the exercise of the Option.
Nothing in the Option granted herein shall confer on Employee any right to
be or to continue in the employ of the Company or any of its subsidiaries
or shall interfere in any way with the right of the Company or any of its
subsidiaries to terminate the employment of Employee at any time.
7. Adjustments to Common Stock. The aggregate number of shares of Common
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Stock of the Company on which Options may be granted hereunder, the number
of shares thereof covered by each outstanding Option and the price per
share thereof in each such Option may all be appropriately adjusted, as the
Board of Directors may determine, for any increase or decrease in the
number of shares of Common Stock of the Company resulting from a
subdivision or consolidation of shares whether through reorganization,
recapitalization, stock split-up or combination of shares, or the payment
of a stock dividend or other increase or decrease in such shares effected
without receipt of consideration by the Company. No fractional share of
stock shall be issued upon the exercise of an Option, and in case a
fractional share shall become subject to an Option by reason of a stock
dividend or otherwise, Employee holding such Option shall not be entitled
to exercise it with respect to such fractional share. Subject to any
required action by the stockholders, if the Company shall be the surviving
corporation in any merger or consolidation, any Option granted hereunder
shall pertain to and apply to the securities to which a holder of the
number of shares of Common Stock subject to the Option would have been
entitled. Upon a dissolution of the Company, a merger or consolidation in
which the Company is not the surviving corporation, or sale or disposition
of all or substantially all of the Company's assets (any of the foregoing
to be referred to herein as a "Transaction"), every Option outstanding
hereunder together with the exercise price thereof shall be equitably
adjusted for any changes or exchange of Common Stock for a
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different number or kind of shares or other securities which results from
the Transaction, provided, however, that in the event of a Transaction,
then during the period thirty days prior to the effective date of such
event, Employee shall have a right to exercise the Option, in whole or in
part.
8. Government and Other Regulations. The obligation of the Company to sell
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or deliver shares under Options granted pursuant to the Plan shall be
subject to all applicable laws, rules and regulations, and to such
approvals by the registrations with any governmental agencies as may be
required.
9. Loan Agreements. Each Option shall be subject to the condition that the
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Company shall not be obliged to issue or transfer any of its Common Stock
to a holder of a stock option, in the exercise thereof, if at any time the
Committee of the Board of Directors shall determine that the issuance or
transfer of such Common Stock would be in violation of any covenant in any
of the Company's loan agreements or other contracts.
10. Governing Law. Ohio law shall govern the interpretation, application and
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enforcement of this Agreement and any documents executed pursuant thereto.
11. Entire Agreement Waiver and Modification. This Agreement constitutes the
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entire agreement between the parties and any prior understanding or
representation of any kind antedating this Agreement shall not be binding
upon either party except to the extent incorporated herein. No consent,
waiver, modification or amendment hereof, or additional obligation assumed
by either party in connection herewith, shall be binding unless evidenced
by a writing signed by both parties and referring specifically hereto. No
consent, waiver, modification or amendment with respect hereto shall be
construed as applicable to any past or future events other than the one in
respect to which it was specifically made.
12. Ambiguity; Severability; Captions. This Agreement has been examined by the
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parties hereto, and accordingly the rule of construction that ambiguities
be construed against a party which causes a document to be drafted shall
not be applicable in the construction or interpretation hereof. If any part
of this Agreement is held invalid for any reason, the remainder hereof
shall nevertheless remain in full force and effect.
EMPLOYEE PVF CAPITAL CORP.
By:
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President
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