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Exhibit 10.1
Agreement
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This Agreement is made and entered into as of this 26th day of February,
2009, by and between PVF CAPITAL CORP., an Ohio corporation ("PVF"), whose
principal place of business is located at 00000 Xxxxxx Xxxx, Xxxx xx Xxxxx,
Xxxxxx of Cuyahoga, and State of Ohio; PARK VIEW FEDERAL SAVINGS BANK, a
federally chartered savings association ("Park View"), whose principal place of
business is located at 00000 Xxxxxx Xxxx, Xxxx xx Xxxxx, Xxxxxx of Cuyahoga, and
State of Ohio; and XXXXX XXXXX CONSULTING LLC, an Ohio limited liability company
("MAC"), whose having principal place of business is located at 00 Xxxxxxxx
Xxxxxxx 000, Xxxxxxx xx Xxxxxxxxxxx, Xxxxxx of Jefferson, State of Ohio.
Recitals
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(1) PVF is the holding company for, and owner and operator of, among other
entities, Park View, with offices in Cuyahoga, Geauga, Lake, Lorain, Xxxxxx,
Portage, and Summit Counties, Ohio.
(2) PVF and Park View have the need for the services of an Interim Chief
Executive Officer to lead its operations for a period of ninety (90) days, more
or less, beginning on or about March 4, 2009.
(3) PVF and Park View acknowledge and agree that the powers and duties of
said Interim Chief Executive Officer shall be functionally equivalent in all
respects to those of the typical position of Chief Executive Officer within the
banking industry, provided that said powers and duties shall not include service
by Xxxxx upon the boards of directors of PVF or Park View.
(4) Xx. Xxxxx X. Xxxxx, the principal of MAC ("Xxxxx"), has had an
extensive and successful career as the chief executive officer of certain
banking intuitions.
(5) PVF and Park View are fully informed of the skills and career of Xxxxx
and have requested that MAC provide the services of Xxxxx to serve as Interim
Chief Executive Officer of PVF and Park View for said period.
(6) MAC agrees to provide the services of Xxxxx to PVF and Park View as
herein provided.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
it is agreed between the parties as follows:
1. Xxxxx will serve as Interim Chief Executive Officer of PVF and Park
View for a period of ninety (90) days, commencing on March 4, 2009.
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2. In consideration of the services of Xxxxx, MAC will be paid sum of
$40,000.00 monthly, payable in advance on the 4th day of each month, prorated
for any period of a month of service by Xxxxx.
3. PVF shall have MAC and Xxxxx covered, at PVF's expense, under PVF's
existing Zurich policy of officers and directors liability insurance during the
term of this agreement.
4. PVF or Park View, as the case may be, shall reimburse MAC for the
expenses of travel, entertainment, lodging, meals, and other costs incurred by
MAC or Xxxxx in the performance of MAC's and Xxxxx' duties herein in accordance
with, and subject to, Park View's Expense Reimbursement and Accounts Payable
Policy as adopted by Park View's Board of Directors.
5. MAC on the one hand, and PVF and Park View on the other hand, covenant
and agree that neither it nor any of its employees will reveal to any person,
firm, or corporation any confidential information of any nature concerning the
other party hereto or their businesses, or anything connected therewith. As used
in this Paragraph 5, the term "confidential information" means all of a party's
and its or their affiliates' confidential and proprietary information and trade
secrets in existence on the date hereof or existing at any time during the term
of this Agreement, including but not limited to:
(a) the whole or any portion or phase of any business plans, financial
information, purchasing data, supplier data, accounting data, or other financial
information,
(b) the whole or any portion or phase of any research and development
information, design procedures, algorithms or processes, or other technical
information,
(c) the whole or any portion or phase of any marketing or sales
information, sales records, customer lists, prices, sales projections, or other
sales information, and
(d) trade secrets, as defined from time to time by the laws of the State
of Ohio. This paragraph 5 does not prohibit disclosure required by an order of a
court having jurisdiction or a subpoena from an appropriate governmental agency
or disclosure made by Xxxxx in the ordinary course of business and within the
scope of his authority as Interim Chief Executive Officer of PVF and Park View.
MAC agrees to immediately deliver or return to PVF and Park View upon
termination, upon expiration of this Agreement, or as soon thereafter as
possible, all material written information and any other similar items furnished
by PVF or Park View or prepared by MAC or an employee of MAC in connection with
MAC's services hereunder and to immediately delete all electronically stored
data of PVF and Park View maintained on the personal computers MAC and any
employee of MAC and to return all PVF- or Park View-provided computers or
communication devices (i.e., laptop, Blackberry, PDA, etc.). MAC and its
employees will retain no copies thereof after termination of this Agreement.
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6. MAC agrees that neither it or any of its employees will, directly or
indirectly, solicit or employ the services of any officer or employee of PVF or
Park View (including an individual who was an officer or employee of PVF or Park
View during the one year period following the termination of this Agreement) for
one year after the termination of this Agreement.
7. The term of this agreement may be extended by agreement of the parties
upon a month-to-month basis and, unless otherwise modified, under the terms and
conditions set forth herein.
8. PVF, Park View, and MAC, and each of them, may terminate this agreement
upon fourteen (14) days' prior written notice.
9. This agreement shall be governed by and construed under the laws of the
State of Ohio.
IN WITNESS WHEREOF:
Accepted and agreed by PVF CAPITAL Accepted and agreed by XXXXX XXXXX
CORP.: CONSULTING LLC:
By /s/ Xxxx X. Xxxxxx By /s/ Xxxxx Xxxxx
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Title Chairman of the Board Title President - Xxxxx Xxxxx
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Consulting LLC
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Date February 26, 2009 Date February 26, 2009
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Accepted and agreed by PARK VIEW
FEDERAL SAVINGS BANK:
By /s/ Xxxx X. Xxxxxx
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Title Chairman of the Board
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Date February 26, 2009
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