**Exhibit 10.1****RICHARDE. LUCAS****EMPLOYMENTAGREEMENT**     This Employment Agreement (the “Agreement”), made at Lorain, Ohio, as of the 20th day of June,2005, by and among RICHARD E. LUCAS, herein referenced as “Employee”, and LNB BANCORP, INC. (anOhio corporation) and THE LORAIN NATIONAL BANK (a banking organization organized and existing underthe laws of the United States of America), which together with their respective successors andassigns are collectively herein referenced as “Employer”, is to EVIDENCE THAT:     WHEREAS Employer desires to secure and retain the employment services of Employee as itsExecutive Vice President/Director of Retail Banking, and Employee desires to accept employment asEmployer’s Executive Vice President/Director of Retail Banking; and     WHEREAS, but for Employee’s promises made in this Agreement, especially in Section 8, Employerwould not employ Employee under the terms and conditions of this Agreement and, therefore,expressly to induce Employer to execute this Agreement, Employee represents that Employee fullyunderstands and accepts the restrictive covenants in Section 8 and agrees to be bound thereby;     NOW, THEREFORE, in consideration of the mutual covenants and promises herein, Employer andEmployee (collectively the “Parties” and individually a “Party”) hereby agree as follows:     **1. Employmentand Term.**          1.1 Employee will render management services to Employer in the capacity as Employer’sExecutive Vice President/Director of Retail Banking for the term of this Agreement (herein calledthe “Agreement Term”) commencing June 20, 2005, and continuing thereafter until terminated pursuantto the termination provisions of this Agreement, including the provisions of Section 7.          1.2 Employee will devote Employee’s full business-time and best efforts to performingconscientiously, faithfully and loyally all duties: (i) required of Employee by virtue ofEmployee’s position as Employer’s Executive Vice President/Director of Retail Banking, (ii) setforth in Employer’s Code of Regulations, Bylaws and policies as adopted by Employer’s Board ofDirectors, and (iii) assigned or delegated to Employee by Employer’s President and Chief ExecutiveOfficer and/or the Chairman of the Board of Directors.          1.3 Except as otherwise expressly provided herein, this Agreement represents the entireagreement between Employee and Employer regarding Employee’s employment by Employer.          1.4 Except as otherwise expressly provided herein, this Agreement may be changed or amendedonly by a written document which is clearly designated as an amendment to this specific Agreementand only if such document is signed by all Parties.          1.5 No action by any Party and no refusal or neglect of any Party to exercise a right grantedunder this Agreement or to enforce compliance with any provision of thisAgreement shall constitute a waiver of any provision of or any right under this Agreement, unlesssuch waiver is expressed in a written document which is clearly designated as a waiver to aspecific provision(s) of this Agreement and unless such document is signed by all Parties.
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     **2. Compensation.**          2.1 In consideration for the services rendered by Employee as Executive VicePresident/Director of Retail Banking, Employer agrees to pay Employee a basic salary (herein calledthe “Basic Salary”) equal to the sum of One Hundred Seventy Thousand Dollars ($170,000.00) for eachtwelve (12) consecutive monthly period (a “Contract Year”) of the Agreement Term. The Basic Salaryshall be payable in twenty-six (26) equal bi-weekly payments and prorated if the Agreement Term isterminated prior to the completion of any Contract Year.          2.2 As additional consideration for Employee’s services performed hereunder, Employee may (butshall not be entitled to) receive a discretionary bonus from time to time. Such bonus (andEmployee’s eligibility therefor) shall be determined by Employer’s Board of Directors in its solediscretion.          2.3 There shall be an annual review of Employee’s performance and compensation by Employer’sBoard of Directors (or a committee thereof). The annual review shall occur not less than sixty (60)days prior to the end of Employer’s fiscal year for the express purpose of reviewing the currentfiscal year’s performance of Employee. Any change in compensation as a result of the annual reviewshall immediately act as an amendment of Section 2.1 above, effective as of the date of thecompensation change.          2.4 The obligations of Employer to pay Employee’s Basic Salary, bonuses (if any), and otherbenefits under this Agreement are expressly conditioned upon Employee’s continued and faithfulperformance of and adherence to each and every material promise, duty and obligation assigned to ormade by Employee under this Agreement.     **3. Vacationsand Time-Off.**          3.1 Employee shall be entitled to twenty-seven (27) working days of compensated vacation foreach Contract Year, pursuant to the terms and conditions of Employer’s vacation time-off policy (asmay be periodically changed in Employer’s sole discretion), to be taken at times as mutually agreedin advance between Employee and Employer’s President and Chief Executive Officer or Chairman of theBoard of Directors.          3.2 Except as may be periodically changed in Employer’s sole discretion, all vacation time-offshall be non-cumulative if not taken within the Contract Year or within the first quarter of thesucceeding Contract Year; provided, however, that unused vacation time may be redeemed ascompensation pursuant to the terms and conditions of Employer’s vacation time-off policy.          3.3 Employee’s vacation time-off may be increased by Employer in its sole discretion.          3.4 Employee shall be permitted additional time-off to attend professional meetings, seminars,and conventions and to satisfy professional educational and licensure requirements as have beenmutually agreed upon between Employee and Employer’s President and Chief Executive Officer orChairman of the Board of Directors. Attendance at such approved meetings, seminars, andconventions and accomplishment of approved professional educational and licensure requirementsshall be fully compensated and shall not be considered vacation.Employer shall reimburse Employee for all reasonable expenses incurred by Employee incident toattendance at approved professional meetings, seminars and conventions and such reasonableentertainment expenses incurred by Employee in furtherance of Employer’s interest.
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          3.5 Employee shall also be entitled to additional days of time-off with fullcompensation for holidays in accordance with Employer’s holiday time-off policy (which may beperiodically changed in Employer’s sole discretion).          3.6 Employee shall further be entitled to additional days of time-off with full compensationfor personal matters in accordance with Employer’s personal time-off policy (which may beperiodically changed in Employer’s sole discretion).     **4. FringeBenefits.**          4.1 Employee shall be entitled to all fringe benefits to which other employees of Employer inEmployee’s classification are entitled.          4.2 As additional consideration for Employee’s performance of Employee’s duties andresponsibilities as Executive Vice President/Director of Retail Banking of Employer, Employeragrees:               (A) To provide Employee with (i) short-term disability benefits pursuant to Employer’sshort-term disability program (which may be periodically changed or terminated in Employer’s solediscretion), and (ii) long-term disability insurance benefits commencing one hundred eighty (180)days after Employee incurs a Disability, as defined in Section 11.1(E) of this Agreement, andcontinuing pursuant to the terms of Employer’s long-term disability program (which may beperiodically changed or terminated in Employer’s sole discretion); and               (B) To include Employee in Employer’s stock option plan (if any), stock ownership plan andflexible benefit plan, as such plans may be periodically changed or terminated in Employer’s solediscretion; and               (C) To provide Employee with such plan of hospitalization insurance as maintained by Employerand as may be periodically changed or terminated in Employer’s sole discretion; and               (D) To provide (i) a term life insurance policy on the life of Employee (provided thatEmployee is insurable under the standard rate criteria of a commercial life insurance company) inan amount equal to 2.75 times the Basic Salary of Employee, but not to exceed Three HundredThousand Dollars ($300,000.00), as may be periodically increased in Employer’s sole discretion, andpayable to the beneficiary or beneficiaries of Employee’s choice, and (ii) an accidental death anddismemberment insurance policy upon Employee in an amount equal to 2.75 times the Basic Salary, butnot to exceed One Hundred Fifty Thousand Dollars ($150,000.00), as may be increased in Employer’ssole discretion, and payable to the beneficiary or beneficiaries of Employer’s choice; and               (E) To provide Employee with such sick leave as presently in force by Employer and as may beperiodically changed or terminated in Employer’s sole discretion; and               (F) To reimburse Employee for all reasonable and approved expenses related to the performanceof Employee’s duties as Executive Vice President/Director of Retail Banking, including (but notlimited to): entertainment and promotional expenses; educational expenses incurred for the purposeof maintaining or improving Employee’s skillsdirectly related to the performance of Employee’s duties and obligations hereunder (including, butnot limited to, professional continuing educational requirements); expenses of membership in civicgroups, clubs and fraternal organizations; and all other items of reasonable and necessary expensesincurred by Employee in the performance of Employee’s duties as Employer’s Executive VicePresident/Director of Retail Banking.
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     **5. StockOptions.**If determined by Employer’s Board of Directors, Employee shallparticipate in any and all incentive stock option plans and programs currently in existence oradopted by Employer after commencement of the Agreement Term in accordance with all applicableeligibility requirements, terms and conditions of such plans and programs (as may be periodicallychanged or terminated in Employer’s sole discretion).     **6. ProhibitionAgainst Transfer.**Employee’s duties, obligations and services rendered underthis Agreement are personal in nature and are unique to Employer. Therefore, without Employer’sprior written consent, Employee shall not assign or otherwise transfer any of Employee’s duties,obligations or responsibilities hereunder.**7.Termination of the Agreement Term.**          7.1 If either Employer or Employee materially violates the terms and conditions of thisAgreement, the other Party shall give the breaching Party notice of said violation and, if thebreaching Party does not cure such violation within sixty (60) days after notice, then the otherParty shall have the continuing right to terminate the Agreement Term without further notice;provided, however, that Employer may immediately terminate the Agreement Term if Employee violatesor fails to adhere to any provision of Section 8 (pertaining to non-disclosure andnon-competition).          7.2 Through its Board of Directors, Employer may terminate the Agreement Term without cause atany time upon ninety (90) days prior written notice to Employee.          7.3 Subject to the terms and conditions of Section 11, Employee may terminate the AgreementTerm upon the occurrence of a “Change in Control” as defined in Section 11.1(C) for “Good Reason”as defined in Section 11.1(F).          7.4 The Agreement Term shall automatically and immediately terminate upon the death ofEmployee.          7.5 In the event of the Disability of Employee as defined in Section 11.1(E) of thisAgreement, the Agreement Term shall terminate and Employee shall be entitled to benefits providedby Employer under Employer’s long-term disability program as designated in Section 4.2(A)(ii) ofthis Agreement.          7.6 In Employee’s sole discretion, Employee may terminate the Agreement Term by giving theBoard of Directors of Employer at least ninety (90) days written notice of Employee’s decision toterminate the Agreement Term.          7.7 Employer shall have the sole discretion to determine whether Employee shall continue torender services hereunder during such notice periods as provided for in this Section 7.          7.8 Upon the termination of the Agreement Term pursuant to Section 7.1 (but only if Employeeterminates the Agreement Term due to the Employer’s breach) or Section 7.2, Employer shall continueto pay Employee’s total compensation (as reflected on Employee’s W-2 Federal Income Tax Statementfrom Employer for the prior calendar year) for a period of one (1) year from the date oftermination of the Agreement Term; provided, however, that if Employer chooses a two (2)-yearRestricted Period under Section 8.1(G), then Employer shallcontinue to pay such compensation for a period of two (2) years from the date of termination of theAgreement Term. Any termination payments payable to
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Employee shall survive Employee’s death if Employee dies during the period Employee isreceiving termination payments as provided in this Section 7.8.**8.Employee’s Non-Disclosure and Non-Competition Promises.**          8.1 For purposes of this Section 8, the Parties agree to and understand the followingdefinitions:               (A) “Competitive Act” means any of the following: (i) Employee’s rendering services (whetheror not for compensation) to, for or on behalf of a Competitor (as defined herein) as an employee,independent contractor, consultant, advisor, representative, agent or in any other capacity, and(ii) Employee’s investment in or ownership (partial or total) of a Competitor, unless theCompetitor’s stock is publicly traded on a national exchange and Employee owns less than twopercent (2%) of such stock.               (B) “Competitive Activity” means the performance or rendering of any banking services; trustservices and investment services; portfolio management; retirement planning; administration ofemployee benefit plans; administration of decedents’ estates and court-supervised accounts,guardianships, and custodial arrangements; personal tax and estate tax planning; financialconsulting services; investment advising services; and any other business activity, service orproduct which competes with any existing or future business activity, service or product ofEmployer.               (C) “Competitor” means any of the following: (i) any person, sole proprietorship,partnership, association (other than Employer), organization, corporation, limited liabilitycompany or other entity (governmental or otherwise) who or which provides, renders or performs aCompetitive Activity (as defined herein) within the Service Area (as defined herein), even if theCompetitor has no office or other facilities located within the Service Area, and (ii) any parent,subsidiary or other person or entity affiliated with, or related by ownership to, any of theforegoing designated in Subitem (i) of this Section 8.1(C).               (D) “Confidential Information” means all of the following (whether written or verbal)pertaining to Employer: (i) trade secrets (as defined by Ohio law); Client or Customer lists,records and other information regarding Employer’s Clients or Customers (whether or not evidencedin writing); Client or Customer fee or price schedules and fee or price policies; financial books,plans, records, ledgers and information; business development plans; sales and marketing plans;research and development plans; employment and personnel manuals, records, data and policies;business manuals, methods and operations; business forms, correspondence, memoranda and otherrecords; computer records and related data; and any other confidential or proprietary data andinformation of Employer or its Clients or Customers which Employee encounters during the EmploymentTerm (as defined in Section 8.1(E)), and (ii) all products, technology, ideas, inventions,discoveries, developments, devices, processes, business notes, forms and documents, businessproducts, computer programs, and other creations (and improvements of any of the foregoing),whether patentable or copyrightable, which Employee has acquired, developed, conceived or made(whether directly or indirectly, whether solicited or unsolicited, or whether during normal workhours or during off-time) during the Employment Term or during the Restricted Period and whichrelate to any business activity of Employer or are derived from the Confidential Informationdesignated in Subsection (i) of this Section 8.1(D).               (E) “Client” or “Customer” means a person, sole proprietorship, partnership, association,organization, corporation, limited liability company, or other entity(governmental or otherwise), wherever located: (i) to or for which Employer sells any products orrenders or performs services either during the one hundred eighty (180)-day period immediatelypreceding commencement of the Restricted Period or during the Restricted Period, or (ii) whichEmployer solicits or (as demonstrated by
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plans, strategies or other tangible preparation) intends to solicit to purchase products orservices from Employer either during the one hundred eighty (180)-day period immediately precedingcommencement of the Restricted Period or during the Restricted Period.               (F) “Employment Term” means the period of time starting on the date Employee’s employment withEmployer commences and terminating at the close of business on the date Employee’s employment withEmployer terminates.               (G) “Restricted Period” means a time-period, as chosen by Employer (in its sole discretion) bywritten notice to Employee within thirty (30) days after termination of the Employment Term, equalto either one (1) year or two (2) years commencing on the date the Employment Term is terminated byeither Party (for any reason, with or without cause); provided, however, that such period shall beextended to include any period of time during which Employee engages in any activity constituting abreach of this Agreement and any period of time during which litigation transpires wherein Employeeis held to have breached this Agreement.               (H) “Service Area” means: (i) Lorain County, Ohio and all counties immediately contiguous toLorain County, constituting those geographic areas in which Employer presently conducts substantialbusiness activities, and (ii) those counties located in the State of Ohio in which Employerconducts or transacts substantial business activities on the date the Employment Term terminates,and (iii) those counties in the State of Ohio in which, on the date the Employment Term terminates,Employer intends to conduct or transact substantial business activities as demonstrated by plans,strategies or other tangible preparation for such business activities.               (I) “Employer” means, for purposes of this Section 8, LNB Bancorp, Inc. and The LorainNational Bank (a national bank association), all direct and indirect parent and subsidiary entitiesthereof, and all entities related to LNB Bancorp, Inc., to The Lorain National Bank or to suchparent and subsidiary entities by common ownership.          8.2 Expressly in consideration for Employer’s promises made in this Agreement and to induceEmployer to sign this Agreement, Employee promises and agrees that:               (A) Confidentiality. The Confidential Information is and, at all times, shall remain theexclusive property of Employer, and Employee: (i) shall hold the Confidential Information instrictest confidence and in a position of trust for Employer and its Clients and Customers, and(ii) except as may be necessary to perform Employee’s employment duties with Employer but only incompliance with Employer’s confidentiality policies and all applicable laws, shall not (directly orindirectly) use for any purpose, copy, duplicate, disclose, convey to any third-party or convertany Confidential Information, either during the Employment Term or at any time followingtermination of the Employment Term (by any Party, for any reason, with or without cause), and (iii)upon the request of Employer at any time during or after the Employment Term, shall immediatelydeliver to Employer all the Confidential Information in Employee’s possession and shall neitherconvey to any third-party nor retain any copies or duplicates thereof; and               (B) CompetitiveActs. During the Employment Term and during the Restricted Period, Employee(or any entity owned or controlled by Employee) shall not directly or indirectly, without the priorwritten approval of the President and Chief Executive Officer of Employer (or any person expresslydesignated by the President and Chief Executive Officer),perform a Competitive Act; and
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               (C) Clientsand Customers. During the Restricted Period, Employee (or any entity ownedor controlled by Employee) shall not directly or indirectly: (i) solicit from or perform for anyClient or Customer a Competitive Activity, wherever such Client or Customer is located, or (ii)influence (or attempt to influence) any Client or Customer to transfer such Client’s or Customer’spatronage or business from Employer, or (iii) otherwise interfere with any business relationship ofEmployer with any Client or Customer; and               (D) Employees. During the Restricted Period, Employee (or any entity owned or controlled byEmployee) shall not directly or indirectly: (i) employ, engage, contract for the services of, orsolicit or otherwise induce the services of any person who, during the one hundred eighty (180)-dayperiod immediately preceding commencement of the Restricted Period or during the Restricted Period,is or was an employee of Employer, or (ii) otherwise interfere with (or attempt to interfere with)any employment relationship of Employer with any employee.               (E) OtherEmployment. During the Employment Term, Employee shall not perform services(whether or not for compensation) as an employee, independent contractor, consultant,representative or agent of any person, sole proprietorship, partnership, limited liability company,corporation, association (other than Employer), organization, or other entity (governmental orotherwise) without the prior, written consent of the President and Chief Executive Officer ofEmployer (or any person expressly designated by the President).               (F) Costsof Enforcement. Employee shall pay all reasonable legal fees, court costs, expertfees, investigation costs, and other expenses incurred by Employer in any litigation under whichEmployee is adjudicated to have violated this Section 8.          8.3 Employee understands and agrees that:               (A) during the Employment Term, Employee will materially assist Employer in the generation,development or enhancement of certain Confidential Information, Clients and Customers and certainother business assets and activities for Employer; and               (B) Employee’s promises in this Section 8: (i) were negotiated at arm’s-length and with ampletime for Employee to seek the advice of legal counsel, (ii) are required for the fair andreasonable protection of Employer and the Confidential Information, and (iii) do not constitute anunreasonable hardship to Employee in working for Employer or in subsequently earning a livelihoodin Employee’s field of expertise outside the Service Area; and               (C) if Employee breaches (or threatens to breach) any or all of the promises in this Section8: the privacy and thereby the value of the Confidential Information will be significantlyjeopardized; Employer will be subject to the immediate risk of material, immeasurable, andirreparable damage and harm; the remedies at law for Employee’s breach shall be inadequate; andEmployer shall therefore be entitled to injunctive relief against Employee in addition to any andall other legal or equitable remedies; and               (D) if Employee had not agreed to the restrictive promises in this Agreement, Employer wouldnot have signed this Agreement.          8.4 Employee’s promises, duties and obligations made in this Section 8 shall apply to Employeeirrespective of whether a Change in Control (as defined in Section 11.1)occurs and shall survive the voluntary or involuntary cessation or termination of the EmploymentTerm by either Party (for any reason, with or without cause). If any of the restrictions containedin this Section 8 are ever judicially held
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to exceed the geographic or time limitations permitted by law, then such restrictions shall bedeemed to be reformed to comply with the maximum geographic and time limitations permitted by law.The existence of any claim or cause of action by Employee against Employer (whether or not derivedfrom or based upon Employee’s employment with Employer) shall not constitute a defense toEmployer’s enforcement of any covenant, duty or obligation of Employee in this Section 8.     **9. Indemnification.**          9.1 Employer hereby indemnifies and saves Employee harmless from and against all claims,liabilities, judgments, decrees, fines, penalties, fees, amounts paid in settlement or any othercosts, losses, expenses (including, but not limited to, attorneys’ fees and court costs) directlyor indirectly arising or resulting from or in connection or association with any threatened orpending action, suit or proceeding (whether civil, criminal, administrative, investigatory orotherwise) and any appeals related thereto under which Employee is a party or participant becauseof Employee’s good faith actions or omissions arising from the performance of Employee’s duties andobligations under this Agreement, except for such claims (including court proceedings) brought bythe respective Parties against each other.          9.2 As a condition precedent to the indemnification and other obligations of Employer underthis Section 9, Employee must:               (A) Notify Employer of any actual or potential claim under this Section 9; and               (B) Authorize and permit Employer, in its sole discretion, to choose any legal counsel todefend or otherwise handle the claim and all proceedings and matters relating thereto; and               (C) Permit Employer to assume total, complete and exclusive control of the claim and allproceedings and matters relating thereto; and               (D) Cooperate in all reasonable respects with Employer in handling the claims and allproceedings and matters related thereto.     **10. Miscellaneous.**          10.1 This Agreement constitutes the entire agreement among the Parties with respect to thesubject matter hereof and supersedes any and all other prior or contemporaneous agreements orcontracts (either oral or written) between the Parties with respect to the subject matter hereof.          10.2 The invalidity or unenforceability of any particular provision of this Agreement shallnot affect its other provisions and this Agreement shall be construed in all respects as if suchinvalid or unenforceable provision had been omitted.          10.3 Except as otherwise expressly provided herein, this Agreement shall be binding upon andinure to the benefit of Employer, its successors and assigns and upon Employee, Employee’sadministrators, executors, legatees, heirs and assigns. At any time, Employer may assign thisAgreement and Employer’s rights, duties, obligations and benefitsthereunder to any Subsidiary as defined in Section 11.1(I) of this Agreement.          10.4 This Agreement shall be construed and enforced under and in accordance with the laws ofthe State of Ohio; for all litigation arising hereunder, the State Courts of Lorain County, Ohioshall have exclusive venue; and each Party (separately and collectively) hereby submits to thepersonal jurisdiction of the State Courts of Lorain County, Ohio for all litigation arising underthis Agreement.
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          10.5 All promises, representations, warranties and covenants of the Parties shallsurvive termination of the Agreement Term, unless otherwise expressly provided herein.     **11. Changein Control.**          11.1 For purposes solely of this Section 11, the following terms shall have the respectivemeanings set forth below:               (A) “Bonus Amount” means the highest annual incentive bonus earned by Employee from Employer(or its Subsidiaries) during the last three (3) completed fiscal years of Employer immediatelypreceding Employee’s Date of Termination (annualized in the event Employee was not employed byEmployer or its Subsidiaries for the whole of any such fiscal year).               (B) “Cause” means any one or more of the following: (i) the willful and continued failure ofEmployee to perform substantially Employee’s duties with Employer (other than any such failureresulting from Employee’s Disability as defined in Section 11.1(E) of this Agreement or any suchfailure subsequent to Employee’s being delivered a Notice of Termination without Cause by Employeror after Employee’s delivering a Notice of Termination for Good Reason to Employer) after a writtendemand for substantial performance is delivered to Employee by Employer’s Board of Directors whichspecifically identifies the manner in which the Board of Directors believes that Employee has notsubstantially performed Employee’s duties and provides Employee with ten (10) days to correct suchfailure, or (ii) the willful engaging by Employee in illegal conduct or gross misconduct which isinjurious to Employer or any Subsidiary, or (iii) the conviction of Employee of, or a plea byEmployee of nolocontendere to, a felony, or (iv) Employee’s breach of or failure to perform any ofthe non-competition and non-disclosure covenants contained in Section 8 of this Agreement orcontained in any other document signed by Employee and by Employer. For purpose of this paragraph(B), no act or failure to act by Employee shall be considered “willful” unless done or omitted tobe done by Employee in bad faith and without reasonable belief that Employee’s action or omissionwas in the best interests of Employer. Any act or failure to act based upon authority givenpursuant to a resolution duly adopted by Employer’s Board of Directors, based upon the advice ofcounsel for Employer, or based upon the instructions of Employer’s Chief Executive Officer oranother senior officer of Employer shall be conclusively presumed to be done, or omitted to bedone, by Employee in good faith and in the best interests of Employer.               (C) “Change in Control” means the occurrence on or before June 20, 2008 of any one of thefollowing events: (i) if individuals who, on the date of this Agreement, constitutethe Board of Directors (the “Incumbent Directors”) of LNB Bancorp,Inc. (herein called “Company”) cease for any reason to constituteat least a majority of Company’s Board of Directors; provided,however, that: (A) any person becoming a director subsequent tothe date of this Agreement, whose election or nomination forelection was approved by a vote of at least two-thirds (2/3) ofthe Incumbent Directors then on Company’s Board of Directors(either by a specific vote or by approval of the proxy statementof Company in which such person is named as a nominee fordirector, without written objection by suchIncumbent Directors to such nomination), shall be deemed to be anIncumbent Director, and (B) no individual elected or nominated asa director of Company initially as a result of an actual orthreatened election
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   contest with respect to directors or any other actual orthreatened solicitation of proxies by or on behalf of any personother than Company’s Board of Directors shall be deemed to be anIncumbent Director;  (ii) if any “person” (as such term is defined in Section 3(a)(9)of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”), and as used in Sections 13(d)(3) and 14(d)(2) of theExchange Act) is or becomes a “beneficial owner” (as defined inRule 13d-3 under the Exchange Act), directly or indirectly, ofsecurities of Company representing twenty percent (20%) or more ofthe combined voting power of Company’s then-outstanding securitieseligible to vote for the election of Company’s Board of Directors(the “Company Voting Securities”); provided, however, that theevents described in this clause (ii) shall not be deemed to be aChange in Control by virtue of any of the following acquisitions:(A) by Company or any Subsidiary, (B) by any employee benefit plansponsored or maintained by Employer or any Subsidiary or by anyemployee stock benefit trust created by Employer or anySubsidiary, (C) by any underwriter temporarily holding securitiespursuant to an offering of such securities, (D) pursuant to aNon-Qualifying Transaction (as defined in clause (iii) of thisparagraph (C), below), (E) pursuant to any acquisition by Employeeor any group of persons including Employee (or any entitycontrolled by Employee or by any group of persons includingEmployee), or (F) a transaction (other than one described inclause (iii) of this paragraph (C), below) in which Company VotingSecurities are acquired from Company, if a majority of theIncumbent Directors approves a resolution providing expressly thatthe acquisition pursuant to this subparagraph (F) does notconstitute a Change in Control under this clause (ii);  (iii) upon the consummation of a merger, consolidation, shareexchange or similar form of corporate transaction involvingCompany or any of its Subsidiaries that requires the approval ofCompany’s shareholders, whether for such transaction or theissuance of securities in the transaction (a “BusinessCombination”), unless immediately following such BusinessCombination: (A) more than fifty percent (50%) of the totalvoting power of either (x) the corporation resulting from theconsummation of such Business Combination (the “SurvivingCorporation”) or, if applicable, (y) the ultimate parentcorporation that directly or indirectly has beneficial ownershipof one hundred percent (100%) of the voting securities eligible toelect directors of the Surviving Corporation (the “ParentCorporation”) is represented by Company Voting Securities thatwere outstanding immediately prior to such Business Combination(or, if applicable, represented by shares into whichsuch Company Voting Securities were converted pursuant to suchBusiness Combination), and such voting power among the holdersthereof
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   is in substantially the same proportion as the voting powerof such Company Voting Securities among the holders thereofimmediately prior to the Business Combination, (B) no person(other than any employee benefit plan sponsored or maintained bythe Surviving Corporation or the Parent Corporation or anyemployee stock benefit trust created by the Surviving Corporationor the Parent Corporation) is or becomes the beneficial owner,directly or indirectly, of twenty percent (20%) or more of thetotal voting power of the outstanding voting securities eligibleto elect directors of the Parent Corporation (or, if there is noParent Corporation, the Surviving Corporation), and (C) at least amajority of the members of the board of directors of the ParentCorporation (or, if there is no Parent Corporation, the SurvivingCorporation) were Incumbent Directors at the time of the Board ofDirector’s approval of the execution of the initial agreementproviding for such Business Combination (any Business Combinationwhich satisfies all of the criteria specified in (A), (B) and (C)of this Section 11.1(C)(iii) shall be deemed to be a“Non-Qualifying Transaction”); or  (iv) if the shareholders of Company approve a plan of completeliquidation or dissolution of Company or a sale of all orsubstantially all of Company’s assets but only if, pursuant tosuch liquidation or sale, the assets of Company are transferred toan entity not owned (directly or indirectly) by Company’sshareholders.Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because anyperson acquires beneficial ownership of more than twenty percent (20%) of Company Voting Securitiesas a result of the acquisition of Company Voting Securities by Company which reduces the number ofCompany Voting Securities outstanding; provided, however, that if (after such acquisition byCompany) such person becomes the beneficial owner of additional Company Voting Securities thatincreases the percentage of outstanding Company Voting Securities beneficially owned by suchperson, a Change in Control shall then occur. Notwithstanding anything in this Agreement to thecontrary, if (1) Employee’s employment is terminated prior to a Change in Control for reasons thatwould have constituted a Qualifying Termination if they had occurred following a Change in Control,(2) Employee reasonably demonstrates that such termination was at the request of a third party whohad indicated an intention or taken steps reasonably calculated to effect a Change in Control, and(3) a Change in Control involving such third party (or a party competing with such third party toeffectuate a Change in Control) does occur, then (for purposes of this Agreement) the dateimmediately prior to the date of such termination of employment (or event constituting Good Reason)shall be treated as a Change in Control.               (D) “Date of Termination” means (1) the effective date on which Employee’s employment byEmployer terminates as specified in a prior written notice by Employer or Employee (as the case maybe) to the other, or (2) if Employee’s employment by Employer terminates by reason of death, thedate of death of Employee, or (3) if the Employeeincurs a Disability, the date of such Disability as determined by a physician chosen by Employer.For purposes of determining the timing of payments and benefits to Employee under Section 11.2, thedate of the actual Change in Control shall be treated as Employee’s Date of Termination.
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               (E)     “Disability” means Employee’s inability to perform Employee’s then-existing dutieswith Employer on a full-time basis for at least one hundred eighty (180) consecutive days as aresult of Employee’s incapacity due to physical or mentalillness.               (F)     “Good Reason” means, without Employee’s express written consent, the occurrence of any ofthe following events after a Change in Control: (i) (a) any change in the duties or responsibilities (includingreporting responsibilities) of Employee that is inconsistent inany material and adverse respect with Employee’s positions,duties, responsibilities or status with Employer immediately priorto such Change in Control (including any material and adversediminution of such duties or responsibilities), or (b) a materialand adverse change in Employee’s titles or offices with Employer(including, if applicable, membership on Employer’s Board ofDirectors) from those existing immediately prior to such Change inControl;  (ii) (a) a reduction by Employer in Employee’s Basic Salary as ineffect immediately prior to such Change in Control (or as suchBasic Salary may be increased from time to time thereafter), or(b) the failure by Employer to pay Employee an annual bonus inrespect of the year in which such Change in Control occurs or anysubsequent year in an amount greater than or equal to the annualbonus earned for the year ended prior to the year in which suchChange in Control occurs;  (iii) any requirement of Employer that Employee: (a) be basedanywhere more than fifty (50) miles from the office where Employeeis located at the time of the Change in Control, or (b) travel onEmployer business to an extent substantially greater than thetravel obligations of Employee immediately prior to such Change inControl;  (iv) the failure of Employer to: (a) continue in effect anymaterial employee benefit plan, compensation plan, welfare benefitplan or other material fringe benefit plan in which Employee isparticipating immediately prior to such Change in Control or thetaking of any action by Employer which would materially andadversely affect Employee’s participation in or reduce Employee’sbenefits under any such plan, unless Employee is permitted toparticipate in other plans providing Employee with substantiallyequivalent benefits in the aggregate, or (b) provide Employee withpaid vacation in accordance with the most favorable vacationpolicies of Employer as in effect for Employee immediately priorto such Change in Control, including the crediting of all servicefor which Employee had been credited under such vacation policiesprior to the Change in Control; or  (v) the failure of Employer to obtain the assumption (and, ifapplicable, guarantee) agreement from any successor (and ParentCorporation) as contemplated in Section 11.4(B).
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Notwithstanding any contrary provision in this Agreement: (1) an isolated, insubstantial andinadvertent action taken in good faith and which is remedied by Employer within ten (10) days afterreceipt of notice thereof given by Employee shall not constitute Good Reason, and (2) Employee’sright to terminate employment for Good Reason shall not be affected by Employee’s incapacities dueto mental or physical illness; and (3) Employee’s continued employment shall not constitute aconsent to, or a waiver of rights with respect to, any event or condition constituting Good Reason(provided, however, that Employee must provide notice of termination of employment within thirty(30) days following Employee’s knowledge of an event constituting Good Reason or such event shallnot constitute Good Reason under this Agreement).               (G) “Qualifying Termination” means a termination of Employee’s employment with Employer aftera Change in Control (i) by Employer other than for Cause, or (ii) by Employee for Good Reason.Termination of Employee’s employment on account of death, Disability or Retirement shall notconstitute a Qualifying Termination.               (H) “Retirement” means the termination of Employee’s employment with Employer: (i) on orafter the first of the month coincident with or next following Employee’s attainment of agesixty-five (65), or (ii) on such later date as may be provided in a written agreement betweenEmployer and Employee.               (I) “Subsidiary” means any corporation or other entity in which Company: (i) has a direct orindirect ownership interest of fifty percent (50%) or more of the total combined voting power ofthe then-outstanding securities or interests of such corporation or other entity entitled to votegenerally in the election of directors, or (ii) has the right to receive fifty percent (50%) ormore of the distribution of profits or fifty percent (50%) of the assets upon liquidation ordissolution of such corporation or other entity.               (J) “Termination Period” means the period of time beginning with a Change in Control andending two (2) years following such Change in Control.               (K) “Highest Base Salary” means Employee’s then-current annual base salary (excluding anybonuses) paid to Employee immediately prior to the Date of Termination.               (L) “Company” means LNB Bancorp, Inc. and its successors.          11.2 Notwithstanding any contrary provision in Section 7 or in any other Section of thisAgreement, if (during the Termination Period) Employee’s employment with Employer terminatespursuant to a Qualifying Termination:               (A) Employer shall pay to Employee, within twenty (20) days following the Date of Termination,a lump sum cash amount equal to the sum of (i) one hundred fifty percent (150%) of Employee’sHighest Base Salary, as defined in Section 11.1(K), through the Date of Termination, plus (ii) anybase salary and bonuses which have been earned through the Date of Termination and are payable, tothe extent not theretofore paid or deferred, plus (iii) a pro rata portion of Employee’s annualbonus for the fiscal year in which Employee’s Date of Termination occurs in an amount at leastequal to (1) Employee’s Bonus Amount multiplied by (2) a fraction, the numerator of which is thenumber of days in the fiscal year in which the Date of Termination occurs through the Date ofTermination and the denominator of which is three hundred sixty-five (365), and reduced by (3) anyamounts paid to Employee by Employer as anexecutive bonus (pursuant to approval of the Board of Directors) for the fiscal year in whichEmployee’s Date of Termination occurs, plus (iv) any accrued and unpaid vacation pay.
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               (B) Notwithstanding any contrary provision in this Section 11.2, Employer’s payments toEmployee under this Section 11.2 shall be reduced to the extent that such payments (together withall other payments by Employer to Employee under all other written or verbal agreements betweenEmployer and Employee) constitute an “excess parachute payment” under Section 280G of the InternalRevenue Code (as may be periodically amended).          11.3 Employer shall withhold from all payments due to Employee (or Employee’s beneficiaries orestate) hereunder all taxes which, by applicable federal, state, local or other law, Employer isrequired to withhold therefrom.     11.4  (A) This Section 11 shall not be terminated by any Business Combination. In the event ofany Business Combination, the provisions of this Section 11 shall be binding upon the SurvivingCorporation and such Surviving Corporation shall be treated as Employer hereunder.               (B) Employer agrees that, in connection with any Business Combination, Employer will cause anysuccessor entity to Employer unconditionally to assume (and, for any Parent Corporation in suchBusiness Combination, to guarantee), by written instrument delivered to Employee (or Employee’sbeneficiaries or estate), all of the obligations of Employer under this Section 11. Failure ofEmployer to obtain such assumption or guarantee prior to the effectiveness of any such BusinessCombination that constitutes a Change in Control shall be a breach of this Agreement and shallconstitute Good Reason hereunder and, further, shall entitle Employee to compensation and otherbenefits from Employer in the same amount and on the same terms as Employee would be entitledhereunder as if Employee’s employment were terminated following a Change in Control by reason of aQualifying Termination. For purposes of implementing this Section 11.4(B), the date on which anysuch Business Combination becomes effective shall be deemed the date Good Reason occurs and shallbe the Date of Termination, if so requested by Employee.               (C) This Section 11 shall inure to the benefit of and be enforceable by Employee’s personal orlegal representatives, executors, administrators, successors, heirs, distributees, devisees andlegatees. If Employee dies while any amounts would have been payable to Employee under thisSection 11 if Employee had continued to live, all such amounts (unless otherwise provided herein)shall be paid in accordance with the terms of this Section 11 to such person or persons appointedin writing by Employee to receive such amounts or, if no person is so appointed, to Employee’sestate.          11.5 In the event of a tender or exchange offer, proxy contest, or the execution of anyagreement which, if consummated, would constitute a Change in Control, Employee agrees (as acondition to receiving any payments and benefits under Section 11.2 of this Agreement) not to leavevoluntarily the employ of the Employer (other than as a result of Disability, Retirement or anevent which would constitute Good Reason if a Change in Control had occurred) until the Change inControl occurs or, if earlier, such tender or exchange offer, proxy contest or agreement isterminated or abandoned.
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     IN WITNESS WHEREOF, the Parties have set their hands as of the day and year first abovewritten.In the Presence of:                    (Signature of First Witness)   Richard E. Lucas             “Employee” (Signature of Second Witness)                 LNB BANCORP, INC.           By:         (Signature of First Witness)          Daniel E. Klimas, President         (Signature of Second Witness)                 THE LORAIN NATIONAL BANK           By:         (Signature of First Witness)           Daniel E. Klimas, President         (Signature of Second Witness)     “Employer”
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