EX-10.2



 






Exhibit 10.2




LNB BANCORP, INC.




Non-Qualified Stock Option Agreement

Granted Under 2006 Stock Incentive Plan




          Grant of Option.




     This agreement evidences the grant by LNB Bancorp, Inc., an Ohio corporation (the “Company”),
on ___, 20___(the “Grant Date”) to ___, an [employee] of the Company (the
“Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in
the Company’s 2006 Stock Incentive Plan (the “Plan”), a total of                    common
shares (the “Shares”), $1.00 par value per share, of the Company (“Common Shares”) at
$           per Share. Unless earlier terminated, this option shall expire at 5:00 p.m.,
Eastern time, on ___(the “Final Exercise Date”). Capitalized terms used and not otherwise
defined herein shall have the meanings ascribed to them in the Plan.



     It is intended that the option evidenced by this agreement shall be a Non-Qualified Stock
Option. Except as otherwise indicated by the context, the term “Participant,” as used in this
option, shall be deemed to include any person who acquires the right to exercise this option
validly under its terms.



          Vesting Schedule.




     This option will become exercisable (“vest”) as to [one-third] of the original number of
Shares on the first anniversary of the Grant Date and as to an additional [one-third] of the
original number of Shares on each successive anniversary following the first anniversary of the
Grant Date until the [third] anniversary of the Grant Date.



     The right of exercise shall be cumulative so that to the extent the option is not exercised in
any period to the maximum extent permissible it shall continue to be exercisable, in whole or in
part, with respect to all Shares for which it is vested until the earlier of the Final Exercise
Date or the termination of this option under Section 3 hereof or the Plan.



          Exercise of Option.





     Form of Exercise. Each election to exercise this option shall be in writing,
signed by the Participant, and received by the Company at its principal office, accompanied
by this agreement, and payment in full in the manner provided in the Plan. The Participant
may purchase less than the number of shares covered hereby, provided that no partial
exercise of this option may be for any fractional share.




     Continuous Relationship with the Company Required. Except as otherwise
provided in this Section 3, this option may not be exercised unless the Participant, at the
time he or she exercises this option, is, and has been at all times since the Grant Date,
an [employee] of the Company or any other entity the employees, officers, directors,



55









 






     consultants, or advisors of which are eligible to receive option grants under the Plan (an
“Eligible Participant”).




     Termination of Relationship with the Company. If the Participant ceases to be
an Eligible Participant for any reason, then, except as provided in paragraphs (d) and (e)
below, the right to exercise this option shall terminate 60 days after such cessation (but
in no event after the Final Exercise Date), provided that this option shall
be exercisable only to the extent that the Participant was entitled to exercise this option
on the date of such cessation.




     Exercise Period Upon Death or Disability. If the Participant dies or becomes
disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise
Date while he or she is an Eligible Participant and the Company has not terminated such
relationship for “cause” as specified in paragraph (e) below, this option shall be
exercisable, within the period of one year following the date of death or disability of the
Participant, by the Participant (or in the case of death by an authorized transferee),
provided that this option shall be exercisable only to the extent that this
option was exercisable by the Participant on the date of his or her death or disability,
and further provided that this option shall not be exercisable after the Final Exercise
Date.




     Discharge for Cause. If the Participant, prior to the Final Exercise Date, is
discharged by the Company for “Cause” (as defined below), the right to exercise this option
shall terminate immediately upon the effective date of such discharge. “Cause” shall mean
(i) the Participant’s commission of any act constituting a felony or a crime involving
moral turpitude; (ii) breach by the Participant of
any non-competition, non-solicitation or confidentiality obligation to the Company;
(iii) any act of the Participant involving embezzlement or fraud against the Company or any
Affiliate; or (iv) any act of the Participant involving operational wrongdoing relating to
the Company or any Affiliate. Whether “Cause” exists shall be determined by the Committee
in its sole and exclusive discretion. The Participant shall be considered to have been
discharged for “Cause” if the Company determines, within 30 days after the Participant’s
resignation, that discharge for Cause was warranted.



Withholding.




56









 





     No Shares will be issued pursuant to the exercise of this option unless and until the
Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any
federal, state or local withholding taxes required by law to be withheld in respect of this option.



          Nontransferability of Option.




     This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the
Participant, either voluntarily or by operation of law, except in accordance with the terms of the
Plan. During the lifetime of the Participant, this option shall be exercisable only by the
Participant.



          Code Section 409A.




     It is intended that this option and the compensation and benefits hereunder either be exempt
from, or comply with, Code Section 409A, and this option shall be so construed and administered.
In the event that the Company reasonably determines that any compensation or benefits payable under
this option may be subject to taxation under Section 409A, the Company, after consultation with the
Participant, shall have the authority to adopt, prospectively or retroactively, such amendments to
this option or to take any other actions it determines necessary or appropriate to (i) exempt the
compensation and benefits payable under this option from Section 409A or (ii) comply with the
requirements of Section 409A. In no event, however, shall this section or any other provisions of
this option be construed to require the Company to provide any gross-up for the tax consequences of
any provisions of, or payments under, this option and the Company shall have no responsibility for
tax consequences to the Participant (or his or her beneficiary) resulting from the terms or
operation of this option.



          Provisions of the Plan.




     This option is subject to the provisions of the Plan, a copy of which is furnished to the
Participant with this option.



     IN WITNESS WHEREOF, the Company has caused this option to be executed by its duly authorized
officer.



	 	 	 	 	 	 	 
	 

	 	LNB BANCORP, INC.
	 	 
	 
	 	 	 	 	 	 
	Dated:                     

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 


							
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





57









 





PARTICIPANT’S ACCEPTANCE




     The undersigned hereby accepts the foregoing option and agrees to the terms and conditions
thereof. The undersigned hereby acknowledges receipt of a copy of the Company’s 2006 Stock
Incentive Plan.



	 	 	 	 	 	 	 
	 

	 	 	 	PARTICIPANT:
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Address:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 






58