Exhibit 10.1
    

    

    

    
      LNB BANCORP, INC.
2006
      STOCK INCENTIVE PLAN
    

    

    

    
      RESTRICTED STOCK AGREEMENT
(Long-Term
      Restricted Stock under EESA)
    

    

    

    
      THIS RESTRICTED STOCK AGREEMENT (this
      “Agreement”) is made to be effective as of _______________, 2010 (the
      “Date of Grant”), by and between LNB Bancorp, Inc., an Ohio corporation
      (the “Company”) and __________ (the “Participant”).
    

    
      WITNESSETH:
    

    
      WHEREAS, the Company has previously
      adopted, and the Shareholders of the Company have approved, the LNB
      Bancorp Inc. 2006 Stock Incentive Plan, as amended and restated (the
      “Plan”);
    

    
      WHEREAS, the Plan authorizes the
      Compensation Committee of the Board of Directors of the Company (the
      “Committee”) to award Restricted Shares to certain Eligible Employees,
      including the Participant; and
    

    
      WHEREAS, the Committee desires to award
      Restricted Shares to the Participant;  
    

    
      NOW, THEREFORE, in consideration of the
      premises and the mutual promises and covenants contained herein, the
      parties hereto make the following agreement, intending to be legally
      bound thereby:
    

    
      1. Defined
      Terms. When used in this
      Agreement, the following capitalized terms have the respective meanings
      set forth in this Section.  Capitalized terms not otherwise defined in
      this Agreement have the meanings ascribed to them in the Plan.
    

    
    	
          (a)
        	
           
        	
          Act: The Securities Exchange Act of 1934, as amended, or any
          successor thereto.
        
	
          (b)
        	

        	
          Change in Control: Notwithstanding anything in the Plan to the
          contrary and pursuant to Section 18.1 of the Plan, a “change in
          control event” as defined in 26 CFR 1.280G-1, Q&A-27 through Q&A-29
          or as defined in 26 CFR 1.409A-3(i)(5)(i).
        
	
          (c)
        	

        	
          Disability: A “permanent and total disability” under Section
          22(e)(3) of the Code.
        
	
          (d)
        	

        	
          TARP: The United States Department of the Treasury’s Troubled Asset
          Relief Program, established pursuant to the Emergency Economic
          Stabilization Act of 2008 and the Capital Purchase Program
          thereunder.
        


    

    
      2. Grant
      of Restricted Shares.  As of
      the Date of Grant, upon the terms and conditions set forth in this
      Agreement, the Company hereby grants to the Participant an award (the
      “Award”) of ___________________________________ (_________) Restricted
      Shares (the “Restricted Stock”).  The value of the Restricted Stock
      granted hereunder and all of the Restricted Shares otherwise granted to
      the Participant in the fiscal year of the Date of Grant collectively may
      not exceed one-third of the Participant’s “annual compensation” (as
      defined in 31 CFR 30, Section 30.1 Q-1) for the fiscal year of the Date
      of Grant, calculated in accordance with 31 CFR 30, Section 30.10 Q-10(e)
      (the “Limit”).  The Committee, in its sole discretion, may reduce, and
      the Participant shall forfeit, the number of Restricted Shares granted
      hereunder to the extent necessary so as not to exceed the Limit.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      3. Terms
      of Award.
    

    
    	
          (a)
        	
           
        	
          Escrow of Shares. A certificate representing the Restricted Stock
          subject to the Award shall be issued in the name of the Participant
          and shall be escrowed with the Company or its designee (the “Escrow
          Agent”) subject to removal of the restrictions or forfeiture
          pursuant to the terms of this Agreement.
        
	
          (b)
        	

        	
          Restrictions. The Participant shall not have the right to sell,
          assign, transfer, convey, dispose, pledge, hypothecate, burden,
          alienate, encumber or charge any Restricted Stock (including any
          Shares issued as the result of stock dividends attributable to the
          Restricted Stock) or any interest therein in any manner whatsoever,
          and the Company shall not be required to transfer on its books any
          such Restricted Stock which shall have been sold, assigned,
          transferred, conveyed, disposed of, pledged, hypothecated, burdened,
          alienated, encumbered or charged in violation of this Agreement.
        
	
          (c)
        	

        	
          Vesting and Transferability.
        


    

    
    	
          (i)
        	
           
        	
          If the Participant remains continuously employed by, and has
          continuously provided substantial services to, the Company from the
          Date of Grant to the date of the applicable event below, the
          Restricted Stock will become vested (and no longer subject to a
          substantial risk of forfeiture) as to 50% of the shares of
          Restricted Stock granted hereunder on the second anniversary of the
          Date of Grant and as to an additional 50% of the shares of
          Restricted Stock granted hereunder on the third anniversary of the
          Date of Grant; provided that 100% of the shares of Restricted Stock
          granted hereunder will become vested (to the extent not already
          vested) upon (A) the Participant’s death, (B) the Participant’s
          Disability or (C) a Change in Control of the Company. Any shares of
          the Restricted Stock that have not vested in accordance with the
          foregoing will be forfeited by the Participant upon any cessation of
          the Participant’s employment by the Company and/or performance of
          substantial services thereto following the Date of Grant.
        
	
          (ii)
        	

        	
          Transferability. Notwithstanding the satisfaction of the vesting
          conditions in Section 3(c)(i), the Restricted Stock will not be
          transferable (as defined in 26 CFR 1.83-3(d)) by the Participant at
          any time prior to the repayment of the TARP assistance received by
          the Company (except as necessary to reflect a merger or acquisition
          of the Company), provided that: (A) 25% of the shares of Restricted
          Stock granted hereunder will no longer be subject to the
          transferability restrictions in this Section 3(c)(ii) upon repayment
          of 25% of the aggregate obligations of the Company under TARP; (B)
          an additional 25% of the shares of Restricted Stock granted
          hereunder (for an aggregate total of 50% of the shares of Restricted
          Stock granted hereunder) will no longer be subject to the
          transferability restrictions in this Section 3(c)(ii) upon repayment
          of 50% of the aggregate obligations of the Company under TARP; (C)
          an additional 25% of the shares of Restricted Stock granted
          hereunder (for an aggregate total of 75% of the shares of Restricted
          Stock granted hereunder) will no longer be subject to the
          transferability restrictions in this Section 3(c)(ii) upon repayment
          of 75% of the aggregate obligations of the Company under TARP; and
          (D) the remainder of the shares of Restricted Stock granted
          hereunder will no longer be subject to the transferability
          restrictions in this Section 3(c)(ii) upon repayment of 100% of the
          aggregate obligations of the Company under TARP.
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
          (d)
        	
           
        	
          “Vested and Transferable Shares” - Removal of Restrictions; Payment.
          Upon the later to occur of the Restricted Stock becoming vested
          pursuant to Section 3(c)(i) and the Restricted Stock becoming
          transferable pursuant to Section 3(c)(ii), such shares of Restricted
          Stock shall be Vested and Transferable Shares and the Company shall,
          within ten (10) business days thereof or as soon as practicable
          thereafter, cause all restrictions hereunder to be removed from the
          certificates representing such Vested and Transferable Shares and
          shall cause certificates representing such Shares to be delivered to
          the Participant, together with certificates representing any Shares
          issued as a result of stock dividends attributable to such Shares
          pursuant to Section 3(f), free and clear of all restrictions (but
          subject to any applicable securities law restrictions or other
          restrictions imposed upon such Shares generally).
        
	
          (e)
        	

        	
          Transferability Exception. Notwithstanding the foregoing, for
          Restricted Stock for which the Participant does not make an election
          under Section 83(b) of the Code, at any time beginning with the date
          upon which the shares of Restricted Stock become substantially
          vested (as defined in 26 CFR 1.83-3(b)) and ending on December 31 of
          the calendar year including that date, a portion of the Restricted
          Stock shall be made transferable for the purposes of and in
          accordance with Section 8 below, and the amounts made transferable
          for this purpose shall not count toward the percentages in Section
          3(c)(ii) above.
        
	
          (f)
        	

        	
          Voting Rights and Dividends. During any period when the shares of
          Restricted Stock are forfeitable, the Participant may generally
          exercise all the rights, powers, and privileges of a Shareholder
          with respect to the shares of Restricted Stock, including the right
          to vote such Shares and to receive all regular cash dividends and to
          receive any stock dividends, and such other distributions as the
          Committee may designate in its sole discretion, that are paid or
          distributed on such shares of Restricted Stock. Any stock dividends
          declared on a share of Restricted Stock shall be treated as part of
          the Award of Restricted Stock and shall be forfeited or become
          nonforfeitable at the same time as the underlying Shares with
          respect to which the stock dividend was declared.
        


    

    
      4. Legend.  The
      certificates representing the Shares which are the subject of the Award,
      and any Shares issued as a result of stock dividends attributed to those
      Shares, shall contain the following or a substantially similar legend:
    

    
      “THE TRANSFERABILITY OF THIS CERTIFICATE
      AND THE COMMON SHARES REPRESENTED BY IT ARE SUBJECT TO THE TERMS AND
      CONDITIONS (INCLUDING CONDITIONS OF FORFEITURE) CONTAINED IN THE LNB
      BANCORP, INC. 2006 STOCK INCENTIVE PLAN AND AN AGREEMENT ENTERED INTO
      BETWEEN THE REGISTERED OWNER AND THE COMPANY.  A COPY OF THIS PLAN AND
      AWARD AGREEMENT ARE ON FILE IN THE OFFICE OF THE SECRETARY OF THE
      COMPANY.”
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      5. Stock
      Powers.  The Participant hereby
      agrees to execute and deliver to the Escrow Agent a stock power or
      powers (endorsed in blank), in the form attached as Exhibit A,
      covering the Restricted Stock and any securities issued as a result of
      stock dividends attributable to the Restricted Stock, and authorizes the
      Escrow Agent to deliver to the Company any and all such shares that are
      forfeited or to be transferred to satisfy tax withholding under the
      provisions of this Agreement.
    

    
      6. Adjustments
      and Changes in the Shares. The
      following provisions shall apply to the Restricted Stock:
    

    
    	
          (a)
        	
           
        	
          Generally. Subject to Section 3.4 of the Plan, in the event that the
          Committee determines that any dividend or other distribution
          (whether in the form of cash, Shares, other securities or other
          property), recapitalization, stock split, reverse stock split,
          reorganization, redesignation, reclassification, merger,
          consolidation, liquidation, split-up, reverse split, spin-off,
          combination, repurchase or exchange of Shares or other securities of
          the Company, issuance of warrants or other rights to purchase Shares
          or other securities of the Company or other similar corporate
          transaction or event affects the Shares such that an adjustment is
          determined by the Committee to be appropriate in order to prevent
          dilution or enlargement of the benefits or potential benefits
          intended to be made available under the Plan, then, in general, the
          Committee may in such manner as it deems equitable, adjust any or
          all of the number and type of Shares (or other securities or other
          property) which are the subject of this Award.
        
	
          (b)
        	

        	
          No Restrictions on Company. The grant of the Award alone shall not
          affect in any way the right of the Company to adjust, reclassify,
          reorganize, or otherwise change its capital or business structure or
          to merge, consolidate, dissolve, liquidate or sell or transfer all
          or any part of its business or assets.
        


    

    
      7. Restrictions
      on Transfers of Common Shares.
      Subject to anything contained in this Agreement or elsewhere to the
      contrary notwithstanding, the Company may postpone the issuance and
      delivery of any Shares hereunder until completion of any stock exchange
      or market listing or registration or other qualification of such Shares
      under any state or federal law, rule or regulation as the Company may
      consider appropriate; and may require the Participant when receiving the
      Shares underlying the Restricted Stock to make such representations and
      furnish such information as the Company may consider appropriate in
      connection with the issuance of the Shares in compliance with applicable
      legal requirements.
    

    
      Shares issued and delivered under this
      Agreement shall be subject to such restrictions on trading, including
      appropriate legending of certificates to that effect, as the Company, in
      its discretion, shall determine are necessary to satisfy all applicable
      laws.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      8. Tax
      Withholding.
    

    
    	
          (a)
        	
           
        	
          Upon the vesting of any shares of Restricted Stock, the Participant
          must pay to the Company any applicable federal, state or local
          withholding tax due as a result of the vesting. Alternatively, if
          the Participant makes a proper election under Section 83(b) of the
          Code, the Participant must notify the Company in accordance with the
          requirements of Section 83(b) of the Code and promptly pay to the
          Company the applicable federal, state, and local withholding taxes
          due with respect to the shares of Restricted Stock subject to the
          election.
        
	
          (b)
        	

        	
          The Committee shall have the right to reduce the number of Shares
          delivered to the Participant to satisfy the minimum applicable tax
          withholding requirements, and the Participant shall have the right
          (absent any such action by the Committee and subject to satisfying
          the requirements under Rule 16b-3) to elect that the minimum
          applicable tax withholding requirements be satisfied through a
          reduction in the number of Shares delivered to him or her.
        


    

    
      9. Conditions
      Upon Issuance of Shares.
    

    
    	
          (a)
        	
           
        	
          Legal Compliance. The Company shall have the right to refuse to
          issue or transfer any Shares under this Agreement if the Company
          acting in its absolute discretion determines that the issuance or
          transfer of such Shares might violate any applicable law or
          regulation.
        
	
          (b)
        	

        	
          Investment Representations. As a condition of the issuance and
          delivery of Shares under this Agreement, the Committee may require
          the Participant (or beneficiary) to represent and warrant at the
          time of any such issuance or delivery that the Shares will be held
          only for investment and without any present intention to sell or
          distribute such Shares if, in the opinion of counsel for the
          Company, such a representation is necessary.
        


    

    
      10. Governing
      Law. This Agreement shall be
      governed by and construed in accordance with the laws of the State of
      Ohio without regard to conflict of law provisions.
    

    
      11. Rights
      and Remedies Cumulative. All
      rights and remedies of the Company and of the Participant enumerated in
      this Agreement shall be cumulative and, except as expressly provided
      otherwise in this Agreement, none shall exclude any other rights or
      remedies allowed by law or in equity, and each of said rights or
      remedies may be exercised and enforced concurrently.
    

    
      12. Captions.
      The captions contained in this Agreement are included only for
      convenience of reference and do not define, limit, explain or modify
      this Agreement or its interpretation, construction or meaning and are in
      no way to be construed as a part of this Agreement.
    

    
      13. Severability.
      If any provision of this Agreement or the application of any provision
      hereof to any person or any circumstance shall be determined to be
      invalid or unenforceable, then such determination shall not affect any
      other provision of this Agreement or the application of said provision
      to any other person or circumstance, all of which other provisions shall
      remain in full force and effect, and it is the intention of each party
      to this Agreement that if any provision of this Agreement is susceptible
      of two or more constructions, one of which would render the provision
      enforceable and the other or others of which would render the provision
      unenforceable, then the provision shall have the meaning which renders
      it enforceable.
    

    
      14. Entire
      Agreement. This Agreement
      constitutes the entire agreement between the Company and the Participant
      in respect of the subject matter of this Agreement. In the event of any
      conflict between the provisions of this Agreement and the terms of the
      Plan, the terms of the Plan will control. No officer, employee or other
      agent of the Company, and no agent of the Participant is authorized to
      make any representation, warranty or other promise not contained in this
      Agreement. No change, termination or attempted waiver of any of the
      provisions of this Agreement shall be binding upon any party hereto
      unless contained in a writing signed by the party to be charged.
    

    
      15. Amendment.  The
      Committee may amend, prospectively or retroactively, the terms of this
      Award, provided that no amendments may be inconsistent with the terms of
      the Plan or would materially and adversely affect the rights of the
      Participant without his or her written consent, subject to Section 19 of
      this Agreement.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      16. Successors
      and Assigns. This Agreement
      shall inure to the benefit of and be binding upon the successors and
      assigns (including successive, as well as immediate, successors and
      assigns) of the Company.
    

    
      17. No
      Right to Continued Employment.  Neither
      the Plan nor this Agreement shall be construed to grant the Participant
      any right to remain an employee with the Company or its Affiliates, or
      to be employed in any particular position therewith.  The Plan and this
      Agreement do not constitute a contract of employment, and the Company
      and each Affiliate expressly reserves the right, at any time, to
      terminate the Participant’s employment free from liability, or any
      claim, under the Plan and this Agreement, except as may be specifically
      provided therein.
    

    
      18. Section
      409A of the Code.  This
      Agreement, Award and the compensation and benefits hereunder are
      intended to meet the requirements for exclusion from coverage under
      Section 409A of the Code and shall be construed and administered
      accordingly.  In addition to the general amendment rights of the Company
      with respect to the Plan and this Agreement, the Company specifically
      retains the unilateral right (but not the obligation) to make,
      prospectively or retroactively, any amendment to the Plan or this
      Agreement as it deems necessary or desirable to more fully address
      issues in connection with exemption from (or compliance with) Section
      409A of the Code and other laws.  In no event, however, shall this
      section or any other provisions of the Plan or this Agreement be
      construed to require the Company to provide any gross-up for the tax
      consequences of any provisions of, or payments under, the Plan and this
      Agreement and the Company and its Affiliates shall have no
      responsibility for tax or legal consequences to any participant (or
      beneficiary) resulting from the terms or operation of the Plan or this
      Agreement.
    

    
      19. EESA.  This
      Award is subject to Section 18.1 of the Plan.  It is the intention and
      purpose of the Company that this Award of Restricted Stock meet the
      requirements of “long-term restricted stock” under 31 CFR 30, Section
      30.1 Q-1 and the Award and this Agreement shall be construed and
      administered accordingly.  To the extent that this Agreement and the
      Restricted Stock granted hereunder are subject to Section 111 of the
      Emergency Economic Stabilization Act of 2008 and any regulations,
      guidance or interpretations that may from time to time be promulgated
      thereunder or any other applicable statute or regulation affecting the
      Participant’s compensation (“EESA or Other Applicable Law”), then any
      payment of any kind provided for by, or accrued with respect to, this
      Agreement and the Restricted Stock granted hereunder must comply with
      EESA or Other Applicable Law, and this Agreement and the Restricted
      Stock granted hereunder shall be interpreted or reformed to so
      comply.  Notwithstanding anything in this Agreement to the contrary, any
      payment made or provided under, or accrued with respect to, this
      Agreement that is based on materially inaccurate financial statements
      (which includes, but is not limited to, statements of earnings,
      revenues, or gains) or other materially inaccurate performance metric
      criteria, and any payment received by the Participant in violation of
      EESA or Other Applicable Law, shall be subject to recovery by the
      Company.  In the event that the Board of Directors or the Committee
      determines by at least a majority vote that a payment to the Participant
      is recoverable pursuant to the foregoing, the Participant shall repay
      the aggregate amount of such payment, to the fullest extent permitted by
      law, within 15 business days following written notice to the Participant
      by the Company of such determination.
    

    
      *   *   *   *   *
    

    
      The Participant has reviewed this
      Agreement in its entirety, has had an opportunity to obtain the advice
      of counsel prior to executing this Agreement and fully understands all
      provisions of this Agreement. The Participant hereby agrees to accept as
      binding, conclusive and final all decisions or interpretations of the
      Committee upon any questions arising under this Agreement.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      IN WITNESS WHEREOF, the parties hereto
      have caused this Restricted Stock Agreement to be executed on the date
      first above written.
    

    

    

    

    

    
    	
           
        	
          
            COMPANY:
          

        	

        
	

        	
          LNB BANCORP, INC.
        	
          
             
          

        
	

        	

        	
           
        
	

        	
          By:
        	
          
             
          

        	

        
	

        	
          Its:
        	
          
             
          

        	

        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            PARTICIPANT:
          

        	

        
	

        	

        	
           
        
	

        	
          
             
          

        	

        
	

        	
          [Name]
        	

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      EXHIBIT A
    

    
      IRREVOCABLE STOCK POWER
    

    

    

    
      KNOW ALL MEN BY THESE PRESENTS that for
      value received, the undersigned, ________________________________ (the
      “Transferor”), does hereby transfer to LNB Bancorp, Inc., or its
      successor in interest (the “Transferee”), __________________ common
      shares, without par value, of LNB Bancorp, Inc., an Ohio corporation
      (the “Corporation”), which shares are represented by certificate number
      _______________, and does hereby appoint the Transferee his true and
      lawful attorney, irrevocable for himself and in his name and stead, to
      assign, transfer and set over, all or any part of the shares of stock
      hereby transferred to the Transferee, and for that purpose, to make and
      execute all necessary acts of assignment and transfer, and one or more
      persons to substitute with like full power, hereby ratifying and
      confirming all that his said attorney, or substitute or substitutes will
      lawfully do by virtue hereof.    
    

    

    

    
      IN WITNESS WHEREOF, I have hereunto set my
      hand as of the ____ day of __________________, 20___.
    

    

    

    

    

    
    	
          
             
          

        	
           
        
	

        	
          TRANSFEROR