Retirement Benefits Agreement



 






LNB Bancorp, Inc.




Exhibit to Form 10 - K




(for the fiscal year ended December 31, 2003)




S - K Reference Number (10a)




Amendment to Supplemental Retirement Benefits
Agreement by and between Gary C. Smith and
LNB Bancorp, Inc. and the Lorain National Bank
dated October 6, 2003.



 









 





Exhibit 10(A)




AMENDMENT TO SUPPLEMENTAL RETIREMENT BENEFITS AGREEMENT

FOR

GARY C. SMITH




     This Amendment (the “Amendment”), made as of this 6th day of October,
2003, by and among LNB BANCORP, INC. (an Ohio corporation) and THE LORAIN
NATIONAL BANK (a national banking association organized and existing under the
laws of the United States of America), which together with their respective
successors and assigns are herein collectively called “Employer”, and GARY C.
SMITH, who is herein called “Executive”, is to EVIDENCE THAT:



     WHEREAS Executive and Employer have signed and executed a certain
Supplemental Retirement Benefits Agreement dated December 15, 2000 (herein
called the “Agreement”); and



     WHEREAS Employer and Executive now desire to amend the Agreement as stated
in this Amendment;



     NOW, THEREFORE, in consideration of the mutual promises made in this
Amendment and in the Agreement and for other valuable consideration (the
receipt and sufficiency of which are hereby acknowledged), Employer and
Executive hereby agree to amend the Agreement as follows, effective on the date
hereof:



     1. Section 1 of the Agreement is amended to read as follows:



          1. Employment of Executive.




     1.1 In accordance with Executive’s employment
agreement with Employer dated December 22, 2000 and all
amendments thereto and replacement employment agreements
therefor (herein collectively called the “Employment
Agreement”), Executive shall continue to perform duties for
Employer in such senior executive capacity as the Board of
Directors of Employer may periodically designate.
Executive shall devote Executive’s best efforts to
performing conscientiously, faithfully and loyally all
Executive’s duties for Employer as designated in the
Employment Agreement. Executive’s employment with Employer
shall continue until terminated pursuant to the Employment
Agreement.




     1.2 If Employer terminates Executive’s employment with
Employer without cause (as defined in Section 3.5 of this
Agreement), Employer covenants that it will elect the two
(2)-year Restricted Period (as defined in Section 8.1(G) of
the Employment Agreement) pursuant to Section 7.8 of the
Employment Agreement and, as a result of such election and
in consideration for the two (2)-year Restricted Period,
Employer shall continue to pay Executive’s total
compensation (as reflected on Executive’s W-2



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Federal Income Tax Statement from Employer for the prior
calendar year) for a period of two (2) years from the date
of termination of employment in accordance with Section 7.8
of the Employment Agreement.



     2. Section 3.1 of the Agreement is hereby deleted and replaced with the
following:




     3.1 Normal Retirement. If Executive remains in the
continuous employ of Employer pursuant to the Employment
Agreement and retires or is discharged by Employer (for any
reason, with or without cause) from active employment with
Employer on or after age 65 (herein called the “Normal
Retirement Date”) or if Employer terminates Executive
without cause (as defined in Section 3.5 of this Agreement)
at any time before the Normal Retirement Date, Executive
will be entitled to receive such supplemental annual
retirement benefits (herein called the “Supplemental
Retirement Benefits”) which, when added to (i) Executive’s
LNB Pension Plan Benefits and (ii) the social security
benefits to which Executive is eligible on the date of
Executive’s employment termination and (iii) the benefits
attributable to Employer’s contributions to its Section
401(k) Plan (and any successor qualified retirement plan)
paid or accrued by Employer from and after the date the LNB
Pension Plan was terminated and/or frozen (the “401(k) Plan
Benefits”), shall provide an annual amount (pro-rated for
any fraction of a calendar year) equal to seventy percent
(70%) of Executive’s Compensation (as defined herein). For
purposes of this Agreement, the term “Compensation” is
limited to the largest annual Basic Salary (as defined in
Section 2.1 of the Employment Agreement and as may be
periodically increased pursuant to the Employment Agreement)
and the largest annual bonus paid to Executive by Employer
for the two (2) full calendar years of employment
immediately preceding the date of Executive’s employment
termination as reflected on Executive’s combined W-2 Federal
Income Tax Statements from Employer. The Supplemental
Retirement Benefits shall be payable by Employer for a
period of ten (10) years in one hundred twenty (120) equal
monthly payments (or, at Executive’s option, the same amount
of Supplemental Retirement Benefits will be payable in a
greater number of equal monthly payments but not to exceed
two hundred forty (240)), commencing on the first day of the
calendar month immediately following the later of the date
of Executive’s employment termination or the Normal
Retirement Date and continuing on the first day of each
calendar month thereafter until the Supplemental Retirement
Benefits are fully paid. For purposes of this Agreement:
(i) Executive shall be under no obligation to
elect to receive Social Security benefits as a condition to
entitlement to the Supplemental Retirement Benefits, and



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(ii) Executive’s LNB Pension Plan benefits and 401(k) Plan
Benefits shall each be separately calculated as though
payable as a single life annuity for Executive’s life
expectancy.



     3. A new Section 3.7 is hereby added to the Agreement and shall read as
follows:




     3.7 Salary Continuation Benefits. If Employer
terminates Executive’s employment without cause (as defined
in Section 3.5 of this Agreement) at any time before the
Normal Retirement Date (as defined in Section 3.1 of this
Agreement), Employer will pay Executive an annual benefit
(pro-rated for any fraction of a calendar year) equal to a
portion of Executive’s Basic Salary (as defined in Section
2.1 of the Employment Agreement) for the immediately prior
calendar year as reflected on Executive’s W-2 Federal Income
Tax Statement from Employer, payable monthly until Executive
reaches the Normal Retirement Date, which annual portion
(herein called the “Salary Continuation Benefits”) shall be
no less than fifty percent (50%) of the Basic Salary and no
more than eighty percent (80%) of the Basic Salary as
determined by Employer’s Board of Directors in its sole
discretion but based upon Executive’s job performance prior
to such employment termination; provided, however, that any
such Salary Continuation Benefits shall be reduced by: (i)
any income earned by Executive from any other source for
services rendered by Executive prior to the Normal
Retirement Date and after Executive’s employment
termination, except that Executive may earn income from
sources that are non-competitive to Employer and
non-executive in status, without any reduction in Salary
Continuation Benefits, as for example employment with a bed
and breakfast, bait shop or other small entrepreneurial
endeavor; and (ii) any Supplemental Retirement Benefits paid
to Executive under this Agreement prior to the Normal
Retirement Date, and (iii) all payments to Executive under
Section 1.2 of this Agreement.



     4. A new Section 8 is hereby added to the Agreement and shall read as
follows:



          8. Additional Benefits.




     8.1 In addition to any Supplemental Retirement Benefits
and any Salary Continuation Benefits paid under this
Agreement, if Employer terminates Executive’s employment
without cause (as defined in Section 3.5 of this Agreement)
prior to the Normal Retirement Date (as defined in Section
3.1 of this Agreement),
Employer will: (i) as soon as practicable, transfer to
Executive title (free and clear of all liens and
encumbrances) to the vehicle then provided by Employer for
Executive’s performance of his employment duties on the date
of employment termination



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(provided, however, that Executive shall assume and pay for
all sales, income and other taxes resulting from such
transfer), and (ii) continue to pay until the Normal
Retirement Date hospitalization insurance in the same
manner and containing the same terms and conditions as
provided to the other members of Employer’s executive
group, and (iii) after the Normal Retirement Date, permit
Executive to participate (at Executive’s sole expense) in
Employer’s group hospitalization coverage as may be
periodically modified if (and to the extent that) so
permitted by Employer’s hospitalization insurance carrier.




     8.2 In accordance with Ohio law, Employer’s governing
documents (as may be periodically amended) and the
Employment Agreement, Employer hereby indemnifies and saves
Executive harmless from and against all claims,
liabilities, judgments, decrees, fines, penalties, fees,
amounts paid in settlement or any other costs, losses,
expenses (including, but not limited to, reasonable
attorneys’ fees and court costs) directly or indirectly
arising or resulting from or in connection or association
with any threatened or pending action, suit or proceeding
(whether civil, criminal, administrative, investigatory or
otherwise) based upon any alleged or actual violation of
any Federal or State securities law, and any appeals
related thereto, under which Executive is a party or
participant because of Executive’s good faith actions or
omissions arising from the performance of Executive’s
employment duties and obligations, except for such claims
(including court proceedings) brought by the respective
Parties against each other.




     8.3 All shares of Employer’s stock issued to Executive
pursuant to any non-qualified stock option agreement or
plan shall be timely and properly registered by Employer
for transfer in compliance with all relevant Federal and
State securities laws.



     5. Employer also covenants and agrees that any compensation program for
Executive adopted by Employer after the date of this Amendment shall include
any non-qualified stock options granted to Executive but rescinded prior to the
date of this Amendment.



     6. In Sections 3.3, 3.4 and 3.5 of the Agreement, the phrase “actuarial
equivalent” is deleted and replaced with the phrase “discounted present value”.



     7. In all other respects, the Agreement is hereby ratified, approved and
confirmed.



[Document Continued on Next Page]




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     IN WITNESS WHEREOF, Employer has caused this Amendment to be executed by
its duly authorized Officers and Executive has set Executive’s hand, as of the
day and year first above written.



	 	 	 
	In the presence of:

	 	THE LORAIN NATIONAL BANK
	 
	 	 
	/s/ Patricia J. Dahm	 	By: /s/ J. F. Kidd
	


	 	

	(Signature of First Witness)

	 	 
	 
	 	 
	/s/ Janice L. Kane	 	Title: Vice Chairman
	


	 	

	(Signature
of Second Witness)

	 	 
	 
	 	 
	 

	 	LNB BANCORP, INC.
	 
	 	 
	/s/ Patricia J. Dahm	 	By: /s/ J. F. Kidd
	


	 	

	(Signature of First Witness)

	 	 
	 
	 	 
	/s/ Janice L. Kane	 	Title: Vice Chairman
	


	 	

	(Signature
of Second Witness)

	 	 
	 
	 	 
	

	 	“Employer”
	/s/ Evelyn France
	 	/s/ Gary C. Smith
	


	 	

	(Signature of First Witness)

	 	Gary C. Smith
	 
	 	 
	/s/ Ann E. Kaler 
	 	 
	


	 	“Executive”
	(Signature of Second Witness)
	 	 








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