LNB Bancorp, Inc. Amended and Restated 2006 Stock Incentive Plan



 Exhibit 10.1 
 LNB BANCORP, INC. 
 AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN

 (Restated as of December 15, 2009; further Amended and Restated as of May 2, 2012) 

ARTICLE 1 

General Purpose of Plan; Definitions 
 1.1 Name and Purposes. The name of this Plan is the LNB Bancorp, Inc. Amended and Restated 2006 Stock Incentive Plan, which was restated as of December 15, 2009 and has been further amended
and restated as of May 2, 2012). The purpose of this Plan is to enable LNB Bancorp, Inc. and its Affiliates to: (i) attract and retain skilled and qualified officers and key employees who are expected to contribute to the Company’s
success by providing long-term incentive compensation opportunities competitive with those made available by other companies; (ii) motivate participants to achieve the long-term success and growth of the Company; (iii) facilitate ownership
of shares of the Company; and (iv) align the interests of the participants with those of the Company’s shareholders. 

1.2 Certain Definitions. Unless the context otherwise indicates, the following words used herein shall have the following meanings
whenever used in this instrument: 
 (a) “Affiliate” means any corporation, partnership, joint venture or other
entity, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with the Company within the meaning of Section 414(b) or (c) of the Code. 

(b) “Award” means any grant under this Plan of a Stock Option, Stock Appreciation Right, Restricted Share, Restricted Share
Unit or Performance Share to any Plan participant. 
 (c) “Board of Directors” mean the Board of Directors of the
Company, as constituted from time to time. 
 (d) “Code” means the Internal Revenue Code of 1986, as amended, and any
lawful regulations or guidance promulgated thereunder. Whenever reference is made to a specific Internal Revenue Code section, such reference shall be deemed to be a reference to any successor Internal Revenue Code section or sections with the same
or similar purpose. 
 (e) “Committee” means the committee administering this Plan as provided in Section 2.1.

 (f) “Common Shares” mean the common shares, $1.00 par value per share, of the Company. 

(g) “Company” means LNB Bancorp, Inc., a corporation organized under the laws of the State of Ohio and, except for purposes of
determining whether a Change in Control has occurred, any corporation or entity that is a successor to LNB Bancorp, Inc. or substantially all of the assets of LNB Bancorp, Inc. and that assumes the obligations of LNB Bancorp, Inc. under this Plan by
operation of law or otherwise. 







 (h) “Date of Grant” means the date on which the Committee grants an Award.

 (i) “Director” means a member of the Board of Directors. 

(j) “Eligible Employee” is defined in Article 4. 
 (k) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and any lawful regulations or guidance promulgated thereunder. 

(l) “Exercise Price” means the purchase price of a Share pursuant to a Stock Option, or the exercise price per Share related to
a Stock Appreciation Right. 
 (m) “Fair Market Value” means the closing price of a Share as reported on The Nasdaq
Stock Market, or, if applicable, on any national securities exchange or automated quotation system on which the Common Shares are principally traded, on the date for which the determination of Fair Market Value is made, or, if there are no sales of
Common Shares on such date, then on the most recent immediately preceding date on which there were any sales of Common Shares. If the Common Shares are not, or cease to be, traded on The Nasdaq Stock Market or any national securities exchange or
automated quotation system, the “Fair Market Value” of Common Shares shall be determined pursuant to a reasonable valuation method prescribed by the Committee. Notwithstanding the foregoing, as of any date, the “Fair Market
Value” of Common Shares shall be determined in a manner consistent with Section 409A of the Code and the guidance then-existing thereunder. In addition, “Fair Market Value” with respect to ISOs and related SARs shall be
determined in accordance with Section 6.2(f). 
 (n) “Incentive Stock Option” and “ISO” mean a Stock
Option that is identified as such and which meets the requirements of Section 422 of the Code. 
 (o) “Non-Qualified
Stock Option” and “NQSO” mean a Stock Option that: (i) is governed by Section 83 of the Code; and (ii) does not meet the requirements of Section 422 of the Code. 

(p) “Outside Director” means a Director who meets the definitions of the terms “outside director” set forth in
Section 162(m) of the Code, “independent director” set forth in The Nasdaq Stock Market, Inc. rules, and “non-employee director” set forth in Rule 16b-3, or any successor definitions adopted by the Internal Revenue Service,
The Nasdaq Stock Market, Inc. and Securities and Exchange Commission, respectively, and similar requirements under any other applicable laws and regulations. 
 (q) “Parent” means any corporation which qualifies as a “parent corporation” of the Company under Section 424(e) of the Code. 

(r) “Performance Shares” is defined in Article 9. 
 (s) “Performance Period” is defined in Section 9.2. 
 (t)
“Plan” means this LNB Bancorp, Inc. Amended and Restated 2006 Stock Incentive Plan, as amended from time to time. 

  
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 (u) “Restricted Share Units” is defined in Article 8. 

(v) “Restricted Shares” is defined in Article 8. 
 (w) “Rule 16b-3” is defined in Article 16. 
 (x) “Section 162(m)
Person” means, for any taxable year, a person who is a “covered employee” within the meaning of Section 162(m)(3) of the Code. 
 (y) “Share” or “Shares” mean one or more of the Common Shares. 

(z) “Shareholder” means an individual or entity that owns one or more Shares. 

(aa) “Stock Appreciation Rights” and “SARs” mean any right to receive the appreciation in Fair Market Value of a
specified number of Shares over a specified Exercise Price pursuant to an Award granted under Article 7. 
 (bb) “Stock
Option” means any right to purchase a specified number of Shares at a specified price which is granted pursuant to Article 5 and may be an Incentive Stock Option or a Non-Qualified Stock Option. 

(cc) “Stock Power” means a power of attorney executed by a participant and delivered to the Company which authorizes the
Company to transfer ownership of Restricted Shares, Performance Shares or Common Shares from the participant to the Company or a third party. 
 (dd) “Subsidiary” means any corporation which qualifies as a “subsidiary corporation” of the Company under Section 424(f) of the Code. 

(ee) “Vested” means, with respect to a Stock Option, that the time has been reached when the option to purchase Shares first
becomes exercisable; and with respect to a Stock Appreciation Right, when the Stock Appreciation Right first becomes exercisable for payment; with respect to Restricted Shares, when the Shares are no longer subject to forfeiture and restrictions on
transferability; with respect to Restricted Share Units and Performance Shares, when the units or Shares are no longer subject to forfeiture and are convertible to Shares. The words “Vest” and “Vesting” have meanings correlative
to the foregoing. 
 ARTICLE 2 
 Administration 
 2.1 Authority and Duties of the Committee. 

(a) The Plan shall be administered by a Committee of at least three Directors who are appointed by the Board of Directors. Unless
otherwise determined by the Board of Directors, the Compensation Committee of the Board of Directors (or any subcommittee thereof) shall serve as the Committee, and all of the members of the Committee shall be Outside Directors. Notwithstanding the
requirement that the Committee consist exclusively of Outside Directors, no action or determination by the Committee or an individual then considered to be an Outside Director shall be deemed void because a member of the Committee or such individual
fails to satisfy the requirements for being an Outside Director, except to the extent required by applicable law. 

  
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 (b) The Committee has the power and authority to grant Awards pursuant to the terms of this
Plan to Eligible Employees. 
 (c) The Committee has the sole and exclusive authority, subject to any limitations specifically
set forth in this Plan, to: 
  

	 	(i)	select the Eligible Employees to whom Awards are granted; 

  

	 	(ii)	determine the types of Awards granted and the timing of such Awards; 

  

	 	(iii)	determine the number of Shares to be covered by each Award granted hereunder; 


 

	 	(iv)	determine whether an Award is, or is intended to be, “performance-based compensation” within the meaning of Section 162(m) of the Code;


  

	 	(v)	determine the other terms and conditions, not inconsistent with the terms of this Plan, of any Award granted hereunder; such terms and conditions include, but are not
limited to, the Exercise Price, the time or times when Options or Stock Appreciation Rights may be exercised (which may be based on performance objectives), any Vesting, acceleration or waiver of forfeiture restrictions, any performance criteria
(including any performance criteria as described in Section 162(m)(4)(C) of the Code) applicable to an Award, and any restriction or limitation regarding any Option or Stock Appreciation Right or the Common Shares relating thereto, based in
each case on such factors as the Committee, in its sole discretion, shall determine; 

  

	 	(vi)	determine whether any conditions or objectives related to Awards have been met, including any such determination required for compliance with Section 162(m) of the
Code; 

  

	 	(vii)	subsequently modify or waive any terms and conditions of Awards, not inconsistent with the terms of this Plan; 


 

	 	(viii)	adopt, alter and repeal such administrative rules, guidelines and practices governing this Plan as it deems advisable from time to time; 


 

	 	(ix)	promulgate such administrative forms as it from time to time deems necessary or appropriate for administration of the Plan; 


 

	 	(x)	construe, interpret, administer and implement the terms and provisions of this Plan, any Award and any related agreements; 


 

	 	(xi)	correct any defect, supply any omission and reconcile any inconsistency in or between the Plan, any Award and any related agreements; 


  
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	 	(xii)	prescribe any legends to be affixed to certificates representing Shares or other interests granted or issued under the Plan; and 


 

	 	(xiii)	otherwise supervise the administration of this Plan. 

 (d) All decisions made by the Committee pursuant to the provisions of this Plan are final and binding on all persons, including the Company, its shareholders and participants, but may be made by their
terms subject to ratification or approval by, the Board of Directors, another committee of the Board of Directors or shareholders. 
 (e) The Company shall furnish the Committee with such clerical and other assistance as is necessary for the performance of the Committee’s duties under the Plan. 

2.2 Delegation of Duties. The Committee may delegate ministerial duties to any other person or persons, and it may employ
attorneys, consultants, accountants or other professional advisers for purposes of plan administration at the expense of the Company. 
 2.3 Limitation of Liability. Members of the Board of Directors, members of the Committee and Company employees who are their designees acting under this Plan shall be fully protected in relying in
good faith upon the advice of counsel and shall incur no liability except for gross or willful misconduct in the performance of their duties hereunder. 
 ARTICLE 3 
 Stock Subject to Plan 

3.1 Total Shares Limitation. Subject to the provisions of this Article, the maximum number of Shares that may be issued or
transferred (a) upon the exercise of Stock Options or Stock Appreciation Rights, (b) as Restricted Shares and released from a substantial risk of forfeiture thereof, (c) in payment of Restricted Share Units, (d) in payment of
Performance Shares that have been earned, or (e) in payment of any other Award granted under this Plan, shall not exceed in the aggregate 800,000 Common Shares, which includes 600,000 Shares that were available under the Plan prior to this
amendment and restatement and an additional 200,000 Shares that are available as of this amendment and restatement. Shares available under the Plan may be treasury or authorized but unissued Shares. 

3.2 Other Limitations. 
 (a) Stock Option Limitations. The maximum number of Shares that may be issued with respect to all Incentive Stock Options granted in the aggregate under this Plan is 800,000 Shares. 

(b) Restricted Share, Restricted Share Unit and Performance Share Limitations. The maximum number of Shares that may be issued
(i) as Restricted Shares and released from a substantial risk of forfeiture thereof and (ii) in payment of Restricted Share Units or Performance Shares that have been earned under this Plan, shall not exceed in the aggregate 400,000
Shares. 

  
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 (c) Participant Limitation. The aggregate number of Shares underlying Awards granted
under this Plan to any participant in any fiscal year (including but not limited to Awards of Stock Options and SARs), regardless of whether such Awards are thereafter canceled, forfeited or terminated, shall not exceed 60,000 Shares. The foregoing
annual limitation is intended to include the grant of all Awards, including but not limited to, Awards representing “performance-based compensation” as described in Section 162(m)(4)(C) of the Code. 

3.3 Awards Not Exercised; Effect of Receipt of Shares. If any outstanding Award, or portion thereof, expires, or is terminated,
canceled or forfeited, the Shares that would otherwise be issuable or released from restrictions with respect to the unexercised or non-Vested portion of such expired, terminated, canceled or forfeited Award shall be available for subsequent Awards
under this Plan. Notwithstanding anything to the contrary contained herein: 
 (a) if Shares are tendered or otherwise used in
payment of the Exercise Price of a Stock Option, the total number of Shares covered by the Stock Option being exercised shall count against the maximum aggregate number of Shares that may be issued under Section 3.1; 

(b) any Shares withheld by the Company to satisfy a tax withholding obligation shall count against the maximum aggregate number of Shares
that may be issued under Section 3.1; 
 (c) the number of Shares covered by a SAR, to the extent that it is exercised and
settled in Shares, and whether or not Shares are actually issued to the participant upon exercise of the SAR, shall be considered issued or transferred pursuant to the Plan and shall count against the maximum aggregate number of Shares that may be
issued under Section 3.1; and 
 (d) in the event that the Company repurchases Shares with proceeds from the exercise of a
Stock Option, those Shares will not be added to the maximum aggregate number of Shares that may be issued under Section 3.1. 
 3.4 Dilution and Other Adjustments. 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 this Plan, then the Committee shall, in such manner as it deems equitable, adjust any or all of (i) the number and type of Shares (or
other securities or other property) which thereafter may be made the subject of Awards, (ii) the number and type of Shares (or other securities or other property) subject to outstanding Awards, (iii) the limitations set forth above and
(iv) the purchase or exercise price or any performance objective with respect to any Award; provided, however, that the number of Shares or other securities covered by any Award or to which such Award relates is always a whole number.
Notwithstanding the foregoing, the foregoing adjustments shall be made in compliance with: (i) Sections 422 and 424 of the Code with respect to ISOs; (ii) Treasury Department Regulation Section 1.424-1 (and any successor) with respect
to NQSOs, applied as if the NQSOs were ISOs; (iii) Section 409A of the Code, to the extent necessary to avoid its application or avoid adverse tax consequences thereunder; and (iv) Section 162(m) of the Code with respect to
Awards granted to Section 162(m) Persons that are intended to be “performance-based compensation,” unless specifically determined otherwise by the Committee. 

  
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 ARTICLE 4 
 Participants 
 4.1 Eligibility. Officers and all other key employees of the
Company or any of its Affiliates (each an “Eligible Employee”) who are selected by the Committee in its sole discretion are eligible to participate in this Plan. 
 4.2 Plan Agreements. Awards are contingent upon the participant’s execution of a written agreement in a form prescribed by the Committee. Execution of a plan agreement shall constitute the
participant’s irrevocable agreement to, and acceptance of, the terms and conditions of the Award set forth in such agreement and of the terms and conditions of the Plan applicable to such Award. Plan agreements may differ from time to time and
from participant to participant. 
 ARTICLE 5 
 Stock Option Awards 
 5.1 Option Grant. Each Stock Option granted under
this Plan will be evidenced by minutes of a meeting, or by a unanimous written consent without a meeting, of the Committee and by a written agreement dated as of the Date of Grant and executed by the Company and by the appropriate participant.

 5.2 Terms and Conditions of Grants. Stock Options granted under this Plan are subject to the following terms and
conditions and may contain such additional terms, conditions, restrictions and contingencies with respect to exercisability and/or with respect to the Shares acquired upon exercise as may be provided in the relevant agreement evidencing the Stock
Options, so long as such terms and conditions are not inconsistent with the terms of this Plan, as the Committee deems desirable: 
 (a) Exercise Price. Subject to Section 3.4, the Exercise Price will never be less than 100% of the Fair Market Value of the Shares on the Date of Grant. If a variable Exercise Price is
specified at the time of grant, the Exercise Price may vary pursuant to a formula or other method established by the Committee; provided, however, that such formula or method will provide for a minimum Exercise Price equal to the Fair Market Value
of the Shares on the Date of Grant. Nothing in this Section 5.2(a) shall be construed as limiting the Committee’s authority to grant premium price Stock Options which do not become exercisable until the Fair Market Value of the underlying
Shares exceeds a specified percentage (e.g., 110%) of the Exercise Price; provided, however, that such percentage will never be less than 100%. 
 (b) Option Term. Any unexercised portion of a Stock Option granted hereunder shall expire at the end of the stated term of the Stock Option. The Committee shall determine the term of each Stock
Option at the time of grant, which term shall not exceed 10 years from the Date of Grant. The Committee may extend the term of a Stock Option, in its discretion, but not beyond a date later than the earlier of (i) the latest date upon which the
Stock Option could have expired 

  
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by its original terms under any circumstances or (ii) the tenth anniversary of the original Date of Grant of the Stock Option. If a definite term is not specified by the Committee at the
time of grant, then the term is deemed to be 10 years. Nothing in this Section 5.2(b) shall be construed as limiting the Committee’s authority to grant Stock Options with a term shorter than 10 years. 

(c) Vesting. Stock Options, or portions thereof, are exercisable at such time or times as determined by the Committee in its
discretion at or after grant. The Committee may provide that a vesting schedule shall be specified in a plan agreement. If the Committee provides that any Stock Option becomes Vested over a period of time, in full or in installments, the Committee
may waive or accelerate such Vesting provisions in the event of a participant’s death, disability, or retirement or upon a Change in Control or other special circumstances. 

(d) Method of Exercise. Vested portions of any Stock Option may be exercised in whole or in part at any time during the option
term by giving written notice of exercise to the Company specifying the number of Shares to be purchased. The notice must be given by or on behalf of a person entitled to exercise the Stock Option, accompanied by payment in full of the Exercise
Price, along with any tax withholding pursuant to Article 15. Subject to the approval of the Committee, the Exercise Price may be paid: 

	 	(i)	in cash in any manner satisfactory to the Committee; 

  

	 	(ii)	by tendering (by either actual delivery of Shares or by attestation) unrestricted Shares that are owned on the date of exercise by the person entitled to exercise the
Stock Option having an aggregate Fair Market Value on the date of exercise equal to the Exercise Price applicable to such Stock Option exercise, and, with respect to the exercise of NQSOs, including restricted Shares; 


 

	 	(iii)	by a combination of cash and unrestricted Shares that are owned on the date of exercise by the person entitled to exercise the Stock Option; and


  

	 	(iv)	by another method permitted by law and affirmatively approved by the Committee which assures full and immediate payment or satisfaction of the Exercise Price.


 The Committee may withhold its approval for any method of payment for any reason, in its sole discretion,
including but not limited to concerns that the proposed method of payment will result in adverse financial accounting treatment, adverse tax treatment for the Company or a participant or a violation of the Sarbanes-Oxley Act of 2002, as amended from
time to time, and related regulations and guidance. 
 (e) Limitation on Gain. To the extent it would not trigger adverse
taxation under Section 409A of the Code, nothing in this Article 5 shall be construed as prohibiting the Committee from granting Stock Options subject to a limit on the gain that may be realized upon exercise of such Stock Options. Any such
limit shall be explicitly provided for in the relevant plan agreement. 
 (f) Form. Unless the grant of a Stock Option is
designated at the time of grant as an ISO, it is deemed to be an NQSO. ISOs are subject to the additional terms and conditions in Article 6. 

  
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 (g) Special Limitations on Stock Option Awards. Unless an Award agreement approved by
the Committee provides otherwise, Stock Options awarded under this Plan are intended to meet the requirements for exclusion from coverage under Section 409A of the Code and all Stock Option Awards shall be construed and administered
accordingly. 
 5.3 Termination of Grants Prior to Expiration. Subject to Article 6 with respect to ISOs, if the
employment of an optionee with the Company or its Affiliates terminates for any reason, all unexercised Stock Options may be exercised only in accordance with rules established by the Committee or as specified in the relevant agreement evidencing
the Stock Options. Such rules may provide, as the Committee deems appropriate, for the expiration, continuation, or acceleration of the vesting of all or part of the Stock Options. 

5.4 Prohibition on Repricing of Stock Options. Except as permitted under Section 3.4, the terms of any outstanding Stock
Option may not be amended without shareholder approval to reduce the Exercise Price of such outstanding Option or to cancel such outstanding Option in exchange for cash, other Awards, or a Stock Option or a SAR with an exercise price that is less
than the Exercise Price of the original Stock Option. 
 ARTICLE 6 

Special Rules Applicable to Incentive Stock Options 
 6.1 Eligibility. Notwithstanding any other provision of this Plan to the contrary, an ISO may only be granted to full or part-time employees (including officers) of the Company or of an Affiliate,
provided that the Affiliate is a Parent or Subsidiary. 
 6.2 Special ISO Rules. 

(a) Term. No ISO may be exercisable on or after the tenth anniversary of the Date of Grant, and no ISO may be granted under this
Plan on or after the tenth anniversary of the effective date of this Plan. 
 (b) Ten Percent Shareholder. No grantee may
receive an ISO under this Plan if such grantee, at the time the Award is granted, owns (after application of the rules contained in Section 424(d) of the Code) equity securities possessing more than 10% of the total combined voting power of all
classes of equity securities of the Company, its Parent or any Subsidiary, unless (i) the option price for such ISO is at least 110% of the Fair Market Value of the Shares as of the Date of Grant, and (ii) such ISO is not exercisable on or
after the fifth anniversary of the Date of Grant. 
 (c) Limitation on Grants. The aggregate Fair Market Value
(determined with respect to each ISO at the time of grant) of the Shares with respect to which ISOs are exercisable for the first time by a grantee during any calendar year (under this Plan or any other plan adopted by the Company or its Parent or
its Subsidiary) shall not exceed $100,000. If such aggregate Fair Market Value shall exceed $100,000, such number of ISOs as shall have an aggregate Fair Market Value equal to the amount in excess of $100,000 shall be treated as NQSOs. 

  
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 (d) Non-Transferability. Notwithstanding any other provision herein to the contrary,
no ISO granted hereunder (and, if applicable, related Stock Appreciation Right) may be transferred except by will or by the laws of descent and distribution, nor may such ISO (or related Stock Appreciation Right) be exercisable during a
grantee’s lifetime other than by him (or his guardian or legal representative to the extent permitted by applicable law). 

(e) Termination of Employment. No ISO may be exercised more than three months following termination of employment for any reason
(including retirement) other than death or disability, nor more than one year following termination of employment for the reason of death or disability (as defined in Section 422 of the Code), or such option will no longer qualify as an ISO and
shall thereafter be, and receive the tax treatment applicable to, an NQSO. For this purpose, a termination of employment is cessation of employment such that no employment relationship exists between the participant and the Company, a Parent or a
Subsidiary. 
 (f) Fair Market Value. For purposes of any ISO granted hereunder (or, if applicable, related Stock
Appreciation Right), the Fair Market Value of Shares shall be determined in the manner required by Section 422 of the Code. 
 6.3 Subject to Code Amendments. The foregoing limitations are designed to comply with the requirements of Section 422 of the Code and shall be automatically amended or modified to comply with
amendments or modifications to Section 422 of the Code. Any ISO which fails to comply with Section 422 of the Code is automatically treated as an NQSO appropriately granted under this Plan provided it otherwise meets the Plan’s
requirements for NQSOs. 
 ARTICLE 7 
 Stock Appreciation Rights 
 7.1 SAR Grant and Agreement. Stock Appreciation
Rights may be granted under this Plan, either independently or in conjunction with the grant of a Stock Option. Each SAR granted under this Plan will be evidenced by minutes of a meeting, or by a unanimous written consent without a meeting, of the
Committee and by a written agreement dated as of the Date of Grant and executed by the Company and by the appropriate participant. 
 7.2 SARs Granted in Conjunction with Option. Stock Appreciation Rights may be granted in conjunction with, and at the same time as, all or part of any Stock Option granted under this Plan and will
be subject to the following terms and conditions: 
 (a) Term. Each Stock Appreciation Right, or applicable portion
thereof, granted with respect to a given Stock Option or portion thereof terminates and is no longer exercisable upon the termination or exercise of the related Stock Option, or applicable portion thereof. 

(b) Exercisability. A Stock Appreciation Right is exercisable only at such time or times and to the extent that the Stock Option
to which it relates is Vested and exercisable in accordance with the provisions of Article 5 or otherwise as the Committee may determine at or after the time of grant. 

  
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 (c) Method of Exercise. A Stock Appreciation Right may be exercised by the surrender
of the applicable portion of the related Stock Option. Stock Options which have been so surrendered, in whole or in part, are no longer exercisable to the extent the related Stock Appreciation Rights have been exercised and are deemed to have been
exercised for the purpose of the limitation set forth in Article 3 on the number of Shares to be issued under this Plan, but only to the extent of the number of Shares actually issued under the Stock Appreciation Right at the time of exercise. Upon
the exercise of a Stock Appreciation Right, subject to satisfaction of the tax withholding requirements pursuant to Article 15, the holder of the Stock Appreciation Right is entitled to receive Shares or cash (as determined in the Award agreement)
equal in value to the excess of the Fair Market Value of a Share on the exercise date over the Exercise Price per Share specified in the related Stock Option, multiplied by the number of Shares in respect of which the Stock Appreciation Right is
exercised. At any time the Exercise Price per Share of the related Stock Option exceeds the Fair Market Value of one Share, the holder of the Stock Appreciation Right shall not be permitted to exercise such right. 

7.3 Independent SARs. Stock Appreciation Rights may be granted without related Stock Options, and independent Stock Appreciation
Rights will be subject to the following terms and conditions: 
 (a) Term. Any unexercised portion of an independent
Stock Appreciation Right granted hereunder shall expire at the end of the stated term of the Stock Appreciation Right. The Committee shall determine the term of each Stock Appreciation Right at the time of grant, which term shall not exceed ten
years from the Date of Grant. The Committee may extend the term of a Stock Appreciation Right, in its discretion, but not beyond a date later than the earlier of (i) the latest date upon which the Stock Appreciation Right could have expired by
its original terms under any circumstances or (ii) the tenth anniversary of the original Date of Grant of the Stock Appreciation Right. If a definite term is not specified by the Committee at the time of grant, then the term is deemed to be ten
years. 
 (b) Exercisability. A Stock Appreciation Right is exercisable, in whole or in part, at such time or times as
determined by the Committee at or after the time of grant. 
 (c) Exercise Price. Subject to Section 3.4, the
Exercise Price of an independent Stock Appreciation Right will never be less than 100% of the Fair Market Value of the related Shares on the Date of Grant. If a variable Exercise Price is specified at the time of grant, the Exercise Price may vary
pursuant to a formula or other method established by the Committee; provided, however, that such formula or method will provide for a minimum Exercise Price equal to the Fair Market Value of the Shares on the Date of Grant. Nothing in
this Section 7.3(c) shall be construed as limiting the Committee’s authority to grant premium price Stock Appreciation Rights which do not become exercisable until the Fair Market Value of the related Shares exceeds a specified percentage
(e.g., 110%) of the Exercise Price; provided, however, that such percentage will never be less than 100%. 
 (d)
Method of Exercise. A Stock Appreciation Right may be exercised in whole or in part during the term by giving written notice of exercise to the Company specifying the number of Shares in respect of which the Stock Appreciation Right is being
exercised. The notice must be given by or on behalf of a person entitled to exercise the Stock Appreciation Right. Upon the 

  
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exercise of a Stock Appreciation Right, subject to satisfaction of the tax withholding requirements pursuant to Article 15, the holder of the Stock Appreciation Right is entitled to receive
Shares or cash (as determined in the Award agreement) equal in value to the excess of the Fair Market Value of a Share on the exercise date over the Exercise Price of the SAR multiplied by the number of Stock Appreciation Rights being exercised. At
any time the Fair Market Value of a Share on a proposed exercise date does not exceed the Exercise Price of the SAR, the holder of the Stock Appreciation Right shall not be permitted to exercise such right. 

(e) Early Termination Prior to Expiration. If the employment of an optionee with the Company or its Affiliates terminates for any
reason, all unexercised independent Stock Appreciation Rights may be exercised only in accordance with rules established by the Committee or as specified in the relevant agreement evidencing such Stock Appreciation Rights. Such rules may provide, as
the Committee deems appropriate, for the expiration, continuation, or acceleration of the vesting of all or part of such Stock Appreciation Rights. 
 7.4 Other Terms and Conditions of SAR Grants. Stock Appreciation Rights are subject to such other terms and conditions, not inconsistent with the provisions of this Plan, as are determined from
time to time by the Committee. 
 7.5 Special Limitations on SAR Awards. Unless an Award agreement approved by the
Committee provides otherwise, Stock Appreciation Rights awarded under this Plan are intended to meet the requirements for exclusion from coverage under Section 409A of the Code and all Stock Appreciation Rights Awards shall be construed and
administered accordingly. 
 7.6 Prohibition on Repricing of SAR Awards. Except as permitted under Section 3.4, the
terms of any outstanding SAR may not be amended without shareholder approval to reduce the Exercise Price of such outstanding SAR or to cancel such outstanding SAR in exchange for cash, other Awards, or a Stock Option or a SAR with an exercise price
that is less than the Exercise Price of the original SAR. 
 ARTICLE 8 

Restricted Share and Restricted Share Unit Awards 
 8.1 Restricted Share Grants and Agreements. Restricted Share Awards consist of Shares which are issued by the Company to a participant at no cost or at a purchase price determined by the Committee
which may be below their Fair Market Value but which are subject to forfeiture and restrictions on their sale or other transfer by the participant. Each Restricted Share Award granted under this Plan will be evidenced by minutes of a meeting, or by
a unanimous written consent without a meeting, of the Committee and by a written agreement dated as of the Date of Grant and executed by the Company and by the participant. The timing of Restricted Share Awards and the number of Shares to be issued
(subject to Section 3.2) are to be determined by the Committee in its discretion. By accepting a grant of Restricted Shares, the participant consents to any tax withholding as provided in Article 15. 

8.2 Terms and Conditions of Restricted Share Grants. Restricted Shares granted under this Plan are subject to the following terms
and conditions, which, except as otherwise provided herein, need not be the same for each participant, and may contain such additional terms, conditions, restrictions and contingencies not inconsistent with the terms of this Plan and any operative
employment or other agreement, as the Committee deems desirable: 

  
 12 









 (a) Purchase Price. The Committee shall determine the prices, if any, at which
Restricted Shares are to be issued to a participant, which may vary from time to time and from participant to participant and which may be below the Fair Market Value of such Restricted Shares at the Date of Grant. 

(b) Restrictions. All Restricted Shares issued under this Plan will be subject to such restrictions as the Committee may
determine, which may include, without limitation, the following: 
  

	 	(i)	a prohibition against the sale, transfer, pledge or other encumbrance of the Restricted Shares, such prohibition to lapse at such time or times as the Committee
determines (whether in installments or otherwise, but subject to the Change in Control provisions in Article 11); 

  

	 	(ii)	a requirement that the participant forfeit such Restricted Shares in the event of termination of the participant’s employment with the Company or its Affiliates
prior to Vesting; 

  

	 	(iii)	a prohibition against employment or retention of the participant by any competitor of the Company or its Affiliates, or against dissemination by the participant of any
secret or confidential information belonging to the Company or an Affiliate; 

  

	 	(iv)	any applicable requirements arising under the Securities Act of 1933, as amended, other securities laws, the rules and regulations of The Nasdaq Stock Market or any
other stock exchange or transaction reporting system upon which such Restricted Shares are then listed or quoted and any state laws, rules and regulations, including “blue sky” laws; and 


 

	 	(v)	such additional restrictions as are required to avoid adverse tax consequences under Section 409A of the Code. 


The Committee may at any time waive such restrictions or accelerate the date or dates on which the restrictions will lapse in the event of a
participant’s death, disability, or retirement or upon a Change in Control or other special circumstances. However, if the Committee determines that restrictions lapse upon the attainment of specified performance objectives, then the provisions
of Sections 9.2 and 9.3 will apply. If the written agreement governing an Award to a Section 162(m) Person provides that such Award is intended to be “performance-based compensation,” the provisions of Section 9.4(d) will also
apply. 
 (c) Delivery of Shares. Restricted Shares will be registered in the name of the participant and deposited,
together with a Stock Power, with the Company. Each such certificate will bear a legend in substantially the following form: 

“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 agreement are on file in the office of the Secretary of the
Company.” 

  
 13 









 At the end of any time period during which the Restricted Shares are subject to forfeiture and restrictions
on transfer, and after any tax withholding, such Shares will be delivered free of all restrictions (except for any pursuant to Article 14) to the participant or other appropriate person and with the foregoing legend removed. 

(d) Forfeiture of Shares. If a participant who holds Restricted Shares fails to satisfy the restrictions, vesting requirements and
other conditions relating to the Restricted Shares prior to the lapse, satisfaction or waiver of such restrictions and conditions, except as may otherwise be determined by the Committee, the participant shall forfeit the Shares and transfer them
back to the Company in exchange for a refund of any consideration paid by the participant or such other amount which may be specifically set forth in the Award agreement. A participant shall execute and deliver to the Company one or more Stock
Powers with respect to Restricted Shares granted to such participant. 
 (e) Voting and Other Rights. Except as otherwise
required for compliance with Section 162(m) of the Code and the terms of the applicable Restricted Share Agreement, during any period in which Restricted Shares are subject to forfeiture and restrictions on transfer, the participant holding
such Restricted Shares shall have all the rights of a Shareholder with respect to such Shares, including, without limitation, the right to vote such Shares and the right to receive any dividends paid with respect to such Shares; provided,
however, that dividends or other distributions on Shares of Restricted Stock with restrictions that lapse as a result of the achievement of performance objectives will be deferred until and paid contingent upon the achievement of the
applicable performance objectives. 
 8.3 Restricted Share Unit Awards and Agreements. Restricted Share Unit Awards
consist of Shares that will be issued to a participant at a future time or times at no cost or at a purchase price determined by the Committee which may be below their Fair Market Value if continued employment and/or other terms and conditions
specified by the Committee are satisfied. Each Restricted Share Unit Award granted under this Plan will be evidenced by minutes of a meeting, or by a unanimous written consent without a meeting, of the Committee and by a written agreement dated as
of the Date of Grant and executed by the Company and the Plan participant. The timing of Restricted Share Unit Awards and the number of Restricted Share Units to be awarded (subject to Section 3.2) are to be determined by the Committee in its
sole discretion. By accepting a Restricted Share Unit Award, the participant agrees to remit to the Company when due any tax withholding as provided in Article 15. 
 8.4 Terms and Conditions of Restricted Share Unit Awards. Restricted Share Unit Awards are subject to the following terms and conditions, which, except as otherwise provided herein, need not be the
same for each participant, and may contain such additional terms, conditions, restrictions and contingencies not inconsistent with the terms of this Plan and any operative employment or other agreement, as the Committee deems desirable: 

  
 14 









 (a) Purchase Price. The Committee shall determine the prices, if any, at which Shares
are to be issued to a participant after Vesting of Restricted Share Units, which may vary from time to time and among participants and which may be below the Fair Market Value of Shares at the Date of Grant. 

(b) Restrictions. All Restricted Share Units awarded under this Plan will be subject to such restrictions as the Committee may
determine, which may include, without limitation, the following: 
  

	 	(i)	a prohibition against the sale, transfer, pledge or other encumbrance of the Restricted Share Unit; 


 

	 	(ii)	a requirement that the participant forfeit such Restricted Share Unit in the event of termination of the participant’s employment with the Company or its
Affiliates prior to Vesting; 

  

	 	(iii)	a prohibition against employment of the participant by, or provision of services by the participant to, any competitor of the Company or its Affiliates, or against
dissemination by the participant of any secret or confidential information belonging to the Company or an Affiliate; 

  

	 	(iv)	any applicable requirements arising under the Securities Act of 1933, as amended, other securities laws, the rules and regulations of The Nasdaq Stock Market or any
other stock exchange or transaction reporting system upon which the Common Shares are then listed or quoted and any state laws, rules and interpretations, including “blue sky” laws; and 


 

	 	(v)	such additional restrictions as are required to avoid adverse tax consequences under Section 409A of the Code. 


The Committee may at any time waive such restrictions or accelerate the date or dates on which the restrictions will lapse in the event of a
participant’s death, disability, or retirement or upon a Change in Control or other special circumstances. 
 (c)
Performance-Based Restrictions. The Committee may, in its sole discretion, provide restrictions that lapse upon the attainment of specified performance objectives. In such case, the provisions of Sections 9.2 and 9.3 will apply (including,
but not limited to, the enumerated performance objectives). If the written agreement governing an Award to a Section 162(m) Person provides that such Award is intended to be “performance-based compensation,” the provisions of
Section 9.4(d) will also apply. 
 (d) Voting and Other Rights. A participant holding Restricted Share Units shall
not be deemed to be a Shareholder solely because of such units. Such participant shall have no rights of a Shareholder with respect to such units; provided, however, that an Award agreement may provide for payment of an amount of money
(or Shares with a Fair Market Value equivalent to such amount) equal to the dividends paid from time to time on the number of Common Shares that would become payable upon vesting of a Restricted Share Unit Award; provided, further,
that any such dividend equivalents for Restricted Stock Units with restrictions that lapse as a result of the achievement of performance objectives will be deferred until and paid contingent upon the achievement of the applicable performance
objectives. 

  
 15 









 (e) Lapse of Restrictions. If a participant who holds Restricted Share Units
satisfies the restrictions and other conditions relating to the Restricted Share Units prior to the lapse or waiver of such restrictions and conditions, the Restricted Share Units shall be converted to, or replaced with, Shares which are free of all
restrictions except for any restrictions pursuant to Article 14. 
 (f) Forfeiture of Restricted Share Units. If a
participant who holds Restricted Share Units fails to satisfy the restrictions, Vesting requirements and other conditions relating to the Restricted Share Units prior to the lapse, satisfaction or waiver of such restrictions and conditions, except
as may otherwise be determined by the Committee, the participant shall forfeit the Restricted Share Units. 
 (g)
Termination. A Restricted Share Unit Award or unearned portion thereof will terminate without the issuance of Shares on the termination date specified on the Date of Grant or upon the termination of employment of the participant during the
time period or periods specified by the Committee during which any performance objectives must be met (the “Performance Period”). If a participant’s employment with the Company or its Affiliates terminates by reason of his or her
death, disability or retirement, the Committee in its discretion at or after the Date of Grant may determine that the participant (or the heir, legatee or legal representative of the participant’s estate) will receive a distribution of Shares
in an amount which is not more than the number of Shares which would have been earned by the participant if 100% of the performance objectives for the current Performance Period had been achieved prorated based on the ratio of the number of months
of active employment in the Performance Period to the total number of months in the Performance Period. However, with respect to Awards intended to be performance-based compensation (as described in Section 9.4(d)), distribution of the Shares
shall not be made prior to attainment of the relevant performance objectives. 
 8.5 Special Limitations on Restricted Share
and Restricted Share Unit Awards. Unless an Award agreement approved by the Committee provides otherwise, Restricted Shares and Restricted Share Units awarded under this Plan are intended to meet the requirements for exclusion from coverage
under Section 409A of the Code and all Restricted Share Unit Awards shall be construed and administered accordingly. 
 8.6
Time Vesting of Restricted Share and Restricted Share Unit Awards. Restricted Shares or Restricted Share Units, or portions thereof, are exercisable at such time or times as determined by the Committee in its discretion at or after grant,
subject to the restrictions on time Vesting set forth in this Section. If the Committee provides that any Restricted Shares or Restricted Share Unit Awards become Vested over time (with or without a performance component), the Committee may waive or
accelerate such Vesting provisions in the event of a participant’s death, disability, or retirement or upon a Change in Control or other special circumstances, subject to the restrictions on time Vesting set forth in this Section. 

  
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 ARTICLE 9 
 Performance Share Awards 
 9.1 Performance Share Awards and Agreements. A
Performance Share Award is a right to receive Shares in the future conditioned upon the attainment of specified performance objectives and such other conditions, restrictions and contingencies as the Committee may determine. Each Performance Share
Award granted under this Plan will be evidenced by minutes of a meeting, or by a unanimous written consent without a meeting, of the Committee and by a written agreement dated as of the Date of Grant and executed by the Company and by the Plan
participant. The timing of Performance Share Awards and the number of Shares covered by each Award (subject to Section 3.2) are to be determined by the Committee in its discretion. By accepting a grant of Performance Shares, the participant
agrees to remit to the Company when due any tax withholding as provided in Article 15. 
 9.2 Performance Objectives. At
the time of grant of a Performance Share Award, the Committee will specify the performance objectives which, depending on the extent to which they are met, will determine the number of Shares that will be distributed to the participant. The
Committee will also specify the time period or periods (the “Performance Period”) during which the performance objectives must be met. With respect to awards to Section 162(m) Persons intended to qualify as “performance based
compensation” under Section 162(m) of the Code, the Committee may use performance objectives based on one or more of the following: earnings per share, pre-tax pre-provision earnings per share, total revenue, net interest income,
non-interest income, net income, net income before tax, non-interest expense, efficiency ratio, return on equity, return on assets, economic profit added, loans, deposits, tangible equity, assets, net charge-offs, new market growth, product line
developments, and nonperforming assets. The Committee may designate a single goal criterion or multiple goal criteria for performance measurement purposes. Performance measurement may be described in terms of objectives that are related to the
performance by the Company, by any Subsidiary, or by any employee or group of employees in connection with services performed by that employee or those employees for the Company, a Subsidiary, or one or more subunits of the Company or of any
Subsidiary. The performance objectives may be made relative to the performance of other companies. The performance objectives and periods need not be the same for each participant nor for each Award. 

9.3 Adjustment of Performance Objectives. The Committee may modify, amend or otherwise adjust the performance objectives specified
for outstanding Performance Share Awards if it determines that an adjustment would be consistent with the objectives of this Plan and taking into account the interests of the participants and the public Shareholders of the Company and such
adjustment complies with the requirements of Section 162(m) of the Code for Section 162(m) Persons, to the extent applicable, unless the Committee indicates a contrary intention. The types of events which could cause an adjustment in the
performance objectives include, without limitation, accounting changes which substantially affect the determination of performance objectives, changes in applicable laws or regulations which affect the performance objectives, and divisive corporate
reorganizations, including spin-offs and other distributions of property or stock. 

  
 17 









 9.4 Other Terms and Conditions. Performance Share Awards granted under this Plan are
subject to the following terms and conditions and may contain such additional terms, conditions, restrictions and contingencies not inconsistent with the terms of this Plan and any operative employment or other agreement as the Committee deems
desirable: 
 (a) Delivery of Shares. As soon as practicable after the applicable Performance Period has ended, the
participant will receive a distribution of the number of Shares earned during the Performance Period, depending upon the extent to which the applicable performance objectives were achieved. Such Shares will be registered in the name of the
participant and will be free of all restrictions except for any restrictions pursuant to Article 14. 
 (b) Termination.
A Performance Share Award or unearned portion thereof will terminate without the issuance of Shares on the termination date specified at the time of grant or upon the termination of employment of the participant during the Performance Period. If a
participant’s employment with the Company or its Affiliates terminates by reason of his or her death, disability or retirement (except with respect to Section 162(m) Persons), the Committee in its discretion at or after the time of grant
may determine, notwithstanding any Vesting requirements, that the participant (or the heir, legatee or legal representative of the participant’s estate) will receive a distribution of a portion of the participant’s then-outstanding
Performance Share Awards in an amount which is not more than the number of shares which would have been earned by the participant if 100% of the performance objectives for the current Performance Period had been achieved prorated based on the ratio
of the number of months of active employment in the Performance Period to the total number of months in the Performance Period. However, with respect to Awards intended to be “performance-based compensation” (as described in
Section 9.4(d)), distribution of the Shares shall not be made prior to attainment of the relevant performance objective. 

(c) Voting and Other Rights. Awards of Performance Shares do not provide the participant with voting rights or rights to dividends
prior to the participant becoming the holder of record of Shares issued pursuant to an Award; provided, however, that an Award agreement may provide for payment of an amount of money (or Shares with a Fair Market Value equivalent to such amount)
equal to the dividends paid from time to time on the number of Common Shares that becomes payable upon vesting of a Performance Share Award. Prior to the issuance of Shares, Performance Share Awards may not be sold, transferred, pledged, assigned or
otherwise encumbered. 
 (d) Performance-Based Compensation. The Committee may designate Performance Share Awards as
being “remuneration payable solely on account of the attainment of one or more performance goals” as described in Section 162(m)(4)(C) of the Code. Such Awards shall be automatically amended or modified to comply with amendments to
Section 162 of the Code to the extent applicable, unless the Committee indicates a contrary intention. 
 9.5 Time
Vesting of Performance Share Awards. Performance Share Awards, or portions thereof, are exercisable at such time or times as determined by the Committee in its discretion at or after grant, subject to the restrictions on time Vesting set forth
in this Section. If the Committee provides that any Performance Shares become Vested over time (accelerated by a performance component), the Committee may waive or accelerate such Vesting provisions in the event of a participant’s death,
disability, or retirement or upon a Change in Control or other special circumstances, subject to the restrictions on time Vesting set forth in this Section. 

  
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 9.6 Special Limitations on Performance Share Awards. Unless an Award agreement
approved by the Committee provides otherwise, Performance Shares awarded under this Plan are intended to meet the requirements for exclusion from coverage under Section 409A of the Code and all Performance Share Awards shall be construed and
administered accordingly. 
 ARTICLE 10 
 Transfers and Leaves of Absence 
 10.1 Transfer of Participant. For
purposes of this Plan, the transfer of a participant among the Company and its Affiliates is deemed not to be a termination of employment. 
 10.2 Effect of Leaves of Absence. For purposes of this Plan, the following leaves of absence are deemed not to be a termination of employment: 

(a) a leave of absence, approved in writing by the Company, for military service, sickness or any other purpose approved by the Company,
if the period of such leave does not exceed 90 days; 
 (b) a leave of absence in excess of 90 days, approved in writing by the
Company, but only if the employee’s right to reemployment is guaranteed either by a statute or by contract, and provided that, in the case of any such leave of absence, the employee returns to work within 30 days after the end of such leave;
and 
 (c) subject to the restrictions of Section 409A of the Code, any other absence determined by the Committee in its
discretion not to constitute a termination of employment. 
 ARTICLE 11 

Effect of Change in Control 
 11.1 Change in Control Defined. “Change in Control” means the occurrence of any of the following: 
 (a) If individuals who, on the effective date of this Plan, constitute the Board of Directors (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board of
Directors; provided, however, that: 
  

	 	(i)	any person becoming a director subsequent to the effective date of this Plan, whose election or nomination for election was approved by a vote of at least two-thirds
(2/3) of the Incumbent Directors then on the Board of Directors (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection by such Incumbent
Directors to such nomination), shall be deemed to be an Incumbent Director, and 


  
 19 










	 	(ii)	no individual elected or nominated as a director of the Company initially as a result of an actual or threatened election contest with respect to directors or any other
actual or threatened solicitation of proxies by or on behalf of any person other than the Board of Directors shall be deemed to be an Incumbent Director; 

 (b) If any “person” (as such term is defined in Section 3(a)(9) of the Exchange Act, and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company’s then-outstanding securities
eligible to vote for the election of the Board of Directors (the “Company Voting Securities”); provided, however, that the events described in this paragraph (b) shall not be deemed to be a Change in Control by virtue of any of the
following acquisitions of Company Voting Securities: 
  

	 	(i)	by the Company or any Subsidiary, 

  

	 	(ii)	by any employee benefit plan sponsored or maintained by the Company or any Subsidiary or by any employee stock benefit trust created by the Company or any Subsidiary,


  

	 	(iii)	by any underwriter temporarily holding securities pursuant to an offering of such securities, 


 

	 	(iv)	pursuant to a Non-Qualifying Transaction (as defined in paragraph (c), below), or 


 

	 	(v)	a transaction (other than one described in paragraph (c), below) in which Company Voting Securities are acquired from the Company, if a majority of the Incumbent
Directors approves a resolution providing expressly that the acquisition pursuant to this subparagraph (v) does not constitute a Change in Control under this paragraph (b); 


(c) The consummation of a merger, consolidation, share exchange or similar form of corporate transaction involving the Company or any of
its Subsidiaries that requires the approval of the Company’s shareholders, whether for such transaction or the issuance of securities in the transaction (a “Business Combination”), unless immediately following such Business
Combination: 
  

	 	(i)	more than fifty percent (50%) of the total voting power of either (x) the corporation resulting from the consummation of such Business Combination (the
“Surviving Corporation”) or, if applicable, (y) the ultimate parent corporation that directly or indirectly has beneficial ownership of one hundred percent (100%) of the voting securities eligible to elect directors of the
Surviving Corporation (the “Parent Corporation”) is represented by Company Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, represented by shares into which such Company Voting
Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among the holders thereof immediately
prior to the Business Combination, 


  
 20 










	 	(ii)	no person (other than any employee benefit plan sponsored or maintained by the Surviving Corporation or the Parent Corporation or any employee stock benefit trust
created by the Surviving Corporation or the Parent Corporation) is or becomes the beneficial owner, directly or indirectly, of thirty percent (30%) or more of the total voting power of the outstanding voting securities eligible to elect
directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation), and 

  

	 	(iii)	at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) were Incumbent
Directors at the time of the Board of Director’s approval of the execution of the initial agreement providing for such Business Combination (any Business Combination which satisfies all of the criteria specified in (i), (ii) and
(iii) of this Section 11.1(c) shall be deemed to be a “Non-Qualifying Transaction”); 

 (d)
The consummation of a sale of all or substantially all of the Company’s assets but only if the assets of the Company are transferred to an entity not owned (directly or indirectly) by the Company’s shareholders; or 

(e) If the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company but only if, pursuant to such
liquidation, the assets of the Company are transferred to an entity not owned (directly or indirectly) by the Company’s shareholders. 

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any person acquires beneficial ownership of more than
thirty percent (30%) of Company Voting Securities as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding; provided, however, that if (after such acquisition
by the Company) such person becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, a Change in Control shall then occur.

 11.2 Effect of Change in Control. In the event of a Change in Control of the Company, the Committee shall have the
right, in its sole discretion, to: 
 (a) accelerate the exercisability of any or all Stock Options or SARs, notwithstanding any
limitations set forth in the Plan or Award agreement; 
 (b) accelerate the Vesting of Restricted Shares, notwithstanding any
limitations set forth in the Plan or Award agreement; 
 (c) subject to Section 409A of the Code, accelerate the Vesting of
Restricted Share Units and Performance Shares (or, if such Restricted Share Units or Performance Shares are subject to performance-based restrictions, they shall become Vested on a pro-rated basis as described in Section 9.4(b)); 

  
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 (d) to the extent it would not trigger adverse taxation under Section 409A of the Code,
cancel any or all outstanding Stock Options, SARs, Restricted Share Units and Performance Shares in exchange for fair value, which, in the case of Stock Options and Stock Appreciation Rights, shall equal the excess, if any, of the value of the
consideration to be paid in the Change in Control transaction to holders of the same number of Shares subject to such Stock Options or Stock Appreciation Rights (or, if no consideration is paid in any such transaction, the Fair Market Value of the
Shares subject to such Stock Options or Stock Appreciation Rights as of the date of the Change in Control) over the aggregate Exercise Price of such Stock Options or Stock Appreciation Rights; 

(e) to the extent it would not trigger adverse taxation under Section 409A of the Code, provide for the issuance of substitute
Awards that will substantially preserve the otherwise applicable terms and value of any affected Awards previously granted hereunder as determined by the Committee; or 
 (f) take such other action as it deems appropriate to preserve the value of the Award to the participant. 
 The Committee may provide for any of the foregoing in an Award agreement governing an Award in advance, may provide for any of the foregoing in connection with a Change in Control, or do both.
Alternatively, the Committee shall also have the right to require any purchaser of the Company’s assets or stock, as the case may be, to take any of the actions set forth in the preceding sentence as such purchaser may determine to be
appropriate or desirable. 
 The manner of application and interpretation of the foregoing provisions of this Section 11.2
shall be determined by the Committee in its sole and absolute discretion. 
 11.3 Section 409A of the Code. Unless
an Award agreement approved by the Committee provides otherwise, each Award granted under this Plan is intended to meet the requirements for exclusion from coverage under Section 409A of the Code. If the Committee provides that an Award shall
be subject to Section 409A of the Code, then, notwithstanding the other provisions of this Article 11, the Committee may provide in the Award agreement for such changes to the definition of Change in Control from the definition set forth in
this Article 11, and for such changes to the Committee’s rights upon a Change in Control, as the Committee may deem necessary in order for such Award to comply with Section 409A of the Code. 

ARTICLE 12 

Transferability of Awards 
 12.1 Awards Are Non-Transferable. Except as provided in Sections 12.2 and 12.3, Awards are non-transferable and any attempts to assign, pledge, hypothecate or otherwise alienate or encumber
(whether by operation of law or otherwise) any Award shall be null and void. 
 12.2 Inter-Vivos Exercise of Awards.
During a participant’s lifetime, Awards are exercisable only by the participant or, as permitted by applicable law and notwithstanding Section 12.1 to the contrary, the participant’s guardian or other legal representative. 


  
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 12.3 Limited Transferability of Certain Awards. Notwithstanding Section 12.1 to
the contrary, Awards may be transferred by will and by the laws of descent and distribution. Moreover, the Committee, in its discretion, may allow at or after the time of grant the transferability of Awards which are Vested, provided that the
permitted transfer is made (a) if the Award is an Incentive Stock Option, the transfer is consistent with Section 422 of the Code; (b) to the Company (for example in the case of forfeiture of Restricted Shares), an Affiliate or a
person acting as the agent of the foregoing or which is otherwise determined by the Committee to be in the interests of the Company; or (c) by the participant for no consideration to Immediate Family Members or to a bona fide trust, partnership
or other entity controlled by and for the benefit of one or more Immediate Family Members. “Immediate Family Members” means the participant’s spouse, children, stepchildren, parents, stepparents, siblings (including half brothers and
sisters), in-laws and other individuals who have a relationship to the participant arising because of a legal adoption. No transfer may be made to the extent that transferability would cause Form S-8 or any successor form thereto not to be available
to register Shares related to an Award. The Committee in its discretion may impose additional terms and conditions upon transferability. 
 ARTICLE 13 
 Amendment and Discontinuation 

13.1 Amendment or Discontinuation of this Plan. The Board of Directors may amend, alter, or discontinue this Plan at any time,
provided that no amendment, alteration, or discontinuance may be made: 
 (a) which would materially and adversely affect the
rights of a participant under any Award granted prior to the date such action is adopted by the Board of Directors without the participant’s written consent thereto; and 
 (b) without shareholder approval, if shareholder approval is required under applicable laws, regulations or exchange requirements (including Section 422 of the Code with respect to ISOs, and for the
purpose of qualification as “performance-based compensation” under Section 162(m) of the Code). 

Notwithstanding the foregoing, this Plan may be amended without affecting participants’ consent to: (i) comply with any law;
(ii) preserve any intended favorable tax effects for the Company, the Plan or participants; or (iii) avoid any unintended unfavorable tax effects for the Company, the Plan or participants. 

13.2 Amendment of Grants. The Committee may amend, prospectively or retroactively, the terms of any outstanding Award, provided
that no such amendment may be inconsistent with the terms of this Plan (specifically including the prohibition on repricing Stock Options and Stock Appreciation Rights as provided in Sections 5.4 and 7.6, respectively) or would materially and
adversely affect the rights of any holder without his or her written consent. 

  
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 ARTICLE 14 
 Issuance of Shares and Share Certificates 
 14.1 Issuance of Shares. The
Company will issue or cause to be issued Shares as soon as practicable upon exercise or conversion of an Award that is payable in Shares. No Shares will be issued until full payment has been made, to the extent payment is required. Until the
issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a
shareholder will exist with respect to the Shares, notwithstanding the exercise or conversion of the Award payable in shares. 

14.2 Delivery of Share Certificates. The Company is not required to issue or deliver any certificates for Shares issuable with
respect to Awards under this Plan prior to the fulfillment of all of the following conditions: 
 (a) payment in full for the
Shares and for any tax withholding (See Article 15); 
 (b) completion of any registration or other qualification of such Shares
under any Federal or state laws or under the rulings or regulations of the Securities and Exchange Commission or any other regulating body which the Committee in its discretion deems necessary or advisable; 

(c) admission of such Shares to listing on The Nasdaq Stock Market or any stock exchange on which the Shares are listed; 

(d) in the event the Shares are not registered under the Securities Act of 1933, qualification as a private placement under said Act;

 (e) obtaining of any approval or other clearance from any Federal or state governmental agency which the Committee in its
discretion determines to be necessary or advisable; and 
 (f) the Committee is fully satisfied that the issuance and delivery
of Shares under this Plan is in compliance with applicable Federal, state or local law, rule, regulation or ordinance or any rule or regulation of any other regulating body, for which the Committee may seek approval of counsel for the Company.

 14.3 Applicable Restrictions on Shares. Shares issued with respect to Awards may be subject to such stock transfer
orders and other restrictions as the Committee may determine necessary or advisable under any applicable Federal or state securities law rules, regulations and other requirements, the rules, regulations and other requirements of The Nasdaq Stock
Market or any stock exchange upon which the Shares are then-listed, and any other applicable Federal or state law and will include any restrictive legends the Committee may deem appropriate to include. 

14.4 Book Entry. In lieu of the issuance of stock certificates evidencing Shares, the Company may use a “book entry”
system in which a computerized or manual entry is made in the records of the Company to evidence the issuance of such Shares. Such Company records are, absent manifest error, binding on all parties. 

  
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 ARTICLE 15 
 Satisfaction of Tax Liabilities 
 15.1 In General. The Company shall
withhold any taxes which the Committee determines the Company is required by law or required by the terms of this Plan to withhold in connection with any payments incident to this Plan. The participant or other recipient shall provide the Committee
with such additional information or documentation as may be necessary for the Company to discharge its obligations under this Section. The Company may withhold: (a) cash, (b) subject to any limitations under Rule 16b-3, Common Shares to be
issued, or (c) any combination thereof, in an amount equal to the amount which the Committee determines is necessary to satisfy the obligation of the Company, a Subsidiary or a Parent to withhold federal, state and local income taxes or other
amounts incurred by reason of the grant or exercise of an Award, its disposition, or the disposition of the underlying Common Shares. Alternatively, the Company may require the holder to pay to the Company such amounts, in cash, promptly upon
demand. 
 15.2 Withholding from Share Distributions. With respect to a distribution in Shares pursuant to Restricted
Share, Restricted Share Unit or Performance Share Award under the Plan, the Committee may cause the Company to sell the fewest number of such Shares for the proceeds of such sale to equal (or exceed by not more than that actual sale price of a
single Share) the Company’s required tax withholding relating to such distribution. The Committee may withhold the proceeds of such sale for purposes of satisfying such tax withholding obligation. 

ARTICLE 16 

General Provisions 
 16.1 No Implied Rights to Awards or Employment. No potential participant has any claim or right to be granted an Award under this Plan, and there is no obligation of uniformity of treatment of
participants under this Plan. Neither this Plan nor any Award thereunder shall be construed as giving any individual any right to continued employment with the Company or any Affiliate. The Plan does not constitute a contract of employment, and the
Company and each Affiliate expressly reserve the right at any time to terminate employees free from liability, or any claim, under this Plan, except as may be specifically provided in this Plan or in an Award agreement. 

16.2 Other Compensation Plans. Nothing contained in this Plan prevents the Board of Directors from adopting other or additional
compensation arrangements, subject to shareholder approval if such approval is required, and such arrangements may be either generally applicable or applicable only in specific cases. 

16.3 Rule 16b-3 Compliance. The Plan is intended to comply with all applicable conditions of Rule 16b-3 of the Exchange Act, as
such rule may be amended from time to time (“Rule 16b-3”). All transactions involving any participant subject to Section 16(a) of the Exchange Act shall be subject to the conditions set forth in Rule 16b-3, regardless of whether such
conditions are expressly set forth in this Plan. Any provision of this Plan that is contrary to Rule 16b-3 does not apply to such participants. 

  
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 16.4 Compliance with Section 162(m) of the Code. The Plan is intended to comply
with all applicable requirements of Section 162(m) of the Code with respect to “performance-based compensation” for Section 162(m) Persons. Unless the Committee expressly determines otherwise, any provision of this Plan that is
contrary to such requirements does not apply to such “performance-based compensation.” 
 16.5 Successors. All
obligations of the Company with respect to Awards granted under this Plan are binding on any successor to the Company, whether as a result of a direct or indirect purchase, merger, consolidation or otherwise of all or substantially all of the
business and/or assets of the Company. 
 16.6 Severability. In the event any provision of this Plan, or the application
thereof to any person or circumstances, is held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Plan, or other applications, and this Plan is to be construed and enforced as if the illegal
or invalid provision had not been included. 
 16.7 Governing Law. To the extent not preempted by Federal law, this Plan
and all Award agreements pursuant thereto are construed in accordance with and governed by the laws of the State of Ohio. This Plan is not intended to be governed by the Employee Retirement Income Security Act and shall be so construed and
administered. 
 16.8 Legal Requirements. No Awards shall be granted and the Company shall have no obligation to make any
payment under the Plan, whether in Shares, cash, or a combination thereof, unless such payment is, without further action by the Committee, in compliance with all applicable Federal and state laws and regulations, including, without limitation, the
Code and Federal and state securities laws. 
 ARTICLE 17 

Effective Date and Term 
 17.1 Effective Date. The effective date of this Plan is April 18, 2006, which was the date on which the shareholders of the Company initially approved this Plan at a duly held
shareholders’ meeting. 
 17.2 Termination Date. This Plan will continue in effect until midnight on the day before
the tenth anniversary of the effective date specified in Section 17.1; provided, however, that Awards granted on or before that date may extend beyond that date. 
 ARTICLE 18 
 Compliance with Laws 

18.1 EESA. To the extent that an Eligible Employee and an Award are subject to Section 111 of the Emergency Economic
Stabilization Act of 2008 and any regulations, guidance or 

  
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interpretations that may from time to time be promulgated thereunder or any other applicable statute or regulation affecting an Eligible Employee’s compensation (“EESA or Other
Applicable Law”), then any payment of any kind provided for by, or accrued with respect to, the Award must comply with EESA or Other Applicable Law, and the Award agreement and this Plan shall be interpreted or reformed to so comply. If
applicable, an Award will be subject to forfeiture or repayment, and subject to recovery by the Company, if the Award is based on financial statements or other performance metrics that are later determined to be materially inaccurate. 

18.2 Section 409A of the Code. 
 (a) To the extent applicable, it is intended that the Plan and any grants made hereunder comply with (or be exempt from) the provisions of Section 409A of the Code, so that the income inclusion
provisions of Section 409A(a)(1) of the Code do not apply to the participants. This Plan and any grants made hereunder will be administered in a manner consistent with this intent. Any reference in this Plan to Section 409A of the Code
will also include any regulations or any other formal guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service. 
 (b) Neither a participant nor any of a participant’s creditors or beneficiaries will have the right to subject any deferred compensation (within the meaning of Section 409A of the Code) payable
under this Plan and grants hereunder to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment. Except as permitted under Section 409A of the Code, any deferred compensation (within the meaning
of Section 409A of the Code) payable to a participant or for a participant’s benefit under this Plan and grants hereunder may not be reduced by, or offset against, any amount owing by a participant to the Company or any of its
Subsidiaries. 
 (c) If, at the time of a participant’s separation from service (within the meaning of Section 409A of
the Code), (i) the participant is a specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected by the Company from time to time) and (ii) the Company makes a good faith
determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A
of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it, without interest, on the tenth business day of the
seventh month after such separation from service. 
 (d) Notwithstanding any provision of the Plan and grants hereunder to the
contrary, in light of the uncertainty with respect to the proper application of Section 409A of the Code, the Company reserves the right to make amendments, prospectively or retroactively, to this Plan and grants hereunder as the Company deems
necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the Code. In any case, a participant will be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on a
participant or for a participant’s account in connection with this Plan and grants hereunder (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any of its affiliates will have any obligation to
provide the participant with any tax gross-up or indemnify or otherwise hold a participant harmless from any or all of such taxes or penalties. 

  
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 18.2 Recoupment. The Plan will be administered in compliance with Section 10D of
the Exchange Act, any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which the Shares may be traded, and any Company policy adopted
pursuant to such law, rules, or regulations. In its discretion, moreover, the Committee may require repayment to the Company of all or any portion of any Award if the amount of the Award was calculated based upon the achievement of certain financial
results that were subsequently the subject of a restatement of the Company’s financial statements, the participant engaged in misconduct that caused or contributed to the need for the restatement of the financial statements, and the amount
payable to the participant would have been lower than the amount actually paid to the participant had the financial results been properly reported. This Section 18.2 will not be the Company’s exclusive remedy with respect to such matters.


  
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