Exhibit 10.1



 






Exhibit 10.1




RICHARD
E. LUCAS




EMPLOYMENT
AGREEMENT




     This Employment Agreement (the “Agreement”), made at Lorain, Ohio, as of the 20th day of June,
2005, by and among RICHARD E. LUCAS, herein referenced as “Employee”, and LNB BANCORP, INC. (an
Ohio corporation) and THE LORAIN NATIONAL BANK (a banking organization organized and existing under
the laws of the United States of America), which together with their respective successors and
assigns are collectively herein referenced as “Employer”, is to EVIDENCE THAT:



     WHEREAS Employer desires to secure and retain the employment services of Employee as its
Executive Vice President/Director of Retail Banking, and Employee desires to accept employment as
Employer’s Executive Vice President/Director of Retail Banking; and



     WHEREAS, but for Employee’s promises made in this Agreement, especially in Section 8, Employer
would not employ Employee under the terms and conditions of this Agreement and, therefore,
expressly to induce Employer to execute this Agreement, Employee represents that Employee fully
understands and accepts the restrictive covenants in Section 8 and agrees to be bound thereby;



     NOW, THEREFORE, in consideration of the mutual covenants and promises herein, Employer and
Employee (collectively the “Parties” and individually a “Party”) hereby agree as follows:



     1. Employment
and Term.



          1.1 Employee will render management services to Employer in the capacity as Employer’s
Executive Vice President/Director of Retail Banking for the term of this Agreement (herein called
the “Agreement Term”) commencing June 20, 2005, and continuing thereafter until terminated pursuant
to the termination provisions of this Agreement, including the provisions of Section 7.




          1.2 Employee will devote Employee’s full business-time and best efforts to performing
conscientiously, faithfully and loyally all duties: (i) required of Employee by virtue of
Employee’s position as Employer’s Executive Vice President/Director of Retail Banking, (ii) set
forth in Employer’s Code of Regulations, Bylaws and policies as adopted by Employer’s Board of
Directors, and (iii) assigned or delegated to Employee by Employer’s President and Chief Executive
Officer and/or the Chairman of the Board of Directors.




          1.3 Except as otherwise expressly provided herein, this Agreement represents the entire
agreement between Employee and Employer regarding Employee’s employment by Employer.




          1.4 Except as otherwise expressly provided herein, this Agreement may be changed or amended
only by a written document which is clearly designated as an amendment to this specific Agreement
and only if such document is signed by all Parties.




          1.5 No action by any Party and no refusal or neglect of any Party to exercise a right granted
under this Agreement or to enforce compliance with any provision of this
Agreement shall constitute a waiver of any provision of or any right under this Agreement, unless
such waiver is expressed in a written document which is clearly designated as a waiver to a
specific provision(s) of this Agreement and unless such document is signed by all Parties.






39









 








     2. Compensation.



          2.1 In consideration for the services rendered by Employee as Executive Vice
President/Director of Retail Banking, Employer agrees to pay Employee a basic salary (herein called
the “Basic Salary”) equal to the sum of One Hundred Seventy Thousand Dollars ($170,000.00) for each
twelve (12) consecutive monthly period (a “Contract Year”) of the Agreement Term. The Basic Salary
shall be payable in twenty-six (26) equal bi-weekly payments and prorated if the Agreement Term is
terminated prior to the completion of any Contract Year.




          2.2 As additional consideration for Employee’s services performed hereunder, Employee may (but
shall not be entitled to) receive a discretionary bonus from time to time. Such bonus (and
Employee’s eligibility therefor) shall be determined by Employer’s Board of Directors in its sole
discretion.




          2.3 There shall be an annual review of Employee’s performance and compensation by Employer’s
Board of Directors (or a committee thereof). The annual review shall occur not less than sixty (60)
days prior to the end of Employer’s fiscal year for the express purpose of reviewing the current
fiscal year’s performance of Employee. Any change in compensation as a result of the annual review
shall immediately act as an amendment of Section 2.1 above, effective as of the date of the
compensation change.




          2.4 The obligations of Employer to pay Employee’s Basic Salary, bonuses (if any), and other
benefits under this Agreement are expressly conditioned upon Employee’s continued and faithful
performance of and adherence to each and every material promise, duty and obligation assigned to or
made by Employee under this Agreement.




     3. Vacations
and Time-Off.



          3.1 Employee shall be entitled to twenty-seven (27) working days of compensated vacation for
each Contract Year, pursuant to the terms and conditions of Employer’s vacation time-off policy (as
may be periodically changed in Employer’s sole discretion), to be taken at times as mutually agreed
in advance between Employee and Employer’s President and Chief Executive Officer or Chairman of the
Board of Directors.




          3.2 Except as may be periodically changed in Employer’s sole discretion, all vacation time-off
shall be non-cumulative if not taken within the Contract Year or within the first quarter of the
succeeding Contract Year; provided, however, that unused vacation time may be redeemed as
compensation pursuant to the terms and conditions of Employer’s vacation time-off policy.




          3.3 Employee’s vacation time-off may be increased by Employer in its sole discretion.




          3.4 Employee shall be permitted additional time-off to attend professional meetings, seminars,
and conventions and to satisfy professional educational and licensure requirements as have been
mutually agreed upon between Employee and Employer’s President and Chief Executive Officer or
Chairman of the Board of Directors. Attendance at such approved meetings, seminars, and
conventions and accomplishment of approved professional educational and licensure requirements
shall be fully compensated and shall not be considered vacation.
Employer shall reimburse Employee for all reasonable expenses incurred by Employee incident to
attendance at approved professional meetings, seminars and conventions and such reasonable
entertainment expenses incurred by Employee in furtherance of Employer’s interest.






40









 








          3.5 Employee shall also be entitled to additional days of time-off with full
compensation for holidays in accordance with Employer’s holiday time-off policy (which may be
periodically changed in Employer’s sole discretion).




          3.6 Employee shall further be entitled to additional days of time-off with full compensation
for personal matters in accordance with Employer’s personal time-off policy (which may be
periodically changed in Employer’s sole discretion).




     4. Fringe
Benefits.



          4.1 Employee shall be entitled to all fringe benefits to which other employees of Employer in
Employee’s classification are entitled.




          4.2 As additional consideration for Employee’s performance of Employee’s duties and
responsibilities as Executive Vice President/Director of Retail Banking of Employer, Employer
agrees:




               (A) To provide Employee with (i) short-term disability benefits pursuant to Employer’s
short-term disability program (which may be periodically changed or terminated in Employer’s sole
discretion), and (ii) long-term disability insurance benefits commencing one hundred eighty (180)
days after Employee incurs a Disability, as defined in Section 11.1(E) of this Agreement, and
continuing pursuant to the terms of Employer’s long-term disability program (which may be
periodically changed or terminated in Employer’s sole discretion); and



               (B) To include Employee in Employer’s stock option plan (if any), stock ownership plan and
flexible benefit plan, as such plans may be periodically changed or terminated in Employer’s sole
discretion; and



               (C) To provide Employee with such plan of hospitalization insurance as maintained by Employer
and as may be periodically changed or terminated in Employer’s sole discretion; and



               (D) To provide (i) a term life insurance policy on the life of Employee (provided that
Employee is insurable under the standard rate criteria of a commercial life insurance company) in
an amount equal to 2.75 times the Basic Salary of Employee, but not to exceed Three Hundred
Thousand Dollars ($300,000.00), as may be periodically increased in Employer’s sole discretion, and
payable to the beneficiary or beneficiaries of Employee’s choice, and (ii) an accidental death and
dismemberment insurance policy upon Employee in an amount equal to 2.75 times the Basic Salary, but
not to exceed One Hundred Fifty Thousand Dollars ($150,000.00), as may be increased in Employer’s
sole discretion, and payable to the beneficiary or beneficiaries of Employer’s choice; and



               (E) To provide Employee with such sick leave as presently in force by Employer and as may be
periodically changed or terminated in Employer’s sole discretion; and



               (F) To reimburse Employee for all reasonable and approved expenses related to the performance
of Employee’s duties as Executive Vice President/Director of Retail Banking, including (but not
limited to): entertainment and promotional expenses; educational expenses incurred for the purpose
of maintaining or improving Employee’s skills
directly related to the performance of Employee’s duties and obligations hereunder (including, but
not limited to, professional continuing educational requirements); expenses of membership in civic
groups, clubs and fraternal organizations; and all other items of reasonable and necessary expenses
incurred by Employee in the performance of Employee’s duties as Employer’s Executive Vice
President/Director of Retail Banking.



 41









 





     5. Stock
Options. If determined by Employer’s Board of Directors, Employee shall
participate in any and all incentive stock option plans and programs currently in existence or
adopted by Employer after commencement of the Agreement Term in accordance with all applicable
eligibility requirements, terms and conditions of such plans and programs (as may be periodically
changed or terminated in Employer’s sole discretion).



     6. Prohibition
Against Transfer. Employee’s duties, obligations and services rendered under
this Agreement are personal in nature and are unique to Employer. Therefore, without Employer’s
prior written consent, Employee shall not assign or otherwise transfer any of Employee’s duties,
obligations or responsibilities hereunder.



7.
Termination of the Agreement Term.




          7.1 If either Employer or Employee materially violates the terms and conditions of this
Agreement, the other Party shall give the breaching Party notice of said violation and, if the
breaching Party does not cure such violation within sixty (60) days after notice, then the other
Party shall have the continuing right to terminate the Agreement Term without further notice;
provided, however, that Employer may immediately terminate the Agreement Term if Employee violates
or fails to adhere to any provision of Section 8 (pertaining to non-disclosure and
non-competition).




          7.2 Through its Board of Directors, Employer may terminate the Agreement Term without cause at
any time upon ninety (90) days prior written notice to Employee.




          7.3 Subject to the terms and conditions of Section 11, Employee may terminate the Agreement
Term upon the occurrence of a “Change in Control” as defined in Section 11.1(C) for “Good Reason”
as defined in Section 11.1(F).




          7.4 The Agreement Term shall automatically and immediately terminate upon the death of
Employee.




          7.5 In the event of the Disability of Employee as defined in Section 11.1(E) of this
Agreement, the Agreement Term shall terminate and Employee shall be entitled to benefits provided
by Employer under Employer’s long-term disability program as designated in Section 4.2(A)(ii) of
this Agreement.




          7.6 In Employee’s sole discretion, Employee may terminate the Agreement Term by giving the
Board of Directors of Employer at least ninety (90) days written notice of Employee’s decision to
terminate the Agreement Term.




          7.7 Employer shall have the sole discretion to determine whether Employee shall continue to
render services hereunder during such notice periods as provided for in this Section 7.




          7.8 Upon the termination of the Agreement Term pursuant to Section 7.1 (but only if Employee
terminates the Agreement Term due to the Employer’s breach) or Section 7.2, Employer shall continue
to pay Employee’s total compensation (as reflected on Employee’s W-2 Federal Income Tax Statement
from Employer for the prior calendar year) for a period of one (1) year from the date of
termination of the Agreement Term; provided, however, that if Employer chooses a two (2)-year
Restricted Period under Section 8.1(G), then Employer shall
continue to pay such compensation for a period of two (2) years from the date of termination of the
Agreement Term. Any termination payments payable to






 42









 







Employee shall survive Employee’s death if Employee dies during the period Employee is
receiving termination payments as provided in this Section 7.8.




8.
Employee’s Non-Disclosure and Non-Competition Promises.




          8.1 For purposes of this Section 8, the Parties agree to and understand the following
definitions:




               (A) “Competitive Act” means any of the following: (i) Employee’s rendering services (whether
or not for compensation) to, for or on behalf of a Competitor (as defined herein) as an employee,
independent contractor, consultant, advisor, representative, agent or in any other capacity, and
(ii) Employee’s investment in or ownership (partial or total) of a Competitor, unless the
Competitor’s stock is publicly traded on a national exchange and Employee owns less than two
percent (2%) of such stock.



               (B) “Competitive Activity” means the performance or rendering of any banking services; trust
services and investment services; portfolio management; retirement planning; administration of
employee benefit plans; administration of decedents’ estates and court-supervised accounts,
guardianships, and custodial arrangements; personal tax and estate tax planning; financial
consulting services; investment advising services; and any other business activity, service or
product which competes with any existing or future business activity, service or product of
Employer.



               (C) “Competitor” means any of the following: (i) any person, sole proprietorship,
partnership, association (other than Employer), organization, corporation, limited liability
company or other entity (governmental or otherwise) who or which provides, renders or performs a
Competitive Activity (as defined herein) within the Service Area (as defined herein), even if the
Competitor has no office or other facilities located within the Service Area, and (ii) any parent,
subsidiary or other person or entity affiliated with, or related by ownership to, any of the
foregoing designated in Subitem (i) of this Section 8.1(C).



               (D) “Confidential Information” means all of the following (whether written or verbal)
pertaining to Employer: (i) trade secrets (as defined by Ohio law); Client or Customer lists,
records and other information regarding Employer’s Clients or Customers (whether or not evidenced
in writing); Client or Customer fee or price schedules and fee or price policies; financial books,
plans, records, ledgers and information; business development plans; sales and marketing plans;
research and development plans; employment and personnel manuals, records, data and policies;
business manuals, methods and operations; business forms, correspondence, memoranda and other
records; computer records and related data; and any other confidential or proprietary data and
information of Employer or its Clients or Customers which Employee encounters during the Employment
Term (as defined in Section 8.1(E)), and (ii) all products, technology, ideas, inventions,
discoveries, developments, devices, processes, business notes, forms and documents, business
products, computer programs, and other creations (and improvements of any of the foregoing),
whether patentable or copyrightable, which Employee has acquired, developed, conceived or made
(whether directly or indirectly, whether solicited or unsolicited, or whether during normal work
hours or during off-time) during the Employment Term or during the Restricted Period and which
relate to any business activity of Employer or are derived from the Confidential Information
designated in Subsection (i) of this Section 8.1(D).



               (E) “Client” or “Customer” means a person, sole proprietorship, partnership, association,
organization, corporation, limited liability company, or other entity
(governmental or otherwise), wherever located: (i) to or for which Employer sells any products or
renders or performs services either during the one hundred eighty (180)-day period immediately
preceding commencement of the Restricted Period or during the Restricted Period, or (ii) which
Employer solicits or (as demonstrated by



 43









 




plans, strategies or other tangible preparation) intends to solicit to purchase products or
services from Employer either during the one hundred eighty (180)-day period immediately preceding
commencement of the Restricted Period or during the Restricted Period.




               (F) “Employment Term” means the period of time starting on the date Employee’s employment with
Employer commences and terminating at the close of business on the date Employee’s employment with
Employer terminates.



               (G) “Restricted Period” means a time-period, as chosen by Employer (in its sole discretion) by
written notice to Employee within thirty (30) days after termination of the Employment Term, equal
to either one (1) year or two (2) years commencing on the date the Employment Term is terminated by
either Party (for any reason, with or without cause); provided, however, that such period shall be
extended to include any period of time during which Employee engages in any activity constituting a
breach of this Agreement and any period of time during which litigation transpires wherein Employee
is held to have breached this Agreement.



               (H) “Service Area” means: (i) Lorain County, Ohio and all counties immediately contiguous to
Lorain County, constituting those geographic areas in which Employer presently conducts substantial
business activities, and (ii) those counties located in the State of Ohio in which Employer
conducts or transacts substantial business activities on the date the Employment Term terminates,
and (iii) those counties in the State of Ohio in which, on the date the Employment Term terminates,
Employer intends to conduct or transact substantial business activities as demonstrated by plans,
strategies or other tangible preparation for such business activities.



               (I) “Employer” means, for purposes of this Section 8, LNB Bancorp, Inc. and The Lorain
National Bank (a national bank association), all direct and indirect parent and subsidiary entities
thereof, and all entities related to LNB Bancorp, Inc., to The Lorain National Bank or to such
parent and subsidiary entities by common ownership.



          8.2 Expressly in consideration for Employer’s promises made in this Agreement and to induce
Employer to sign this Agreement, Employee promises and agrees that:




               (A) Confidentiality. The Confidential Information is and, at all times, shall remain the
exclusive property of Employer, and Employee: (i) shall hold the Confidential Information in
strictest confidence and in a position of trust for Employer and its Clients and Customers, and
(ii) except as may be necessary to perform Employee’s employment duties with Employer but only in
compliance with Employer’s confidentiality policies and all applicable laws, shall not (directly or
indirectly) use for any purpose, copy, duplicate, disclose, convey to any third-party or convert
any Confidential Information, either during the Employment Term or at any time following
termination of the Employment Term (by any Party, for any reason, with or without cause), and (iii)
upon the request of Employer at any time during or after the Employment Term, shall immediately
deliver to Employer all the Confidential Information in Employee’s possession and shall neither
convey to any third-party nor retain any copies or duplicates thereof; and



               (B) Competitive
Acts. During the Employment Term and during the Restricted Period, Employee
(or any entity owned or controlled by Employee) shall not directly or indirectly, without the prior
written approval of the President and Chief Executive Officer of Employer (or any person expressly
designated by the President and Chief Executive Officer),
perform a Competitive Act; and



 44









 





               (C) Clients
and Customers. During the Restricted Period, Employee (or any entity owned
or controlled by Employee) shall not directly or indirectly: (i) solicit from or perform for any
Client or Customer a Competitive Activity, wherever such Client or Customer is located, or (ii)
influence (or attempt to influence) any Client or Customer to transfer such Client’s or Customer’s
patronage or business from Employer, or (iii) otherwise interfere with any business relationship of
Employer with any Client or Customer; and



               (D) Employees. During the Restricted Period, Employee (or any entity owned or controlled by
Employee) shall not directly or indirectly: (i) employ, engage, contract for the services of, or
solicit or otherwise induce the services of any person who, during the one hundred eighty (180)-day
period immediately preceding commencement of the Restricted Period or during the Restricted Period,
is or was an employee of Employer, or (ii) otherwise interfere with (or attempt to interfere with)
any employment relationship of Employer with any employee.



               (E) Other
Employment. During the Employment Term, Employee shall not perform services
(whether or not for compensation) as an employee, independent contractor, consultant,
representative or agent of any person, sole proprietorship, partnership, limited liability company,
corporation, association (other than Employer), organization, or other entity (governmental or
otherwise) without the prior, written consent of the President and Chief Executive Officer of
Employer (or any person expressly designated by the President).



               (F) Costs
of Enforcement. Employee shall pay all reasonable legal fees, court costs, expert
fees, investigation costs, and other expenses incurred by Employer in any litigation under which
Employee is adjudicated to have violated this Section 8.



          8.3 Employee understands and agrees that:




               (A) during the Employment Term, Employee will materially assist Employer in the generation,
development or enhancement of certain Confidential Information, Clients and Customers and certain
other business assets and activities for Employer; and



               (B) Employee’s promises in this Section 8: (i) were negotiated at arm’s-length and with ample
time for Employee to seek the advice of legal counsel, (ii) are required for the fair and
reasonable protection of Employer and the Confidential Information, and (iii) do not constitute an
unreasonable hardship to Employee in working for Employer or in subsequently earning a livelihood
in Employee’s field of expertise outside the Service Area; and



               (C) if Employee breaches (or threatens to breach) any or all of the promises in this Section
8: the privacy and thereby the value of the Confidential Information will be significantly
jeopardized; Employer will be subject to the immediate risk of material, immeasurable, and
irreparable damage and harm; the remedies at law for Employee’s breach shall be inadequate; and
Employer shall therefore be entitled to injunctive relief against Employee in addition to any and
all other legal or equitable remedies; and



               (D) if Employee had not agreed to the restrictive promises in this Agreement, Employer would
not have signed this Agreement.



          8.4 Employee’s promises, duties and obligations made in this Section 8 shall apply to Employee
irrespective of whether a Change in Control (as defined in Section 11.1)
occurs and shall survive the voluntary or involuntary cessation or termination of the Employment
Term by either Party (for any reason, with or without cause). If any of the restrictions contained
in this Section 8 are ever judicially held






45









 







to exceed the geographic or time limitations permitted by law, then such restrictions shall be
deemed to be reformed to comply with the maximum geographic and time limitations permitted by law.
The existence of any claim or cause of action by Employee against Employer (whether or not derived
from or based upon Employee’s employment with Employer) shall not constitute a defense to
Employer’s enforcement of any covenant, duty or obligation of Employee in this Section 8.




     9. Indemnification.



          9.1 Employer hereby indemnifies and saves Employee harmless from and against all claims,
liabilities, judgments, decrees, fines, penalties, fees, amounts paid in settlement or any other
costs, losses, expenses (including, but not limited to, 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) and any appeals related thereto under which Employee is a party or participant because
of Employee’s good faith actions or omissions arising from the performance of Employee’s duties and
obligations under this Agreement, except for such claims (including court proceedings) brought by
the respective Parties against each other.




          9.2 As a condition precedent to the indemnification and other obligations of Employer under
this Section 9, Employee must:




               (A) Notify Employer of any actual or potential claim under this Section 9; and



               (B) Authorize and permit Employer, in its sole discretion, to choose any legal counsel to
defend or otherwise handle the claim and all proceedings and matters relating thereto; and



               (C) Permit Employer to assume total, complete and exclusive control of the claim and all
proceedings and matters relating thereto; and



               (D) Cooperate in all reasonable respects with Employer in handling the claims and all
proceedings and matters related thereto.



     10. Miscellaneous.



          10.1 This Agreement constitutes the entire agreement among the Parties with respect to the
subject matter hereof and supersedes any and all other prior or contemporaneous agreements or
contracts (either oral or written) between the Parties with respect to the subject matter hereof.




          10.2 The invalidity or unenforceability of any particular provision of this Agreement shall
not affect its other provisions and this Agreement shall be construed in all respects as if such
invalid or unenforceable provision had been omitted.




          10.3 Except as otherwise expressly provided herein, this Agreement shall be binding upon and
inure to the benefit of Employer, its successors and assigns and upon Employee, Employee’s
administrators, executors, legatees, heirs and assigns. At any time, Employer may assign this
Agreement and Employer’s rights, duties, obligations and benefits
thereunder to any Subsidiary as defined in Section 11.1(I) of this Agreement.




          10.4 This Agreement shall be construed and enforced under and in accordance with the laws of
the State of Ohio; for all litigation arising hereunder, the State Courts of Lorain County, Ohio
shall have exclusive venue; and each Party (separately and collectively) hereby submits to the
personal jurisdiction of the State Courts of Lorain County, Ohio for all litigation arising under
this Agreement.






46









 








          10.5 All promises, representations, warranties and covenants of the Parties shall
survive termination of the Agreement Term, unless otherwise expressly provided herein.




     11. Change
in Control.



          11.1 For purposes solely of this Section 11, the following terms shall have the respective
meanings set forth below:




               (A) “Bonus Amount” means the highest annual incentive bonus earned by Employee from Employer
(or its Subsidiaries) during the last three (3) completed fiscal years of Employer immediately
preceding Employee’s Date of Termination (annualized in the event Employee was not employed by
Employer or its Subsidiaries for the whole of any such fiscal year).



               (B) “Cause” means any one or more of the following: (i) the willful and continued failure of
Employee to perform substantially Employee’s duties with Employer (other than any such failure
resulting from Employee’s Disability as defined in Section 11.1(E) of this Agreement or any such
failure subsequent to Employee’s being delivered a Notice of Termination without Cause by Employer
or after Employee’s delivering a Notice of Termination for Good Reason to Employer) after a written
demand for substantial performance is delivered to Employee by Employer’s Board of Directors which
specifically identifies the manner in which the Board of Directors believes that Employee has not
substantially performed Employee’s duties and provides Employee with ten (10) days to correct such
failure, or (ii) the willful engaging by Employee in illegal conduct or gross misconduct which is
injurious to Employer or any Subsidiary, or (iii) the conviction of Employee of, or a plea by
Employee of nolo contendere to, a felony, or (iv) Employee’s breach of or failure to perform any of
the non-competition and non-disclosure covenants contained in Section 8 of this Agreement or
contained in any other document signed by Employee and by Employer. For purpose of this paragraph
(B), no act or failure to act by Employee shall be considered “willful” unless done or omitted to
be done by Employee in bad faith and without reasonable belief that Employee’s action or omission
was in the best interests of Employer. Any act or failure to act based upon authority given
pursuant to a resolution duly adopted by Employer’s Board of Directors, based upon the advice of
counsel for Employer, or based upon the instructions of Employer’s Chief Executive Officer or
another senior officer of Employer shall be conclusively presumed to be done, or omitted to be
done, by Employee in good faith and in the best interests of Employer.



               (C) “Change in Control” means the occurrence on or before June 20, 2008 of any one of the
following events:




	 	(i)	 	if individuals who, on the date of this Agreement, constitute
the Board of Directors (the “Incumbent Directors”) of LNB Bancorp,
Inc. (herein called “Company”) cease for any reason to constitute
at least a majority of Company’s Board of Directors; provided,
however, that: (A) any person becoming a director subsequent to
the date of this Agreement, whose election or nomination for
election was approved by a vote of at least two-thirds (2/3) of
the Incumbent Directors then on Company’s Board of Directors
(either by a specific vote or by approval of the proxy statement
of 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 (B) no individual elected or nominated as
a director of Company initially as a result of an actual or
threatened election




47









 












	 	 	 	contest with respect to directors or any other actual or
threatened solicitation of proxies by or on behalf of any person
other than Company’s Board of Directors shall be deemed to be an
Incumbent Director;
	 
	 	(ii)	 	if any “person” (as such term is defined in Section 3(a)(9)
of the Securities Exchange Act of 1934, as amended (the “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 Company representing twenty percent (20%) or more of
the combined voting power of Company’s then-outstanding securities
eligible to vote for the election of Company’s Board of Directors
(the “Company Voting Securities”); provided, however, that the
events described in this clause (ii) shall not be deemed to be a
Change in Control by virtue of any of the following acquisitions:
(A) by Company or any Subsidiary, (B) by any employee benefit plan
sponsored or maintained by Employer or any Subsidiary or by any
employee stock benefit trust created by Employer or any
Subsidiary, (C) by any underwriter temporarily holding securities
pursuant to an offering of such securities, (D) pursuant to a
Non-Qualifying Transaction (as defined in clause (iii) of this
paragraph (C), below), (E) pursuant to any acquisition by Employee
or any group of persons including Employee (or any entity
controlled by Employee or by any group of persons including
Employee), or (F) a transaction (other than one described in
clause (iii) of this paragraph (C), below) in which Company Voting
Securities are acquired from Company, if a majority of the
Incumbent Directors approves a resolution providing expressly that
the acquisition pursuant to this subparagraph (F) does not
constitute a Change in Control under this clause (ii);
	 
	 	(iii)	 	upon the consummation of a merger, consolidation, share
exchange or similar form of corporate transaction involving
Company or any of its Subsidiaries that requires the approval of
Company’s shareholders, whether for such transaction or the
issuance of securities in the transaction (a “Business
Combination”), unless immediately following such Business
Combination: (A) 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




48









 












	 	 	 	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, (B) 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 twenty percent (20%) 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 (C) 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 (A), (B) and (C)
of this Section 11.1(C)(iii) shall be deemed to be a
“Non-Qualifying Transaction”); or
	 
	 	(iv)	 	if the shareholders of Company approve a plan of complete
liquidation or dissolution of Company or a sale of all or
substantially all of Company’s assets but only if, pursuant to
such liquidation or sale, the assets of Company are transferred to
an entity not owned (directly or indirectly) by 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 twenty percent (20%) of Company Voting Securities
as a result of the acquisition of Company Voting Securities by Company which reduces the number of
Company Voting Securities outstanding; provided, however, that if (after such acquisition by
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. Notwithstanding anything in this Agreement to the
contrary, if (1) Employee’s employment is terminated prior to a Change in Control for reasons that
would have constituted a Qualifying Termination if they had occurred following a Change in Control,
(2) Employee reasonably demonstrates that such termination was at the request of a third party who
had indicated an intention or taken steps reasonably calculated to effect a Change in Control, and
(3) a Change in Control involving such third party (or a party competing with such third party to
effectuate a Change in Control) does occur, then (for purposes of this Agreement) the date
immediately prior to the date of such termination of employment (or event constituting Good Reason)
shall be treated as a Change in Control.




               (D) “Date of Termination” means (1) the effective date on which Employee’s employment by
Employer terminates as specified in a prior written notice by Employer or Employee (as the case may
be) to the other, or (2) if Employee’s employment by Employer terminates by reason of death, the
date of death of Employee, or (3) if the Employee
incurs a Disability, the date of such Disability as determined by a physician chosen by Employer.
For purposes of determining the timing of payments and benefits to Employee under Section 11.2, the
date of the actual Change in Control shall be treated as Employee’s Date of Termination.



 49









 





               (E)     “Disability” means Employee’s inability to perform Employee’s then-existing duties
with Employer on a full-time basis for at least one hundred eighty (180) consecutive days as a
result of Employee’s incapacity due to physical or mental
illness.



               (F)     “Good Reason” means, without Employee’s express written consent, the occurrence of any of
the following events after a Change in Control:




	 	(i)	 	(a) any change in the duties or responsibilities (including
reporting responsibilities) of Employee that is inconsistent in
any material and adverse respect with Employee’s positions,
duties, responsibilities or status with Employer immediately prior
to such Change in Control (including any material and adverse
diminution of such duties or responsibilities), or (b) a material
and adverse change in Employee’s titles or offices with Employer
(including, if applicable, membership on Employer’s Board of
Directors) from those existing immediately prior to such Change in
Control;
	 
	 	(ii)	 	(a) a reduction by Employer in Employee’s Basic Salary as in
effect immediately prior to such Change in Control (or as such
Basic Salary may be increased from time to time thereafter), or
(b) the failure by Employer to pay Employee an annual bonus in
respect of the year in which such Change in Control occurs or any
subsequent year in an amount greater than or equal to the annual
bonus earned for the year ended prior to the year in which such
Change in Control occurs;
	 
	 	(iii)	 	any requirement of Employer that Employee: (a) be based
anywhere more than fifty (50) miles from the office where Employee
is located at the time of the Change in Control, or (b) travel on
Employer business to an extent substantially greater than the
travel obligations of Employee immediately prior to such Change in
Control;
	 
	 	(iv)	 	the failure of Employer to: (a) continue in effect any
material employee benefit plan, compensation plan, welfare benefit
plan or other material fringe benefit plan in which Employee is
participating immediately prior to such Change in Control or the
taking of any action by Employer which would materially and
adversely affect Employee’s participation in or reduce Employee’s
benefits under any such plan, unless Employee is permitted to
participate in other plans providing Employee with substantially
equivalent benefits in the aggregate, or (b) provide Employee with
paid vacation in accordance with the most favorable vacation
policies of Employer as in effect for Employee immediately prior
to such Change in Control, including the crediting of all service
for which Employee had been credited under such vacation policies
prior to the Change in Control; or
	 
	 	(v)	 	the failure of Employer to obtain the assumption (and, if
applicable, guarantee) agreement from any successor (and Parent
Corporation) as contemplated in Section 11.4(B).




 50









 










Notwithstanding any contrary provision in this Agreement: (1) an isolated, insubstantial and
inadvertent action taken in good faith and which is remedied by Employer within ten (10) days after
receipt of notice thereof given by Employee shall not constitute Good Reason, and (2) Employee’s
right to terminate employment for Good Reason shall not be affected by Employee’s incapacities due
to mental or physical illness; and (3) Employee’s continued employment shall not constitute a
consent to, or a waiver of rights with respect to, any event or condition constituting Good Reason
(provided, however, that Employee must provide notice of termination of employment within thirty
(30) days following Employee’s knowledge of an event constituting Good Reason or such event shall
not constitute Good Reason under this Agreement).




               (G)
 “Qualifying Termination” means a termination of Employee’s employment with Employer after
a Change in Control (i) by Employer other than for Cause, or (ii) by Employee for Good Reason.
Termination of Employee’s employment on account of death, Disability or Retirement shall not
constitute a Qualifying Termination.



               (H) “Retirement
” means the termination of Employee’s employment with Employer: (i) on or
after the first of the month coincident with or next following Employee’s attainment of age
sixty-five (65), or (ii) on such later date as may be provided in a written agreement between
Employer and Employee.



               (I) “Subsidiary” means any corporation or other entity in which Company: (i) has a direct or
indirect ownership interest of fifty percent (50%) or more of the total combined voting power of
the then-outstanding securities or interests of such corporation or other entity entitled to vote
generally in the election of directors, or (ii) has the right to receive fifty percent (50%) or
more of the distribution of profits or fifty percent (50%) of the assets upon liquidation or
dissolution of such corporation or other entity.



               (J) “Termination Period” means the period of time beginning with a Change in Control and
ending two (2) years following such Change in Control.



               (K) “Highest Base Salary” means Employee’s then-current annual base salary (excluding any
bonuses) paid to Employee immediately prior to the Date of Termination.



               (L) “Company” means LNB Bancorp, Inc. and its successors.



          11.2 Notwithstanding any contrary provision in Section 7 or in any other Section of this
Agreement, if (during the Termination Period) Employee’s employment with Employer terminates
pursuant to a Qualifying Termination:




               (A) Employer shall pay to Employee, within twenty (20) days following the Date of Termination,
a lump sum cash amount equal to the sum of (i) one hundred fifty percent (150%) of Employee’s
Highest Base Salary, as defined in Section 11.1(K), through the Date of Termination, plus (ii) any
base salary and bonuses which have been earned through the Date of Termination and are payable, to
the extent not theretofore paid or deferred, plus (iii) a pro rata portion of Employee’s annual
bonus for the fiscal year in which Employee’s Date of Termination occurs in an amount at least
equal to (1) Employee’s Bonus Amount multiplied by (2) a fraction, the numerator of which is the
number of days in the fiscal year in which the Date of Termination occurs through the Date of
Termination and the denominator of which is three hundred sixty-five (365), and reduced by (3) any
amounts paid to Employee by Employer as an
executive bonus (pursuant to approval of the Board of Directors) for the fiscal year in which
Employee’s Date of Termination occurs, plus (iv) any accrued and unpaid vacation pay.



51









 





               (B) Notwithstanding any contrary provision in this Section 11.2, Employer’s payments to
Employee under this Section 11.2 shall be reduced to the extent that such payments (together with
all other payments by Employer to Employee under all other written or verbal agreements between
Employer and Employee) constitute an “excess parachute payment” under Section 280G of the Internal
Revenue Code (as may be periodically amended).



          11.3 Employer shall withhold from all payments due to Employee (or Employee’s beneficiaries or
estate) hereunder all taxes which, by applicable federal, state, local or other law, Employer is
required to withhold therefrom.




     11.4
  (A) This Section 11 shall not be terminated by any Business Combination. In the event of
any Business Combination, the provisions of this Section 11 shall be binding upon the Surviving
Corporation and such Surviving Corporation shall be treated as Employer hereunder.



               (B) Employer agrees that, in connection with any Business Combination, Employer will cause any
successor entity to Employer unconditionally to assume (and, for any Parent Corporation in such
Business Combination, to guarantee), by written instrument delivered to Employee (or Employee’s
beneficiaries or estate), all of the obligations of Employer under this Section 11. Failure of
Employer to obtain such assumption or guarantee prior to the effectiveness of any such Business
Combination that constitutes a Change in Control shall be a breach of this Agreement and shall
constitute Good Reason hereunder and, further, shall entitle Employee to compensation and other
benefits from Employer in the same amount and on the same terms as Employee would be entitled
hereunder as if Employee’s employment were terminated following a Change in Control by reason of a
Qualifying Termination. For purposes of implementing this Section 11.4(B), the date on which any
such Business Combination becomes effective shall be deemed the date Good Reason occurs and shall
be the Date of Termination, if so requested by Employee.



               (C) This Section 11 shall inure to the benefit of and be enforceable by Employee’s personal or
legal representatives, executors, administrators, successors, heirs, distributees, devisees and
legatees. If Employee dies while any amounts would have been payable to Employee under this
Section 11 if Employee had continued to live, all such amounts (unless otherwise provided herein)
shall be paid in accordance with the terms of this Section 11 to such person or persons appointed
in writing by Employee to receive such amounts or, if no person is so appointed, to Employee’s
estate.



          11.5 In the event of a tender or exchange offer, proxy contest, or the execution of any
agreement which, if consummated, would constitute a Change in Control, Employee agrees (as a
condition to receiving any payments and benefits under Section 11.2 of this Agreement) not to leave
voluntarily the employ of the Employer (other than as a result of Disability, Retirement or an
event which would constitute Good Reason if a Change in Control had occurred) until the Change in
Control occurs or, if earlier, such tender or exchange offer, proxy contest or agreement is
terminated or abandoned.






 52









 








     IN WITNESS WHEREOF, the Parties have set their hands as of the day and year first above
written.


In the Presence of:




	 	 	 	 	 	 	 	 	

	 
	 	 	 	 	 	 	
	 	 	 	 	 	
	(Signature of First Witness)

	 	 	 	Richard
	 	E. Lucas	
	 
	 	 	 	 	 	 	
	 

	 	 	 	 	 	“Employee”	
	 

(Signature of Second Witness)

	 	 	 	 	 	 	
	 
	 	 	 	 	 	 	
	 	 	 	 	LNB BANCORP, INC.	
	 
	 	 	 	 	 	 	
	 

	 	 	 	By:	 	 	
	 

	 	 	 	 	 	 	
	(Signature of First Witness)

	 	 	 	 	 	     Daniel E. Klimas, President	
	 
	 	 	 	 	 	 	
	 
	 

(Signature of Second Witness)

	 	 	 	 	 	 	
	 
	 	 	 	 	 	 	
	 	 	 	 	THE LORAIN NATIONAL BANK	
	 
	 	 	 	 	 	 	
	 

	 	 	 	By:	 	 	
	 

	 	 	 	 	 	 	
	(Signature of First Witness)

	 	 	 	 	 	      Daniel E. Klimas, President	
	 
	 	 	 	 	 	 	
	 
	 

(Signature of Second Witness)

	 	 	 	 	 	“Employer”	







 53