EX-10(EE)






Exhibit 10(ee)




LNB Bancorp, Inc.




2008 Management Incentive Plan

For Key Executives




(Restated as of December 12, 2008)




Section I. PURPOSE



The LNB Bancorp, Inc. 2008 Management Incentive Plan for Key Executives is designed to reward Key
Executives with incentive compensation payments for achieving profitability goals and subjective
goals.




Section II. DEFINITIONS



The following terms, as used in this Plan, shall mean:





	A.	 	Committee. The Compensation Committee of the Board of Directors of LNB Bancorp,
Inc., or such other committee as such Board may designate.
	 
	B.	 	Employer or Lorain National Bank. LNB Bancorp, Inc., its subsidiaries and affiliates.
	 
	C.	 	Plan year. January 1, 2008 through December 31, 2008.
	 
	D.	 	Employee/Key Executive. The participants selected to participate in this Plan as
described in Section III below.
	 
	E.	 	Plan. The LNB Bancorp, Inc. 2008 Management Incentive Plan for Key Executives.
	 
	F.	 	Incentive Payment. Cash payment earned by Employee on the Incentive Payment Date, as
determined in accordance with Section IV and the other terms of this Plan.
	 
	G.	 	Incentive Payment Date. The date on which an Incentive Payment to Employee is paid,
which shall be as soon as reasonably practicable after such payment is calculated
and authorized by the Committee but not later than two and one-half months following
the end of the Plan year.
	 
	H.	 	Profitability. Profitability is defined as net income after tax of LNB Bancorp, Inc.
and its consolidated subsidiaries for the Plan year, as determined by the Committee.
The Committee has the discretion to adjust for any unforeseen occurrences which may
affect the profitability number.
	 
	I.	 	Profitability Goal. An amount of Profitability established as a goal by the
Committee in its discretion and solely for purposes of this Plan, based on the
Employer’s annual budget as determined by its Audit and Finance Committee. This goal
will be communicated to each Key Executive when the Key Executive is selected to
participate in this Plan.




 









 











Section III. ELIGIBILITY



Employees of Lorain National Bank, other than the CEO, are eligible to participate in this Plan.
Based upon CEO recommendations, the Committee has the authority, in its discretion, to designate
the Employees who will participate in this Plan during the Plan year.




Section IV. AMOUNT OF INCENTIVE PAYMENT



Subject to the other terms of this Plan, the amount of the Incentive Payment earned by an Employee
under this Plan will be determined, based on Employer’s actual Profitability achievement for the
Plan year relative to the percentage of the Profitability Goal, a percentage of Employee’s base
salary, and on other terms as determined, interpreted and established in the sole discretion of the
Committee.




Section V. OTHER INCENTIVE PAYMENT TERMS




A. Payments and Deductions/Withholding Taxes.



Employer will pay an Employee the Incentive Payment on the Incentive Payment Date provided the
Employee is an active employee of Employer on that date. The amount of the Incentive Payment, if
any, shall be calculated as provided in Section IV of this Plan. Deductions may also be made at the
discretion of Employer and in accordance with applicable law for any amounts the employee owes to
Employer.



Employer may withhold from any amounts payable under or in connection with this Plan all federal,
state, local and other taxes as may be required to be withheld by Employer under applicable law or
governmental regulation or ruling.




B. Incentive Payment Calculation.



The Committee will have the sole authority and discretion to evaluate all aspects of the Employer’s
incentive compensation awards and to determine performance and the total pool money available to
all Employees in the aggregate. Generally, subject in all cases to terms as determined, interpreted
and established in the sole discretion of the Committee, the total pool of money available to all
Employees will be based upon whether the Employer achieves actual Profitability for the Plan year
that falls within a range of specified minimum, target and maximum percentages of the Profitability
Goal, and will be zero if the Employer does not achieve actual Profitability for the Plan year that
is equal to at least the specified minimum percentage of the Profitability Goal. The CEO will
determine the distribution to the Key Executives, subject to Committee approval in its sole
discretion.



The Committee retains the right and authority (in addition to any other rights or remedies of
Employer) not to pay all or any part of an Incentive Payment to any Employee based on operational
wrongdoing or misconduct of the Employee, as determined by the Committee in its sole discretion.
The Employer must document all such exceptions to this Plan, including but not limited to,
forfeiture of payments.




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D. Special Circumstances.



1. Conflicts with Law. If any provision of this Plan violates local, state or federal law,
the applicable law shall control.



2. Voluntary or Involuntary Termination. If Employee’s employment is voluntarily or
involuntarily terminated before the Incentive Payment Date, Employee is not entitled to receive and
will forfeit the Incentive Payment. Employee must be employed on the Incentive Payment Date to be
entitled to the Incentive Payment.



3. Transfer. If an Employee transfers to another position within Employer that does not
participate under this Plan before the Incentive Payment Date, the Employee is not entitled to
receive and will forfeit the Incentive Payment. A payment of a pro-rated amount of the Incentive
Payment may be awarded in the Committee’s sole discretion.



4. Leave of Absence. Incentive Payments will be pro-rated based on months of active
employment as determined by the Committee in its sole discretion. An Employee on a leave of absence
must be employed on the Incentive Payment Date to receive an Incentive Payment.



5. Death. In the event of the Employee’s death before the Incentive Payment Date, the
Employee’s estate is not entitled to receive and will forfeit the Incentive Payment. A payment of a
pro-rated or full amount of the Incentive Payment may be awarded in the Committee’s sole
discretion.




Section VI. NON-SOLICITATION AND CONFIDENTIALITY




A. Non-Solicitation.



In consideration of Employee’s participation in this Plan, Employee agrees that during the term of
Employee’s employment and for one year after Employee’s voluntary termination of employment or
termination of employment for cause, Employee will not, directly or indirectly: (1) influence or
advise any other person to employ or solicit for employment anyone who is employed by Employer on
the date of Employee’s separation; (2) influence or advise any person who is or shall be in the
service of Employer to leave the service of Employer; (3) use any of the information or business
secrets used by Employer, except in accordance with Employer’s policies in the regular course of
Employee’s duties for Employer; (4) disclose the proprietary methods of conducting the business of
Employer, except in accordance with Employer’s policies in the regular course of Employee’s duties
for Employer; (5) make any statement or take any actions that may interfere with Employer’s
customers, except in accordance with Employer’s policies in the regular course of Employee’s duties
for Employer; or (6) attempt to divert any of the business of Employer or any business which
Employer has a reasonable expectation of obtaining by soliciting, contacting, or communicating with
any customers and/or potential customers which have been derived from leads or lists developed and
delivered to Employee by Employer.




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B. Confidentiality.



In consideration of Employee’s participation in this Plan, Employee agrees that during and
following termination of employment with Employer, Employee will hold in strictest confidence and
will not disclose to anyone, except in accordance with Employer’s policies in the regular course of
Employee’s duties for Employer, any information concerning:



1. The business or affairs of, or nonpublic information concerning, a current, past or prospective
customer of Lorain National Bank.



2. The development of any product, device, method or invention of Lorain National Bank.



3. Any information concerning Lorain National Bank or its operations not readily available to the
public, unless expressly authorized by the President or any Vice President of Lorain National Bank.



Employee further agrees that all rights, title and interest to any product, device, invention, or
enhancement to a product or service, developed during his or her employment with Employer and using
Employer resources or know-how, shall belong exclusively to Lorain National Bank. Employee agrees
to execute any documents necessary to reflect Lorain National Bank’s exclusive ownership in such
items.



Upon termination of employment with Employer, Employee will deliver to Lorain National Bank all
documents, notes, materials and all copies thereof, relating to the operations or the business of
Lorain National Bank and its customers.




B. Related Provisions



1. Prior Agreements. This Section VI does not supercede any prior agreements or
understandings between Employer and Employee to the extent that such prior agreement or
understanding is more favorable with respect to Employer.



2. Equitable Relief. Employee acknowledges and agrees that the covenants contained in this
Section VI are of a special nature and that any breach, violation or evasion by Employee of the
terms of Section VI will result in immediate and irreparable injury and harm to Employer, for which
there is no adequate remedy at law, and will cause damage to Employer in amounts difficult to
ascertain. Accordingly, Employer shall be entitled to the remedy of injunction, as well as to all
other legal or equitable remedies to which Employer may be entitled (including, without limitation,
the right to seek monetary damages), for any breach, violation or evasion by Employee of the terms
of Section VI.




Section VII. GENERAL PROVISIONS



1. Administration. The Plan shall be administered by the Committee. The Committee has the
sole and exclusive authority, subject to any limitations specifically set forth in this Plan, to:
adopt, amend, alter and repeal this Plan at any time as it deems advisable in its sole discretion
from time to time; construe, interpret, administer and implement the terms and provisions of this
Plan; and otherwise supervise the administration of this Plan. Notwithstanding the foregoing, all
decisions


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made by the Committee pursuant to the provisions of this Plan are final and binding on all persons,
including Employee, but may be made by their terms subject to ratification or approval by the Board
of Directors of LNB Bancorp, Inc. or another committee of the Board of Directors.



2. No Implied Rights to Employment. Neither this Plan nor any Incentive Payment hereunder
shall be construed as giving any individual any right to continued employment or any particular
level of salary or benefits with Employer. This Plan does not constitute a contract of employment,
and Employer expressly reserves the right at any time to terminate any Employee free from liability
or any claim.



3. Other Compensation Plans. Nothing contained in this Plan prevents Employer from adopting
or modifying other or additional compensation arrangements, and such arrangements may be either
generally applicable or applicable only in specific cases.



4. Successors; Amendments. All obligations of Employer with respect to Incentive Payments
under this Plan are binding on any successor to Employer, 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 Employer. Employee may not assign any rights or obligations under this Plan
without the written consent of Employer. Subject to the Committee’s rights under Section VII.1.
above, none of the terms of Section VI may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing, and is signed by Employee and by an authorized
officer of Employer.



5. Validity. The invalidity or unenforceability of any provision or provisions of this Plan
shall not affect the validity or enforceability of any other provision of this Plan, which shall
remain in full force and effect. In the event that any provision of Section VI is found by a court
of competent jurisdiction to be invalid or unenforceable as against public policy, such court shall
exercise its discretion in reforming such provision to the end that Employee shall be subject to
such restrictions and obligations as are reasonable under the circumstances and enforceable by
Employer.



6. Governing Law; Interpretation. This Plan shall be construed in accordance with and
governed by the laws of the State of Ohio, without giving effect to the conflict of law principles
of such State. This Plan is not intended to be governed by the Employee Retirement Income Security
Act and shall be so construed and administered. The headings contained herein are for reference
purposes only and shall not in any way affect the meaning or interpretation of this Plan.



7. Entire Agreement. This Plan embodies the entire agreement and understanding between
Employer and Employee with respect to the subject matter hereof, and supercedes all prior
agreements and understandings relating hereto, except as expressly stated herein.




Section VIII. CLAWBACK OF PLAN PAYMENTS



Notwithstanding any provision in the Plan to the contrary, in the event that a payment or payments
are made to “senior executive officer(s)” (as that term is defined in accordance with Section
111(b)(3) of the Emergency Economic Stabilization Act of 2008 (“EESA”)) and it is later determined
that the payment or payments were based on materially inaccurate financial statements or on any
other materially inaccurate performance metric criteria, then in such event,


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to the extent necessary to comply with Section 111(b)(2)(B) of EESA, shall the full amount of any
and all payment(s) that have been made to such senior executive officer(s) become immediately due
and owing to Employer, and the senior executive officer(s) who received such grant(s) or payment(s)
shall forfeit or repay, as applicable, the full amount of such grant(s) or payment(s) to Employer,
in accordance with and in a manner that complies with the requirements of Section 111(b)(2)(B) of
EESA.





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