Common use of Employee Benefits; Advisory Board Clause in Contracts

Employee Benefits; Advisory Board. 7.6.1 Except as set forth in LNB Bancorp Disclosure Schedule or as otherwise provided in Section 6.12 or this Section 7.6.1 of this Agreement, as of or after the Effective Time, and at Northwest Bancshares’ election and subject to the requirements of the Code, the LNB Bancorp Compensation and Benefit Plans may continue to be maintained separately, consolidated, frozen or terminated. If reasonably requested by Northwest Bancshares in writing not later than ten (10) days before the Closing Date and provided that Northwest Bancshares has indicated in writing that the conditions to its obligations set forth in Section 9.2 hereof have been satisfied or waived, LNB Bancorp shall take such steps within its power to effectuate a freeze or termination of any LNB Bancorp Compensation and Benefit Plan as of the Effective Time (other than the LNB Bancorp Pension Plan), provided that the LNB Bancorp Compensation and Benefit Plan can be frozen or terminated within such period under the terms of such plan and any applicable laws and regulations. In the event of a consolidation of any or all of such plans or in the event of termination of any LNB Bancorp Compensation and Benefit Plan, except as otherwise set forth in this Section 7.6.1, employees of LNB Bancorp or Lorain National Bank who continue as employees of Northwest Bancshares or Northwest Bank after the Effective Time (“Continuing Employees”) shall be eligible to participate in any Northwest Bank employee plan of similar character immediately upon such consolidation or as of the first entry date coincident with or immediately following such termination. Continuing Employees shall receive credit for service with LNB Bancorp or Lorain National Bank for purposes of determining eligibility and vesting but not for purposes of accruing or computing benefits under: (i) any similar existing Northwest Bancshares benefit plan except that Continuing Employees shall be treated as new employees under the Northwest Bancshares ESOP, the Northwest Bancshares Pension Plan, the Northwest Bank holiday bonus plan, Northwest Bank’s management bonus plan and all other Northwest Bancshares Stock Benefit Plans, or (ii) any new Northwest Bancshares benefit plan in which Continuing Employees or their dependents would be eligible to enroll. Notwithstanding the foregoing, Continuing Employees shall receive credit for years of service with LNB Bancorp and any LNB Bancorp Subsidiary for purposes of determining leave days under Northwest Bank’s vacation, personal and sick leave policies. Such service shall also apply for purposes of satisfying any waiting periods, actively-at-work requirements and evidence of insurability requirements. Continuing Employees shall have no rights in Northwest Bank’s terminated post-retirement health benefit plan. This Agreement shall not be construed to limit the ability of Northwest Bancshares or Northwest Bank to terminate the employment of any LNB Bancorp employee or the employee of any LNB Bancorp Subsidiary or to review any LNB Bancorp Compensation and Benefit Plan from time to time and to make such changes (including terminating any such plan) as they deem appropriate.

Employee Benefits; Advisory Board. 7.6.1 Except as set forth in LNB Bancorp Cheviot Financial Disclosure Schedule 7.6.1 or as otherwise provided in Section 6.12 Sections 6.13 through 6.17 or this Section 7.6.1 of this Agreement, as of or after the Effective Time, and at Northwest Bancshares’ MainSource’s election and subject to the requirements of the Code, the LNB Bancorp Cheviot Financial Compensation and Benefit Plans may continue to be maintained separately, consolidated, frozen or terminated. If reasonably requested by Northwest Bancshares MainSource in writing not later than ten (10) days before the Closing Date and provided that Northwest Bancshares MainSource has indicated in writing that the conditions to its obligations set forth in Section 9.2 hereof have been satisfied or waived, LNB Bancorp Cheviot Financial shall take such steps within its power to effectuate a freeze or termination of any LNB Bancorp Cheviot Financial Compensation and Benefit Plan as of the day immediately prior to the Effective Time (other than Time, and contingent upon the LNB Bancorp Pension Plan)Effective Time, provided that the LNB Bancorp Cheviot Financial Compensation and Benefit Plan can be frozen or terminated within such period under the terms of such plan and any applicable laws and regulations. In the event of a consolidation of any or all of such plans or in the event of termination of any LNB Bancorp Cheviot Financial Compensation and Benefit Plan, except as otherwise set forth in this Section 7.6.1, employees of LNB Bancorp Cheviot Financial or Lorain National Cheviot Savings Bank who continue as employees of Northwest Bancshares MainSource or Northwest MainSource Bank after the Effective Time (“Continuing Employees”) shall be eligible to participate in any Northwest MainSource Bank employee plan of similar character immediately upon such consolidation or as of the first entry date coincident with or immediately following such termination. Continuing Employees shall receive credit for service with LNB Bancorp Cheviot Financial or Lorain National Cheviot Savings Bank (including service with any company acquired by Cheviot Financial or Cheviot Savings Bank) for purposes of determining eligibility and vesting but not for purposes of accruing or computing benefits under: (i) under any similar existing Northwest Bancshares MainSource benefit plan except plan. MainSource shall provide Continuing Employees with compensation, employee benefits and terms and conditions of employment that are substantially similar to those provided by MainSource to similarly situated employees of MainSource. After the Effective Time, Cheviot Financial’s PTO policy shall terminate and all Continuing Employees shall be treated as new employees subject to MainSource’s PTO policy. MainSource will not credit Continuing Employees with any accrued but unused vacation or sick time under the Northwest Bancshares ESOP, Cheviot Financial PTO policy as of the Northwest Bancshares Pension Plan, Effective Time. Cheviot Financial will be responsible for paying out any accrued but unused PTO and vacation time as of the Northwest Bank holiday bonus plan, Northwest Bank’s management bonus plan and all other Northwest Bancshares Stock Benefit Plans, or (ii) any new Northwest Bancshares benefit plan in which Continuing Employees or their dependents would be eligible day prior to enroll. Notwithstanding the foregoing, Continuing Employees shall receive credit for years of service with LNB Bancorp and any LNB Bancorp Subsidiary for purposes of determining leave days under Northwest Bank’s vacation, personal and sick leave policies. Such service shall also apply for purposes of satisfying any waiting periods, actively-at-work requirements and evidence of insurability requirementsEffective Time. Continuing Employees shall have no rights in Northwest Bankwill begin accruing paid time off under MainSource’s terminated post-retirement health benefit planPTO policy as of the Effective Time. This Agreement shall not be construed to limit the ability of Northwest Bancshares MainSource or Northwest MainSource Bank to terminate the employment of any LNB Bancorp Cheviot Financial employee or the employee of any LNB Bancorp Cheviot Financial Subsidiary or to review any LNB Bancorp Cheviot Financial Compensation and Benefit Plan from time to time and to make such changes (including terminating any such plan) as they deem appropriate.

Employee Benefits; Advisory Board. 7.6.1 Except as set forth in LNB Bancorp a MutualFirst Financial Disclosure Schedule or as otherwise provided in Section 6.12 or this Section 7.6.1 of this Agreement, as of or after the Effective Time, and at Northwest Bancshares’ election and subject to the requirements of the Code, the LNB Bancorp MutualFirst Financial Compensation and Benefit Plans may continue to be maintained separately, consolidated, frozen or terminated. If reasonably requested by Northwest Bancshares in writing not later than ten (10) days before the Closing Date and provided that Northwest Bancshares has indicated in writing that the conditions to its obligations set forth in Section 9.2 hereof have been satisfied or waived, LNB Bancorp shall MutualFirst Financial will take such steps within its power to effectuate a freeze or termination of any LNB Bancorp MutualFirst Financial Compensation and Benefit Plan as of the Effective Time (other than the LNB Bancorp MutualFirst Financial Pension Plan), provided that the LNB Bancorp MutualFirst Financial Compensation and Benefit Plan can be frozen or terminated within such period under the terms of such plan and any applicable laws and regulations. In the event of a consolidation of any or all of such plans or in the event of termination of any LNB Bancorp MutualFirst Financial Compensation and Benefit Plan, except as otherwise set forth in this Section 7.6.1, employees of LNB Bancorp MutualFirst Financial or Lorain National Bank MutualBank who continue as employees of Northwest Bancshares or Northwest Bank after the Effective Time (“Continuing Employees”) shall will be eligible to participate in any Northwest Bank employee plan of similar character immediately upon such consolidation or as of the first entry date coincident with or immediately following such termination. Continuing Employees shall will receive credit for service with LNB Bancorp MutualFirst Financial or Lorain National Bank MutualBank for purposes of determining eligibility and vesting but not for purposes of accruing or computing benefits under: (i) any similar existing Northwest Bancshares benefit plan except that Continuing Employees shall Employees, in eligible roles for the following benefits, will be treated as new employees under the Northwest Bancshares ESOP, the Northwest Bancshares Pension Plan, the Northwest Bank holiday bonus plan, Northwest Bank’s management bonus plan and all other Northwest Bancshares Stock Benefit Plans, or (ii) any new Northwest Bancshares benefit plan in which Continuing Employees or their dependents would be eligible to enroll. Notwithstanding the foregoing, Continuing Employees shall will receive credit for years of service with LNB Bancorp MutualFirst Financial and any LNB Bancorp MutualFirst Financial Subsidiary for purposes of determining leave days under Northwest Bank’s vacation, personal paid time off (“PTO”) leave policy and sick leave policiesfor calculation of severance benefits if later terminated by Northwest Bank. Such service shall will also apply for purposes of satisfying any waiting periods, actively-at-work requirements and evidence of insurability requirements. Continuing Employees shall will have no rights in Northwest Bank’s terminated post-retirement health benefit plan. This Agreement shall not be construed to limit the ability of Northwest Bancshares or Northwest Bank to terminate the employment of any LNB Bancorp MutualFirst Financial employee or the employee employment of any LNB Bancorp MutualFirst Financial Subsidiary or to review any LNB Bancorp MutualFirst Financial Compensation and Benefit Plan from time to time and to make such changes (including terminating any such plan) as they deem appropriate.