LNB Bancorp Inc Sample Contracts

AND
Rights Agreement • November 6th, 2000 • LNB Bancorp Inc • State commercial banks • Ohio
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DATED AS OF
Merger Agreement • January 17th, 2007 • LNB Bancorp Inc • State commercial banks • Ohio
LNB BANCORP, INC. (an Ohio corporation) 25,223 Shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series B UNDERWRITING AGREEMENT
Underwriting Agreement • June 19th, 2012 • LNB Bancorp Inc • State commercial banks • New York
LNB BANCORP, INC. (an Ohio corporation) 25,223 Shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series B UNDERWRITING AGREEMENT
Underwriting Agreement • May 18th, 2012 • LNB Bancorp Inc • State commercial banks • New York

LNB Bancorp, Inc., an Ohio corporation (the “Company”), The Lorain National Bank (the “Bank”) and the United States Department of the Treasury (the “Selling Shareholder”) each confirms its agreement with [—] and [—] (“[—],” and collectively with [—], the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom[—] and[—] are acting as Representatives (in such capacity, the “Representatives”), with respect to the sale by the Selling Shareholder and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series B, without par value, of the Company (the “Preferred Stock”) set forth in Schedule A hereto. The aforesaid 25,223 shares of Preferred Stock to be purchased by the Underwriters are referred to herein, collectively, as the “Securities.”

GUARANTEE AGREEMENT LNB BANCORP, INC. Dated as of May 9, 2007
Guarantee Agreement • August 9th, 2007 • LNB Bancorp Inc • State commercial banks • New York

This GUARANTEE AGREEMENT (the “Guarantee”), dated as of May 9, 2007, is executed and delivered by LNB Bancorp, Inc., incorporated in Ohio (the “Guarantor”), and Wells Fargo Bank, National Association, a national banking association with its principal place of business in the State of Delaware, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of LNB Trust I, a Delaware statutory trust (the “Issuer”).

SUPPLEMENTAL EXECUTIVE COMPENSATION AGREEMENT
Supplemental Executive Compensation Agreement • November 7th, 2014 • LNB Bancorp Inc • State commercial banks • Ohio

This Agreement, effective as of the _____, by and between LNB Bancorp, Inc., an Ohio corporation (the "Company"), and ______("Executive"), is to EVIDENCE THAT:

SUPPLEMENTAL RETIREMENT AGREEMENT FOR JAMES F. KIDD
Supplemental Retirement Agreement • March 13th, 2006 • LNB Bancorp Inc • State commercial banks • Ohio

THIS AGREEMENT, made and entered into this 30th day of July, 1996, by and between LORAIN NATIONAL BANK (hereinafter referred to as the “Bank”), a national banking association organized and existing under the laws of the United States, whose principal place of business is Lorain, Ohio, and JAMES F. KIDD (hereinafter referred to as the “Executive”).

AGREEMENT AND PLAN OF MERGER BY AND BETWEEN NORTHWEST BANCSHARES, INC. AND LNB BANCORP, INC. DECEMBER 15, 2014
Merger Agreement • December 16th, 2014 • LNB Bancorp Inc • State commercial banks • Maryland

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 15, 2014, is by and between Northwest Bancshares, Inc., a Maryland corporation (“Northwest Bancshares”) and LNB Bancorp, Inc., an Ohio corporation (“LNB Bancorp”). Each of Northwest Bancshares and LNB Bancorp is sometimes individually referred to herein as a “party,” and Northwest Bancshares and LNB Bancorp are collectively sometimes referred to as the “parties.”

SUPPLEMENTAL RETIREMENT BENEFITS AGREEMENT FOR GREGORY D. FRIEDMAN
Supplemental Retirement Benefits Agreement • March 13th, 2006 • LNB Bancorp Inc • State commercial banks • Ohio

Supplemental Retirement Benefits Agreement (the “Agreement”), made as of this 22nd day of December, 2000, by and among LNB BANCORP, INC. (an Ohio corporation) and THE LORAIN NATIONAL BANK (a national banking association organized and existing under the laws of the United States), which together with their respective successors and assigns are herein collectively called “Employer”, and GREGORY D. FRIEDMAN, hereinafter called “Executive”, is to EVIDENCE THAT:

SEVERANCE AGREEMENT AND GENERAL RELEASE AND AMENDMENT TO EMPLOYMENT AGREEMENT
Severance Agreement and General Release • March 15th, 2004 • LNB Bancorp Inc • State commercial banks • Ohio

This Severance Agreement and General Release and Amendment to Employment Agreement (herein “Severance Agreement”) is entered into between LNB Bancorp, Inc. and Lorain National Bank (collectively herein “LNB”), their parents, affiliates, subsidiaries, successors and assigns, and Gregory D. Friedman (herein “Employee”), and his heirs, successors, agents, and assigns, (together herein the “Parties”), at Lorain, Ohio, to set forth the terms, conditions and consideration relating to the termination of Employee’s employment as Chief Financial Officer of LNB:

COMMON SHARES PURCHASE AGREEMENT
Common Shares Purchase Agreement • December 16th, 2013 • LNB Bancorp Inc • State commercial banks • Ohio

THIS COMMON SHARES PURCHASE AGREEMENT (this “Agreement”), dated as of December 12, 2013, by and among LNB Bancorp, Inc., an Ohio corporation (the “Company”), and those Persons (as defined below) identified on Schedule 1 hereto (each individually, an “Investor” and collectively, the “Investors”).

LNB BANCORP, INC. Non-Qualified Stock Option Agreement Granted Under 2006 Stock Incentive Plan
Non-Qualified Stock Option Agreement • February 6th, 2008 • LNB Bancorp Inc • State commercial banks
LNB BANCORP, INC. AND REGISTRAR AND TRANSFER COMPANY Rights Agreement Dated as of October 24, 2000
Rights Agreement • March 13th, 2006 • LNB Bancorp Inc • State commercial banks • Ohio

RIGHTS AGREEMENT, dated as of October 24, 2000 (the “Agreement”), between LNB Bancorp, Inc., an Ohio corporation (the “Company”), and Registrar and Transfer Company, a New Jersey corporation (the “Rights Agent”).

SETTLEMENT AGREEMENT AND RELEASE
Settlement Agreement • July 20th, 2009 • LNB Bancorp Inc • State commercial banks • Ohio

This Settlement Agreement and Release (hereafter “Agreement”) is made and entered into as of and on the last date set forth herein below by SHARON L. VADENAIS-CHURCHILL (hereafter “Claimant”), of 5214 Bridgewater Lane, Brunswick, Ohio and LNB BANCORP, INC., of Lorain, Ohio (hereafter “LNB”):

SUPPLEMENTAL RETIREMENT AGREEMENT FOR JAMES F. KIDD
Supplemental Retirement Agreement • March 13th, 2006 • LNB Bancorp Inc • State commercial banks • Ohio

THIS AGREEMENT, made and entered into this 15th day of June, 1999, by and between LORAIN NATIONAL BANK (hereinafter referred to as the “Bank”), a national banking association organized and existing under the laws of the United States, whose principal place of business is Lorain, Ohio, and JAMES F. KIDD (hereinafter referred to as the “Executive”).

STOCK OPTION AGREEMENT (Non-Qualified Stock Option)
Stock Option Agreement • May 27th, 2005 • LNB Bancorp Inc • State commercial banks • Ohio

THIS STOCK OPTION AGREEMENT (this “Agreement”) is made to be effective as of February 1, 2005, by and between LNB Bancorp, Inc., an Ohio corporation (the “Company”) and Daniel E. Klimas (the “Optionee”).

AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • December 16th, 2014 • LNB Bancorp Inc • State commercial banks • Ohio

This Amendment to Rights Agreement (this “Amendment”) is entered into as of December 15, 2014, between LNB Bancorp, Inc., an Ohio corporation (the “Company”), and Computershare Trust Company, N.A., as successor Rights Agent to Registrar and Transfer Company, a New Jersey corporation (the “Rights Agent”).

RABBI TRUST AGREEMENT
Rabbi Trust Agreement • March 29th, 2013 • LNB Bancorp Inc • State commercial banks • Ohio
AMENDMENT TO SUPPLEMENTAL RETIREMENT BENEFITS AGREEMENT FOR GARY C. SMITH
Supplemental Retirement Benefits Agreement • March 15th, 2004 • LNB Bancorp Inc • State commercial banks

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

Contract
Stock Option Agreement • November 8th, 2005 • LNB Bancorp Inc • State commercial banks • Ohio

THIS STOCK OPTION AGREEMENT (this “Agreement”) is made to be effective as of June 27, 2005, by and between LNB Bancorp, Inc., an Ohio corporation (the “Company”) and Frank A. Soltis (the “Optionee”).

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AGREEMENT TO JOIN IN THE FILING OF CONSOLIDATED FEDERAL INCOME TAX RETURNS
Agreement to Join in the Filing of Consolidated Federal Income Tax Returns • March 13th, 2006 • LNB Bancorp Inc • State commercial banks

This agreement (the “Agreement”) is made and entered into this 27 day of February, 2001, between LNB Bancorp, Inc. (the “Holding Company”), and The Lorain National Bank and Charleston Insurance Agency, Inc. (the “Subsidiaries”).

SETTLEMENT AGREEMENT
Settlement Agreement • April 23rd, 2008 • LNB Bancorp Inc • State commercial banks • Ohio

SETTLEMENT AGREEMENT, between and among Richard M. Osborne and Steven A. Calabrese (together, the “Committee”), AMG Investments, LLC, an Ohio limited liability company (“AMG”), and LNB Bancorp, Inc., an Ohio corporation (the “Company”).

LNB BANCORP, INC. Non-Qualified Stock Option Agreement Granted Under 2006 Stock Incentive Plan
Non-Qualified Stock Option Agreement • November 9th, 2007 • LNB Bancorp Inc • State commercial banks

This agreement evidences the grant by LNB Bancorp, Inc., an Ohio corporation (the “Company”), on ___, 20___(the “Grant Date”) to ___, an [employee] of the Company (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2006 Stock Incentive Plan (the “Plan”), a total of common shares (the “Shares”), $1.00 par value per share, of the Company (“Common Shares”) at $ per Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on ___(the “Final Exercise Date”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Plan.

FORM OF STOCK APPRECIATION RIGHTS AGREEMENT
Stock Appreciation Rights Agreement • January 25th, 2006 • LNB Bancorp Inc • State commercial banks • Ohio

THIS STOCK APPRECIATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of this ___day of ______, 20___(the “Effective Date”), by and between LNB Bancorp, Inc., an Ohio corporation (the “Company”), and ____________ (the “Grantee”).

RICHARD E. LUCAS EMPLOYMENT AGREEMENT
Employment Agreement • November 8th, 2005 • LNB Bancorp Inc • State commercial banks • Ohio

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:

CHANGE IN CONTROL SUPPLEMENTAL EXECUTIVE COMPENSATION AGREEMENT
Change in Control Supplemental Executive Compensation Agreement • May 2nd, 2013 • LNB Bancorp Inc • State commercial banks • Ohio

This Agreement, effective as of the ____ day of May, 2013, by and between LNB Bancorp, Inc., an Ohio corporation (the "Company"), and ___________ ("Executive"), is to EVIDENCE THAT:

LORAIN NATIONAL BANK 401(K) RETIREMENT PLAN ENROLLMENT FORM AND SALARY SAVINGS AGREEMENT
401(k) Retirement Plan Enrollment and Salary Savings Agreement • January 4th, 2001 • LNB Bancorp Inc • State commercial banks
LNB BANCORP, INC. 2006 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT (Long- Term Restricted Stock under EESA)
Restricted Stock Agreement • February 25th, 2010 • LNB Bancorp Inc • State commercial banks • Ohio

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made to be effective as of _______________, 2010 (the “Date of Grant”), by and between LNB Bancorp, Inc., an Ohio corporation (the “Company”) and __________ (the “Participant”).

DANIEL E. KLIMAS AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 18th, 2009 • LNB Bancorp Inc • State commercial banks

This Amendment to Employment Agreement (this “Amendment”) is made at Lorain, Ohio, as of December 15, 2009, by and among DANIEL E. KLIMAS, 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 sometimes collectively herein referenced as the “Employer.” Employer and Executive are sometimes herein referenced individually as a “Party” and collectively as the “Parties.”

Branch Purchase and Assumption Agreement by and between KeyBank National Association and Lorain National Bank Dated as of April 10, 1997
Branch Purchase and Assumption Agreement • March 13th, 2006 • LNB Bancorp Inc • State commercial banks • Ohio

Agreed Value shall mean, with regard to the Owned Real Estate and the Leasehold Estate, its value as reflected by the Appraisal. Agreed Value shall mean, with regard to the furniture, fixture and equipment which constitute part of the Assets, the net book value determined as of the most recent month end preceding the Closing Date under generally accepted accounting principles (the “Net Book Value”) of such furniture, fixture and equipment. In no event shall the Agreed Value of the furniture, fixtures and equipment at any Branch be less than $5,000.00.

DANIEL E. KLIMAS AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • July 18th, 2008 • LNB Bancorp Inc • State commercial banks

This Amendment to Employment Agreement (this “Amendment”), is made at Lorain, Ohio, as of July 16, 2008, by and among DANIEL E. KLIMAS, 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.”

LNB BANCORP, INC. and REGISTRAR AND TRANSFER COMPANY RIGHTS AGREEMENT Dated as of October 25, 2010
Rights Agreement • October 25th, 2010 • LNB Bancorp Inc • State commercial banks • Ohio

Rights Agreement, dated as of October 25, 2010, (this “Agreement”), between LNB Bancorp, Inc., an Ohio corporation (the “Company”), and Registrar and Transfer Company, a New Jersey corporation, as rights agent (the “Rights Agent”).

DANIEL E. KLIMAS AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 13th, 2009 • LNB Bancorp Inc • State commercial banks

This Amendment to Employment Agreement (this “Amendment”), is made at Lorain, Ohio, as of December 12, 2008, by and among DANIEL E. KLIMAS, 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.”

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