SUPPLEMENTAL RETIREMENT BENEFITS AGREEMENT FOR GREGORY D. FRIEDMAN
Exhibit 10(p)
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 XXXXXXX X. XXXXXXXX, hereinafter called “Executive”, is to EVIDENCE THAT:
WHEREAS Executive has rendered valuable services to Employer and
has performed Executive’s duties in a capable and efficient manner and
has generated substantial growth and progress to Employer; and
WHEREAS Employer desires to retain the services of Executive and
acknowledges that, if Executive were to leave Employer’s employment,
Employer could suffer a substantial financial loss; and
WHEREAS Employer desires to provide Executive with certain supplemental retirement benefits (as
defined in Section 3) in addition to the retirement benefits provided to Executive under The Lorain
National Bank Retirement Pension Plan as restated on January 1, 1989 (herein called the “LNB
Pension Plan”); and
WHEREAS Employer further desires to provide Executive with certain
benefits in the event of a “Change in Control” (as defined in Section
4); and
WHEREAS Executive is willing to continue in the employ of Employer
if Employer agrees to pay the benefits in accordance with the provisions and conditions of this
Agreement;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, Employer and Executive (herein collectively called the “Parties”) agree as follows:
1. Employment of Executive.
In accordance with Executive’s employment agreement with Employer (herein called the “Employment
Agreement”), Executive shall continue to perform duties for Employer in such senior executive
capacity as the Board of Directors of Employer may periodically designate. Executive shall devote
Executive’s best efforts to the performance of Executive’s duties for Employer. Executive’s
employment with Employer shall continue until terminated pursuant to the Employment Agreement.
2. Compensation.
Executive shall be compensated for the performance of Executive’s duties in accordance with the
Employment Agreement.
3. Supplemental Retirement Benefits.
3.1 Normal Retirement. If Executive remains in the continuous employ of Employer pursuant to the
Employment Agreement and retires or is discharged by Employer (for any reason, with or without
cause) from active employment with Employer on or after age 65 (herein called the “Normal
Retirement Date”), Executive will be entitled to receive such supplemental retirement benefits
(herein called the “Supplemental Retirement Benefits”) which, when added to Executive’s LNB Pension
Plan benefits and the social security benefits (to which Executive is eligible on the date of
Executive’s employment termination), would equal seventy percent (70%) of Executive’s Compensation
(as defined herein). For purposes of this Agreement, the Term “Compensation” is limited to the
largest annual base salary and the largest annual bonuses paid to Executive by Employer and by any
Subsidiary (as defined in Section 4.1[i] of this Agreement) for the two (2) full calendar years of
employment immediately preceding the date of Executive’s employment termination as reflected on
Executive’s combined W-2 Federal Income Tax Statements from Employer and from any Subsidiary for
such years. The Supplemental Retirement Benefit shall be payable by
Employer in one hundred twenty (120) equal monthly installments
commencing on the first day of the calendar month immediately following
the date of Executive’s employment termination and continuing for one
hundred nineteen (119) equal installments on the first day of each
calendar month thereafter. Executive shall be under no obligation to
elect to receive Social Security benefits as a condition to entitlement
to the Supplemental Retirement Benefits. For purposes of this Agreement, Executive’s LNB Pension
Plan benefits shall be calculated as
though payable as a single life annuity for Executive’s life expectancy.
3.2 Early Retirement. If Executive remains in the continuous employ of Employer pursuant to the
Employment Agreement and retires or is discharged by Employer (for any reason, with or without
cause) prior to the Normal Retirement Date but after attaining age 62 (herein called the “Early
Retirement Date”), Executive shall be entitled to receive an applicable percentage of the
Supplemental Retirement Benefits as follows:
| Early Retirement Ages: | Applicable Percentage: | |
62 |
25% | |
63 |
50% | |
64 |
75% |
The Supplemental Retirement Benefits determined under this Section 3.2
shall be paid by Employer in one hundred twenty (120) equal monthly
installments, commencing on the first day of the calendar month after
the date of Executive’s employment termination and continuing in one
hundred nineteen (119) equal installments on the first day of each
calendar month thereafter.
3.3 Disability. If Executive incurs a Disability (as defined in this Section 3.3) while employed
by Employer under the Employment Agreement and prior to the Normal Retirement Date, Executive will
be entitled to receive the actuarial equivalent of the Supplemental Retirement Benefits but payable
by Employer commencing on the first day of the calendar month immediately following the date
Executive’s employment terminates because of such Disability and continuing for one hundred
nineteen (119) equal installments on the first day of each calendar
month thereafter. For purposes of this Agreement, the term “Disability” shall mean physical or
mental impairment which prevents
Executive from engaging in further employment by Employer under the
Employment Agreement as a senior executive on a full-time basis and
which, on the basis of medical evidence satisfactory to the Board of
Directors of Employer, is expected to continue for a period of at least
six (6) months.
3.4 Death. If Executive dies while receiving Supplemental
Retirement Benefits, any amounts due or remaining to be paid shall be
paid in the same manner to such beneficiary or beneficiaries (herein
called the “Designated Beneficiaries”) as Executive may have designated
by filing with Employer a written notice in a form acceptable to
Employer. In the absence of any such designation, such unpaid amounts
shall be paid to Executive’s surviving spouse or, if Executive has no
surviving spouse, to Executive’s estate. If Executive dies prior to the Normal Retirement Date
while employed by Employer under the Employment Agreement, Executive’s Designated Beneficiaries
will be entitled to receive the actuarial equivalent of the Supplemental Retirement Benefit but
payable by Employer commencing on the first day of the calendar month immediately following the
date of Executive’s death and continuing for one hundred nineteen (119) equal installments on the
first day of each calendar month thereafter.
3.5 Discharge Without Cause. If Executive is discharged without cause (as defined in this
Section 3.5) at any time after the date of this Agreement and before the Normal Retirement Date,
Executive
shall be entitled to receive the actuarial equivalent of the Supplemental Retirement Benefits but
payable by Employer commencing on
the first day of the calendar month immediately following the date of
Executive’s discharge and continuing in one hundred nineteen (119) equal installments on the first
day of each calendar month thereafter. For purposes of this Agreement, the term “discharged
without cause” shall mean a termination of Executive’s employment for any reason other than
Executive’s commission of any material act of dishonesty during the period of Executive’s
employment, or Executive’s breach of any material term of the Employment Agreement which (in the
good faith opinion of the Board of Directors of Employer) adversely affects the interests of
Employer, or Executive’s conviction by a court (whose decision is final, binding and not subject to
appeal) of a felony committed during the period of Executive’s employment.
3.6 No Duplication of Benefits. Notwithstanding any contrary provision in this Agreement, if
Executive and Executive’s Designated Beneficiaries become entitled to the payment of the
Supplemental Retirement Benefits under any particular Section of this Agreement, such persons shall
not be entitled to additional Supplemental
Retirement Benefits under any other Section of this Agreement.
4. Change in Control Benefits.
4.1 Definitions. For purposes of solely this Section 4,
the following terms shall have the respective meanings set forth below:
(a) “Company” means LNB Bancorp, Inc. and its successors.
(b) “Cause” means any one or more of the following: (i) the willful
and continued failure of Executive to perform substantially Executive’s
duties with Employer (other than any such failure resulting from
Executive’s Disability as defined in Section 4.1(e) or any such failure
subsequent to Executive’s being delivered a Notice of Termination
without Cause by Employer or after Executive’s delivering a Notice of
Termination for Good Reason to Employer) after a written demand for
substantial performance is delivered to Executive by Employer’s Board of Directors which
specifically identifies the manner in which the Board believes that Executive has not substantially
performed Executive’s duties and provides Executive with three (3) days to correct such failure, or
(ii) the willful engaging by Executive in illegal conduct or gross misconduct which is injurious to
Company or its Subsidiaries, or (iii) the conviction of Executive of, or a plea by Executive of
nolo contendere to, a felony, or (iv) Executive’s breach of or failure to perform any material
provision of the Employment Agreement (as defined in Section 1) which, in the good faith opinion of
Employer’s Board of Directors, adversely affects Employer’s interests, or (v) Executive’s
commission of a material act of dishonesty. For purposes of this paragraph (b), no act or failure
to act by Executive shall be considered “willful” unless done or omitted to be done by Executive in
bad faith and without reasonable belief that Executive’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 Executive
in good faith and in the best interests of Employer.
(c) “Change in Control” means the occurrence of any one of the following events:
(i) if individuals who, on the date of this Agreement, constitute
Company’s Board of Directors (the “Incumbent Directors”) 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
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
paragraph (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 Company or any Subsidiary or by any employee stock benefit
trust created by Company 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 Executive
or any group of persons including Executive (or any entity controlled by Executive or by any group
of persons including Executive), 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 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’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) above 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 (A)Executive’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, (B) Executive reasonably
demonstrates that such termination (or event constituting Good Reason) 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 (C)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 Executive’s employment by Company
and its Subsidiaries terminates as specified in a prior written notice by Company, a Subsidiary or
Executive (as the case may be) to the other, or (2) if Executive’s employment by Company terminates
by reason of death, the date of death of Executive, or (3) if the Executive incurs a Disability (as
defined in Section 4.1(e)), the date of such Disability as determined by a physician chosen by
Company. For purposes of determining the timing of payments and benefits to Executive under this
Section 4, the date of the actual Change in Control shall be treated as Executive’s Date of
Termination.
(e) “Disability” means Executive’s inability to perform Executive’s
then-existing duties with Company or its Subsidiaries on a full-time
basis for at least one hundred eighty (180) consecutive days as a result of Executive’s incapacity
due to physical or mental illness.
(f) “Good Reason” means, without Executive’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 Executive that is inconsistent in any
material and adverse respect with Executive’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 Executive’s titles or offices
(including, if applicable, membership on Employer’s Board of Directors) with Employer as existing
immediately prior to such Change in Control;
(ii) (A) a reduction by Employer in Executive’s rate of annual base
salary as in effect immediately prior to such Change in Control (or as
such annual base salary may be increased from time to time thereafter),
or (B) the failure by Employer to pay Executive 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 Executive: (A) be based anywhere more than fifty (50) miles
from the office where Executive 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 Executive
immediately prior to such Change in Control; or
(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 Executive is participating
immediately prior to such Change in Control or the taking of any action
by Employer which would materially and adversely affect Executive’s
participation in or reduce Executive’s benefits under any such plan,
unless Executive is permitted to participate in other plans providing
Executive with substantially equivalent benefits in the aggregate, or
(B) provide Executive with paid vacation in accordance with the most
favorable vacation policies of Employer as in effect for Executive
immediately prior to such Change in Control, including the crediting of
all service for which Executive had been credited under such vacation
policies prior to the Change in Control. Notwithstanding any contrary provision in this Agreement:
(A) 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 Executive shall not
constitute Good Reason; and (B) Executive’s right to terminate employment for Good Reason shall not
be affected by Executive’s Disability; and (C) Executive’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 Executive must provide notice of termination of employment
within thirty (30) days following Executive’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 Executive’s
employment after a Change in Control (i) by Employer other than for
Cause, or (ii) by Executive for Good Reason. Termination of Executive’s employment on account of
death, Disability (as defined in Section 4(e)) or Retirement shall not constitute a Qualifying
Termination.
(h) “Retirement “ means the termination of Executive’s employment with Employer: (A) on or after
the first of the month coincident with or next following Executive’s attainment of age sixty-five
(65), or (B) on such later date as may be provided in a written agreement between
Employer and Executive.
Employer and Executive.
(i) “Subsidiary” means any corporation or other entity in which
Company: (A) 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 (B)
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.
(j) “Termination Period” means the period of time beginning with a
Change in Control and ending two (2) years following such Change in
Control.
4.2 Obligation of Executive. 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, Executive
agrees
(as a condition to receiving any payments and benefits hereunder) not to voluntarily leave the
employ of 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.
4.3 Benefits Upon Termination of Employment. If during the Termination Period Executive’s
employment with Employer terminates
pursuant to a Qualifying Termination, then Employer shall pay to
Executive the Supplemental Retirement Benefits commencing on Executive’s Normal Retirement Date and
payable pursuant to Section 3.1; provided, however, that Employer shall not be obligated under this
Section 4.3 to pay the Supplemental Retirement Benefits if Executive is entitled to or is receiving
the Supplemental Retirement Benefits under any other Section of this Agreement.
4.4 Withholding Taxes. Employer shall withhold from all payments due to Executive (or
Executive’s Designated Beneficiaries) under this Agreement all taxes which, by applicable federal,
state, local or other law, Employer is required to withhold therefrom.
4.5 Reimbursement of Expenses. If any contest or dispute shall arise under this Section 4
involving the alleged failure or refusal of Employer to perform fully in accordance with the terms
of Section 4, Employer shall reimburse Executive for all reasonable legal fees and expenses (if
any) incurred by Executive with respect to such contest or dispute, together with interest in an
amount equal to the prime rate of Lorain National Bank from time to time in effect (but, in no
event, higher than the legal rate permissible under applicable law), such interest to accrue from
the date Employer becomes obligated to pay
such fees and expenses through the date of payment thereof; provided,
however, that this Section 4.5 shall apply only if (and to the extent
that) Employer is held to have breached or violated its duties and
obligations hereunder to Executive.
4.6 Binding Agreement and Successors.
(a) This Section 4 shall not be terminated by any Business Combination. In the event of any
Business Combination, the provisions
of this Section 4 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 guaranty), by written instrument delivered to Executive (or Executive’s
Designated Beneficiaries), all of the obligations of Employer under this Section 4. Failure of
Employer to obtain such assumption or guaranty 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 under this
Section 4. For purposes of implementing this Section 4.6(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 Executive.
(c) This Section 4 shall inure to the benefit of and be enforceable by Executive’s personal or
legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees.
4.7 Employment with Subsidiaries. For purposes of this Section 4, any and all references to
Executive’s employment with Employer shall be deemed to include Executive’s employment by any
Subsidiary and, with respect to such employment by a Subsidiary, the term “Employer” as used in
this Section 4 shall be deemed to include any Subsidiary which employs Executive.
5. Non-Alienation of Benefits.
The right of Executive, the Designated Beneficiaries or any other person to the payment of benefits
under this Agreement shall not be assigned, transferred, pledged or encumbered, and any attempt to
do so shall be void.
6. Status of Rights to Benefits.
The rights of Executive and the Designated Beneficiaries to any benefits under this Agreement shall
be solely those of an unsecured
general creditor of Employer. Nothing contained in this Agreement and
no action taken pursuant to this Agreement shall create or be construed
to create a trust of any kind or a fiduciary relationship between
Employer and Executive or the Designated Beneficiaries. Any funds,
insurance contracts or other assets of Employer (whether or not designated by Employer to provide
the benefits contemplated herein)
shall at all times continue to remain a part of the general funds of
Employer and no person other than Employer shall have any interest in
such funds or assets.
7. General Provisions.
7.1 This Agreement shall not be deemed to constitute a contract of employment between the Parties
and no provisions hereof shall restrict the right of Employer to terminate the Executive’s services
or restrict the right of the Executive to terminate Executive’s services in accordance with the
Employment Agreement.
7.2 The Board of Directors of Employer shall have the full power and authority to interpret,
construe and administer this Agreement, and all actions taken by the Board of Directors of Employer
in good faith shall be binding and conclusive on all Parties and other interested persons. No
member of the Board of Directors of Employer shall be liable to any person for any action taken or
omitted in connection with the interpretation or administration of this Agreement unless
attributable to said member’s own willful misconduct or lack of good faith.
7.3 This Agreement shall be binding upon and inure to the benefit of Employer, its successors and
assigns, and Executive and Executive’s
Designated Beneficiaries, heirs, executors, administrators and legal representatives.
7.4 This Agreement shall be construed in accordance with and governed by the laws of the State of
Ohio. All Parties hereby agree that exclusive venue for all litigation arising under this
Agreement lies solely with the State Courts of Lorain County, Ohio, and each Party hereby submits
to the personal jurisdiction of such Lorain County State Courts.
7.5 Except as otherwise expressly provided herein, this Agreement represents the entire agreement
among the Parties regarding the subject matter hereof and all prior or contemporaneous written or
oral statements, negotiations, representations, arrangements and/or agreements regarding the
subject matter hereof (including, but not
limited to, a certain Supplemental Retirement Agreement dated July 31,
1996) are merged into and superseded by this Agreement. All Parties
acknowledge that there are no oral or other written understandings,
arrangements and/or agreements among the Parties relating to the subject matter of this Agreement.
7.6 This Agreement may be amended only by a written document signed by all Parties, which
document must clearly indicate that it constitutes an amendment to this specific Agreement and/or
to a
specific provision or provisions herein.
specific provision or provisions herein.
7.7 No course of action by any Party and no refusal or neglect of any Party to exercise any right
granted under this Agreement or to enforce compliance with any provision of this Agreement shall
constitute a waiver of any provision of or right under this Agreement, unless such waiver is
expressed in a written document which is clearly designated as a waiver to a specific provision or
provisions of this Agreement and unless such document is signed by the waiving Party.
7.8 For purposes of this Agreement, the singular includes the plural and vice-versa and the
feminine, masculine and neuter include each other.
7.9 All provisions of this Agreement are severable and neither this Agreement nor any provision
herein shall be affected by the invalidity or inapplicability of any other provision of this
Agreement.
IN WITNESS WHEREOF, Employer has caused this Agreement to be executed by its duly authorized
officers, and Executive has set Executive’s hand as of the date
first above written.
In The Presence Of: THE LORAIN NATIONAL BANK
In The Presence Of: THE LORAIN NATIONAL BANK
/s/Xxx X. Xxxxx
|
By:/s/Xxxx X. Xxxxx | |||
/s/Xxxx Xxx Xxxxxx
|
Title:President and Chief Executive | |||
Officer |
||||
LNB BANCORP, INC. |
||||
/s/Xxx X. Xxxxx
|
By:/s/Xxxx X. Xxxxx |
/s/Xxxx Xxx Xxxxxx
|
Title:President and Chief Executive | |
Officer |
||
“Employer” |
||
/s/Xxx X. Xxxxx
|
/s/Xxxxxxx X. Xxxxxxxx | |
| Xxxxxxx X. Xxxxxxxx, Executive | ||
Vice President and Chief Financial
|
||
Officer |
||
/s/Xxxx Xxx Xxxxxx |
||
“Executive” |
