SUPPLEMENTAL RETIREMENT BENEFITS AGREEMENT FOR GARY C. SMITH
Exhibit 10
(n)
FOR
XXXX X. XXXXX
This Supplemental Retirement Benefits Agreement (the Agreement”), made as of this 15th 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 XXXX X. XXXXX, 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 dated March 16, 1999, as may be amended (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%
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
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 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.
the subject matter hereof and all prior or contemporaneous written or oral statements, negotiations, representations, arrangements and/or agreements regarding the subject matter hereof 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.
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.
Executive’s hand as of the date first above written.
In The Presence Of:
|
THE LORAIN NATIONAL BANK | |
/s/ Xxxxxx Xxxxxxx
|
By: /s/ Xxxxxx X. Xxxx | |
/s/ Xxx Xxxxx
|
Title: Exec. V.P. & Secretary | |
| LNB BANCORP, INC. | ||
/s/ Xxxxxx Xxxxxxx
|
By: /s/ Xxxxxx X. Xxxx | |
/s/ Xxx Xxxxx
|
Title: Exec. V.P. & Secretary & Treas. | |
| “Employer” | ||
/s/ Xxxxxx Xxxxxxx
|
/s/ Xxxx X. Xxxxx | |
| Xxxx X. Xxxxx, President and Chief Executive Officer |
||
/s/ Xxx Xxxxx |
||
| “Executive” |
