LNB Bancorp, Inc.
Exhibit to Form 10 - K
(for the fiscal year ended December 31,
2003)
S - K Reference Number (10b)
Severance Agreement and General
Release and Amended Employment Agreement by and between Gregory D.
Friedman and LNB Bancorp, Inc. and The Lorain National Bank dated
November 21, 2003.
Exhibit 10(b)
SEVERANCE AGREEMENT AND GENERAL RELEASE
AND
AMENDMENT TO EMPLOYMENT AGREEMENT
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:
1. Employee
and LNB are parties to an Employment Agreement, a true copy of
which is attached hereto and marked Exhibit A
(“Employment Agreement”). This Severance Agreement
modifies certain specific and enumerated provisions of said
Employment Agreement and provides special severance benefits.
Except as so specifically modified, the Employment Agreement
remains in effect. Employee acknowledges that LNB does not have a
severance plan or otherwise provide severance benefits and that
such benefits, if provided, are at the sole discretion of
LNB’s President and Chief Executive Officer.
2. Employee’s
Term of employment is terminated by the Board of Directors pursuant
to Section 7.2 of the Employment Agreement, with 90-day notice
given on November 21, 2003. Employee shall not continue to
render services to LNB during said 90 days, but shall continue
to receive all current compensation and benefits for the duration
of said 90-day period.
3. The
Parties agree that, except as otherwise provided in this Severance
Agreement, LNB waives and relieves Employee of his post-employment
noncompetition obligations set forth in Section 8.2 of the
Employment Agreement. In consideration for said waiver, LNB shall
have no obligation under Section 7.8 of the Employment
Agreement to pay Employee any compensation or benefits after the
expiration of the above-mentioned 90-day notice period.
4. However,
in consideration for Employee’s general release and other
undertakings contained in this Severance Agreement, LNB agrees to
continue to pay Employee one year’s compensation, as
reflected on Employee’s W-2 Federal Income Tax Statement for
the year 2002 (copy of which is attached hereto as Exhibit B),
in the form of salary continuation for the one-year period
commencing on February 18, 2004 (“Severance Pay”).
Employee acknowledges that the Severance Pay is subject to tax
reporting and statutory withholdings. Employee further acknowledges
and agrees that said Severance Pay is not a benefit to which he
would otherwise be entitled and that said Severance Pay is good and
sufficient consideration for Employee’s promises and releases
set forth in this Severance Agreement. Nothing in this Severance
Agreement shall affect Employee’s entitlement to accrued
vacation pay and vested rights and benefits under
LNB employee benefit plans,
including: The Lorain National Bank 401K Plan; The Lorain National
Bank Retirement Pension Plan; The Lorain National Bank Employee
Stock Ownership Plan; The Lorain National Bank Stock Purchase Plan;
and BOLI (collectively, “Plans”). Employee’s
rights under these Plans are governed by and shall be administered
in accordance with the terms and conditions of the respective
Plans. Further, noting in this Severance Agreement shall affect
Employee’s rights under the Supplemental Retirement Benefits
Agreement for Gregory D. Friedman, dated December 22, 2000, a
true copy of which is attached hereto as Exhibit C.
5. In
consideration for LNB’s payment of the Severance Pay provided
under this Severance Agreement, Employee and Employee’s
heirs, legal representatives, agents, next of kin, successors in
interest, executors, administrators, assigns and anyone who may
take under or through him, hereby jointly and severally release and
forever discharge LNB and its shareholders, directors, officers,
predecessors, successors, agents, representatives, assigns,
parents, affiliates, subsidiaries, and employees, from any and all
claims, actions, suits, agreements, demands, or liabilities
whatsoever, in law or in equity, whether known or unknown, which
Employee has ever had or may now have, since the beginning of time
to the effective date of this Severance Agreement, including but
not limited to, any and all claims under the Age
Discrimin
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