UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 14, 2008
(Exact name of registrant as specified in its charter)
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| Ohio | | 0-13203 | | 34-1406303 |
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(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
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| 457 Broadway, Lorain, Ohio | | 44052-1769 |
| | | |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (440) 244-6000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 5.02 | | Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 14, 2008, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of LNB Bancorp, Inc. (the “Company”) approved the terms of the Company’s 2008 Management Incentive Plan for Key Executives (the “2008 Key Executive Plan”). Employees of the Company, including executive officers other than the CEO, as are designated by the Compensation Committee, in its discretion, will participate in the 2008 Key Executive Plan. The 2008 Key Executive Plan provides for the payment of cash bonuses to participants based upon the Company’s achievement of profitability goals for 2008, as determined by the Compensation Committee. In order for any bonus to be payable to any employee under the plan, the Company must achieve 100% of the specified target profitability goal. The size of the bonuses available under the plan increases as the Company’s profitability increases above the specified target profitability goal. If the Company achieves 100% or more of the specified target profitability amount, the total bonuses to be distributed to the participants under the 2008 Key Executive Plan will be as determined by the CEO, subject to approval of the Compensation Committee in its sole discretion.
The 2008 Key Executive Plan also contains confidentiality and non-solicitation obligations of the participants which apply during the term of each participant’s employment with the Company and following termination of their employment under certain circumstances.
A copy of the form of the 2008 Key Executive Plan is included as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated by reference into this Item 5.02, and the above summary is qualified in its entirety by reference to that Exhibit.
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| Item 9.01. | | Financial Statements and Exhibits. |
(c) Exhibits.
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| Exhibit No. | | Description |
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| 10.1 | | LNB Bancorp, Inc. 2008 Management Incentive Plan for Key Executives. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | LNB BANCORP, INC.
(Registrant)
| |
| Date: February 21, 2008 | By: | /s/ Sharon L. Churchill | |
| | | Sharon L. Churchill | |
| | | Chief Financial Officer | |
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Exhibit Index
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| Exhibit No. | | Description |
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| 10.1 | | LNB Bancorp, Inc. 2008 Management Incentive Plan for Key Executives. |
