8-K

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)  March 24, 2014

LNB BANCORP, INC.

(Exact name of registrant as specified in its charter)

Ohio	0-13203	34-1406303
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

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):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retirement of Director

On March 24, 2014, Jeffrey F. Riddell informed LNB Bancorp, Inc. (the “Company”) that he would retire and resign as a member of the Board of Directors of the Company, which resignation was effective March 25, 2014, in order to devote more time to personal matters and other business endeavors. Mr. Riddell had served as a director since 1995 and was the Chairman of the Company’s Governance Committee and a member of the Executive Committee. Mr. Riddell’s decision was not a result of any disagreements with the Company.

On March 25, 2014, in connection with Mr. Riddell’s resignation, the Board of Directors of the Company, pursuant to its authority under the Company’s Code of Regulations, reduced the size of the Board of Directors to eleven (11) members, effective immediately. The Board of Directors will appoint a new Chairman of the Governance Committee following the Company’s 2014 Annual Meeting of Shareholders.

2014 CEO Incentive Plan

Effective March 25, 2014, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company approved the terms of the Company’s 2014 CEO Incentive Plan (the “2014 CEO Incentive Plan”).

The 2014 CEO Incentive Plan provides the Company’s Chief Executive Officer with the opportunity to earn a bonus of up to 50% of the Chief Executive Officer’s base pay, half of which is based upon the Company’s achievement of threshold, target and maximum amounts of the specified profitability goal for 2014 and half of which is based upon the Compensation Committee’s subjective evaluation of the Chief Executive Officer’s performance in achieving specified goals in 2014.

The amount of any payments to be paid to the Chief Executive Officer under the 2014 CEO Incentive Plan will be determined by the Compensation Committee, in its sole discretion.

A copy of the form of the 2014 CEO Incentive 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.

Item 9.01.  Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No. 10.1 Description LNB Bancorp, Inc. 2014 CEO Incentive Plan.

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.

	LNB BANCORP, INC.
	(Registrant)
Date:   March 26, 2014	By:	/s/ Gary J. Elek
		Gary J. Elek
		Chief Financial Officer

Exhibit Index

Exhibit No.   10.1 Description LNB Bancorp, Inc. 2014 CEO Incentive Plan.

EX-10.1

Exhibit 10.1

LNB Bancorp, Inc.

2014 CEO Incentive Plan

Section I.          PURPOSE

The LNB Bancorp, Inc. 2014 CEO Incentive Plan is designed to reward the CEO with incentive compensation payments for achieving profitability goals and subjective goals.

Section II.         DEFINITIONS

The following terms, as used in this Plan, shall mean:

A. Committee. The Compensation Committee of the Board of Directors of LNB Bancorp, Inc., or such other committee as such Board may designate.

B. Employer   or   LNB   Bancorp,   Inc.   LNB   Bancorp, Inc., its  subsidiaries and affiliates.

C. EmploymentAgreement. The Employment Agreement, dated as of January 28, 2005, as amended as of July 16, 2008 and December 12, 2008; by and among Daniel E. Klimas, LNB Bancorp, Inc. and The Lorain National Bank.

D. Planyear.  January 1, 2014 through December 31, 2014.

E. Plan.  The LNB Bancorp, Inc. 2014 CEO Incentive Plan.

F. IncentivePayment. Payment earned by CEO on the Incentive Payment Date, as determined in accordance with Section IVand the other terms of this Plan.

G. IncentivePaymentDate. The date on which an Incentive Payment to the CEO is paid, which shall beas soon as reasonably practicable after such payment is calculated and authorized by the Committee, but not later than two and one-half months following the end of the Plan year.

H. Profitability. Profitability is defined as net income after tax of LNB  Bancorp, Inc. and its consolidated subsidiaries for the Plan year, as determined by the Committee. The Committee has the discretion to adjust the methodology for calculating Profitability to account for any unforeseen occurrences which may affect the determination of whether the Profitability Goal was achieved.

I. ProfitabilityGoal. An amount of Profitability established as a goal by the Committee in its discretion and solely for purposes of this Plan, based on the Employer's annual budget as determined by its Audit and Finance Committee, and communicated to the CEO at the outset of the Plan.

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Section III.        ELIGIBILITY

The CEO of LNB Bancorp, Inc. is eligible to participate in this Plan. The Committee has the authority, in its discretion, to designate the CEO who will participate in the Plan during the Plan year.

Section IV.AMOUNT OF INCENTIVE PAYMENT

Subject to the other terms of this Plan, the amount of the Incentive Payment earned by the CEO under this Plan will be determined, based on Employer's actual Profitability achievement for the Plan year relative to the percentage of the Profitability Goal, a percentage  of up to 50% of the CEO's base salary, and on other terms as determined, interpreted and established in the sole discretion of the Committee.

Section V.         OTHER INCENTIVE PAYMENT TERMS

A.          PaymentsandDeductions/WithholdingTaxes.

Employer will pay the CEO the Incentive Payment on the Incentive Payment Date provided the CEO is an active employee of Employer on that date. The amount of the Incentive Payment, if any, shall be calculated as provided in Section IVof this Plan. Deductions may also be made at the discretion of Employer and in accordance with applicable law for any amounts the CEO owes to Employer.

Employer may withhold from any amounts payable under or in connection with this Plan all federal, state, local and other taxes as may be required to be withheld by Employer under applicable law or governmental regulation or ruling.

B.              IncentivePaymentCalculation.

The  Committee  will  have  the  sole  authority  and  discretion  to  evaluate  all  aspects  of  the Employer's incentive compensation awards and to determine performance  and the total amount of · compensation  available to the CEO in the aggregate.   Generally, subject in all cases to terms as determined, interpreted and established  in the sole discretion of the Committee, up to 50% of the total amount of incentive payment available to the CEO will be based upon whether the Employer achieves  the  actual  Profitability  within  a  range  of  specified  minimum,  target  and  maximum percentages of the Profitability Goal.  The Committee will assign personal objectivesfor the CEO upon which up to 50% of the incentive payment will be based.

The Committee retains the right and authority (in addition to any other rights or remedies of Employer) not to pay all or any part of an Incentive Payment to the CEO based on operational wrongdoing or misconduct of the CEO, as determined by the Committee in its sole discretion. The Employer must document all such exceptions to this Plan, including but not limited to, forfeiture of payments.

Section VI.GENERAL PROVISIONS

A. Administration. The Plan shall be administered by the Committee. The Committee has the sole and exclusive authority, subject to any limitations specifically set forth in this Plan, to:

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adopt, amend, alter and repeal this Plan at any time as it deems advisable in its sole discretion from time to time; construe, interpret, administer and implement the terms and provisions of this Plan; and otherwise supervise the administration of this Plan. Notwithstanding the foregoing, all decisions made by the Committee pursuant to the provisions of this Plan are final and binding on all persons, including CEO, but may be made by their terms subject to ratification or approval by the Board of Directors of LNB Bancorp, Inc. or another committee of the Board ofDirectors.

B.  NoImpliedRightstoEmployment. Neither this Plan nor any Incentive Payment hereunder shall be construed as giving any individual any right to continued employment or any particular level of salary or benefits with Employer. This Plan does not constitute a contract of employment, and Employer expressly reserves the right at any time to terminate any CEO free from liability or any claim.

C.  OtherCompensationPlans. Nothing contained in this Plan prevents Employer from adopting or modifying other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases.                        ·

D. Successors;Amendments. All obligations of Employer with respect to Incentive Payments under this Plan are binding on any  successor to Employer, whether as a result of a direct or indirect purchase, merger, consolidation or otherwise of all or substantially all ofthe business and/or assets of Employer. The CEO may not assign any rights or obligations under this Plan without the written consent of Employer.

E. Validity. The invalidity or unenforceability of any provision or provisions of this Plan shall not affect the validity or enforceability of any other provision of this Plan, which shall remain infull force and effect.

F. GoverningLaw;Interpretation. This Plan shall be construed in accordance with and governed by the laws of the State of Ohio, without giving effect to the conflict of law principles of such State. This Plan is not intended to be governed by the Employee Retirement Income Security Act and shall be so construed and administered. The headings contained herein are for reference purposes only and shall not inany way affect the meaning or interpretation of this plan.

G. Conflicts with Law.  Ifany provision of the Plan violates local state or federal law, the applicable law shall control.

H. Entire Agreement. This Plan embodies the entire agreement and understanding between Employer and the CEO with respect to the subject matter hereof, and supersedes all prior agreements and understandings relating hereto, except as expressly stated herein.

The CEO and Employer have agreed to the terms of this Plan as of the latest date set forth below.

“Employee”		Date:
Approved:
"Employer"
Approved
	Date:

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