Form S-8 - Securities to be offered to employees in employee benefit plans

Share Name	Share Symbol	Market	Type
Lake Shore Bancorp Inc	NASDAQ:LSBK	NASDAQ	Common Stock

	Price Change	% Change	Share Price	Bid Price	Offer Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	-0.35	-2.25%	15.20	10.00	24.83				337	10:46:03

Registration No. 333-_________

As filed with the Securities and Exchange Commission on February 4, 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Lake Shore Bancorp, Inc.

(Exact Name of Registrant as Specified in its Charter)


Federal	20-4729288
(State or Other Jurisdiction of	(I.R.S. Employer Identification No.)
Incorporation or Organization)

31 East Fourth Street

Dunkirk, New York 14048

(Address of Principal Executive Offices)

Lake Shore Bancorp, Inc. 2025 Equity Incentive Plan

(Full Title of the Plan)

Copies to:


Mr. Kim C. Liddell	Benjamin M. Azoff, Esq.
President and Chief Executive Officer	D. Max Seltzer, Esq.
Lake Shore Bancorp, Inc.	Luse Gorman, PC
31 East Fourth Street	5335 Wisconsin Ave., N.W., Suite 780
Dunkirk, New York 14048	Washington, DC 20015-2035
(716) 366-4070	(202) 274-2000
(Name, Address and Telephone
Number of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:


Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer x	Smaller reporting company x
Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Items 1 and 2. Plan Information; and Registrant Information and Employee Plan Annual Information

The documents containing the information specified in Part I of Form S-8 have been or will be sent or given to participants in the Lake Shore Bancorp, Inc. 2025 Equity Incentive Plan (the “Plan”) as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).

Such documents are not being filed with the Commission but constitute (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents previously filed by Lake Shore Bancorp, Inc. (the “Company”) with the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference (other than any such documents or portions thereof that are furnished under Item 2.02 or Item 7.01 of Form 8-K, unless otherwise indicated therein, including any exhibits included with such Items):

(a) The Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Commission on March 22, 2024 (File No. 000-51821);

(b) The Company’s Quarterly Reports on Form 10-Q for the quarter ended March 31, 2024, filed with the Commission on May 15, 2024, for the quarter ended June 30, 2024, filed with the Commission on August 13, 2024, and for the quarter ended September 30, 2024, filed with the Commission on November 12, 2024 (File No. for all 000-51821);

(c) The Company’s Current Reports on Form 8-K filed on February 26, 2024; March 27, 2024; April 25, 2024; May 22, 2024; July 22, 2024; July 31, 2024; October 24, 2024; December 3, 2024; December 20, 2024; January 27, 2025; and January 30, 2025 (File No. for all 000-51821); and

(d) The description of the Company’s common stock contained in the Registration Statement on Form 8-A filed with the Commission on February 24, 2006 (File No. 000-51821), including any subsequent amendments or reports filed for the purpose of updating such description.

All documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the date hereof, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this Registration Statement and to be a part thereof from the date of the filing of such documents.

Any statement contained in the documents incorporated, or deemed to be incorporated, by reference herein or therein shall be deemed to be modified or superseded for purposes of this Registration Statement and the prospectus to the extent that a statement contained herein or therein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein or therein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement and the prospectus.

All information appearing in this Registration Statement and the prospectus is qualified in its entirety by the detailed information, including financial statements, appearing in the documents incorporated herein or therein by reference.

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel

None.

Item 6. Indemnification of Directors and Officers

Section 12 of the Charter of Lake Shore Bancorp, Inc. provides that Lake Shore Bancorp, Inc. shall indemnify its personnel, including directors, officers and employees, to the fullest extent authorized by applicable law and the Board of Governors of the Federal Reserve System’s regulations, as the same exists or may hereafter be amended.

12 C.F.R. § 239.40, which applies to Lake Shore Bancorp, Inc. through 12 C.F.R. § 239.31, provides for indemnification under federal regulations as follows:

(a) Definitions and rules of construction.

(1) Definitions for purposes of this Section.

(i) Action means any judicial or administrative proceeding, or threatened proceeding, whether civil, criminal or otherwise, including any appeal or other proceeding for review;

(ii) Court includes, without limitation, any court to which or in which any appeal or any proceeding for review is brought;

(iii) Final Judgment means a judgment, decree, or order which is not appealable or as to which the period for appeal has expired with no appeal taken;

(iv) Settlement includes entry of a judgment by consent or confession or a plea of guilty or nolo contendere.

References in this section to any individual or other person, including any mutual holding company, shall include legal representatives, successors, and assigns thereof.

(b) General. Subject to paragraphs (c) and (g) of this section, a mutual holding company shall indemnify any person against whom an action is brought or threatened because that person is or was a director, officer or employee of the mutual holding company, for:

(1) Any amount for which that person becomes liable under a judgment in such action; and

(2) Reasonable costs and expense, including reasonable attorney’s fees, actually paid or incurred by that person in defending or settling such action, or in enforcing his or her rights under this section if he or she attains favorable judgment in such enforcement action.

(1) Final judgment on the merits is in his or her favor; or

(2) In case of:

(i) Settlement,

(ii) Final judgment against him or her; or

(iii) Final judgment in his or her favor, other than on the merits, if a majority of the disinterested directors of the mutual holding company determine that he or she was acting in good faith within the scope of his or her employment or authority as he or she could reasonably have perceived it under the circumstances and for a purpose he or she could reasonably have believed under the circumstances was in the best interests of the mutual holding company or its members.

However, no indemnification shall be made unless the mutual holding company gives the Board at least 60 days’ notice of its intention to make such indemnification. Such notice shall state the facts on which the action arose, the terms of any settlement, and any disposition of the action by a court. Such notice, a copy thereof, and a certified copy of the resolution containing the required determination by the board of directors shall be sent to the appropriate Reserve Bank, who shall promptly acknowledge receipt thereof. The notice period shall run from the date of such receipt. No such indemnification shall be made if the Board advises the mutual holding company in writing, within such notice period, of its objection to the indemnification.

(d) Insurance. A mutual holding company may obtain insurance to protect it and its directors, officers, and employees from potential losses arising from claims against any of them for alleged wrongful acts, or wrongful acts, committed in their capacity

as directors, officers, or employees. However, no mutual holding company may obtain insurance which provides for payment of losses of any individual incurred as a consequence of his or her willful or criminal misconduct.

(e) Payment of expenses. If a majority of the directors of a mutual holding company concludes that, in connection with an action, any person ultimately may become entitled to indemnification under this section, the directors may authorize payment of reasonable costs and expenses, including reasonable attorneys’ fees, arising from the defense or settlement of such action. Nothing in this paragraph (e) shall prevent the directors of a mutual holding company from imposing such conditions on a payment of expenses as they deem warranted and in the interests of the mutual holding company. Before making advance payment of expenses under this paragraph (e), the mutual holding company shall obtain an agreement that the mutual holding company will be repaid if the person on whose behalf payment is made is later determined not to be entitled to such indemnification.

(f) Exclusiveness of provision. No mutual holding company shall indemnify any person referred to in paragraph (b) of this section or obtain insurance referred to in paragraph (d) of this section other than in accordance with this section. However, a mutual holding company which has a bylaw in effect relating to indemnification of its personnel shall be governed solely by that bylaw, except that its authority to obtain insurance shall be governed by paragraph (d) of this section.

(g) The indemnification provided for in paragraph (b) of this section is subject to and qualified by 12 U.S.C. 1821(k).

Item 7. Exemption From Registration Claimed.

Not applicable.

Item 8. List of Exhibits.


Regulation S-K Exhibit Number		Document

4		Form of Common Stock Certificate (incorporated by reference to Exhibit 4 to the Registration Statement on Form S-1 (File No. 333-129439) originally filed by the Company under the Securities Act with the Commission on November 4, 2005, and all amendments or reports filed for the purpose of updating such description)

5		Opinion of Luse Gorman, PC

10.1		Lake Shore Bancorp, Inc. 2025 Equity Incentive Plan (incorporated by reference to Appendix A to the proxy statement for the Special Meeting of Shareholders of Lake Shore Bancorp, Inc., filed under the Exchange Act on December 20, 2024 (File No. 000-51821))

10.2		Form of Restricted Stock Award Agreement

10.3		Form of Incentive Stock Option Award Agreement

10.4		Form of Non-Qualified Stock Option Award Agreement

23.1		Consent of Luse Gorman, PC (contained in Exhibit 5)

23.2		Consent of Independent Registered Public Accounting Firm

24		Power of Attorney (contained on signature page)

107		Filing Fee Table

____________________________________

Item 9. Undertakings

The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (section 230.424(b)) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fees” table in the effective registration statement;

(iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs 1(i) and 1(ii) above do not apply if the information required to be included in a post-effective amendment by these paragraphs is contained in reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement;

2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

4. That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

5. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in Dunkirk, New York, on this 4th day of February, 2025.


		LAKE SHORE BANCORP, INC.


	By:	/s/ Kim C. Liddell
		Kim C. Liddell
		President and Chief Executive Officer
		(Duly Authorized Representative)

POWER OF ATTORNEY

We, the undersigned directors and officers of Lake Shore Bancorp, Inc. (the “Company”) hereby severally constitute and appoint Kim C. Liddell, as our true and lawful attorney and agent, to do any and all things in our names in the capacities indicated below which said Kim C. Liddell may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the registration of shares of common stock to be granted and shares of common stock to be issued upon the exercise of stock options to be granted under the Lake Shore Bancorp, Inc. 2025 Equity Incentive Plan, including specifically, but not limited to, power and authority to sign for us in our names in the capacities indicated below the registration statement and any and all amendments (including post-effective amendments) thereto; and we hereby approve, ratify and confirm all that said Kim C. Liddell shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the date indicated.


Signatures	Title	Date


/s/ Kim C. Liddell	President, Chief Executive	February 4, 2025
Kim C. Liddell	Officer and Director (Principal Executive Officer)


/s/ Taylor M. Gilden	Chief Financial Officer and Treasurer	February 4, 2025
Taylor M. Gilden	(Principal Financial and Accounting Officer)


/s/ Kevin M. Sanvidge	Chairman of the Board	February 4, 2025
Kevin M. Sanvidge


/s/ Sharon E. Brautigam	Vice Chairperson of the Board	February 4, 2025
Sharon E. Brautigam


/s/ Michelle M. DeBergalis	Director	February 4, 2025
Michelle M. DeBergalis


/s/ John P. McGrath	Director	February 4, 2025
John P. McGrath


/s/ Jack L. Mehltretter	Director	February 4, 2025
Jack L. Mehltretter


/s/ Ronald J. Passafaro	Director	February 4, 2025
Ronald J. Passafaro

/s/ Ann M. Segarra	Director	February 4, 2025
Ann M. Segarra

Exhibit 5

LUSE GORMAN, PC

ATTORNEYS AT LAW

5335 WISCONSIN AVENUE, N.W., SUITE 780

WASHINGTON, D.C. 20015

TELEPHONE (202) 274-2000

FACSIMILE (202) 362-2902

www.luselaw.com

February 4, 2025

Board of Directors

Lake Shore Bancorp, Inc.

31 East Fourth Street

Dunkirk, New York 14048

Re: Lake Shore Bancorp, Inc.- Registration Statement on Form S-8

Ladies and Gentlemen:

You have requested the opinion of this firm as to certain matters in connection with the registration of 300,000 shares of common stock, $0.01 par value per share (the “Shares”), of Lake Shore Bancorp, Inc. (the “Company”) to be issued pursuant to the Lake Shore Bancorp, Inc. 2025 Equity Incentive Plan (the “Equity Plan”).

In rendering the opinion expressed herein, we have reviewed the Charter and Bylaws of the Company, the Equity Plan, the Company’s Registration Statement on Form S-8 (the “Form S-8”), as well as resolutions of the board of directors of the Company and applicable statutes and regulations governing the Company. We have assumed the authenticity, accuracy and completeness of all documents in connection with the opinion expressed herein. We have also assumed the legal capacity and genuineness of the signatures of persons signing all documents in connection with which the opinions expressed herein are rendered. This opinion is limited to federal banking law.

Based on the foregoing, we are of the following opinion:

Following the effectiveness of the Form S-8, the Shares of the Company, when issued in accordance with the terms and conditions of the Equity Plan, will be legally issued, fully paid and non-assessable.

This opinion has been prepared solely for the use of the Company in connection with the preparation and filing of the Form S-8 and shall not be used for any other purpose or relied upon by any other person without the prior express written consent of this firm. We hereby consent to the filing of this opinion as an exhibit to the Form S-8. By giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.


	Very truly yours,


	/s/ Luse Gorman, PC
	LUSE GORMAN, PC

exhibit 10.2

Restricted stock award agreement

Granted by

LAKE SHORE Bancorp, Inc.

under the

LAKE SHORE Bancorp, Inc.

2025 Equity Incentive Plan

This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2025 Equity Incentive Plan (the “Plan”) of Lake Shore Bancorp, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and related prospectus have been provided or made available to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee appointed to administer the Plan (the “Committee”) or the Board of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will include the parent and all present and future subsidiaries of the Company as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). Capitalized terms used herein but not defined will have the same meaning as in the Plan.

1. Name of Participant: ____________________

2. Date of Grant: ________________________

3. Total number of shares of Company common stock, $0.01 par value per share, covered by the Restricted Stock Award:______________________

4. Vesting Schedule. Except as otherwise provided in the Plan and this Agreement, this Restricted Stock Award first becomes earned in accordance with the vesting schedule specified herein.


Date	Vested Portion of Award	Number of Shares Vesting

Vesting will automatically accelerate pursuant to Sections 2.7 and 4.1 of the Plan (in the event of death, Disability or an Involuntary Termination at or following a Change in Control).

5. Grant of Restricted Stock Award.

The Restricted Stock Award will be in the form of issued and outstanding shares of Stock. The shares of Restricted Stock may be evidenced in such manner as the Committee determines, including electronically and/or solely on the books and records maintained by the transfer agent.

If certificated, the certificates evidencing the Restricted Stock Award will bear a legend restricting the transferability of the Restricted Stock. The Restricted Stock awarded to the Participant will not be sold, encumbered hypothecated or otherwise transferred except in accordance with the terms of the Plan and this Agreement.

6. Terms and Conditions.

6.1 The Participant will have the right to vote the shares of Restricted Stock awarded hereunder on matters that require shareholder vote.

6.2 Any cash dividends or distributions declared with respect to shares of Stock subject to the Restricted Stock Award will be retained and distributed to the Participant after the Restricted Stock vests. If the Restricted Stock does not vest, the

Participant will forfeit the dividends. Any stock dividends declared and paid with respect to shares of Stock subject to this Restricted Stock Award will be issued and be subject to the same restrictions and the same vesting schedule as the underlying share of Restricted Stock on which the dividend was declared.

7. Delivery of Shares.

Delivery of shares of Stock under this Restricted Stock Award will comply with all applicable laws (including, the requirements of the Securities Act), and the applicable requirements of any securities exchange or similar entity.

8. Adjustment Provisions.

This Restricted Stock Award, including the number of shares subject to the Restricted Stock Award, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of, Section 3.4 of the Plan.

9. Effect of Termination of Service on Restricted Stock Award. This Restricted Stock Award will vest as follows upon a Termination of Service:

Death. In the event of the Participant’s Termination of Service by reason of the Participant’s death, any unvested shares of Restricted Stock subject to this Agreement will vest.

ii.

Disability. In the event of the Participant’s Termination of Service by reason of Disability, any unvested shares of Restricted Stock subject to this Agreement will vest.

iii.

Change in Control. In the event of the Participant’s Involuntary Termination of Service at or following a Change in Control, any unvested shares of Restricted Stock subject to this Agreement will vest.

iv.

Termination for Cause. In the event of the Participant’s Termination of Service for Cause, all shares of Restricted Stock subject to this Agreement that have not vested will expire and be forfeited.

Retirement. In the event of the Participant’s Termination of Service due to Retirement, all shares of Restricted Stock subject to this Agreement that have not vested will expire and be forfeited. Provided, however, that the Committee may accelerate vesting of the Restricted Stock. “Retirement” shall have the meaning set forth in Section 8 of the Plan (i.e., retirement from employment as an Employee or Director on or after attainment of age 65).

vi.

Other Termination. In the event of the Participant’s Termination of Service for any reason other than due to death, Disability, Retirement or an Involuntary Termination at or following a Change in Control, all shares of Restricted Stock subject to this Agreement that have not vested as of the date of the Termination of Service will expire and be forfeited.

10. Miscellaneous.

10.1 This Restricted Stock Award will not confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights, except as otherwise provided herein.

10.2 This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.

10.3 The shares of Restricted Stock subject to this Agreement are not transferable prior to the time the shares vest.

10.4 This Restricted Stock Award will be governed by and construed in accordance with the laws of the State of New York.

10.5 This Restricted Stock Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be obligated to issue any shares of stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof.

10.6 This Restricted Stock Award is subject to any required federal, state and local tax withholding that may be effected in the manner determined by the Company.

10.7 Nothing in this Agreement will interfere with or limit in any way the right of the Company or any Affiliate to terminate the Participant’s employment or service at any time, nor confer upon the Participant any right to continue in the employ or service of the Company or any Affiliate.

10.8 This Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Agreement and the Plan.

10.9 This Restricted Stock Award is subject to forfeiture in accordance with Section 7.16 of the Plan or as otherwise authorized by the Company.

[Signature page follows]

IN WITNESS WHEREOF, the Company has caused this document to be executed in its name and on its behalf as of the date of grant of this Restricted Stock Award set forth above.

LAKE SHORE BANCORP, INC.

By: _______________________________________

Its: _______________________________________

PARTICIPANT’S ACCEPTANCE

The undersigned hereby accepts the foregoing Restricted Stock Award and agrees to the terms and conditions hereof, including the terms and provisions of the Plan. The undersigned hereby acknowledges receipt of a copy of the Plan and related prospectus.

PARTICIPANT

_______________________________________

exhibit 10.3

Incentive Stock Option Award Agreement

Granted by

LAKE SHORE Bancorp, Inc.

under the

LAKE SHORE Bancorp, Inc.

2025 Equity Incentive Plan

This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2025 Equity Incentive Plan (the “Plan”) of Lake Shore Bancorp, Inc. (the “Company”), which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and related prospectus have been provided to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee appointed to administer the Plan (the “Committee”) or the Board of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” includes the parent and all present and future subsidiaries of the Company as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). Capitalized terms used herein but not defined will have the same meaning as in the Plan.

1. Name of Participant: _____________________________

2. Date of Grant: _____________, 20____.

3. Total number of shares of Company common stock, $0.01 par value per share, that may be acquired pursuant to this Option:___________________________________
(subject to adjustment pursuant to Section 9 hereof).

•

This Award is intended to be an Incentive Stock Option. The Option will be an Incentive Stock Option to the maximum extent permitted under the tax laws, which means that up to $100,000 of Options that vest in any one calendar year will be Incentive Stock Options (based on the exercise price of the Option).

•

Please note that for purposes of determining the maximum number of Options that can vest in any one calendar year as Incentive Stock Options, the Options granted to you pursuant to this Agreement that vest in a calendar year will be aggregated with any earlier Option grant you received that vest in the same calendar year. If you vest in the maximum number of Incentive Stock Options in which you are permitted to vest for a calendar year under a prior Option Award, any Options that you receive under this Agreement that vest in the same calendar year will be considered Non-Qualified Stock Options.

4. Exercise price per share: $ _______

(subject to adjustment pursuant to Section 9 below)

5. Expiration Date of Option: _________, 20 . Notwithstanding anything in this Agreement to the contrary, no part of this Option may be exercised at any time on or after the expiration date.

6. Vesting Schedule. Unless sooner vested in accordance with the terms of the Plan and this Agreement, the Option granted hereunder will vest (i.e., become exercisable) in accordance with the following schedule:


Date	Vested Portion of Award	Number of Shares Vesting

As set forth in Section 10 of this Agreement, vesting will automatically accelerate pursuant to Sections 2.7 and 4.1 of the Plan in the event of death or Disability or an Involuntary Termination of Service at or following a Change in Control.

7. Exercise Procedure and Delivery of Notice of Exercise of Option. This Option may be exercised in whole or in part by the Participant’s delivery to the Company of written notice (the “Notice of Exercise of Option” attached hereto as Exhibit A or as otherwise acceptable to the Company) setting forth the number of shares with respect to which this Option is to be exercised, together with payment by cash or other means acceptable to the Committee, in accordance with Section 2.2(b) of the Plan, including:

•

Cash or personal, certified or cashier’s check in full/partial payment of the purchase price.

•

Stock of the Company in full/partial payment of the purchase price.

•

By a net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any minimum required tax withholding).

•

By selling shares from my Option shares through a broker in full/partial payment of the purchase price.

In order to exercise the Option, please deliver the Notice of Exercise and payment (if applicable) to the Company at the following address:

Lake Shore Bancorp, Inc.

31 East Fourth Street

Dunkirk, New York 14048

Attention: President and Chief Executive Officer

8. Delivery of Shares. Delivery of shares of Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act) and the applicable requirements of any securities exchange or similar entity.

9. Adjustment Provisions.

This Option, including the number of shares subject to the Option and the exercise price, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of, Section 3.4 of the Plan.

10. Accelerated Vesting and Exercisability Period. The vesting of this Option will accelerate as set forth in the following provisions:

Death. In the event of the Participant’s Termination of Service by reason of death, any unvested portion of the Option subject to this Agreement will vest and any unexercised portion of the Option may thereafter be exercised by the Participant’s legal representative or beneficiaries for a period of one (1) year from the Participant’s death.

ii.

Disability. In the event of the Participant’s Termination of Service by reason of the Participant’s Disability, any unvested portion of this Option will vest and any unexercised portion of the Option may thereafter be exercised by the Participant or the Participant’s legal representative for a period of one (1) year following the Termination of Service due to Disability.

iii.

Change in Control. In the event of the Participant’s Involuntary Termination of Service at or following a Change in Control, any unvested portion of the Option will vest and any unexercised portion of the Option may be exercised by the Participant or the Participant’s legal representative for a period of one (1) year following the Participant’s Involuntary Termination of Service.

iv.

Termination for Cause. In the event of the Participant’s Termination of Service for Cause, all Options subject to this Agreement that have not been exercised will immediately expire and be forfeited.

Retirement. Vested Options may be exercised for a period of one (1) year from the date of Termination of Service by reason of Retirement, subject to termination on the Option’s expiration date, if earlier (and, for purposes of clarity, non-vested Options will be forfeited on the date of Termination of Service by reason of Retirement). Provided, however, that the Committee may accelerate vesting of the Stock Options. “Retirement” shall have the meaning set forth in Section 8 of the Plan (i.e., retirement from employment as an Employee or Director on or after attainment of age 65). Options exercised more than three months following Retirement will not have ISO treatment.

vi.

Other Termination. In the event of the Participant’s Termination from Service for any reason other than due to death, Disability, Retirement, Involuntary Termination at or following a Change in Control or for Cause, this Option may thereafter be exercised, only to the extent it was exercisable at the time of the termination and only for a period of three (3) months following the termination.

11. Incentive Option Treatment. The Incentive Stock Options granted hereunder are subject to the requirements of Section 421 of the Internal Revenue Code. No Option will be eligible for treatment as an Incentive Stock Option in the event such Option is exercised more than three months following Termination of Service (except in the case of Termination of Service due to Disability). To obtain Incentive Stock Option treatment for Options exercised by heirs or devisees of the Participant, the Participant’s death must have occurred while the Participant was employed or within three months of the Participant’s Termination of Service.

12. Miscellaneous.

12.1 No Option will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.

12.2 This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.

12.3 Except as otherwise provided by the Committee, Incentive Stock Options under the Plan are not transferable except (1) as designated by the Participant by will or by the laws of descent and distribution, (2) to a trust established by the Participant, or (3) between spouses incident to a divorce or pursuant to a domestic relations order, provided, however, that in the case of a transfer described under (3), the Option will not qualify as an Incentive Stock Option as of the day of the transfer.

12.4 Under current tax laws, an Option that is exercised as an Incentive Stock Option is not subject to ordinary income taxes so long as it is held for the requisite holding period, e.g., two (2) years from the date of grant of the Option and one (1) year from the date of exercise, whichever is later.

12.5 This Agreement will be governed by and construed in accordance with the laws of the State of New York.

12.6 The granting of this Option does not confer upon the Participant any right to be retained in the service of the Company or any subsidiary.

12.7 This Option is subject to forfeiture in accordance with the provisions of Section 7.16 of the Plan or as otherwise authorized by the Company.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its name and on its behalf as of the date of grant of this Option set forth above.

LAKE SHORE BANCORP, INC.

By: _______________________________________

Its: _______________________________________

PARTICIPANT’S ACCEPTANCE

The undersigned hereby accepts the foregoing Option and agrees to the terms and conditions hereof, including the terms and provisions of the Plan. The undersigned hereby acknowledges receipt of a copy of the Plan and related prospectus.

PARTICIPANT

_______________________________________

EXHIBIT A

NOTICE OF EXERCISE OF OPTION

I hereby exercise the stock option (the “Option”) granted to me by Lake Shore Bancorp, Inc. (the “Company”) or its affiliate, subject to all the terms and provisions set forth in the Incentive Stock Option Agreement (the “Agreement”) and the Lake Shore Bancorp, Inc. 2025 Equity Incentive Plan (the “Plan”) referred to therein, and notify you of my desire to purchase __________________ shares of common stock of the Company (“Common Stock”) for a purchase price of $______ per share.

I elect to pay the exercise price by:

___ Cash or personal, certified or cashier’s check in the sum of $_______, in full/partial payment of the purchase price.

___ Stock of the Company with a fair market value of $______ in full/partial payment of the purchase price.*

___ My check in the sum of $_______ and stock of the Company with a fair market value of $______, in full/partial payment of the purchase price.*

___ A net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any minimum required tax withholding).

___ Selling ______ shares from my Option shares through a broker in full/partial payment of the purchase price.

I understand that after this exercise, ____________ shares of Common Stock remain subject to the Option, subject to all terms and provisions set forth in the Agreement and the Plan.

I hereby represent that it is my intention to acquire these shares for the following purpose:

___ investment

___ resale or distribution

Please note: if your intention is to resell (or distribute within the meaning of Section 2(11) of the Securities Act of 1933) the shares you acquire through this Option exercise, the Company or transfer agent may require an opinion of counsel that such resale or distribution would not violate the Securities Act of 1933 prior to your exercise of such Option.

Date: ____________, _____. _________________________________________

Participant’s signature

* If I elect to exercise by exchanging shares I already own, I will constructively return shares that I already own to purchase the new option shares. If my shares are in certificate form, I must attach a separate statement indicating the certificate number of the shares I am treating as having exchanged. If the shares are held in “street name” by a registered broker, I must provide the Company with a notarized statement attesting to the number of shares owned that will be treated as having been exchanged. I will keep the shares that I already own and treat them as if they are shares acquired by the option exercise. In addition, I will receive additional shares equal to the difference between the shares I constructively exchange and the total new option shares that I acquire.

exhibit 10.4

Non-Qualified Stock Option Award Agreement

Granted by

LAKE SHORE Bancorp, Inc.

under the

LAKE SHORE Bancorp, Inc.

2025 Equity Incentive Plan

1. Name of Participant: ___________________________________

2. Date of Grant: _____________, 20______.

3. Total number of shares of Company common stock, $0.01 par value per share, that may be acquired pursuant to this Option:____________________________
(subject to adjustment pursuant to Section 9 hereof).

•

This is a Non-Qualified Stock Option.

4. Exercise price per share: $ _______

(subject to adjustment pursuant to Section 9 below)

5. Expiration Date of Option: _________, 20 . Notwithstanding anything in this Agreement to the contrary, no part of this Option may be exercised at any time on or after the expiration date.


Date	Vested Portion of Award	Number of Shares Vesting

•

Cash or personal, certified or cashier’s check in full/partial payment of the purchase price.

•

Stock of the Company in full/partial payment of the purchase price.

•

By a net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any minimum required tax withholding).

•

By selling shares from my Option shares through a broker in full/partial payment of the purchase price.

In order to exercise the Option, please deliver the Notice of Exercise and payment (if applicable) to the Company at the following address:

Lake Shore Bancorp, Inc.

31 East Fourth Street

Dunkirk, New York 14048

Attention: President and Chief Executive Officer

9. Adjustment Provisions.

10. Accelerated Vesting and Exercisability Period. The vesting of this Option will accelerate as set forth in the following provisions:

ii.

iii.

iv.

vi.

11. Miscellaneous.

11.1 No Option will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.

11.2 This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.

11.3 At the discretion of the Committee, a Non-Qualified Option granted under the Plan may be transferable by the Participant, provided, however, that transfers will be limited to Immediate Family Members of Participants, trusts and partnerships established for the primary benefit of such family members or to charitable organizations, and provided, further, that the transfers are not made for consideration to the Participant.

11.4 This Agreement will be governed by and construed in accordance with the laws of the State of New York.

11.5 This Option will be subject to any required federal, state and local tax withholding, which may be effected in the manner or manners permitted by the Company.

11.6 The granting of this Option does not confer upon the Participant any right to be retained in the service of the Company or any subsidiary.

11.7 This Option is subject to forfeiture in accordance with the provisions of Section 7.16 of the Plan or as otherwise authorized by the Company.

[Signature Page to Follow]

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its name and on its behalf as of the date of grant of this Option set forth above.

LAKE SHORE BANCORP, INC.

By: _______________________________________

Its: _______________________________________

PARTICIPANT’S ACCEPTANCE

PARTICIPANT

_______________________________________

EXHIBIT A

NOTICE OF EXERCISE OF OPTION

I hereby exercise the stock option (the “Option”) granted to me by Lake Shore Bancorp, Inc. (the “Company”) or its affiliate, subject to all the terms and provisions set forth in the Non-Qualified Stock Option Agreement (the “Agreement”) and the Lake Shore Bancorp, Inc. 2025 Equity Incentive Plan (the “Plan”) referred to therein, and notify you of my desire to purchase _______________ shares of common stock of the Company (“Common Stock”) for a purchase price of $______ per share.

I elect to pay the exercise price by:

___ Cash or personal, certified or cashier’s check in the sum of $_______, in full/partial payment of the purchase price.

___ Stock of the Company with a fair market value of $______ in full/partial payment of the purchase price.*

___ My check in the sum of $_______ and stock of the Company with a fair market value of $______, in full/partial payment of the purchase price.*

___ A net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any minimum required tax withholding).

___ Selling ______ shares from my Option shares through a broker in full/partial payment of the purchase price.

I understand that after this exercise, ____________ shares of Common Stock remain subject to the Option, subject to all terms and provisions set forth in the Agreement and the Plan.

I hereby represent that it is my intention to acquire these shares for the following purpose:

___ investment

___ resale or distribution

Date: ____________, _____. _________________________________________

Participant’s signature

exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 22, 2024, relating to the consolidated financial statements of Lake Shore Bancorp, Inc. and Subsidiary as of and for the years ended December 31, 2023 and 2022.

/s/ Baker Tilly US, LLP

Pittsburgh, Pennsylvania

February 4, 2025

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Lake Shore Bancorp, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities


Security Type	Security Class Title	Fee Calculation Rule	Amount to be Registered(1)	Proposed Maximum Aggregate Offering Price Per Share(2)	Maximum Aggregate Offering Price(2)	Fee Rate	Amount of Registration Fee(2)
Equity	Common stock, $0.01 par value per share	457(c) and 457(h)	300,000	$15.65	$4,695,000.00	0.00015310	$718.80
Total Offering Amounts					$4,695,000.00		$718.80
Total Fee Offsets							$0.00
Net Fee Due					$4,695,000.00		$718.80

___________________________________________

(1)

Together with an indeterminate number of additional shares that may be necessary to adjust the number of shares reserved for issuance pursuant to the Lake Shore Bancorp, Inc. 2025 Equity Incentive Plan (the “Equity Plan”) as a result of a stock split, stock dividend or similar adjustment of the outstanding common stock of Lake Shore Bancorp, Inc. (the “Company”) pursuant to 17 C.F.R. Section 230.416(a).

(2)

Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act, based on the average of the high and low prices of the Company’s common stock as reported on the Nasdaq Global Market on January 31, 2025.

Table 2: Fee Offset Claims and Sources

N/A

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LSBK Lake Shore Bancorp Inc