Lincoln National Corporation Form of Restricted Stock Unit Award Agreement
Exhibit
10.1
Lincoln
National Corporation
This
Restricted Stock Unit Award Agreement (the “Agreement”) is by and between
Lincoln National Corporation (“LNC”) on behalf of itself and its affiliates, and
________________ (the
“Grantee”), and evidences the grant on of
Restricted Stock Units to Grantee, and Grantee’s acceptance of the Restricted
Stock Units in accordance with the provisions of the Lincoln National
Corporation Amended and Restated Incentive Compensation Plan, effective May 10,
2007 (the “Plan”), and this Agreement. LNC and Grantee agree as
follows:
1. Number of
Shares Granted. Grantee is
awarded ________
Restricted Stock Units (“RSUs”) subject to the terms and restrictions as
set forth in the Plan and in this Agreement. In the event an
adjustment pursuant to Section 10(c) of the Plan is required, the number of RSUs
awarded under this Agreement and/or the number of shares of common stock issued
pursuant to RSUs granted under this Agreement shall be adjusted in accordance
with Section 10(c) of the Plan. All RSUs after such adjustment
(and/or shares of LNC common stock issuable pursuant to an RSU granted under
this Agreement) shall be subject to the same restrictions applicable to such
RSUs (and/or shares of LNC common stock issuable pursuant to an RSU granted
under this Agreement) before the adjustment.
2. Restrictions. Neither the
RSUs granted under this Agreement, nor any interest or right therein or part
thereof, shall be sold, transferred, pledged, hypothecated, margined or
otherwise encumbered by the Grantee. The RSUs shall be subject to the
restrictions in this Paragraph 2 until such time as shares are distributed in
settlement of the RSUs, as described in Paragraph 7 below.
3. Voting
Rights. Grantee shall have no voting rights with respect to
RSUs.
4. Cancellation
for Breach of Non-Competition, Non-Solicitation, Non-Disparagement and
Non-Disclosure Provisions or Termination for Cause. Any RSUs may be
cancelled by action of the Committee or its delegate if Grantee is terminated
for Cause (as defined below), or fails to comply with the non-competition,
non-solicitation, non-disparagement and/or non-disclosure provisions described
below in subparagraphs 4(a) through 4(d) below before shares are distributed in
settlement of the RSUs, as described in Paragraph 7. Failure to
comply with the provisions in 4(a) through 4(d) during the six month period
after shares are distributed in settlement of the RSUs, or termination for Cause
at any time after distribution, will result in the rescission of the
award. LNC must notify Grantee in writing of any such
rescission. LNC, in its discretion, may waive compliance with this
provision in whole or part in any individual case. Within ten days of
receiving a rescission notice from LNC, Grantee must repay the award to
LNC. Such payment by Grantee must be made either in cash or by
returning the shares Grantee received in connection with the rescinded
award. If Grantee’s employment is terminated by LNC and its
subsidiaries other than for fraud or fidelity crimes, a failure of Grantee to
comply with the non-competition provisions after such termination shall not in
itself cause rescission of the award, if the distribution of shares occurred
prior to termination. At the time shares are to be distributed
pursuant to this Agreement, Grantee shall certify on a form acceptable to the
Committee that Grantee is in compliance with the terms and conditions of the
Plan, and with the provisions in subparagraphs 4(a) through 4(d)
below.
(a) Non-Competition. Grantee
may not become employed by, work on behalf of, or otherwise render services that
are the same or similar to the services rendered by Grantee to the business unit
employing Grantee for any other organization or business which competes with or
provides, or is planning to provide, the same or similar products and/or
services as the business unit in which Grantee was employed or otherwise had
responsibilities for at the time of his/her termination. Grantee
understands and agrees that this restriction is nationwide in
scope. If Grantee has terminated employment, Grantee shall be free,
however, to purchase, as an
investment
or otherwise, stock or other securities of such organization or business so long
as they are listed upon a recognized securities exchange or traded
over-the-counter and such investment does not represent a greater than five
percent equity interest in the organization or business.
(b) Non-Solicitation. Grantee
shall not directly or indirectly hire, manage, solicit or recruit any employees,
agents, financial planners, sales people, financial advisors, vendors or service
providers of LNC (including, but not limited to, doing a “lift-out” of same)
whom Grantee had hired, managed, supervised, or otherwise became familiar with
as a result of his/her employment with LNC.
(c) Non-Disparagement. Grantee
shall not (i) make any public statements regarding his/her employment with LNC
(other than factual statements concerning the dates of employment and positions
held) or his/her termination or Retirement (as defined in Paragraph 5 below)
from LNC that are not agreed to by LNC, such approval not to be unreasonably
withheld or delayed; and (ii) Grantee shall not disparage LNC or any of its
subsidiaries or affiliates, its and their respective employees, executives,
officers, or Boards of Directors.
(d) Non-Disclosure & Ideas
Provision. Grantee shall not, without prior written
authorization from LNC, disclose to anyone outside LNC, or use in other than
LNC’s business, any information or material relating to the business of LNC that
LNC considers confidential and/or proprietary pursuant to its Code of
Conduct. Furthermore, Grantee agrees to disclose and assign to LNC
all rights and interest in any invention or idea that Grantee developed or
helped develop for actual or related business, research, or development work
during the period of their Service with LNC.
For
purposes of this Agreement, “Cause” means, as determined by LNC in its sole
discretion, a conviction of a felony or any fraudulent of willful misconduct by
Grantee that is materially and demonstrably injurious to the business or
reputation of LNC.
5. Vesting
of Restricted Stock Units. Subject to
Paragraph 4 above, the RSUs indicated below shall vest upon the earliest to occur of
the following dates, provided Grantee remains in Service (as defined below)
through such date:
(a) on
and on ; or
(b) 100% as of the date on which
the Grantee is certified as disabled and becomes eligible for long-term
disability (“LTD”) benefits under a LTD program sponsored by LNC;
or
(c) 100% as of the date of the
Grantee’s death; or
(d) 100% as of the date on which a
Change of Control occurs as that term is defined by Section 2(e) of the
Plan pursuant to the definition in effect on the day immediately preceding such
Change of Control; or
(e) Pro-rata as of the date
Grantee’s involuntary termination of employment with LNC and all subsidiaries,
other than for Cause, provided, however, that Grantee executes an Agreement,
Waiver and General Release in form and substance satisfactory to LNC;
or
(f) Pro-rata as of the date on
which Grantee Retires from LNC.
For
purposes of this Agreement, the term “Service” includes service as a common law
employee or planner of LNC or any subsidiary. In the event that
Grantee’s Service terminates prior to the vesting of RSUs as set forth above,
other than under the circumstances described in subparagraphs 5(b) through (f),
the RSUs shall be forfeited and automatically transferred back to
LNC. Upon forfeiture, Grantee shall
have no
further rights in such RSUs or shares of common stock issuable pursuant to an
RSU granted hereunder.
For
purposes of this Agreement, “Retire” or “Retirement” refers to a separation from
service after having attained age 55 with credit for five (5) or more years of
Service with LNC.
Awards
that vest pro-rata upon certain events shall vest according to a pro-ration
formula equal to the number of days in the calendar year in which the event
described in (e) or (f) above occurred, divided by the total number of days of
Service that Grantee provided during that calendar year, multiplied by the
number of RSUs subject to vesting during that calendar year (rounding up the
nearest whole RSU).
6. Dividend
Equivalent Rights.
No cash dividends shall be payable with respect to the
RSUs. Instead, a Dividend Equivalent Rights Payment Account (“DER
Account”) shall be established and maintained for Grantee. For each
RSU, Grantee shall have a dividend equivalent right (“DER”). The DER
shall entitle the Grantee to have additional RSUs credited to his DER Account on
each date that dividends are paid on LNC common stock while the RSU is
outstanding. The number of RSUs to be credited on a dividend payment
date based on each DER shall equal the number of shares of LNC common stock (or
fraction thereof) that could be purchased on that date with the per share
dividend amount paid on that date. DERs have the same restrictions as
the underlying RSUs.
7. Distribution
of Shares. A share of LNC common stock shall be distributed to
Grantee (or to Grantee’s estate) for every vested RSU (including RSUs credited
based on DERs), on the earliest to occur
of:
(a) _________
([number] shares) and
_________ ([number]
shares); or
(b) The
date of the Grantee’s death; or
(c) The
date of a “change of control event,” within the meaning of Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”);
(d) The
date of the Grantee’s “disability” within the meaning of Section 409A of Code;
or
(e) The
date of the Grantee’s “separation from service,” within the meaning of Section
409A of the Code (“Separation from Service”).
A share
of common stock shall be distributed for each RSU as soon as practicable after
the earliest date set forth above, but in no event longer than 90 days
later. The appropriate officer or agent of LNC shall create a book
entry account in the name of the Grantee, to which shares of LNC common stock
issued in settlement of the RSUs shall be credited. Once a share has
been issued with respect to an RSU pursuant to the Agreement and the Plan, the
Grantee shall have no further rights with respect to the RSU.
Notwithstanding
anything in this Paragraph 7 to the contrary, in the case of a Key Employee of
LNC, a distribution upon the Key Employee’s Separation from Service shall be
made on the date that is six (6) months after the date on which the Key Employee
Separates from Service. A “Key Employee” means an Employee treated as a
“specified employee” as of his Separation from Service under Code Section
409A(a)(2)(B)(i) of LNC or its affiliates, i.e., a Key Employee (as defined in
Code Section 416(i) without regard to paragraph (5) thereof). Key
Employees shall be determined in accordance with Code Section 409A using
December 31st as the
determination date. A listing of Key Employees as of a determination
date shall be effective for the 12-month period beginning on the April 1st
following the determination date.
8. Tax
Withholding. LNC
will require Grantee to remit an amount equal to any tax withholding required by
federal, state, or local law on the value of the RSUs at such time as LNC
is
required
to withhold such amounts. Grantee may elect, in accordance with
procedures established by the Committee, to surrender shares of LNC common stock
(including the shares which are a part of this award) with a fair market value
on the date of surrender that satisfies all or part of the withholding
requirements.
9. Compliance
with Securities Laws. LNC common stock shall not be issued
with respect to RSUs unless the issuance and delivery of such common stock shall
comply with all relevant provisions of state and federal laws, rules and
regulations, and, in the discretion of the LNC, shall be further subject to the
approval of counsel for LNC with respect to that compliance.
10. Incorporation
of Plan Terms. This Award is subject to the terms and
conditions of the Plan. Such terms and conditions of the Plan are
incorporated into and made a part of this Agreement by reference. In
the event of any conflicts between the provisions of this Agreement and the
terms of the Plan, the terms of the Plan will control. Capitalized
terms used but not defined in the Agreement shall have the meanings set forth in
the Plan unless the context clearly requires an alternative
meaning.
IN
WITNESS WHEREOF, LNC, by its duly authorized officer has signed this Agreement
as of the effective date set out above. The terms and provisions of
this Agreement are acknowledged and agreed to by Grantee, as evidenced by his or
her signature below.
LINCOLN
NATIONAL CORPORATION
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By:
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Xxxxxx X. Xxxxx
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President and Chief Executive Officer
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Agreed
and Acknowledged by Grantee:
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By:
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____________________________
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Name:
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