Common use of Vesting of Restricted Stock Units Clause in Contracts

Vesting of Restricted Stock Units. Subject to Paragraph 8, below, the RSUs shall vest upon the earliest to occur of the following dates (such date, the “Vesting Date”), provided Grantee remains in Service (defined in Paragraph 10, below) through such date: (a) 100% as of the third anniversary of the Grant Date; or (b) 100% as of the date on which the Grantee has a Separation from Service (defined in Paragraph 10, below) on account of Total Disability (defined in Paragraph 10, below); or (c) 100% as of the date of the Grantee’s death; or (d) 100% as of the date of the Grantee’s involuntary Separation from Service other than for Cause (defined in Paragraph 10, below), provided such Separation from Service occurs within two years after a Change of Control pursuant to the definition in effect on the day immediately preceding such Change of Control; or (e) Pro-rata as of the date on which Grantee Retires (defined in Paragraph 10, below). The number of RSUs vesting pro-rata upon the event described in Subparagraph 2(e) shall be calculated by taking a fraction where the denominator is equal to the number of days during the three-year period beginning on the Grant Date and ending on the third anniversary of the Grant Date (such three-year period, the “Vesting Period”), and the numerator is equal to the number of days that the Grantee provided Service during the Vesting Period, with this award multiplied by such fraction (rounding up the nearest whole RSU). In the event that Grantee has a Separation from Service prior to the vesting of RSUs as set forth above, other than under the circumstances described in Subparagraphs 2(b) through (e), the RSUs shall be forfeited and automatically transferred back to LNC. Upon forfeiture, Grantee shall have no further rights in such RSUs or Shares deliverable pursuant to an RSU granted hereunder.

Vesting of Restricted Stock Units. Subject to Paragraph 84 above, and the first full paragraph following subparagraph (f) below, the RSUs shall vest upon the earliest to occur of the following dates (such date, the “Vesting Date”)dates, provided Grantee remains in Service (as defined in Paragraph 10, below) through such date: (a) 100% as of the third anniversary of the Grant DateNovember 2, 2012; or (b) 100% as of the date on which the Grantee has is certified as disabled and becomes eligible for long-term disability ("LTD") benefits under a Separation from Service (defined in Paragraph 10, below) on account of Total Disability (defined in Paragraph 10, below)LTD program sponsored by LNC; or (c) 100% as of the date of the Grantee’s 's death; or (d) 100% as of the date of the Grantee’s involuntary Separation from Service other than for Cause (defined in Paragraph 10, below), provided such Separation from Service occurs within two years after 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 position is Job Eliminated, as that term is defined under the LNC Severance Pay Plan, and Grantee no longer provides Services to LNC or its subsidiaries, 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. Notwithstanding the foregoing: (defined in Paragraph 101) no portion of the RSUs shall vest prior to November 2, below). The number of RSUs vesting pro-rata upon the 2011 based on an event described above unless such vesting is permissible under the Act and the Rules (generally, limited to vesting on death, disability and certain changes in Subparagraph 2(econtrol); and (2) no portion of the RSUs shall be calculated by taking a fraction where vest under subparagraphs 5(d) or 5(e) while the denominator Grantee is equal subject to the number prohibition under the Act and the Rules on "golden parachute payments." For purposes of days during the three-year period beginning on the Grant Date and ending on the third anniversary of the Grant Date (such three-year periodthis Agreement, the “Vesting Period”), and the numerator is equal to the number term "Service" includes service as a common law employee or planner of days that the Grantee provided Service during the Vesting Period, with this award multiplied by such fraction (rounding up the nearest whole RSU)LNC or any subsidiary. In the event that Grantee has a Separation from Grantee's Service terminates prior to the vesting of RSUs as set forth above, other than under the circumstances described in Subparagraphs 2(bsubparagraphs 5(b) through (ef), the RSUs shall be forfeited and automatically transferred back to LNC. Upon forfeiture, Grantee shall have no further rights in such RSUs or Shares deliverable shares of common stock issuable pursuant to an RSU granted hereunder.

Vesting of Restricted Stock Units. Subject to Paragraph 8, below, the RSUs shall vest upon the earliest to occur of the following dates (such date, the “Vesting Date”), provided Grantee remains in Service (defined in Paragraph 10, below) through such date: (a) 100% as The Restricted Stock Units shall become vested and non-forfeitable at the close of business on the third earlier of (i) the first anniversary of the Date of Grant or (ii) the Annual Meeting of the Company's stockholders in the year immediately following the year of the Date of Grant (the "Vesting Date; or"), if the Grantee shall have remained a Director of the Company during that period. Any Restricted Stock Units not vested will be forfeited, except as provided in Section 3(b) below, if the Grantee ceases to be a director of the Company prior to the Vesting Date. (b) 100% as Notwithstanding the provisions of Section 3(a), all or a portion of the date on Restricted Stock Units shall immediately become vested and non-forfeitable in the following circumstances (each, a "Vesting Event"): (i) all of the Restricted Stock Units shall immediately become vested and non-forfeitable upon the occurrence of any of the following events: (A) the Grantee's death or becoming Disabled, or (B) the Grantee's retirement under the Company's then-applicable mandatory retirement policy; and (ii) a pro-rata portion of the Restricted Stock Units will become vested and non-forfeitable if the Grantee's service as a director terminates for any other reason, such pro rata portion to be determined by multiplying the number of Restricted Stock Units by a fraction, the numerator of which is the Grantee has a Separation number of days from Service (defined in Paragraph 10, below) on account the Date of Total Disability (defined in Paragraph 10, below); orGrant and the denominator of which is the sum of the numerator plus the number of days until the Vesting Date. (c) 100% as For purposes of this Section 3, the Grantee shall be considered "Disabled" if the Grantee is: (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the date of the Grantee’s death; or (d) 100% as of the date of the Grantee’s involuntary Separation from Service other than for Cause (defined in Paragraph 10, below), provided such Separation from Service occurs within two years after a Change of Control pursuant to the definition in effect on the day immediately preceding such Change of Control; or (e) Pro-rata as of the date on which Grantee Retires (defined in Paragraph 10, below). The number of RSUs vesting pro-rata upon the event described in Subparagraph 2(e) shall be calculated by taking a fraction where the denominator is equal to the number of days during the three-year period beginning on the Grant Date and ending on the third anniversary of the Grant Date (such three-year period, the “Vesting Period”), and the numerator is equal to the number of days that the Grantee provided Service during the Vesting Period, with this award multiplied by such fraction (rounding up the nearest whole RSU). In the event that Grantee has a Separation from Service prior to the vesting of RSUs as set forth above, other than under the circumstances described in Subparagraphs 2(b) through (e), the RSUs shall be forfeited and automatically transferred back to LNC. Upon forfeiture, Grantee shall have no further rights in such RSUs or Shares deliverable pursuant to an RSU granted hereunderCompany.

Vesting of Restricted Stock Units. Subject to Paragraph 8, below, the RSUs shall vest upon the earliest to occur of the following dates (such date, the “Vesting Date”), provided Grantee remains in Service (defined in Paragraph 10, below) through such date: (a) 100Except as otherwise provided in Sections 3(b) or (c) of this Agreement, or in the Plan, the Restricted Stock Units shall vest in installments as provided below, which shall be cumulative. The following table indicates each date (a "Vesting Date") upon which the Recipient shall be vested with respect to the percentage of Restricted Stock Units granted as indicated beside the date, provided that the Recipient continues to be employed with the Company, the Subsidiary or any of their subsidiaries through and on the applicable Vesting Date and that the Performance Condition is satisfied: PERCENTAGE OF RESTRICTED STOCK UNITS VESTING DATE 20% as The later of the third anniversary of the Grant Date; or (b) 100% as of May 31, 2005 or the date on which the Grantee Performance Condition is satisfied. 10% April 1, 2006 10% April 1, 2007 10% April 1, 2008 10% April 1, 2009 10% April 1, 2010 10% April 1, 2011 10% April 1, 2012 10% April 1, 2013 Except as otherwise specifically provided herein, there shall be no proportionate or partial vesting in the periods prior to each Vesting Date, and all vesting shall occur only on the appropriate Vesting Date. Except as otherwise provided in Section 3(c)(i)(y), upon the termination of the Recipient's employment with the Company, the Subsidiary and their subsidiaries, any unvested portion of the Restricted Stock Units that does not become vested pursuant to the provisions hereof as a result of such termination shall terminate and be null and void. Any portion of the Restricted Stock Units subject to this Agreement that is and has become vested pursuant to this Section 3 shall be referred to as "Vested Units", and any portion of the Restricted Stock Units that is and has not yet become vested shall be referred to as the "Non-Vested Units." (b) Notwithstanding any other term or provision of this Agreement, in the event a Separation from Service Qualified Change in Control (as defined in Paragraph 10the Employment Agreement) occurs after the Performance Condition has been satisfied, below) on account or before December 31, 2005, the Recipient shall become immediately vested in all of Total Disability (defined in Paragraph 10, below); or (c) 100% the Restricted Stock Units as of the date of the Grantee’s deathQualified Change in Control; or PROVIDED, HOWEVER, that in the circumstances of a Change in Control as set forth in clause (dy)(1) 100% as of Section 3.2(c)(iii) of the Employment Agreement, the date of the Grantee’s involuntary Separation from Service other than for Cause (defined in Paragraph 10, below), provided such Separation from Service occurs within two years after a Change of Control pursuant to the definition in effect on the day immediately preceding such Change of Control; or (e) Pro-rata as consummation of the reorganization, merger, consolidation or corporate transaction or series of transactions (rather than the date on which Grantee Retires (defined in Paragraph 10, below). The number of RSUs vesting pro-rata upon the event described in Subparagraph 2(estockholder approval) shall be calculated by taking a fraction where deemed to be the denominator is equal to the number of days during the three-year period beginning on the Grant Date and ending on the third anniversary date of the Grant Date Change in Control for purposes of this Section 3(b). (such three-year periodc) Notwithstanding any other term or provision of this Agreement: (i) if the Recipient's employment with the Company or the Subsidiary is terminated by the Company or the Subsidiary, whichever is applicable, without Cause or by the “Vesting Period”)Recipient for Good Reason either after the Performance Condition has been satisfied, and the numerator is equal to the number of days that the Grantee provided Service during the Vesting Periodor before December 31, with this award multiplied by such fraction (rounding up the nearest whole RSU). In the event that Grantee has a Separation from Service prior to the vesting of RSUs as set forth above2005, other than under the circumstances described in Subparagraphs 2(b) through (e), the RSUs shall be forfeited and automatically transferred back to LNC. Upon forfeiture, Grantee shall have no further rights in such RSUs or Shares deliverable pursuant to an RSU granted hereunder.then:

Vesting of Restricted Stock Units. Subject to Paragraph 8, below, the RSUs shall vest upon the earliest to occur of the following dates (such date, the “Vesting Date”), provided Grantee remains in Service (defined in Paragraph 10, below) through such date: (a) 100% as of the third anniversary of the Grant Date; or (b) 100% as of the date on which the Grantee has a Separation from Service (defined in Paragraph 10, below) on account of Total Disability (defined in Paragraph 10, below); or (c) 100% as of the date of the Grantee’s death; or (d) 100% as of the date of the Grantee’s involuntary Separation from Service other than for Cause (defined in Paragraph 10, below), provided such Separation from Service occurs within two years after a Change of Control pursuant to the definition in effect on the day immediately preceding such Change of Control; or (e) Pro-rata 100% as of the date on which Grantee Retires (defined in Paragraph 10, below). (f) Pro-rata as of the date of a “change in control,” within the meaning of section 409A of the Internal Revenue Code of 1986 as amended, of an LNC Subsidiary or Affiliate employing the Grantee. The number of RSUs vesting pro-rata upon the event described in Subparagraph 2(e2(f) shall be calculated by taking a fraction where the denominator is equal to the number of days during the three-year period beginning on the Grant Date and ending on the third anniversary of the Grant Date (such three-year period, the “Vesting Period”), and the numerator is equal to the number of days that the Grantee provided Service during the Vesting Period, with this award multiplied by such fraction (rounding up the nearest whole RSU). In the event that Grantee has a Separation from Service prior to the vesting of RSUs as set forth above, other than under the circumstances described in Subparagraphs 2(b) through (e), the RSUs shall be forfeited and automatically transferred back to LNC. Upon forfeiture, Grantee shall have no further rights in such RSUs or Shares deliverable pursuant to an RSU granted hereunder.

Vesting of Restricted Stock Units. Subject to Paragraph 8, below, the RSUs shall vest upon the earliest to occur of the following dates (such date, the “Vesting Date”), provided Grantee remains in Service (defined in Paragraph 10, below) through such date: (a) 100% as of the third anniversary of the Grant Date; or (b) 100% as of the date on which the Grantee has a Separation from Service (defined in Paragraph 10, below) on account of Total Disability (defined in Paragraph 10, below); or (c) 100% as of the date of the Grantee’s death; or (d) 100% as of the date of the Grantee’s involuntary Separation from Service other than for Cause (defined in Paragraph 10, below), provided such Separation from Service occurs within two years after a Change of Control pursuant to the definition in effect on the day immediately preceding such Change of Control; or (e) Pro-rata as of the date on which Grantee Retires (defined in Paragraph 10, below)) unless Grantee’s Retirement occurs on or after the first anniversary of the Grant Date of this award, in which case the RSUs shall vest at 100%. The number of RSUs vesting pro-rata upon the event described in Subparagraph 2(e) shall be calculated by taking a fraction where the denominator is equal to the number of days during the three-year period beginning on the Grant Date and ending on the third anniversary of the Grant Date (such three-year period, the “Vesting Period”), and the numerator is equal to the number of days that the Grantee provided Service during the Vesting Period, with this award multiplied by such fraction (rounding up the nearest whole RSU). In the event that Grantee has a Separation from Service prior to the vesting of RSUs as set forth above, other than under the circumstances described in Subparagraphs 2(b) through (e), the RSUs shall be forfeited and automatically transferred back to LNC. Upon forfeiture, Grantee shall have no further rights in such RSUs or Shares deliverable pursuant to an RSU granted hereunder.

Vesting of Restricted Stock Units. Subject to Paragraph 8, below, the RSUs shall vest upon the earliest to occur of the following dates (such date, the “Vesting Date”), provided Grantee remains in Service (defined in Paragraph 10, below) through such date: (a) 100% as of the third anniversary of the Grant Date; or (b) 100% as of the date on which the Grantee has a Separation from Service (defined in Paragraph 10, below) on account of Total Disability (defined in Paragraph 10, below); or (c) 100% as of the date of the Grantee’s death; or (d) 100% as of the date of the Grantee’s involuntary Separation from Service other than for Cause (defined in Paragraph 10, below), provided such Separation from Service occurs within two years after a Change of Control pursuant to the definition in effect on the day immediately preceding such Change of Control; or (e) Pro-rata 100% as of the date on which Grantee Retires (defined in Paragraph 10, below). The number of RSUs vesting pro-rata upon the event described in Subparagraph 2(e) shall be calculated by taking a fraction where the denominator is equal to the number of days during the three-year period beginning on the Grant Date and ending on the third anniversary of the Grant Date (such three-year period, the “Vesting Period”), and the numerator is equal to the number of days that the Grantee provided Service during the Vesting Period, with this award multiplied by such fraction (rounding up the nearest whole RSU). In the event that Grantee has a Separation from Service prior to the vesting of RSUs as set forth above, other than under the circumstances described in Subparagraphs 2(b) through (e), the RSUs shall be forfeited and automatically transferred back to LNC. Upon forfeiture, Grantee shall have no further rights in such RSUs or Shares deliverable pursuant to an RSU granted hereunder.

Vesting of Restricted Stock Units. Subject to Paragraph 8, below, the RSUs shall vest upon the earliest to occur of the following dates (such date, the “Vesting Date”), provided Grantee remains in Service (defined in Paragraph 10, below) through such date: (a) 100% as Subject to any forfeiture provisions in this Agreement or in the Plan, and subject to Section 5(d) hereof, the Restricted Stock Units shall vest in accordance with the following schedule provided that the Participant has not had a Separation from Service for any reason prior to the applicable vesting date: The closing of the third MUDS Sale Transaction 33.33% of the RSUs (the “First Tranche”) The later of (i) the closing of the MUDS Sale Transaction and (ii) the second anniversary of the Grant Date; or (b) 100Date 33.33% as of the date on which RSUs (the Grantee has a Separation from Service “Second Tranche”) The later of (defined in Paragraph 10, belowi) on account of Total Disability (defined in Paragraph 10, below); or (c) 100% as the closing of the date of the Grantee’s death; or MUDS Sale Transaction and (dii) 100% as of the date of the Grantee’s involuntary Separation from Service other than for Cause (defined in Paragraph 10, below), provided such Separation from Service occurs within two years after a Change of Control pursuant to the definition in effect on the day immediately preceding such Change of Control; or (e) Pro-rata as of the date on which Grantee Retires (defined in Paragraph 10, below). The number of RSUs vesting pro-rata upon the event described in Subparagraph 2(e) shall be calculated by taking a fraction where the denominator is equal to the number of days during the three-year period beginning on the Grant Date and ending on the third anniversary of the Grant Date 33.34% of the RSUs (such three-year period, the “Vesting PeriodThird Tranche”) (b) If the application of the vesting schedule in Section 5(a) would yield a fractional Restricted Stock Unit, and the numerator is equal such fractional Restricted Stock Unit shall be rounded down to the number of days that next whole unit if it is less than 0.5 and rounded up to the Grantee provided Service during next whole unit if it is 0.5 or more. (c) Except as described in Section 5(d), to the Vesting Period, with this award multiplied by such fraction (rounding up extent any Restricted Stock Units have not vested upon the nearest whole RSU). In the event that Grantee has a Participant’s Separation from Service for any reason, those Restricted Stock Units that have not vested shall be immediately forfeited upon such Separation from Service. Upon such forfeiture, the Participant shall no longer have any rights with respect to such Restricted Stock Units or any interest therein. (d) Notwithstanding anything to the contrary in this Section 5, (x) in the event of a Change in Control in which the resulting entity does not assume, continue, convert or replace this Agreement, the Restricted Stock Units shall be fully vested and converted into an equivalent number of shares of Common Stock immediately prior to the vesting Change in Control, or (y) in the event of RSUs a Change in Control where the Participant incurs an involuntary Separation from Service for any reason other than Cause (as defined in the Plan) within 90 days prior or 24 months following the Change in Control, the Restricted Stock Units shall be fully vested and converted into shares as described in Section 6 and Section 7 hereof. For purposes of this Agreement, the Restricted Stock Units awarded hereunder will not be considered to be assumed, continued, converted or replaced by the resulting entity in connection with the Change in Control unless the Restricted Stock Units are adjusted to prevent dilution of the Participant’s rights hereunder as a result of the Change in Control. For purposes of this Agreement, “Change in Control” shall have the meaning set forth abovein the Participant’s Employment Agreement with the Corporation dated February 20, other than under 2019 (the circumstances described in Subparagraphs 2(b) through (e“Employment Agreement”), the RSUs shall be forfeited and automatically transferred back to LNC. Upon forfeiture, Grantee shall have no further rights in such RSUs or Shares deliverable pursuant to an RSU granted hereunder.

Vesting of Restricted Stock Units. Subject to Paragraph 8, below, the RSUs shall vest upon the earliest to occur of the following dates (such date, the “Vesting Date”), provided Grantee remains in Service (defined in Paragraph 10, below) through such date: (a) 100% as of the third anniversary of the Grant Date; or (b) 100% as of the date on which the Grantee has a Separation from Service (defined in Paragraph 10, below) on account of Total Disability (defined in Paragraph 10, below); or (c) 100% as of the date of the Grantee’s death; or (d) 100% as of the date of the Grantee’s involuntary Separation from Service other than for Cause (defined in Paragraph 10, below), provided such Separation from Service occurs within two years after a Change of Control pursuant to the definition in effect on the day immediately preceding such Change of Control; or (e) Pro-rata as of the date on which Grantee Retires (defined in Paragraph 10, below)) unless Xxxxxxx’s Retirement occurs on or after the 1 second anniversary of the Grant Date of this award, in which case the RSUs shall vest at 100%. The number of RSUs vesting pro-rata upon the event described in Subparagraph 2(e) shall be calculated by taking a fraction where the denominator is equal to the number of days during the three-year period beginning on the Grant Date and ending on the third anniversary of the Grant Date (such three-year period, the “Vesting Period”), and the numerator is equal to the number of days that the Grantee provided Service during the Vesting Period, with this award multiplied by such fraction (rounding up the nearest whole RSU). In the event that Grantee has a Separation from Service prior to the vesting of RSUs as set forth above, other than under the circumstances described in Subparagraphs 2(b) through (e), the RSUs shall be forfeited and automatically transferred back to LNC. Upon forfeiture, Grantee shall have no further rights in such RSUs or Shares deliverable pursuant to an RSU granted hereunder.

Vesting of Restricted Stock Units. Subject to Paragraph 8, below, the RSUs shall vest upon the earliest to occur of the following dates (such date, the “Vesting Date”), provided Grantee remains in Service (defined in Paragraph 10, below) through such date: (a) 100% as of the third anniversary of the Grant Date; or (b) 100% as of the date on which the Grantee has a Separation from Service (defined in Paragraph 10, below) on account of Total Disability (defined in Paragraph 10, below); or (c) 100% as of the date of the Grantee’s death; or (d) 100% as of the date of the Grantee’s involuntary Separation from Service other than for Cause (defined in Paragraph 10, below), provided such Separation from Service occurs within two years after a Change of Control pursuant to the definition in effect on the day immediately preceding such Change of Control; or (e) Separation from Service; provided, however, that on or prior to the fifty-second (52nd) day following such Separation from Service, Grantee executes an Agreement, Waiver and General Release in form and substance satisfactory to LNC and all revocation periods applicable to such release have expired without such release having been revoked; or (f) Pro-rata as of the date on which Grantee Retires (defined in Paragraph 10, below). The number of RSUs vesting pro-rata upon the an event described in Subparagraph Subparagraphs 2(e) or (f) shall be calculated by taking a fraction where the denominator is equal to the number of days during the three-year period beginning on the Grant Date and ending on the third anniversary of the Grant Date (such three-year period, the “Vesting Period”), and the numerator is equal to the number of days that the Grantee provided Service during the Vesting Period, with this award multiplied by such fraction (rounding up the nearest whole RSU). In the event that Grantee has a Separation from Service prior to the vesting of RSUs as set forth above, other than under the circumstances described in Subparagraphs 2(b) through (ef), the RSUs shall be forfeited and automatically transferred back to LNC. Upon forfeiture, Grantee shall have no further rights in such RSUs or Shares deliverable pursuant to an RSU granted hereunder.

Vesting of Restricted Stock Units. Subject to Paragraph 8, below(a) Except as otherwise provided in this Section 2, the RSUs shall Restricted Stock Units vest upon the earliest as to occur 1/3rd of the following dates Shares on each of the first, second and third anniversaries of October 15, 2014 (such dateeach, the a “Vesting Date”), provided Grantee remains in Service (defined in Paragraph 10, below) through such date: (a) 100% as of the third anniversary of the Grant Date; or. (b) 100% as To the extent not previously vested in accordance with this Section 2, in the event that the Participant’s employment is terminated without Cause by the Company, for Good Reason by the Participant, or due to the Participant’s death or Disability, in each case, on or prior to the first (1st) anniversary of a Change of Control (which, for purposes of this Agreement, shall have the meaning set forth in Section 3(b) (or any successor section thereto) of the date on which Employment Agreement), the Grantee has a Separation from Service (defined in Paragraph 10, below) on account Restricted Stock Units will fully vest upon such termination of Total Disability (defined in Paragraph 10, below); oremployment. (c) 100% To the extent not previously vested in accordance with this Section 2, in the event of a termination of the Participant’s employment without Cause by the Company or by the Participant for Good Reason (other than on or prior to the first (1st) anniversary of a Change of Control), (i) an additional amount of the then outstanding Restricted Stock Units granted by the Company to the Participant pursuant to this Agreement shall become vested as of the date of such termination in accordance with the Grantee’s death; or (d) 100% as provisions of the date of the Grantee’s involuntary Separation from Service other than for Cause (defined in Paragraph 10succeeding sentence. For each outstanding Restricted Stock Unit, below), provided such Separation from Service occurs within two years after a Change of Control pursuant to the definition in effect on the day immediately preceding such Change of Control; or (e) Pro-rata as of the date on which Grantee Retires (defined in Paragraph 10, below). The number of RSUs vesting pro-rata upon the event described in Subparagraph 2(e) additional amount shall be calculated by taking a fraction where the denominator is equal to the number of days during the three-year period beginning Restricted Stock Units that would have vested on the Grant next Vesting Date immediately following the date of termination, multiplied by a fraction where (1) the numerator is the number of full and ending on fractional months that had elapsed between the third anniversary of the Grant Vesting Date immediately prior to such termination and such termination date plus twelve (such three-year period, the “Vesting Period”12), and (2) the numerator denominator is equal twelve (12). (d) To the extent not previously vested in accordance with this Section 2, in the event of the Participant’s death (other than on or prior to the first (1st) anniversary of a Change of Control), one-half the number of days that unvested Restricted Stock Units will vest as of the Grantee provided Service during date thereof. (e) To the Vesting Period, extent not previously vested in accordance with this award multiplied by such fraction (rounding up the nearest whole RSU). In Section 2, in the event that Grantee has a Separation from Service of the Participant’s Disability (other than on or prior to the vesting first (1st) anniversary of RSUs as set forth above, other than under the circumstances described in Subparagraphs 2(b) through (ea Change of Control), one-half the RSUs shall number of unvested Restricted Stock Units will vest as of the date thereof. (f) To the extent not previously vested in accordance with this Section 2, if the Participant’s employment with the Company is terminated by the Company with Cause, the Restricted Stock Units will terminate immediately and be forfeited of no force or effect. (g) For purposes of this Section 2, the terms “Cause”, Good Reason” and automatically transferred back to LNC. Upon forfeiture, Grantee “Disability” shall have no further rights the respective meanings ascribed to them in such RSUs or Shares deliverable pursuant to an RSU granted hereunderthe Employment Agreement.

Vesting of Restricted Stock Units. Subject to Paragraph 8, below, the RSUs shall vest upon the earliest to occur of the following dates (such date, the “Vesting Date”), provided Grantee remains in Service (defined in Paragraph 10, below) through such date: (a) 100% as of the third anniversary of the Grant Date; or (b) 100% as of the date on which the Grantee has a Separation from Service (defined in Paragraph 10, below) on account of Total Disability (defined in Paragraph 10, below); or (c) 100% as of the date of the Grantee’s death; or (d) 100% as of the date of the Grantee’s involuntary Separation from Service other than for Cause (defined in Paragraph 10, below), provided such Separation from Service occurs within two years after a Change of Control pursuant to the definition in effect on the day immediately preceding such Change of Control; or (e) Pro-rata as of the date on which Grantee Retires (defined in Paragraph 10, below)) unless Xxxxxxx’s Retirement occurs on or after the second anniversary of the Grant Date of this award, in which case the RSUs shall vest at 100%. The number of RSUs vesting pro-rata upon the event described in Subparagraph 2(e) shall be calculated by taking a fraction where the denominator is equal to the number of days during the three-year period beginning on the Grant Date and ending on the third anniversary of the Grant Date (such three-year period, the “Vesting Period”), and the numerator is equal to the number of days that the Grantee provided Service during the Vesting Period, with this award multiplied by such fraction (rounding up the nearest whole RSU). In the event that Grantee has a Separation from Service prior to the vesting of RSUs as set forth above, other than under the circumstances described in Subparagraphs 2(b) through (e), the RSUs shall be forfeited and automatically transferred back to LNC. Upon forfeiture, Grantee shall have no further rights in such RSUs or Shares deliverable pursuant to an RSU granted hereunder.

Vesting of Restricted Stock Units. Subject Except as otherwise provided below, and subject to Paragraph 8, below8 hereof, the RSUs shall vest upon the earliest to occur of the following dates (such date, the “Vesting Date”), provided Grantee remains in Service (defined in Paragraph 10, below) through such date: (a) 100% as of the third anniversary of the Grant Date; or (b) 100% as of the date on which the Grantee has a Separation from Service (defined in Paragraph 10, below) on account of Total Disability (defined in Paragraph 10, below); or (c) 100% as of the date of the Grantee’s death; or (d) 100% as of the date of the Grantee’s involuntary Separation from Service other than for Cause (defined in Paragraph 10, below), provided such Separation from Service occurs within two years after a Change of Control pursuant to the definition in effect on the day immediately preceding such Change of Control; or (e) Pro-rata as of the date on which Grantee Retires (defined of a “change in Paragraph 10control,” within the meaning of section 409A of the Internal Revenue Code of 1986 as amended, below)of an LNC Subsidiary or Affiliate employing the Grantee. The number of RSUs vesting pro-rata upon the event described in Subparagraph 2(e) shall be calculated by taking a fraction where the denominator is equal to the number of days during the three-year period beginning on the Grant Date and ending on the third anniversary of the Grant Date (such three-year period, the “Vesting Period”), and the numerator is equal to the number of days that the Grantee provided Service during the Vesting Period, with this award multiplied by such fraction (rounding up the nearest whole RSU). In the event that Grantee has a Separation from Service prior to the vesting of RSUs as set forth above, other than under the circumstances described in Subparagraphs 2(b) through (e)d) or under the Special Circumstances for Retirement, the RSUs shall be forfeited and automatically transferred back to LNC. Upon forfeiture, Grantee shall have no further rights in such RSUs or Shares deliverable pursuant to an RSU granted hereunder.

Vesting of Restricted Stock Units. Subject to Paragraph 8, below, the RSUs shall vest upon the earliest to occur of the following dates (such date, the “Vesting Date”), provided Grantee remains in Service (defined in Paragraph 10, below) through such date: (a) 100% as of the third anniversary of the Grant Date; or (b) 100% as of the date on which the Grantee has a Separation from Service (defined in Paragraph 10, below) on account of Total Disability (defined in Paragraph 10, below); or (c) 100% as of the date of the Grantee’s death; or (d) 100% as of the date of the Grantee’s involuntary Separation from Service other than for Cause (defined in Paragraph 10, below), provided such provided, however, other than for a Separation from Service occurs occurring within two years after of a Change of Control pursuant to the definition in effect on the day immediately preceding such Change of Control; or (e) Pro-rata as of the date , that on which Grantee Retires (defined in Paragraph 10, below). The number of RSUs vesting pro-rata upon the event described in Subparagraph 2(e) shall be calculated by taking a fraction where the denominator is equal or prior to the number of days during the threefifty-year period beginning on the Grant Date second (52nd) day following such Separation from Service, Grantee executes an Agreement, Waiver and ending on the third anniversary of the Grant Date (General Release in form and substance satisfactory to LNC and all revocation periods applicable to such three-year period, the “Vesting Period”), and the numerator is equal to the number of days that the Grantee provided Service during the Vesting Period, with this award multiplied by release have expired without such fraction (rounding up the nearest whole RSU)release having been revoked. In the event that Grantee has a Separation from Service prior to the vesting of RSUs as set forth above, other than under the circumstances described in Subparagraphs 2(b) through (ed), the RSUs shall be forfeited and automatically transferred back to LNC. Upon forfeiture, Grantee shall have no further rights in such RSUs or Shares deliverable pursuant to an RSU granted hereunder. If the Grantee fails to remain an employee in good standing at any time from Grant Date to Vesting Date, Grantee shall immediately forfeit any right to this award and this award shall be cancelled without further action by the Committee or its delegate. For purposes of this Agreement, an “employee in good standing” shall mean that the Grantee (i) has not been placed on a condition of employment and (ii) has sustained a high level of job performance.

Vesting of Restricted Stock Units. Subject to Paragraph 8, below, the RSUs shall vest upon the earliest to occur of the following dates (such date, the “Vesting Date”), provided Grantee remains in Service (defined in Paragraph 10, below) through such date: (a) 100% as of the third anniversary of the Grant Date; or (b) 100% as of the date on which the Grantee has a Separation from Service (defined in Paragraph 10, below) on account of Total Disability (defined in Paragraph 10, below); or (c) 100% as of the date of the Grantee’s death; or (d) 100% as of the date of the Grantee’s involuntary Separation from Service other than for Cause (defined in Paragraph 10, below), provided such Separation from Service occurs within two years after a Change of Control pursuant to the definition in effect on the day immediately preceding such Change of Control; or (e) Pro-rata as of the date on which Grantee Retires (defined in Paragraph 10, below)) unless Xxxxxxx’s Retirement occurs on or after the 1 first anniversary of the Grant Date of this award, in which case the RSUs shall vest at 100%. The number of RSUs vesting pro-rata upon the event described in Subparagraph 2(e) shall be calculated by taking a fraction where the denominator is equal to the number of days during the three-year period beginning on the Grant Date and ending on the third anniversary of the Grant Date (such three-year period, the “Vesting Period”), and the numerator is equal to the number of days that the Grantee provided Service during the Vesting Period, with this award multiplied by such fraction (rounding up the nearest whole RSU). In the event that Grantee has a Separation from Service prior to the vesting of RSUs as set forth above, other than under the circumstances described in Subparagraphs 2(b) through (e), the RSUs shall be forfeited and automatically transferred back to LNC. Upon forfeiture, Grantee shall have no further rights in such RSUs or Shares deliverable pursuant to an RSU granted hereunder.

Vesting of Restricted Stock Units. Subject to Paragraph 8, below, the RSUs shall vest upon the earliest to occur of the following dates (such date, the “Vesting Date”), provided Grantee remains in Service (defined in Paragraph 10, below) through such date: (a) 100% as of the third anniversary of the Grant Date; or (b) 100% as of the date on which the Grantee has a Separation from Service (defined in Paragraph 10, below) on account of Total Disability (defined in Paragraph 10, below); or (c) 100% as of the date of the Grantee’s death; or (d) 100% as of the date of the Grantee’s involuntary Separation from Service other than for Cause (defined in Paragraph 10, below), provided such Separation from Service occurs within two years after a Change of Control pursuant to the definition in effect on the day immediately preceding such Change of Control; or (e) Pro-rata 100% as of the date on which Grantee Retires (defined in Paragraph 10, below). (f) Pro-rata as of the date of a “change in control,” within the meaning of section 409A of the Internal Revenue Code of 1986 as amended, of an LNC Subsidiary or Affiliate employing the Grantee. The number of RSUs vesting pro-rata upon the event described in Subparagraph 2(e2(f) shall be calculated by taking a fraction where the denominator is equal to the number of days during the three-year period beginning on the Grant Date and ending on the third anniversary of the Grant Date (such three-year period, the “Vesting Period”), and the numerator is equal to the number of days that the Grantee provided Service during the Vesting Period, with this award multiplied by such fraction (rounding up the nearest whole RSU). In the event that Grantee has a Separation from Service prior to the vesting of RSUs as set forth above, other than under the circumstances described in Subparagraphs 2(b) through (ef), the RSUs shall be forfeited and automatically transferred back to LNC. Upon forfeiture, Grantee shall have no further rights in such RSUs or Shares deliverable pursuant to an RSU granted hereunder.