46
Exhibit 10(c)
RESTRICTED STOCK AWARD AGREEMENT
This Restricted Stock Award Agreement (the "Agreement") effective
_______________, 1998, by and between Lincoln National Corporation ("LNC") and
_____________________________ (the "Grantee"), evidences the grant by LNC on
March 31, 1998 ("Date of Grant"), of a Restricted Stock Award to the Grantee,
and the Grantee's acceptance of the Restricted Stock Award in accordance with
the provisions of the Lincoln National Corporation 1997 Incentive Compensation
Plan (the "Plan") and this Agreement. LNC and Grantee agree as follows:
1. Number of Shares Granted. The Grantee is awarded __________ shares of LNC
common stock (the "Restricted Shares") subject to the restrictions set out in
the Plan and in this Agreement. In the event of a stock dividend or stock split,
the number of Restricted Shares shall be automatically increased in the same
manner as all outstanding shares of LNC common stock ("Shares") and shall be
subject to the same restrictions as the underlying Shares.
2. Restrictions. The Restricted Shares may not be sold, pledged or otherwise
encumbered. Grantee shall have voting rights on the Restricted Shares after the
Restricted Shares have been issued.
3. Dividend Equivalent Rights. No dividends shall be payable on the
Restricted Shares. A Dividend Equivalent Rights Payment Account ("DER Account")
shall be established and maintained for Grantee. Stock units equal in value to
dividends attributable to the Restricted Shares shall be credited to the DER
Account as of the dividend payable date. These stock units have the same
restrictions as the underlying Restricted Shares.
4. Issuance of Shares. Six months after the Date of Grant, the Secretary of
LNC will issue the Restricted Shares, registered in the name of the Grantee, to
be held in book entry by the Transfer Agent until the restrictions lapse or
until the Restricted Shares are canceled or forfeited. The transfer of these
Restricted Shares is restricted under the terms of this Agreement.
5. Forfeitures.
(a) At the sole discretion of the Compensation Committee of
the LNC Board of Directors ("Committee"), all or part
of the Restricted Shares and DER Account will be
forfeited and transferred back to LNC as of December
31, 2000 if the corporate performance goals established
by the Committee for the 1998-2000 Long-Term Incentive
Cycle ("Cycle") are not fully achieved.
(b) Before January 1, 2001, if Grantee's employment with
LNC and all subsidiaries terminates or if Grantee is
removed from Senior Contributor status, all Restricted
Shares and the DER Account shall be forfeited and
transferred back to LNC unless otherwise determined by
the Committee.
6. Compliance with the Noncompete, Nondisclosure and Ideas Provision. This
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award may be canceled by action of the Committee if the Grantee fails to comply
with the noncompetition, nondisclosure and ideas provisions of the Plan. The
Grantee must provide the Secretary of LNC with a certification of compliance
with these provisions ("Certification") prior to the distribution of Restricted
Shares and the DER Account once the restrictions have lapsed.
7. Lapse of Restrictions. Unless all Restricted Shares have been canceled,
forfeited or converted to phantom units (as described below), after receipt of
the Certification, any remaining Restricted Shares and Shares representing the
number of stock units held in the DER Account shall be immediately distributed
to Grantee (or his estate) without restrictions as of a date no later than the
first to occur of:
(a) January 1, 2004;
(b) the date of a Change of Control of LNC as that term is defined in
the Plan;
(c) the date of Grantee's retirement on or after January 1,
2001 with Committee consent;
(d) the date (on or after January 1, 2001) on which the
Committee determines the total disability of Grantee;
(e) the date of Grantee's death if on or after January 1, 2001; or
(f) the date (on or after January 1, 2001) on which the
Committee, in its sole discretion, removes restrictions
from a pro-rata portion of any such Shares if, before
January 1, 2001, Grantee shall have retired with
Committee consent, died, became totally disabled or
been involuntarily terminated without cause.
The Committee may exercise its sole discretion and cause all or a portion of
such Restricted Shares and the DER Account to be converted to phantom units to
be administered under the terms of the Lincoln National Corporation Executive
Deferred Compensation Plan for Employees in the event Grantee is a Reporting
Person under Section 16(a) of the Securities Exchange Act of 1934 and the
Grantee's employer would be denied a deduction for the value of such converted
Restricted Shares and the DER Account.
8. Tax Withholding. The Grantee must remit to the Secretary of LNC an amount
equal to the required tax withholding on the value of the Restricted Shares and
the DER Account at such time as they are taxable to the Grantee. Grantee may
elect, in accordance with procedures
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established by the Committee, to surrender Shares (including the Shares which
are a part of this award) with a Fair Market Value (as defined in the Plan) on
the date of surrender which satisfies all or part of the Grantee's and LNC's
withholding requirements.
IN WITNESS WHEREOF, LNC, by its duly authorized officer has signed this
Agreement as of the effective date set out above.
LINCOLN NATIONAL CORPORATION
By:
Xxx X. Xxxxxx
President
PCDocs No. 71029/2
Special LTIC Grant
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