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EXHIBIT
10.4
RESTRICTED STOCK AWARD
AGREEMENT
This Restricted Stock Award
Agreement (the “Agreement”) is by and between LNC and [
Name of Grantee] (the “Grantee”), and evidences
the grant, by LNC on [DATE] (“Date of Grant”) of
a Restricted Stock Award to Grantee, and Grantee’s acceptance
of the Restricted Stock Award in accordance with the provisions of
the Lincoln National Corporation Incentive Compensation Plan, as
Amended and Restated effective May 10, 2007, and any
amendments thereto (the “Plan”) and this Agreement. LNC
and Grantee agree as follows:
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1. |
Number of Shares Granted . Grantee is awarded
[Number of Shares] shares of LNC common stock subject to the
restrictions set out in the Plan and in this Agreement (the
“Restricted Shares”). 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 and shall be subject to the same
restrictions as the underlying shares. |
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2. |
Restrictions . The Restricted Shares granted
pursuant to this Agreement shall be subject to the following
Restrictions until such time as the Restrictions shall lapse, as
described in Paragraph 7 below: (a) neither the Restricted
Shares nor any interest or right therein or part thereof shall be
sold, transferred, pledged, hypothecated, margined or otherwise
encumbered by the Grantee; and (b) in the event that
Grantee’s Service (as defined below) with LNC and all
subsidiaries terminates prior to the vesting dates set forth in
subsection 7(a) below other than on account of death or disability
or a Change of Control (as defined below), the Restricted Shares
shall be forfeited and transferred back to LNC. Upon forfeiture,
Grantee shall have no further rights in such Restricted Shares nor
in the Dividend Equivalent Rights Account (as described
below). |
For purposes of this
Agreement, the term “Service” includes service as a
common law employee, a full time life insurance salesman under
contract with LNC or a subsidiary (“planner”), or the
furnishing of exclusive consulting services to LNC or a subsidiary
after Retirement (termination on or after age 55 with 5 years of
Service) pursuant to a written agreement.
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3. |
Voting Rights . Grantee shall have voting rights
on the Restricted Shares. |
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4. |
Dividend Equivalent Rights . No cash dividends
shall be payable on the Restricted Shares. Instead, 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. |
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5. |
Registration of Restricted Shares . The Secretary
of LNC will register Restricted Shares in the name of Grantee, to
be held in book entry form by the LNC’s transfer agent until
such time as 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 (as described in
Paragraph 2 above). |
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6. |
Compliance with Non-Competition, Non-Solicitation,
Non-Disparagement and Non-Disclosure Provisions . This
award may be canceled by action of the Compensation Committee of
the LNC Board of Directors or its delegates if Grantee fails to
comply with the non-competition, non-solicitation,
non-disparagement and/or non-disclosure provisions described below.
If Grantee fails to comply with the non-competition,
non-solicitation, non-disparagement and/or non- |
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