Exhibit
10.3
NONQUALIFIED STOCK OPTION
AGREEMENT
For The
LINCOLN NATIONAL
CORPORATION
STOCK OPTION
PLAN
FOR NON-EMPLOYEE
DIRECTORS
This
Nonqualified Stock Option Agreement (the “Agreement”)
evidences the terms of the grant by Lincoln National Corporation
(“LNC”) of a Nonqualified Stock Option (the
“Option”) to _______________________
(“Grantee”) on ________ (the
“Date of Grant”), and Grantee’s acceptance of the
Option in accordance with and subject to the provisions of the
Lincoln National Corporation Stock Option Plan for Non-Employee
Directors, Effective May 10, 2007 (the “Plan”) and this
Agreement.
LNC and Grantee
hereby agree as follows:
1.
Shares Optioned and Option
Price
Grantee shall
have an Option to purchase _________ shares of LNC common stock
(the “Shares”) for $_____________ (United States
dollars) for each Share, such price to equal the Fair Market Value
of the Share of LNC common stock as of the Date of
Grant.
2.
Vesting
Dates
The Option for
unvested Shares shall vest on the earlier of:
(a) the first
anniversary of Grant Date, or
(b) the date on
which the Grantee terminates service (resigns or retires) as a
director of LNC for any reason, or
(c) the date on
which there is a Change in Control of the Corporation, as that term
is defined in the Lincoln National Corporation Executive Severance
Benefit Plan.
3.
Exercise
Period
Grantee (or
Grantee’s Beneficiary (as defined in the Plan), if
applicable) may exercise all or part of the Option for vested
Shares on any LNC business day at LNC’s executive offices
until the first to occur of:
|
(a)
|
the tenth
anniversary of the Date of Grant; or
|
|
(b)
|
the first
anniversary of the date of Grantee’s termination of service
as a director of LNC.
|
4.
Manner of
Exercise
To exercise an
Option, Grantee must, on an LNC business day, (1) deliver, mail or
fax written notice of the exercise (in the form specified by LNC)
to the designated LNC stock option administrator, and (2) submit
full payment of the exercise price and the certification of
compliance described in paragraph 5 below. Payment may be made in
any combination of cash, personal check, or Shares. Such Shares
must be owned for at least six months and will constitute payment
to the extent of their Fair Market Value on the date of exercise
(as defined in the Plan).
5.
Restrictions on Transfer of
Shares
