Exhibit 10(j)
-226-
LINCOLN NATIONAL CORPORATION
1993 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
(Including All Amendments Through November 14, 1996)
ARTICLE I - PURPOSE OF PLAN
1.1 Purpose of Plan. Lincoln National Corporation (the
"Corporation") has adopted the 1993 Stock Plan for Non-Employee
Directors (the "Plan") to provide for payment in shares of the
Corporation's Common Stock ("Stock") of a portion of the retainer
fee payable to members of the Board of Directors of the
Corporation who are not employees of the Corporation or any of
its affiliates or subsidiaries ("Non-Employee Directors") and to
allow Non-Employee Directors and directors of any of the
Corporation s affiliates or subsidiaries ( Non-LNC Directors ) to
elect to defer receipt of all or a portion of their retainer
and/or meeting fees. The Plan also provides a restricted stock
bonus in the form of Restricted Stock for Non-Employee Directors.
The Plan is intended to provide Non-Employee Directors with a
larger equity interest in the Corporation in order to attract and
retain well-qualified individuals to serve as Non-Employee
Directors and to enhance the identity of interests between
Non-Employee Directors and the shareholders of the Corporation.
ARTICLE II - ELIGIBILITY AND PARTICIPATION
2.1 Eligibility and Participation. Only Non-Employee Directors
of the Corporation and Non-LNC Directors shall be eligible to
participate in the Plan, and participation in the Plan is
mandatory for all Non-Employee Directors. Except as specifically
provided herein, a Non-Employee Director may not elect to
increase or decrease the portion of the retainer fee payable in
Stock.
ARTICLE III - RETAINER STOCK AWARDS AND DEFERRAL ELECTIONS
3.1 Retainer Stock Awards.
(a) Amount of Award. On each July 1 after the Effective Date
through and including July 1, 2004 (each such date
hereinafter a "Grant Date"), in lieu of the retainer fee
payable to a Non-Employee Director with respect to the
calendar quarter beginning on the Grant Date determined
without regard to the Plan ("Retainer"), and in
consideration for services rendered as a Non-Employee
Director, the Corporation shall issue to each Non-Employee
Director a whole number of shares of Stock (a "Stock Award")
equal to the number of shares determined by dividing (a)
the
sum
of (i) twenty-five percent (25%) of the Retainer
established by resolution of the Board of Directors of the
Corporation and payable for services prior to
July 1, 1995, plus (ii) one hundred per cent (100%) of any
increase in the Retainer adopted by the Board of Directors
of the Corporation for services after July 1, 1995
(provided, however, that this clause (ii) shall take effect
with respect to each such increase only upon the effective
date of such increase), by (b) the Fair Market Value of the
Stock on such Grant Date. For purposes of this Plan, the
"Fair Market Value" of Stock on any business day shall be
the average of the high and low sales prices of the Stock
quoted on the New York Exchange Composite Listing on the
next preceding business day on which there were such
quotations for the day in question. To the extent that the
formula described in this Section 3.1(a) does not result in
a whole number of shares of Stock, the result shall be
rounded upwards to the next whole number such that no
fractional shares of Stock shall be issued under the Plan.
Such shares shall be restricted from sale or transfer as
provided in Section 3.1(b).
(b)
Restrictions on Stock Awards. A stock certificate
representing the Stock Award shall be registered in each
Non-Employee Director's name. The Non-Employee Director
shall have all rights and privileges of a shareholder as to
such Stock Award, including the right to vote such
Restricted Shares, except that the following restrictions
shall apply: (i) no dividends shall be payable on the
shares, however, a Dividend Equivalent Payment, as defined
in Article V, below, shall be credited to an account
established under the Plan, invested in Stock Units, as
described under Section 3.2(b) and shall have the same
restrictions as the relevant restricted shares, (ii) none of
the Restricted Shares may be sold, transferred, assigned,
pledged, or otherwise encumbered or disposed of during the
Restricted Period, and (iii) except as provided in Section
3.1(c), all of the Restricted Shares and Dividend Equivalent
Payments shall be forfeited and all rights of the
Non-Employee Director to such Restricted Shares shall
terminate without further obligation on the part of the
Corporation and its subsidiaries upon the Non-Employee
Director's ceasing to be a director of the Corporation and
its subsidiaries.
(c) Termination of Directorship.
(i) Vesting of Shares. If a Non-Employee Director ceases
to be a director of the Corporation and its
subsidiaries by reason of Disability, Death,
Retirement or Change of Control, the Restricted Shares
granted to and Dividend Equivalent Payments on such
shares accumulated for such Non-Employee Director shall
immediately vest. If a Non-Employee Director ceases to
be a director of the Corporation and its subsidiaries
for any other reason, the Non-Employee Director shall
immediately forfeit all Restricted Shares, except to
the extent that a majority of the Board of Directors of
the Corporation other than the Non-Employee Director
approves the vesting of such Restricted Shares. Upon
vesting, except as provided in Article X, all
restrictions applicable to such Restricted Shares shall
lapse.
(ii) Disability. For purposes of this Section 3.1(c),
"Disability" shall mean a permanent and total
disability as defined in Section 22(e)(3) of the
Internal Revenue Code of 1986, as amended.
(iii)Retirement. For purposes of this Section 3.1(c),
"Retirement" shall mean ceasing to be a director of the
Company (A) on or after age 70, or (B) on or after age 65
with the consent of a majority of the members of the Board
of Directors of the Corporation other than the Non-Employee
Director.
(iv)Change of Control. For purposes of this Section 3.1(c),
"Change of Control" shall have the same meaning as in the
Lincoln National Corporation Executives' Severance Benefit
Plan on the date that is six (6) months immediately
preceding the "Change of Control."
3.2 Deferral of Retainer and/or Fees.
(a) Deferral Elections. Commencing on the effective date of the
Plan, payment of all or part of the Retainer (excluding
Stock Awards pursuant to Section 3.1[a]) and/or fees payable
to a Non-Employee Director for meetings of the Board of
Directors of the Corporation or Board Committees or for
extraordinary services may be deferred by election of the
Non-Employee Director. Payment of all or a part of any
retainer and/or fees payable to a Non-LNC Director by an
affiliate or subsidiary of the Corporation for meetings of
the Board of Directors of the subsidiary or affiliate or for
board committees or for extraordinary services, may also be
deferred commencing with the adoption of the Plan by the
affiliate or subsidiary. Each such election must be made
prior to the start of the calendar year for which the
Retainer and/or fees will be paid and must be irrevocable
for the affected calendar year, provided, however, that for
1994, each Non-Employee Director shall be permitted to elect
deferred payment of all or a portion of the Retainer and/or
the fees earned after the effective date of the Plan and
before December 31, 1994, provided such Non-Employee
Director has made an irrevocable election to this effect
prior to stockholder approval of the Plan. In addition,
each election to defer payment of any amount of the Retainer
and/or fees payable in cash shall be made at least six (6)
months in advance of the date such election is to be
effective and shall be continuous and irrevocable except
upon a subsequent irrevocable election that takes effect at
least six (6) months after the date of such subsequent
election, to the extent necessary to satisfy the
requirements of Rule 16b-3(d) promulgated under the
Securities Exchange Act of 1934 ("1934 Act"), as the same
may be hereafter amended.
(b) Crediting Stock Units to Accounts. Amounts deferred
pursuant to Section 3.2(a) shall be credited as of the date
of the deferral to a bookkeeping reserve account maintained
by the Corporation ("Account") in units which are equivalent
in value to shares of Stock ("Stock Units"). The number of
Stock Units credited to an Account with respect to any
Non-Employee Director shall equal a number of Stock Units
equal to any deferred cash amount divided by the Fair Market
Value of the Stock on the date on which such cash amount
would have been paid but for the deferral election pursuant
to Section 3.2(a).
(c) Fully Vested Stock Units. All Stock Units credited to a
Non-Employee Director's Account pursuant to this Section
3.2 shall be at all times fully vested and nonforfeitable.
(d) Payment of Stock Units. Stock Units credited to a
Non-Employee Director's Account pursuant to this Article III
shall be payable in an equal number of shares of Stock or
cash in a single lump sum distribution or annual installment
payments made at such time specified by the Non-Employee
Director in the applicable deferral election, provided that
the designated payment date with respect to any election
must be the first day of a subsequent calendar year which is
no earlier than twelve (12) months following the
establishment of the affected Stock Unit.
(e) Payment of Stock Units Upon a Change of Control. Stock
Units credited to a Non-Employee Director s Account shall be
automatically distributed in a single lump sum amount of
shares of Stock, with fractional Stock Units being
distributed in cash, upon a Change of Control.
ARTICLE IV - RESTRICTED STOCK BONUS
4.1 Restricted Stock Bonus for Non-Employee Directors on July 1,
1994. Each Non-Employee Director serving as such on the date of
shareholder approval of the Plan shall be awarded a whole number
of restricted Shares of Stock (a "Stock Bonus") equal to $10,000
divided by Fair Market Value of Common Stock in consideration for
services rendered as a Non-Employee Director of the Corporation
and its subsidiaries. To the extent that the formula described
in this Section 4.1 does not result in a whole number of Shares
of Stock, the result shall be rounded upwards to the next whole
number such that no fractional shares shall be issued under the
Plan. The restrictions on the Stock Bonus shall be the same as
those restrictions described in Section 3.1(b).
4.2 Restricted Stock Bonus for Non-Employee Directors After July
1, 1994. Each Non-Employee Director who commences serving a new
three year term after July 1, 1994 shall be issued an additional
Stock Bonus equal to $10,000 divided by the Fair Market Value of
Common Stock as of the July 1 on which he or she begins serving a
new term as a Non-Employee Director, and thereafter until the
Plan is terminated. A new Non-Employee Director who is appointed
or elected to an unexpired term, shall receive a partial Stock
Bonus on the next succeeding July 1 after his or her appointment
or election to such partial term in an amount equal to the Fair
Market Value of Stock on such July 1 of $10,000 multiplied by a
fraction the numerator being the number of months remaining in
the unexpired term since being so appointed or elected and the
denominator being 36. To the extent that the formula described
in this Section 4.2 does not result in a whole number of Shares
of Stock, the result shall be rounded upwards to the next whole
number such that no fractional shares shall be issued under the
Plan. This Stock Bonus shall contain the same restrictions as
specified in Section 3.1(b).
ARTICLE
V - DIVIDEND EQUIVALENT PAYMENTS
5.1 Dividend Equivalent Payments. As of each dividend payment
date with respect to Stock, each Non-Employee Director shall
receive additional Stock Units ("Dividend Equivalent Payment")
equal to the product of (i) the per-share cash dividend payable
with respect to each share of Stock on such date, and (ii) the
total number of Restricted Shares issued in his or her name and
Stock Units credited to his Account as of the record date
corresponding to such dividend payment date, divided by the Fair
Market Value. Fractional Stock Units may be awarded. The
Dividend Equivalent Payments with respect to Restricted Shares
shall contain the same restrictions as specified in Section
3.1(b).
ARTICLE VI - DELIVERY OF STOCK CERTIFICATES
6.1 Stock Awards. As soon as practicable following the
expiration of the restrictions, but in no event sooner than six
(6) months from such Grant Date, the Corporation shall deliver to
the Non-Employee Director an unrestricted Stock certificate with
respect to the shares of Stock issued pursuant to such Stock
Award and Stock Bonus. During any six (6) month period after the
Grant Date and before delivery of the Stock certificate after the
restrictions have lapsed, the Non-Employee Director shall have
all the rights of a shareholder with respect to such Stock,
except for the right to receive dividend payments and except that
such Stock shall not be transferable by the Non-Employee Director
other than by will or the laws of descent and distribution.
6.2 Stock Unit Payments. The Corporation shall issue and
deliver to the Non-Employee Director cash or a Stock certificate,
as elected by the Non-Employee Director for payment of Stock
Units as soon as practicable following the date on which Stock
Units are payable in accordance with Section 3.2(d). No
fractional shares will be distributed.
ARTICLE VII - STOCK
7.1 Stock. The aggregate number of shares of Stock that may be
issued under the Plan shall not exceed one hundred fifty thousand
(150,000) shares, unless such number of shares is adjusted as
provided in Article VIII of this Plan. In addition to the
foregoing limit, the aggregate number of restricted shares that
may be granted during the term of the Plan shall not exceed fifty
thousand (50,000) shares, unless such number of shares is
adjusted as provided in Article VIII of this Plan. To the extent
that an award lapses or the rights of the Non-Employee Director
terminate or the award is settled in cash (e.g. cash settlement
of Stock Units) any shares of Common Stock subject to such award
shall again be available for the grant of an award.
ARTICLE VIII - ADJUSTMENT UPON CHANGES IN CAPITALIZATION
8.1 Adjustment Upon Changes in Capitalization. In the event of
a stock dividend, stock split or combination, reclassification,
recapitalization or other capital adjustment of shares of Stock,
the number of shares of Stock that may be issued pursuant to
Stock Awards, Stock Bonuses, and Stock Units and the number of
Stock Units credited to Accounts shall be appropriately adjusted
by the Board of Directors of the Corporation, whose determination
shall be final, binding and conclusive. No fractional shares of
Stock shall be issued under the Plan on account of any adjustment
specified herein. The grant of Stock Awards, Stock Bonuses, or
Stock Units pursuant to this Plan shall not affect in any way the
right or power of the Corporation to issue additional Stock or
other securities, make adjustments, reclassifications,
reorganizations or other changes in its corporate, capital or
business structure, to participate in a merger, consolidation or
share exchange or to transfer its assets or dissolve or
liquidate.
ARTICLE
IX - TERMINATION OR AMENDMENT OF PLAN
9.1 In General. The Board of Directors of the Corporation may
at any time terminate, suspend or amend this Plan. However,
except as otherwise determined by the Board of Directors of the
Corporation, no such amendment shall become effective without the
approval of the stockholders of the Corporation to the extent
stockholder approval is required in order to comply with Rule
16b-3 under the 1934 Act.
9.2
Amendment No More than Once in Six (6) Months. Those
provisions of this Plan that set forth the amounts and the
formula for determining the amounts, prices and timing of Stock
Awards, Stock Bonuses, and Stock Units, respectively, may not be
amended more than once every six (6) months.
9.3 Written Consents. No amendment may adversely affect the
right of any Non-Employee Director to receive any Stock
previously issued as a Stock Award, Stock Bonus, or to receive
any Stock of Dividend Equivalent Payments pursuant to an
outstanding Stock Unit without the written consent of such
Non-Employee Director.
9.4 Termination of
Plan.
Unless the Plan is sooner terminated,
no Stock Award or Stock Bonus shall be granted after July 1,
2004. The termination of the Plan shall have no effect on
outstanding Stock Awards, Stock Bonuses or Stock Units.
ARTICLE X - GOVERNMENT REGULATIONS
10.1 Government Regulations.
(a) The obligations of the Corporation to issue any Stock
granted under this Plan shall be subject to all applicable
laws, rules and regulations and the obtaining of all such
approvals by governmental agencies as may be deemed
necessary or appropriate by the Board of Directors of the
Corporation.
(b) Except as otherwise provided in Article IX of this Plan, the
Board of Directors of the Corporation may make such changes
as may be necessary or appropriate to comply with the rules
and regulations of any governmental authority.
ARTICLE XI - MISCELLANEOUS
11.1 Unfunded Plan. The Plan shall be unfunded with respect to
the Corporation's obligation to pay any amounts due pursuant to
Stock Units and Dividend Equivalent Payments, and a Non-Employee
Director's rights to receive any payment of any Stock Unit or
Dividend Equivalent Payment shall be not greater than the rights
of an unsecured general creditor of the Corporation.
11.2 Assignment; Encumbrances. The right to receive a Stock
Award, Stock Bonus or Stock Unit and the right to receive payment
with respect to a Stock Unit under this Plan are not assignable
or transferable and shall not be subject to any encumbrances,
liens, pledges or charges of the Non-Employee Director or his or
her creditors. Any attempt to assign, transfer or hypothecate
any Restricted Stock Award, Stock Bonus, or Stock Unit or any
right to receive a Stock Award, Stock Bonus or Stock Unit shall
be void and of no force and effect whatsoever.
11.3 Designation of Beneficiaries. A Non-Employee Director may
designate a beneficiary or beneficiaries to receive any
distributions under the Plan upon his or her death.
11.4
Applicable Law. The validity, interpretation and
administration of this Plan and any rules, regulations,
determinations or decisions made hereunder, and the rights of any
and all persons having or claiming to have any interest herein or
hereunder, shall be determined exclusively in accordance with the
laws of the State of Indiana, without regard to the choice of
laws provisions hereof.
11.5 Headings. The headings in this Plan are for reference
purposes only and shall not affect the meaning or interpretation
of this Plan.
11.6 Notices. All notices or other communications made or given
pursuant to this Plan shall be in writing and shall be
sufficiently made or given if hand-delivered or mailed by
certified mail, addressed to any Non-Employee Director at the
address contained in the records of the Corporation or to the
Corporation in care of the Corporation s Secretary, 200 East
Berry Street, Fort Wayne, IN 46802-2706.
ARTICLE XII - EFFECTIVE DATE OF PLAN
12.1 Effective Date of Plan. This Plan shall become effective
on the date on which it is approved by the affirmative vote of
the holders of a majority of the votes cast by shareholders of
the Corporation present, or represented and entitled to vote, at
the next annual meeting of the shareholders of the Corporation
duly held in accordance with the laws of the State of
Indiana.
XLW/PCDocs No. 43164\2
February 12, 1997