Exhibit 10(c)
1994 AMENDED AND RESTATED
LINCOLN NATIONAL CORPORATION
EXECUTIVE VALUE SHARING PLAN
SECTION 1
General
1.1 History, Effective Date and Purpose. The LINCOLN NATIONAL CORPORATION
EXECUTIVE VALUE SHARING PLAN was established by the Lincoln National
Corporation, an Indiana corporation (the "Corporation"), effective January 1,
1992. The purpose of this 1994 AMENDED AND RESTATED LINCOLN NATIONAL CORPORATION
EXECUTIVE VALUE SHARING PLAN (the "Plan") is to make certain amendments to the
Plan, to allow Corporation shareholders to approve the Plan at the annual
shareholders' meeting of May 12, 1994, and to authorize shares of the
Corporation's Common Stock to be awarded under the Plan. The objective of the
Plan is to create rewards to participants for superior performance which
reflects corporate, business unit and individual contributions to the
corporation. The Plan is also intended to aid in the retention of key executives
by providing for the payment of awards in shares of the Corporation's restricted
stock or restricted phantom stock.
1.2 Plan Administration. The Plan shall be administered by the Compensation
Committee (the "Committee") of the Board of Directors (the "Board") of the
Corporation. In addition to those rights, duties, and powers vested in the
Committee by other provisions of the Plan, the Committee shall have sole
authority to:
(a) interpret the provisions of the Plan;
(b) adopt, amend and rescind rules and regulations for the administration
of the Plan; and
(c) make all other determinations deemed by it to be necessary or
advisable for the administration of the Plan;
provided that the Committee shall exercise its authority in accordance with the
provisions of the Plan. The Committee may not exercise its authority at any time
that it has fewer than three members. The Committee shall exercise its authority
only by a majority vote of its members at a meeting or by a writing without
meeting. Prior to the first meeting of shareholders at which members of the
Board are to be elected that occurs after July 1, 1994, the Committee shall be
composed of members of the Board who qualify as "disinterested persons" within
the meaning of Rule 16B-3(c)(2)(i) as
promulgated under the Securities Exchange Act of 1934 (the "1934 Act").
Following the date of such a meeting, however, the Committee shall be composed
solely of members of the Board who also qualify as "outside directors" within
the meaning of section 163(m)(4)(C)(i) of the Internal Revenue Code of 1986, as
amended (the "Code").
For purposes of the Performance Cycle beginning January 1, 1994, any action
taken by the Committee before April 1, 1994 shall be deemed for purposes of this
Plan to have been taken on December 31, 1993.
1.3 Applicable Laws. The Plan shall be construed and administered in
accordance with the laws of the State of Indiana to the extent that such laws
are not preempted by the laws of the United States of America.
1.4 Gender and Number. Where the context permits, words in any gender shall
include the other gender, words in the singular shall include the plural and the
plural shall include the singular.
1.5 Performance Period. The term "Performance Cycle" shall mean a
calendar-year period.
1.6 Performance Cycle. The term "Performance Cycle" generally means the
three-year period ending each December 31. Each three-year Performance Cycle
shall be composed of three Performance Periods. The Committee shall have the
discretion, however, to create Performance Cycles that are composed of one or
two Performance Periods and applicable to all or a portion of the participation
in the Plan of individuals designated by the Committee before the commencement
of such Performance Cycles.
1.7 Corporation. For purposes of Section 3 of the Plan, the Committee may
interpret the term "Corporation" to mean a Subsidiary or division of the
Corporation, and the Committee may establish separate
1.6. Amendment and Termination of Plan. The Board of Directors of LNC may
amend or terminate the Plan at any time. Amendment or termination of the Plan
shall not affect the validity or terms of any award previously made to a
Participant in any way which is adverse to the Participant without the consent
of the Participant.
SECTION 2
PLAN PARTICIPATION
2.1. Participation Designations. The Committee may, at any time,
designate any key executive, managerial, supervisory or professional employee of
LNC or of a Subsidiary (as defined below) or any person holding either an
agent`s or broker`s contract with a Subsidiary to be a Participant. The Chief
Executive Officer will always be Participant. Each Participant shall be notified
of his designation. For purposes of the Plan, the term "Subsidiary" means any
corporation at any date that LNC owns directly, or indirectly through an
unbroken chain of subsidiary corporations, stock possessing a majority of the
total combined voting power of all classes of stock of that corporation.
2.2. Participation Not Contract of Employment. The Plan does not constitute
a contract of employment. Participation in the Plan does not give any employee
the right to be retained in the employ of LNC or a Subsidiary and does not limit
in any way the right of LNC or a Subsidiary to change the duties or
responsibilities of any employee.
2.3. Withholding Taxes on Plan Benefits. LNC and the Subsidiaries shall
have the right to deduct from any cash payment made pursuant to the Plan the
amount of any tax required by law to be withheld from that payment.
SECTION 3
Plan Benefits
3.1. Performance Pools. Performance Pools shall be established by the
Committee for each Performance Cycle. Each Performance Pool shall have a
Performance Goal that measures LNC's relative performance against a peer group
of companies selected by the Committee for a Performance Cyle. Each Performance
Pool is designed to enhance cooperation between major business units of LNC and
overall productivity and efficiency of Participants for the benefit of LNC and
its shareholders.
3.2. Performance Goals. A Performance Goal shall be established in advance
of each Performance Cycle. Each Performance Goal shall measure the value
achieved for shareholders of LNC as compared to its peer group of companies. The
peer group of companies may be different for each Performance Cycle and Pool.
3.3. Benefit Levels. For each Performance Goal a hurdle rate will be
established by the Committee. The amount allocated to a Performance Pool for
achieving the hurdle rate is zero. For each Performance Cycle, the Committee
will establish the total amount to be allocated to each Performance Pool. In no
event will the total amount allocated to all
Performance Pools for any Performance Cycle exceed 15% of the increase in book
value of LNC Common Stock for a Performance Cycle.
SECTION 4
Payment of Benefits
4.1. Determination of Amount of Award. The determination of award shall be
at the end of each Performance Cycle. Awards shall be distributed to all
Participants as soon as possible after the end of the Performance Cycle (the
"Payment Date").
4.2. Payment of Award. The Committee may convert the cash value of each
Participant`s award to the equivalent number of Restricted Stock of LNC as a
Restricted Stock Award, under the terms of Section 6 of the Lincoln National
Corporation 1986 Stock Option Incentive Plan or its successor. The conversion of
the award to Restricted Stock shall be based on the Fair Market Value of LNC's
Common Stock as of the close of the business day immediately preceding January
1, February 1, and March 1 of next succeding Performance Cycle. These Fair
Market Values shall be averaged to determine the price of a share of LNC's
Common Stock for that prior Performance Cycle (the "19XX Stock Price") "Fair
Market Value" means the average of the highest and lowest prices of a share of
stock, as quoted on the composite transactions table covering transactions on
the New York Stock Exchange, on the first date that the stock was traded on that
Exchange which next precedes the date as of which the determination is being
made. Any amount which is not converted to a Restricted Stock Award shall be
paid to the Participant in cash.
4.3. Exclusion. No Participant whose personal performance is judged to be
less than "competent" by the Committee, who voluntarily terminates employment
(other than on account of death, disability, retirement, or a resignation by
mutual agreement) or who is discharged for gross misconduct shall be paid or due
an award.
4.4 Termination of Employment. If a Participant leaves the employ of LNC
and all of its affiliates during a Performance Cycle the guidelines below shall
be followed:
(a) Retirement. If the Participant retires during a Performance Cycle,
the Participant will be awarded a Performance Award on the Payment Date
multiplied by the percentage of that Performance Cycle during which he was an
employee and a Participant.
(b) Disability. If the Participant`s employment terminates
during a Performance Cycle because he is disabled (as defined in the Lincoln
National Corporation Employees` Retirement Plan), any award on account of
participation during a noncompleted Performance Cycle is in the discretion of
the Committee.
(c) Death. In the event of death of a Participant, any award on
account of participation during a noncompleted Performance Cycle is in the
discretion of the Committee. Payments under the Plan in the event of a
Participant's death shall be made in accordance with a writing filed with the
Committee, or if no writing is filed, to the Participant's estate for
disposition under the terms of the Participant's will or by the laws of descent
and distribution.
(d) Termination After a Change in Control. In the event of a change of
control of LNC, as defined for purposes of the Lincoln National Corporation
Executives` Severance Benefit Plan (as in effect immediately prior to such
change of control), any Participant who terminates employment with LNC and all
of its subsidiaries within the Performance Cycle in which the change of control
occurs shall be deemed to have retired in that year under paragraph (a) above
and paragraph (e) below shall not apply.
(e) Other Termination. If a Participant`s employment with LNC and all
of its subsidiaries terminates other than for reasons described in (a), (b), (c)
and (d) above, no award shall be payable with respect to a noncompleted
Performance Cycle.
4.5. Effect on Other Employee Benefits. Benefits under the Plan will have
no effect on the level of employee benefits or other forms of noncash
compensation that are salary based.
SECTION 5
Employee`s Rights or Title to Funds
5.1. The Plan is deemed to be an unfunded plan and no Employer has any
obligation to set aside, earmark, or entrust any fund, policy, or money with
which to pay any obligations under the Plan.
5.2. The amount of any benefit payable under the Plan with respect to any
Participant shall be paid from the general revenues of LNC.
5.3. Any Participant or beneficiary shall be and remain a general creditor
of LNC with respect to any promises to pay under the Plan in the
same manner as any other creditor who has a general claim for an unpaid
liability.