Exhibit 10 (b)
Salary Continuation Plan for Executives of
Lincoln National Corporation and Affiliates
As Amended through August 1, 2000
Section 1. History and Effective Date. The following provisions
constitute an amendment, restatement, and continuation of the Salary
Continuation Plan for Executives of Lincoln National Corporation and
Affiliates (the "Plan").
Section 2. Purpose. The Plan was established because certain
highly-compensated employees ("Executives") have been and will be key
persons in the successful operation of the Company and other Employers.
Lincoln National Corporation (the "Company") desires (a) to assure that
it will have the benefit of the Executives' services until retirement;
and (b) after termination of service, but prior to age sixty-five (65)
years, to retain the Executive's exclusive consultative services. The
Company and each Affiliate (as defined below) which with the consent of
the Chief Executive Officer of the Company has adopted or hereafter
adopts the Plan are referred to below collectively as the "Employers"
and individually as an "Employer." The term "Affiliate" means any
corporation fifty percent (50%) or more of the voting stock of which is
owned, directly or indirectly, by the Company.
Section 3. Employees Eligible to Participate. Individuals from a
select group of highly-compensated employees shall be eligible to
participate in the Plan as determined by the Chief Executive Officer of
the Company. Such an eligible employee who participates in the Plan is
hereinafter called "Executive."
Section 4. Effective Date of Executive's Participation. The Plan shall
become effective for an Executive on the date specified in the Joinder
Agreement signed by the Executive and agreed to by the Company.
Section 5. Amount of Salary Continuation Benefit. The amount of salary
continuation benefit shall be based on two percent (2%) of the
Executive's final monthly salary multiplied by the total number of years
of participation in the Plan up to a maximum of ten percent (10%) of the
Executive's final monthly salary. An Executive's final monthly salary
shall be that monthly rate of salary which is being paid at termination
of service unless the Executive retires after age sixty-five (65) years,
in which case, the final monthly salary shall be the monthly rate of
salary which is being paid at the time the Executive attains age
sixty-five (65) years. Effective January 1, 1992, the maximum final
monthly salary used to calculate the Salary Continuation Benefit shall
be the greater of $16,667.00 and the monthly salary in effect on
December 31, 1991. Years of participation shall be counted beginning
with the effective date of an Executive's Participation as described in
Section 4. A year of participation shall be a twelve (12) month period
beginning with the Executive's effective date of participation and
ending with the day preceding the first anniversary of such effective
date. Each succeeding twelve (12) month period of service shall be
counted as a year of participation in the Plan, except that participation
in and benefit accrual under the Plan shall end on the earlier of the
date that (a) the Chief Executive Officer of the Company (or his delegate)
determines the Executive is no longer eligible to participate in the Plan
or (b) the Executive terminates employment; provided, however, that (i)
months of participation for an Executive participating in the Plan at
termination of employment shall include months (maximum of twenty-four
(24)) during which such Executive is receiving severance pay and such
period of severance is included as Hours of Service under the Lincoln
National Corporation Employees' Retirement Plan and (ii) an Executive who
does not have five full years of participation in the Plan and who retires
while participating will be granted a full year of participation for any
final partial year.
Section 6. Salary Continuation Benefits upon Retirement at or after Age
Sixty-Five (65) Years. Upon retirement at or after age sixty-five (65)
years under the Lincoln National Corporation Employees' Retirement Plan,
the Company (or the Affiliate for which the Executive last performed
services) shall pay salary continuation benefits to the Executive in the
amount calculated in Section 5.
Section 7. Salary Continuation Benefits upon Retirement prior to Age
Sixty-Five (65) Years. Upon retirement at or after age fifty-five (55)
years but before age sixty-five (65) years under the Lincoln National
Corporation Employees' Retirement Plan, the Company (or the Affiliate
for which the Executive last performed services) shall pay salary
continuation benefits to the Executive. The amount of such benefit
shall be the amount calculated in Section 5, actuarially reduced in
accordance with the following table and with such linear interpolations
as shall in the sole discretion of the Company be necessary to take
into account the exact age (including fractions) of the Executive at
the date of retirement:
Applicable Factor Applicable Factor Applicable Factor
If Executive Has At If Executive Has If Executive Has Less
Executive's Least 25 Vesting Years 20 to 25 Vesting Years Than 20 Vesting Years
Age on Date of Service Under the of Service Under the of Service Under the
Benefits Company's Employees' Company's Employees' Company's Employees'
Commence Retirement Plan Retirement Plan Retirement Plan
- -------- --------------- --------------- ---------------
65 1.00 1.00 1.00
64 1.00 .92 .91
63 1.00 .85 .83
62 1.00 .79 .75
61 .95 .74 .67
60 .90 .70 .60
59 .85 .66 .55
58 .80 .62 .50
57 .75 .58 .45
56 .69 .54 .40
55 .63 .50 .35
Section 8. Method and Duration of Payment of Benefits. Benefit
payments under Sections 6 and 7 shall be made on the first day of the
first calendar month following the date of retirement and on the first
day of each calendar month thereafter so long as the Executive shall
live; provided, however, that in no event shall the Company make less
than one hundred twenty (120) such payments, whether to the Executive
or to the Beneficiary.
Section 9. Survivor Benefits Before Retirement and Before Commencement
of Executive's Benefits. Upon his death before retirement under the
Lincoln National Corporation Employees' Retirement Plan and before
commencement of his benefits hereunder, all rights of the Executive
hereunder shall terminate except that upon receipt by the Company of
satisfactory proof of the Executive's death, his Beneficiary shall
receive a survivor benefit in accordance with the following:
(a) For Executives who signed a Joinder Agreement on or before December
31, 1991, if the Executive dies while participating in the Plan (before
termination of employment) and before attaining age sixty-five (65)
years, the survivor benefit shall equal twenty-five (25%) of the
Executive's annual salary (at the time of his death) and shall be paid
upon such receipt and thereafter on the anniversary of the Executive's
death until the later of the date on which the Executive would have
attained age sixty-five (65) years and the date as of which a total of
ten (10) such payments shall have been made. Effective January 1, 1992,
the annual salary used to calculate such benefit shall not exceed the
greater of $200,000 and the annual salary in effect on December 31,
1991;
(b) For Executives who signed a Joinder Agreement on or after January 1,
1992 and whose death occurs on or after August 1, 2000, if the
Executive's spouse (or beneficiary) is entitled to a survivor benefit
under the Lincoln National Corporation Employees' Retirement Plan, the
survivor benefit hereunder shall equal the benefit calculated in
accordance with Section 7 that would have been payable had the Executive
begun receiving his benefits hereunder on the later of the date of his
death or his fifty-fifth (55th) birthday and shall be paid on the first
day of the month following such later date and each month thereafter for
a total of one hundred twenty (120) months; or
(c) For former Executives who signed a Joinder Agreement on or after
January 1, 1992, whose death occurs on or after August 1, 2000 and who
would otherwise have been entitled to benefits under Section 14, if the
Executive's spouse (or beneficiary) is entitled to a survivor benefit
under the Lincoln National Corporation Employees' Retirement Plan, the
survivor benefit hereunder shall equal the benefit calculated in
accordance with Section 14 that would have been payable had the
Executive begun receiving his benefits hereunder on the later of the
date of his death or his fifty-fifth (55th) birthday and shall be paid
on the first day of the month following such later date and each month
thereafter for a total of one hundred twenty (120) months.
Section 10. Death Before Retirement but After Age Sixty-Five (65)
Years. If the Executive dies before retiring but after attaining age
sixty-five (65) years, all rights of the Executive hereunder shall
terminate except that, upon receipt by the Company of satisfactory proof
of the Executive's death, there shall be paid to his Beneficiary a
monthly amount calculated in accordance with Section 5, payable as of
the first day of the month after his death for an aggregate of one
hundred twenty (120) payments.
Section 11. Death After Retirement. If the Executive dies after
retiring and prior to receiving one hundred twenty (120) salary
continuation benefit payments, payments to the Beneficiary shall be
continued, if living, until combined payments to the Executive and the
Beneficiary shall total one hundred twenty (120) payments.
Section 12. Payments to an Estate. If the Executive fails to designate
a valid Beneficiary in the Joinder Agreement or if there is no
designated Beneficiary surviving the Executive, then any remaining
payments due shall be commuted and paid to the Executive's estate. If
the Beneficiary shall die after receiving one or more payments, but
before all payments have been made, any remaining payments shall be
commuted and paid to such Beneficiary's estate.
Section 13. Voluntary Termination of Service. Neither the Executive
nor any Beneficiary shall be entitled to any benefits under this Plan if
the Executive voluntarily terminates employment with the Company and
all Affiliates (a) prior to attaining age fifty-five (55) years, or (b)
after attaining age fifty-five (55) years, but prior to completing five
(5) years of participation in the Plan.
Section 14. Involuntary Termination of Service. If before qualifying
for benefits under Sections 6 or 7, the Executive involuntarily
terminates employment with the Company and all Affiliates primarily from
circumstances not within the control of the Executive, but other than by
death, disability or for cause, and if he continues to provide exclusive
consultative services after such termination of employment, his salary
continuation benefit (in the amount calculated in Section 5) shall be
paid to the Executive beginning on the first day of the first calendar
month following the date the Executive reaches age sixty-five (65) years
and on the first day each calendar month thereafter so long as the
Executive shall live; provided, however, that after payments begin at
age sixty-five (65) years, the Company (or any Affiliate) shall make no
less than one hundred twenty (120) such payments, whether to the
Executive or to his Beneficiary. Effective January 1, 1998, such an
Executive may elect to receive his salary continuation benefit beginning
on the first day of the first calendar month following the later of his
attainment of age fifty-five (55) years or his employment Termination
Date (or beginning on the first day of any month thereafter). The
amount of such benefit shall be the amount calculated in Section 5,
actuarially reduced in accordance with the appropriate factor in Section
7 for the age at which the Executive elects to commence his benefit in
the column titled "Applicable Factor if Executive has less than twenty
(20) Vesting Years of Service under the Company's Employees' Retirement
Plan." Such benefit shall be paid each month thereafter so long as the
Executive shall live; provided, however, that after payments shall have
begun, the Company (or any Affiliate) shall make no less than one
hundred twenty (120) such payments, whether to the Executive or to his
Beneficiary.
Section 15. Termination of Service After a Change In Control of the
Company. In the event of a voluntary or involuntary termination of
service of the Executive within two years subsequent to a change in
control of the Company, as defined in the LNC Executive Severance
Benefit Plan, in effect immediately preceding such change in control,
such Executive shall be treated as continuing employment with the
Company until age sixty-five (65) years, and the conditions for benefits
in Section 16, below, shall not apply.
Section 16. Conditions for Benefits. In the event of an Executive's
involuntary termination of service, all benefits as provided in this
Plan shall be forfeited if the Executive fails to act, directly or
indirectly, as an exclusive consultant to the Company until age
sixty-five (65) years; provided, however, that the Company may waive the
requirements in this Section 16 in a written document signed by its
Chief Executive Officer.
Section 17. No Right or Title to Funds. The Company shall have no
obligation to set aside, earmark, or entrust any fund, policy, or money
with which to pay any obligations under this Plan. The Executive, and
any successor in interest to him, shall be and remain simply a general
creditor of the Company with respect to any promises to pay under this
Plan in the same manner as any other creditor who has a general claim
for an unpaid liability. Neither the Executive nor any Beneficiary
shall acquire any right in or title to any funds or assets of the
Company otherwise than by and through the actual payment of the monthly
or annual payments hereunder. The Company shall not make any loans or
extend credit to an Executive which will be offset by benefits payable
under this Plan.
Section 18. Definitions and Rules of Construction. Except where the
context clearly indicates to the contrary, the following terms have the
meanings specified:
(a ) "Beneficiary" means the beneficiary or beneficiaries designated in
the Joinder Agreement by the Executive. The designation of beneficiary
by the Executive in the last Joinder Agreement executed prior to death
shall control. Payments under this Plan to the last designated beneficiary
or his estate shall relieve the Company from all responsibility to any
beneficiary designated in a prior Joinder Agreement.
(b) "Joinder Agreement" means the document agreed to by the Company by
which the Executive affirmatively demonstrates a desire to participate
in the Plan according to the terms and conditions herein and designates
a Beneficiary.
(c) The pronouns "he" and "his" include the other gender.
(d) The terms "herein," "hereof," and "hereunder" refer to the Plan in
its entirety.
(e) This Plan may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute
one and the same instrument.
(f) The headings in this Plan are for purposes of reference only and
shall not limit or otherwise affect any of the terms hereof.
(g) The Executive's Vesting Years of Service and Termination Date are as
defined in the Lincoln National Corporation Employees' Retirement Plan.
Section 19. No Assignments, etc. Neither the Executive nor a
Beneficiary, shall have power to transfer, assign, anticipate, mortgage
or otherwise encumber in advance any of the payments provided by this
Plan; nor shall said payments be subject to seizure for the payment of
any debts, judgments, alimony or separate maintenance, or be
transferable by operation of law in event of bankruptcy, insolvency or
otherwise. Upon the occurrence of any event in violation or attempted
violation of this provision, any payments thereafter payable hereunder
shall, in the sole and uncontrolled discretion of the Company, be
subject to cancellation; whereupon, the Company may, but need not, make
such payments to someone else deemed by it to be a natural object of the
bounty of the Executive, and such payments shall relieve the Company and
all Affiliates of any further or other obligation hereunder.
Section 20. Amendment, Suspension or Termination of Plan. This Plan
may be amended or terminated at any time and from time to time by the
Company without an Executive's consent, but no amendment shall operate
to give the Executive, or his Beneficiary, either directly or
indirectly, any interest whatsoever in any funds or assets of the
Company and any Affiliates, except the right upon fulfillment of all
terms and conditions hereof to receive the payments herein provided.
Likewise, no amendment, suspension or termination of this Plan shall, in
and of itself, result in the forfeiture of any salary continuation
benefit promise accrued to an Executive who is in the active employment
of the Company at such time or to an Executive who's service has been
involuntarily terminated as described in Section 14 and no amendment,
suspension or termination of this Plan shall operate to reduce or
diminish any benefit after payment of such benefit has begun.
Section 21. No Effect on Employment. This Plan shall not supersede any
other contract of employment, whether oral or in writing, between the
Company, its Affiliates and the Executive, nor shall it affect or impair
the rights and obligations of the Company and the Executive,
respectively, thereunder; and nothing contained herein shall impose any
obligation on the Company to continue the employment of the Executive.
IN WITNESS WHEREOF, the President and Chief Executive Office of the
Company has executed this amendment, restatement and continuation this
day of August 2000.
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LINCOLN NATIONAL CORPORATION
By: Jon A. Boscia
Its: President and Chief Executive Officer
Lincoln National Corporation
Salary Continuation Plan for Executives Joinder Agreement
I, , ("Executive") hereby agree to
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the terms and conditions of the Salary Continuation Plan for Executives of
Lincoln National Corporation and Affiliates (the "Plan"), as amended through
August 1, 2000, and as it may be amended thereafter, and request
participation thereunder effective as of .
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I acknowledge that the Company is under no obligation to continue the
Plan and that being a participant thereunder in no way guarantees my
employment. Until further notice, I request that any death benefits be
payable to:
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Name
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Address Relationship
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Date Signature of Executive
Lincoln National Corporation agrees to the terms and conditions of the
Plan and participation in the Plan by the Executive and acknowledges
his/her request for participation this day of
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.
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LINCOLN NATIONAL CORPORATION
By:
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Title:
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