Exhibit 10.15


 


RESTRICTED STOCK AWARD AGREEMENT


 


This
Restricted Stock Award Agreement (the “Agreement”) effective on the date of
closing of the transaction between Lincoln National Corporation (“LNC”) and
Jefferson-Pilot Corporation, is by and between LNC and                                   
(the “Grantee”), and evidences the grant, by LNC on (“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 Amended and Restated Lincoln
National Corporation Incentive Compensation Plan and any amendments thereto
(the “Plan”) and this Agreement. LNC and Grantee agree as follows:


 


1.       Number of Shares Granted.
Grantee is awarded             
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.


 


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 Stock 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 Grantee’s service with LNC and
all subsidiaries terminates prior to [        
], other than on account of death or
disability or a change in 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 pursuant to a written agreement.


 


3.       Voting
Rights. Grantee shall have voting rights on the Restricted
Shares.


 


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.


 


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).


 


6.       Compliance with the
Noncompete, Nondisclosure and Ideas Provision. This award may be
canceled by action of the Compensation Committee of the LNC Board of Directors
if Grantee fails to comply with the non-competition, nondisclosure and ideas


 

















 


provisions of the Plan. Grantee
must provide the Secretary of LNC with a certification of compliance with these
provisions (“Certification”) prior to the distribution of shares and the DER
Account once the restrictions have lapsed, unless such restrictions lapse as a
result of the Grantee’s death.


 


7.       Lapse of Restrictions.
Subject to Paragraph 6 above, the
Restrictions on the Restricted Stock shall lapse, and the Shares shall vest
fully on the earlier of the following dates:


 


(a)                                ; or


 


(b) The date on which the Compensation Committee of the LNC Board of
Directors determines the total disability of Grantee, as determined pursuant to
any applicable federal taxation rules; or


 


(c)
The date of the Grantee’s death; or


 


(d)
The date on which a Change of Control of LNC occurs as that term is defined in
the Lincoln National Corporation Executives’ Severance Benefit Plan on the day
immediately preceding such Change of Control and pursuant to any applicable
federal taxation rules.


 


Unless
the Restricted Shares have been canceled or forfeited, the Restricted Shares
shall be distributed to Grantee (or Grantee’s designee or estate) without
restrictions as soon as practicable. LNC shall create a book entry account in
the name of the Grantee, to which shares of LNC common stock representing the
Restricted Shares and the stock units credited to the Grantee’s DER Account
shall be credited. In addition, the Compensation Committee of the LNC Board of
Directors may exercise its sole discretion to defer all or a portion of such
Restricted Shares and the DER Account under the Deferred Compensation Plan if
the Grantee is a Reporting Person under Section 16(a) of the Securities
Exchange Act of 1934 and Grantee’s employer would be denied a tax deduction
under Internal Revenue Code Section 162(m) for the value of such Restricted
Shares and the DER Account.


 


8.       Tax Withholding.
Grantee must remit to the Secretary of LNC an amount equal to any tax withholding
required by federal, state, or local law on the value of the Restricted Shares
and the DER Account at such time as they are taxable to Grantee. Grantee may
elect, in accordance with procedures established by the Committee, to surrender
shares of LNC common stock (including the shares which are a part of this
award) with a fair market value on the date of surrender that satisfies all or
part of the withholding requirements.


 


IN
WITNESS WHEREOF, LNC, by its duly authorized officer has signed this Agreement
as of the effective date set out above.


 


	
   

  	
  LINCOLN
  NATIONAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Jon
  A. Boscia

  
	
   

  	
   

  	
  Chairman
  and Chief Executive Officer

  



 


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