ex10-1.htm


    EXHIBIT
      10.1

    


    AMENDED
      AND RESTATED

    DELAWARE
      INVESTMENTS U.S., INC.

    INCENTIVE
      COMPENSATION PLAN

    Effective
      November 5, 2007

    


    


    1.         Purpose.  The
      purpose of this Amended and Restated Delaware Investments U.S., Inc. Incentive
      Compensation Plan (the “Plan”), which was formerly known as the “Delaware
      Investments U.S., Inc. Stock Option Plan,” is to assist Delaware Management
      Holdings, Inc., a Delaware corporation (the
“Corporation”), and its subsidiaries in attracting, retaining, and rewarding
      high-quality executives, investment professionals, employees, and other persons
      who provide services to the Corporation and/or its subsidiaries, enabling such
      persons to acquire or increase a proprietary interest in the Corporation in
      order to strengthen the mutuality of interests between such persons and the
      Corporation’s stockholders, and providing such persons with annual and long-term
      performance incentives to expend their maximum efforts in the creation of
      shareholder value.  This Plan amends, restates, succeeds and replaces
      the DIUS Stock Option Plan, originally effective January 1, 2001.

    


    2.         Definitions.  For
      purposes of the Plan, the following terms shall be defined as set forth below,
      in addition to such terms defined in Section 1 hereof:

    


    (a)         “Award”
      means any Option, SAR (including Limited SAR), Restricted Stock or Restricted
      Stock Unit, including Stock issuable pursuant to the foregoing, together with
      any other right or interest granted to a Participant under the
      Plan.

    


    (b)         “Beneficiary”
      means the person, persons, trust or trusts who or which have been designated
      by
      a Participant in his or her most recent written beneficiary designation filed
      with the Corporation to receive the benefits specified under the Plan upon
      such
      Participant’s death or to which Awards are transferred if and to the extent
      permitted under Section 8(b) hereof.  If, upon a
      Participant’s death, there is no designated Beneficiary or surviving designated
      Beneficiary, then the term Beneficiary means the person, persons, trust or
      trusts entitled by will or the laws of descent and distribution to receive
      such
      benefits.

    


    (c)         “Change
      of Control” means (i) with respect to Lincoln, a change of control of Lincoln
      within the meaning of the Lincoln National Corporation Executive Severance
      Benefit Plan, and (ii) with respect to DIUS or the Corporation (as the case
      may
      be), the consummation of (a) a transaction after which neither Lincoln (or
      any
      successor corporation to Lincoln following a merger of Lincoln with another
      corporation, which merger is not a Change of Control of Lincoln) nor any of
      its
      subsidiaries continues to be the beneficial owner of more than 50% of the
      combined voting power of the then outstanding securities of DIUS, or the
      Corporation (as the case may be) or (b) the sale or transfer of all or
      substantially all of DIUS’s, or the Corporation’s (as the case may be), business
      or assets to an entity other than Lincoln (or any successor corporation to
      Lincoln following a merger of Lincoln with another corporation, which merger
      is
      not a Change of Control of Lincoln) or one of its subsidiaries.

     

     

    
      
         

      

      
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    (d)         “Change
      of Control Price” means an amount in cash equal to the higher of (i) the amount
      of cash and fair market value of property that is the highest price per share
      paid (including extraordinary dividends) in any transaction triggering the
      Change of Control or any liquidation of shares following a sale of substantially
      all assets of the Corporation, or (ii) the Fair Market Value per share
      determined as of a Valuation Date occurring at any time during the 60-day period
      preceding and 60-day period following the Change of Control.

    


    (e)         “Code”
      means the Internal Revenue Code of 1986, as amended from time to time, including
      regulations thereunder and successor provisions and regulations
      thereto.

    


    (f)         “Committee”
      means the Compensation Committee of the Board of Directors of
      Lincoln.

    


    (g)          “DIUS”
      means Delaware Investments U.S., Inc.

    


    (h)         “Effective
      Date” means November 5, 2007.

    


    (i)                 “Eligible
      Person” means each Executive Officer and other officers and employees of the
      Corporation or of any subsidiary, including employees, agents and brokers who
      may also be directors of the Corporation.  An employee on leave of
      absence may be considered as still in the employ of the Corporation or a
      subsidiary for purposes of eligibility for participation in the
      Plan.

     

    


    (j)         “Exchange
      Act” means the Securities Exchange Act of 1934, as amended from time to time,
      including rules thereunder and successor provisions and rules
      thereto.

    


    (k)         “Executive
      Officer” means an executive officer of the Corporation as defined under the
      Exchange Act.

    


    (l)         “Fair
      Market Value” means the fair market value of Stock as determined by the outside
      appraiser(s), who is (are) selected by the President of the Corporation with
      the
      approval of the Chief Financial Officer of Lincoln and who is (are) not the
      outside auditor for the Corporation or for Lincoln, applying the principles
      set
      forth in Appendix A.

    


    (m)                 “Incentive
      Stock Option” or “ISO” means any Option intended to be and designated as an
      incentive stock option within the meaning of Code Section 422 or any successor
      provision thereto.

    


    (n)         “Lincoln”
      means Lincoln National Corporation.

    


    (o)         “Option”
      means a right, granted to a Participant under Section 6(b) hereof, to purchase
      Stock at a specified price during specified time periods.

    


    (p)         “Participant”
      means an Eligible Person who has been granted an Award under the Plan that
      remains outstanding, including a person who is no longer an Eligible
      Person.

     

     

     

     

    
      
         

      

      
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    (q)         “Restricted
      Stock” means Stock granted to a Participant under Section 6(d)
      hereof.

    


    (r)         “Restricted
      Stock Unit” or “RSU” means a right to receive Stock, cash or a combination
      thereof, granted to a Participant under Section 6(e) hereof.

    


    (s)         “Stock”
      means the common stock of DIUS, and such other securities as may be substituted
      (or resubstituted) for Stock pursuant to Section 8(c) hereof.

    


    (t)         “Stock
      Appreciation Right” or “SAR” means a right granted to a Participant pursuant to
      Section 6(c) hereof.

    


    (u)                 “Valuation
      Date” means any date as of which the Fair Market Value of Stock is
      determined.  Unless the Committee reasonably concludes that no purpose
      under the Plan would be served by determining Fair Market Value as of such
      a
      date, (1) each March 31, June 30, September 30 and each December 31, (2) any
      date on which a Change of Control occurs, and (3) any other date as the
      Committee in its sole discretion may determine is appropriate for the proper
      administration of the Plan will be a Valuation Date.

     

    


    3.         Administration.

    


    (a)         Authority
      of the Committee.  The Plan shall be administered by the
      Committee. The Committee shall have full and final authority,
      in each case subject to and consistent with the provisions of the Plan, to
      interpret the provisions of the Plan, select Eligible Persons to become
      Participants, grant Awards, determine the type, number and other terms and
      conditions (including, but not limited to, any Stock ownership requirements
      that
      may be a condition of an Award), and all other matters relating to, Awards,
      prescribe Award agreements (which need not be identical for each Participant),
      adopt, amend and rescind rules and regulations for the administration of the
      Plan, construe and interpret the Plan and Award agreements and correct defects
      and ambiguities, supply omissions or reconcile inconsistencies therein, and
      make
      all other decisions and determinations as the Committee may deem necessary
      or
      advisable for the administration of the Plan.

    


    (b)         Manner
      of Exercise of Committee Authority.  Any action of the Committee
      shall be final, conclusive and binding on all persons, including the
      Corporation, its subsidiaries, Participants, Beneficiaries, transferees under
      Section 8(b) hereof or other persons claiming rights
      from or through a Participant, and stockholders.  The Committee shall
      exercise its authority only by a majority vote of its members at a meeting
      or
      without a meeting by a writing signed by a majority of its
      members.  The express grant of any specific power to the Committee,
      and the taking of any action by the Committee, shall not be construed as
      limiting any power or authority of the Committee.  The Committee may
      delegate to officers or managers of the Corporation or any subsidiary, or
      committees thereof, the authority, subject to such terms as the Committee shall
      determine, to grant Awards under the Plan or perform administrative functions
      to
      the extent permitted under applicable law.  The Committee may appoint
      agents to assist it in administering the Plan.

    


    (c)         Limitation
      of Liability.  The Committee and each member thereof shall be
      entitled, in good faith, to rely or act upon any report or other information
      furnished to it, him or her by any Executive Officer, other officer or employee
      of the Corporation or a subsidiary, the Corporation’s independent auditors,
      consultants or any other agents assisting in the administration of the
      Plan.  Members of the Committee and any officer or employee of the
      Corporation or a subsidiary acting at the direction or on behalf of the
      Committee shall not be personally liable for any action or determination taken
      or made in good faith with respect to the Plan, and shall, to the extent
      permitted by law, be fully indemnified and protected by the Corporation with
      respect to any such action or determination.

     

     

    
      
         

      

      
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    4.         Stock
      Subject to Plan.

    


    (a)         Overall
      Number of Shares Available for Delivery.  Subject to adjustment
      as provided in Section 8(c) hereof, the total number of shares of Stock
      reserved and available for delivery in connection with Awards under the Plan
      shall be 2,500,000; provided, however, that the total number of shares of Stock
      with respect to which ISOs may be granted shall not exceed
      1,000,000.  Any shares of Stock delivered under the Plan shall consist
      of authorized shares.

    


    (b)         Application
      of Limitation to Grants of Awards.  No Award may be granted if
      the number of shares of Stock to be delivered in connection with such Award
      or,
      in the case of an Award measured solely by the increase in value of shares
      of
      stock settleable only in cash (such as cash-only SARs), the number of shares
      to
      which the Award relates, exceeds the number of shares of Stock remaining
      available under the Plan minus the number of shares of Stock issuable in
      settlement of or relating to then-outstanding Awards.  The Committee
      may adopt reasonable counting procedures to ensure appropriate counting, avoid
      double counting and make adjustments if the number of shares of Stock actually
      delivered differs from the number of shares previously counted in connection
      with an Award.

    


    (c)         Availability
      of Shares Not Delivered under Awards.  Shares of Stock subject to
      an Award under the Plan (i) which Award is canceled, expired, forfeited, settled
      in cash or otherwise terminated without a delivery of shares to the Participant,
      including the number of shares surrendered in payment of any taxes relating
      to
      any Award, or (ii) which shares are repurchased by the Corporation pursuant
      to
      Section 4(d), 4(e) or 7(b) hereof will again be available for Awards under
      the
      Plan, except that if any such shares could not again be available for Awards
      to
      a particular Participant under any applicable law or regulation, such shares
      shall be available exclusively for Awards to Participants who are not subject
      to
      such limitation.

    


    (d)         Call
      Feature.  Upon or after a Participant’s (or Stock holder’s)
      termination of employment with the Corporation and all its affiliates, the
      Corporation or DIUS may call all shares of Stock held by the Participant (or
      Stock holder).  In addition, the Committee may, in its sole
      discretion, require the Corporation or DIUS to call shares of
      Stock.  Subject to the following sentence, called shares of Stock will
      be reacquired by the Corporation or DIUS as soon as practicable after the call
      for an amount per share equal to (1) the Fair Market Value of a share as of
      the
      Valuation Date immediately preceding the date of the call if the call occurs
      before the expiration of the period after the Valuation Date during which the
      shares may be put to the Corporation or DIUS (in accordance with Section 4(e)
      below), or (2) the Fair Market Value of a share as of the Valuation Date
      following the date of the call if the call occurs after the expiration of the
      period after the preceding Valuation Date during which the shares may be put
      to
      the Corporation or DIUS (in accordance with Section 4(e)
      below).  However, in the case of an outstanding share acquired as the
      result of the exercise of an Option occurring prior to November 8, 2006, the
      Corporation or DIUS will pay to such Stock holder the Fair Market Value of such
      share determined as of the immediately preceding Valuation Date, less
      $11.31.  In the case of an outstanding share acquired as the result of
      the exercise of an Option occurring after November 8, 2006 but prior to November
      5, 2007, the Corporation or DIUS will pay to such Stock holder the Fair Market
      Value of such share determined as of the immediately preceding Valuation Date,
      plus $7.57.

     

     

    
      
         

      

      
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    Notwithstanding
      the foregoing, (1) shares that have been held for six months or less as of
      the
      date of a call will not be called as of that date, but will be called on the
      date as of which the Stock holder has held the shares for six months and one
      day
      for an amount equal to the amount determined in accordance with the preceding
      paragraph, and (2) the Corporation or DIUS may, in the sole discretion of the
      Committee, delay calling shares held by a Stock holder for less than one year
      until the day after the first anniversary of the date on which the Stock holder
      acquired such shares, in which case the shares will be reacquired by the
      Corporation or DIUS for an amount determined in accordance with the preceding
      paragraph.  Shares called other than in connection with termination of
      employment will be called from each holder of Stock in proportion to the
      holder’s total Stock holdings.

    


    (e)         Put
      Option.  An individual who has acquired shares upon the exercise
      of an Option or otherwise pursuant to the grant or settlement of an Award and
      has held those shares for more than six months may put the shares back to the
      Corporation (or, if directed by the Corporation, to DIUS), Shares may be put
      to
      the Corporation (or, if directed by the Corporation, to DIUS) only during the
      15-day period beginning on the date on which valuation results are communicated
      to Stock holders, and the Corporation (or, if directed by the Corporation,
      DIUS)
      will pay to the Stock holder the Fair Market Value determined as of the
      immediately preceding Valuation Date.  Notwithstanding the foregoing,
      the length of the put period beginning on the date on which valuation results
      are communicated to Stock holders may be modified by the Committee or the
      Corporation provided that the change in put period does not represent a material
      and adverse change affecting the Stock holders.  Further, the
      President of the Corporation may, in his or her complete discretion, announce
      additional terms and conditions (including, but not limited to Stock ownership
      requirements, which additional terms and conditions may be outside of a
      Participant’s original Award documentation) that must be met before a
      Participant can exercise the put option.  In addition, in the case of
      an outstanding share acquired as the result of the exercise of an Option
      occurring prior to November 8, 2006, the Corporation or DIUS will pay to such
      Stock holder the Fair Market Value of such share determined as of the
      immediately preceding Valuation Date, less $11.31.  In the case of an
      outstanding share acquired as the result of the exercise of an Option occurring
      after November 8, 2006 and prior to November 5, 2007, the Corporation or DIUS
      will pay to such Stock holder the Fair Market Value of such share determined
      as
      of the immediately preceding Valuation Date, plus $7.57.

    


    At
      the
      Corporation’s sole discretion, the amount the Corporation is required to pay
      pursuant to the preceding sentence may be paid in (i) cash, (ii) a promissory
      note (in substantially the form of the note attached hereto as Appendix B)
      that
      requires payment over a period not to exceed five years with interest each
      year
      at a rate equal to the rate paid on Treasury notes of similar term and similar
      subordination plus the increment over that rate paid on borrowings of similar
      term and similar subordination by Lincoln with such note to be guaranteed by
      Lincoln (with a guaranty in substantially the form of the agreement attached
      hereto as Appendix C), (iii) freely tradable shares of common stock of Lincoln
      having a market value on the date of transfer to the employee equal to the
      amount payable to the employee, or (iv) any combination of (i) and (ii) or
      (i)
      and (iii).

     

     

    
      
         

      

      
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    5.         Eligibility.  Awards
      may be granted under the Plan only to Eligible Persons.

    


    6.         Terms
      of Awards.

    


    (a)         General.  Awards
      may be granted on the terms and conditions set forth in this
      Section 6.  In addition, the Committee may impose on any Award or
      the exercise thereof, at the date of grant or thereafter (subject to
      Section 8(e) and the provisos therein), such additional terms and
      conditions, not inconsistent with the provisions of the Plan, as the Committee
      shall determine, including terms requiring forfeiture of Awards in the event
      of
      termination of employment by the Participant, terms permitting a Participant
      to
      make elections relating to his or her Award and such other terms (including,
      but
      not limited to, Stock ownership requirements) that are a condition of an
      Award.  The Committee shall (subject to Section 8(e) and the provisos
      therein) retain full power and discretion to accelerate, waive or modify, at
      any
      time, any term or condition of an Award that is not mandatory under the
      Plan.  Except in cases in which the Committee is authorized to require
      other forms of consideration under the Plan, or to the extent other forms of
      consideration must be paid to satisfy the requirements of Delaware law, no
      consideration other than services may be required for the grant (but not the
      exercise) of any Award.

    


    (b)         Options.  The
      Committee is authorized to grant Options to Participants on the following terms
      and conditions:

    


    (i)         Exercise
      Price.  The exercise price per share of Stock purchasable under
      an Option shall be determined by the Committee, provided that such exercise
      price shall be not less than the Fair Market Value of a share of Stock on the
      date of grant of such Option.

    


    (ii)         Time
      and Method of Exercise.  The Committee shall determine, at the
      date of grant or thereafter, the time or times at which or the circumstances
      under which an Option may be exercised in whole or in part (including based
      on
      completion of future service requirements), the methods by which such exercise
      price may be paid or deemed to be paid, the form of such payment, including,
      without limitation, cash, Stock (including Stock acquired in connection with
      the
      exercise of an Option) or through a cashless exercise procedure, and the methods
      by or forms in which Stock will be delivered or deemed to be delivered to
      Participants.

    


    (iii)                 ISOs.  The
      terms of any ISO granted under the Plan shall comply in all respects with the
      provisions of Code Section 422.  Anything in the Plan to the contrary
      notwithstanding, no term of the Plan relating to ISOs shall be interpreted,
      amended or altered, nor shall any discretion or authority granted under the
      Plan
      be exercised, so as to disqualify either the Plan or any ISO under Code Section
      422, unless the Participant has first requested the change that will result
      in
      such disqualification.

     

     

     

    
      
         

      

      
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    (iv)                 Term
      of Options.  The term of each Option shall be for such period as
      may be determined by the Committee; provided that in no event shall the term
      of
      any Option exceed a period of ten years (or such shorter term as may be
      required in respect of an ISO under Code Section 422).

    


    (c)         Stock
      Appreciation Rights.  The Committee is authorized to grant SARs to
      Participants on the following terms and conditions:

    


    (i)         Right
      to Payment.  A SAR shall confer on the Participant to whom it is
      granted a right to receive, upon exercise thereof, the excess of (A) the Fair
      Market Value of one share of Stock on the date of exercise over (B) the grant
      price of the SAR as determined by the Committee.  The grant price of a
      SAR shall not be less than the Fair Market Value of a share of Stock on the
      date
      of grant of such SAR.

    


    (ii)         Other
      Terms.  The Committee shall determine, at the date of grant or
      thereafter, the time or times at which and the circumstances under which a
      SAR
      may be exercised in whole or in part (including, without limitation, based
      on
      achievement of performance goals and/or future service requirements), the method
      of exercise, method of settlement, form of consideration payable in settlement,
      method by or forms in which any Stock payable will be delivered or deemed to
      be
      delivered to Participants, whether or not a SAR shall be in tandem or in
      combination with any other Award, and any other terms and conditions of any
      SAR.  Limited SARs that may only be exercised in connection with a
      Change of Control or other events as specified by the Committee may be granted
      on such terms, not inconsistent with this Section 6(c), as the Committee may
      determine.  SARs and Limited SARs may be either freestanding or in
      tandem with other Awards.

    


    (d)         Restricted
      Stock.  The Committee is authorized to grant Restricted Stock to
      Participants on the following terms and conditions:

    


    (i)         Grant
      and Restrictions.  Restricted Stock shall be subject to such
      restrictions on transferability, risk of forfeiture and other restrictions,
      if
      any, as the Committee may impose, which restrictions may lapse separately or
      in
      combination at such times, under such circumstances (including, without
      limitation, based on achievement of performance goals and/or future service
      requirements), in such installments or otherwise, as the Committee may determine
      at the date of grant or thereafter.  Except to the extent restricted
      under any Award agreement relating to the Restricted Stock, a Participant
      granted Restricted Stock shall have the rights of a shareholder, including
      the
      right to vote the Restricted Stock and the right to receive dividends thereon
      (subject to any mandatory reinvestment or other requirement imposed by the
      Committee or President as provided herein). During the restricted period
      applicable to the Restricted Stock, subject to Section 8(b) below, the
      Restricted Stock may not be sold, transferred, pledged, hypothecated, margined
      or otherwise encumbered by the Participant.

    


    (ii)         Forfeiture.  Except
      as otherwise determined by the Committee, upon termination of employment during
      the applicable restriction period, Restricted Stock that is at that time subject
      to restrictions shall be forfeited; provided that the Committee may, in its
      discretion, in any individual case provide for waiver in whole or in part of
      restrictions or forfeiture conditions relating to Restricted
      Stock.

     

     

    
      
         

      

      
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    (iii)                 Certificates
      for Stock.  Restricted Stock granted under the Plan may be
      uncertificated and shall be evidenced in such manner as the Committee or the
      Corporation shall determine.  If certificates representing Restricted
      Stock are registered in the name of the Participant, the Committee may require
      that such certificates bear an appropriate legend referring to the terms,
      conditions and restrictions applicable to such Restricted Stock, that DIUS
      retain physical possession of the certificates, and that the Participant deliver
      a stock power to DIUS, endorsed in blank, relating to the Restricted
      Stock.

    


    (iv)                 Dividends
      and Splits.  As a condition to the grant of an Award of
      Restricted Stock, the Committee may require that any cash dividends paid on
      a
      share of Restricted Stock be automatically reinvested in additional shares
      of
      Restricted Stock or applied to the purchase of additional Awards under the
      Plan.  Unless otherwise determined by the Committee, Stock distributed
      in connection with a Stock split or Stock dividend, and other property
      distributed as a dividend, shall be subject to restrictions and a risk of
      forfeiture to the same extent as the Restricted Stock with respect to which
      such
      Stock or other property has been distributed.

    


    (e)         Restricted
      Stock Units (“RSUs”).  The Committee is authorized to grant RSUs
      to Participants on the following terms and conditions:

    


    (i)         Grant
      and Restrictions.  The Committee shall determine the number of
      RSUs to be awarded to a Participant pursuant to an Award.  RSUs shall
      be settled in Stock only.  RSUs shall be subject to such restrictions
      on transferability, risk of forfeiture and other restrictions, if any, as the
      Committee may impose, which restrictions may lapse separately or in combination
      at such times and under such circumstances (including based on achievement
      of
      performance goals and/or future service requirements), in installments or
      otherwise, as the Committee may determine at the date of grant or
      thereafter.  A Participant who is granted RSUs shall not have any of
      the rights of a shareholder, including the right to vote Stock or the right
      to
      receive dividends thereon prior to any actual issuance of Stock in settlement
      of
      the RSUs.  During the restricted period applicable to the RSUs,
      subject to Section 8(b) below, RSUs may not be sold, transferred, pledged,
      hypothecated, margined or otherwise encumbered by the Participant.

    


    (ii)         Forfeiture.  Except
      as otherwise determined by the Committee, upon termination of employment during
      the applicable restriction period, RSUs that are at that time subject to
      restrictions shall be forfeited; provided that the Committee may, in its
      discretion, in any individual case provide for waiver in whole or in part of
      restrictions or forfeiture conditions relating to
      RSU.

    


    (iii)         Certificates
      for Stock.  RSUs shall always be settled in
      Stock.  Shares of such Stock may be uncertificated and shall be
      evidenced in such manner as the Committee or the Corporation shall
      determine.

     

     

     

    
      
         

      

      
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    (f)         Cancellation
      and Rescission of Awards.  Unless the Award agreement specifies
      otherwise, the Committee may cancel any outstanding Award at any time, and
      the
      Corporation shall have the additional rights set forth in Section 6(f)(iv)
      below, if the Participant is not in compliance with all applicable provisions
      of
      the Award agreement and the Plan including the following
      conditions:

    


    (i)  A
      Participant shall not render services for any organization or engage directly
      or
      indirectly in any business which, in the judgment of the President of the
      Corporation or other senior officer designated by the Committee, is or becomes
      competitive with the Corporation.  For Participants whose employment
      has terminated, the judgment of the President or other senior officer designated
      by the Committee shall be based on the Participant’s position and
      responsibilities while employed by the Corporation, the Participant’s
      post-employment responsibilities and position with the other organization or
      business, the extent of past, current and potential competition or conflict
      between the Corporation and the other organization or business, the effect
      on
      the Corporation’s shareholders, customers, suppliers and competitors of the
      Participant assuming the post-employment position and such other considerations
      as are deemed relevant given the applicable facts and
      circumstances.  A Participant shall be free, however, to purchase as
      an investment or otherwise, stock or other securities of such organization
      or
      business so long as they are listed upon a recognized securities exchange or
      traded over-the-counter, and such investment does not represent a greater than
      five percent equity interest in the organization or business.

    


    (ii)  A
      Participant shall not, without prior written authorization from the Corporation,
      disclose to anyone outside the Corporation, or use in other than the
      Corporation’s business, any confidential information or material relating to the
      business of the Corporation that is acquired by the Participant either during
      or
      after employment with the Corporation.

    


    (iii)  A
      Participant shall disclose promptly and assign to the Corporation all right,
      title, and interest in any invention or idea, patentable or not, made or
      conceived by the Participant during employment by the Corporation, relating
      in
      any manner to the actual or anticipated business, research or development work
      of the Corporation and shall do anything reasonably necessary to enable the
      Corporation to secure a patent where appropriate in the United States and in
      foreign countries.

    


    (iv)  Upon
      exercise, settlement, payment or delivery pursuant to an Award, the Participant
      shall certify on a form acceptable to the Committee that he or she is in
      compliance with the terms and conditions of the Plan.  Failure to
      comply with the provisions of this Section 6(f) prior to, or during the six
      months after, any exercise, payment or delivery pursuant to an Award shall
      cause
      such exercise, payment or delivery to be rescinded. The Corporation shall notify
      the Participant in writing of any such rescission within two years after such
      exercise, payment or delivery; provided, however, that the Corporation may,
      in
      its discretion, in any individual case provide for waiver in whole or in part
      of
      compliance with the provisions of this Section 6(f).  Within ten days
      after receiving such a notice from the Corporation, the Participant shall pay
      to
      the Corporation the amount of any gain realized or payment received as a result
      of the rescinded exercise, payment or delivery pursuant to an
      Award.  Such payment shall be made either in cash or by returning to
      the Corporation the number of shares of Stock that the Participant received
      in
      connection with the rescinded exercise, payment or delivery.  In the
      case of any Participant whose employment is terminated by the Corporation and
      its subsidiaries without “cause” (as defined in the Award agreement), however, a
      failure of the Participant to comply with the provisions of Section 6(f)(i)
      after such termination of employment shall not in itself cause rescission or
      require repayment with respect to any Award exercised, paid or delivered before
      such termination.

     

     

    
      
         

      

      
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    7.        Change
      of Control.  Unless otherwise provided in the Award
      agreement:

    


    (a)  In
      the event of a Change of Control of Lincoln, (i) any Award of an Option or
      SAR
      carrying a right to exercise that was not previously exercisable and vested
      shall become fully exercisable and vested as of the time of the Change of
      Control of Lincoln and shall remain exercisable and vested for the balance
      of
      the stated term of such Award without regard to any termination of employment
      by
      the Participant, subject only to applicable restrictions set forth in Section
      8(a) hereof and (ii) any restrictions and forfeiture
      conditions applicable to any RSU or Restricted Stock granted under the Plan
      shall lapse and such Award shall be deemed fully vested as of the time of the
      Change in Control, except to the extent of any waiver by the Participant and
      subject to applicable restrictions set forth in Section 8(a) hereof, provided
      that a Change of Control shall not accelerate payment of any such fully vested
      Award that is subject to Code Section 409A unless such Change of Control also
      qualifies as a "change in control event" as described under Code Section
      409A(a)(2)(A)(v).

    


    (b)  In
      the event of a Change
      of Control of the Corporation or DIUS that occurs within one year after shares
      are called in accordance with the provisions of Section 4(d) from an individual
      other than an individual from whom the shares are called as a result of the
      individual’s termination of employment, the individual will receive a payment
      equal to the excess, if any, of the Change of Control Price over the amount
      paid
      for a share of Stock pursuant to the call, multiplied by the number of shares
      called from the individual. In the event that a Change of Control of DIUS occurs
      in connection with a Change of Control of the Corporation in which the Change
      of
      Control Price is set in a manner that does not indicate a specific Change of
      Control Price for DIUS, such an individual will receive a payment equal to
      the
      excess, if any, of the Fair Market Value of the Stock as determined on the
      most
      recent Valuation Date on or before the Change in Control of DIUS over the amount
      paid for a share of stock pursuant to the call, multiplied by the number of
      shares called from the individual.  Any such payment under this
      Section shall be paid in a lump sum as soon as practicable after the Change
      of
      Control, but in no event later than thirty (30) days after the Change of
      Control.

    


    8.         General
      Provisions.

    


    (a)         Compliance
      with Legal and Other Requirements.  The Corporation may, to the
      extent deemed necessary or advisable by the Committee, postpone the issuance
      or
      delivery of Stock or payment of other benefits under any Award until completion
      of such registration or qualification of such Stock or other required action
      under any federal or state law, rule or regulation, listing or other required
      action with respect to any stock exchange or automated quotation system upon
      which the Stock or other securities of the Corporation may in the future be
      listed or quoted, or compliance with any other obligation of the Corporation,
      as
      the Committee may consider appropriate, and may require any Participant to
      make
      such representations, furnish such information and comply with or be subject
      to
      such other conditions as it may consider appropriate in connection with the
      issuance or delivery of Stock or payment of other benefits in compliance with
      applicable laws, rules, and regulations, listing requirements, or other
      obligations.  The foregoing notwithstanding, in connection with a
      Change of Control, the Corporation shall take or cause to be taken no action,
      and shall undertake or permit to arise no legal or contractual obligation,
      that
      results or would result in any postponement of the issuance or delivery of
      Stock
      or payment of benefits under any Award or the imposition of any other conditions
      on such issuance, delivery or payment, to the extent that such postponement
      or
      other condition would represent a greater burden on a Participant than existed
      on the 90th day preceding the Change of Control.

     

     

     

    
      
         

      

      
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    (b)         Limits
      on Transferability; Beneficiaries.  No Award or other right or
      interest of a Participant under the Plan shall be pledged, hypothecated or
      otherwise encumbered or subject to any lien, obligation or liability of such
      Participant to any party (other than the Corporation or a subsidiary), or
      assigned or transferred by such Participant otherwise than by will or the laws
      of descent and distribution or to a Beneficiary upon the death of a Participant,
      and such Awards or rights that may be exercisable shall be exercised during
      the
      lifetime of the Participant only by the Participant or his or her guardian
      or
      legal representative, except that Awards and other rights (other than ISOs
      and
      SARs in tandem therewith) may be transferred to one or more Beneficiaries or
      other transferees during the lifetime of the Participant, and may be exercised
      by such transferees in accordance with the terms of such Option, but only if
      and
      to the extent such transfers are permitted by the Committee pursuant to the
      express terms of an Award agreement (subject to any terms and conditions which
      the Committee may impose thereon).  A Beneficiary, transferee, or
      other person claiming any rights under the Plan from or through any Participant
      shall be subject to all terms and conditions of the Plan and any Award agreement
      applicable to such Participant, except as otherwise determined by the Committee,
      and to any additional terms and conditions deemed necessary or appropriate
      by
      the Committee.

    


    (c)         Adjustments.  In
      the event that any dividend or other distribution (whether in the form of cash,
      Stock, or other property), recapitalization, forward or reverse split,
      reorganization, merger, acquisition, consolidation, spin-off, combination,
      repurchase, share exchange, liquidation, non-reciprocal inter-company
      transaction, dissolution or other similar corporate transaction or event
      (including a material change in intercompany pricing methodologies) affects
      the
      Stock such that an adjustment to outstanding Awards or the number of shares
      of
      Stock held by a Participant or Stock holder is required to preserve (or prevent
      enlargement of) the benefits or potential benefits intended at the time of
      grant, then in such manner as the Committee deems equitable, an appropriate
      adjustment must be made to any or all of (i) the number and kind of shares
      of
      Stock (or other securities substituted for Stock as the Committee determines)
      held by a Participant or Stock holder, (ii) the number and kind of shares of
      Stock (or other securities substituted for Stock as the Committee determines)
      which may be delivered in connection with Awards granted thereafter, (iii)
      the
      number and kind of shares of Stock (or other securities substituted for Stock
      as
      the Committee determines) subject to or deliverable in respect of outstanding
      Awards and (iv) the exercise price, grant price or purchase price relating
      to
      any Award and/or the Committee shall make provision for payment of cash or
      other
      property in respect of any outstanding Award.  In determining the
      appropriate adjustment to be made, the Committee may take into account such
      factors as it deems appropriate, including (x) the restrictions of applicable
      law, (y) the potential tax consequences of an adjustment and (z) the possibility
      that some Participants might receive an adjustment or a distribution of some
      other benefit that is unintended, and in light of certain factors or
      circumstances may make adjustments that are not uniform or proportionate among
      outstanding Awards, modify vesting dates, defer the delivery shares of Stock
      or
      make other equitable adjustments.  Any such adjustments shall also
      apply to Stock held by a Participant or Stock holder that was acquired pursuant
      to the exercise, payment, settlement or vesting of an Award.  Any such
      adjustments to outstanding Awards or the number of shares of Stock held by
      a
      Participant or Stock holder will be effected in a manner that precludes
      enlargement of rights and benefits under such Awards and will be made in a
      manner that will not be treated under Code Section 409A as the grant of a new
      Option or SAR.  Adjustments, if any, and any determinations or
      interpretations, including any determination of whether a distribution is other
      than a normal cash dividend, made by the Committee shall be conclusive and
      binding.  In addition, the Committee is authorized (subject to Section
      8(e) and the provisos therein) to make adjustments in the terms and conditions
      of, and the criteria included in, Awards in recognition of unusual or
      nonrecurring events (including, without limitation, events described in the
      preceding sentence, as well as acquisitions and dispositions of businesses
      and
      assets) affecting the Corporation, any subsidiary or any business unit, or
      the
      financial statements of the Corporation or any subsidiary, or in response to
      changes in applicable laws, regulations, accounting principles, tax rates and
      regulations or business conditions or in view of the Committee’s assessment of
      the business strategy of the Corporation, any subsidiary or business unit
      thereof, performance of comparable organizations, economic and business
      conditions, personal performance of a Participant, and any other circumstances
      deemed relevant.

     

     

     

    
      
         

      

      
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    (d)         Taxes.  The
      Corporation and any affiliate is authorized to withhold from any payment to
      a
      Participant amounts of withholding and other taxes due or potentially payable
      in
      connection with any transaction involving an Award, and to take such other
      action as the Committee may deem advisable to enable the Corporation and
      Participants to satisfy obligations for the payment of withholding taxes and
      other tax obligations relating to any Award.  This authority shall
      include authority to withhold or receive Stock held more or less than six
      months, or other property and to make cash payments in respect thereof in
      satisfaction of a Participant’s tax obligations (not to exceed the minimum
      statutorily required tax withholding), either on a mandatory or elective basis
      in the discretion of the Committee.

    


    (e)         Changes
      to the Plan and Awards.  The Board, or the Committee acting
      pursuant to such authority as may be delegated to it by the Board, may amend,
      alter, suspend, discontinue or terminate the Plan or the Committee’s authority
      to grant Awards under the Plan, provided that, without the consent of an
      affected Participant, no such Board action may materially and adversely affect
      the rights of a Participant under any previously granted and outstanding
      Award.  Any adjustment pursuant to Section 8(c) hereof shall not be
      treated as materially and adversely affecting the rights of a Participant or
      a
      Stock holder.  The Committee may waive any conditions or rights under,
      or amend, alter, suspend, discontinue or terminate any Award theretofore granted
      and any Award agreement relating thereto, except as otherwise provided in the
      Plan; provided that, without the consent of an affected Participant, no
      Committee action may materially and adversely affect the rights of such
      Participant under such Award. Notwithstanding anything in the Plan to the
      contrary, if any right under this Plan would cause a transaction to be
      ineligible for pooling of interest accounting that would, but for the right
      hereunder, be eligible for such accounting treatment, the Committee may modify
      or adjust the right so that pooling of interest accounting shall be available,
      including the substitution of Stock having a Fair Market Value equal to the
      cash
      otherwise payable hereunder for the right which caused the transaction to be
      ineligible for pooling of interest accounting.

     

     

     

    
      
         

      

      
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    (f)         Limitation
      on Rights Conferred under Plan.  Neither the Plan nor any action
      taken hereunder shall be construed as (i) giving any Eligible Person or
      Participant the right to continue as an Eligible Person or Participant or in
      the
      employ or service of the Corporation or a subsidiary, (ii) interfering in
      any way with the right of the Corporation or a subsidiary to terminate any
      Eligible Person’s or Participant’s employment or service at any time, (iii)
      giving an Eligible Person or Participant any claim to be granted any Award
      under
      the Plan or to be treated uniformly with other Participants and employees,
      or
      (iv) conferring on a Participant any of the rights of a shareholder of the
      Corporation (including the right to vote shares of Stock or receive dividends)
      unless and until the Participant is duly issued or transferred shares of Stock
      in accordance with the terms of an Award.

    


    (g)         Nonexclusivity
      of the Plan.  The adoption of the Plan by the Board shall not be
      construed as creating any limitations on the power of the Board or a committee
      thereof to adopt such other compensation and incentive arrangements for
      employees, agents and brokers of the Corporation and its subsidiaries as it
      may
      deem desirable.

    


    (h)         Payments
      in the Event of Forfeitures; Fractional Shares.  Unless otherwise
      determined by the Committee, in the event of a forfeiture of an Award with
      respect to which a Participant paid cash or other consideration, the Participant
      shall be repaid the amount of such cash or other consideration.

    


    (i)         Governing
      Law.  The validity, construction and effect of the Plan, any
      rules and regulations under the Plan, and any Award agreement shall be
      determined in accordance with Delaware law, without giving effect to principles
      of conflicts of laws, and applicable federal law.

     

    (j)  Plan
      Effective Date.  The Plan was originally adopted by the Board
      effective as of January 1, 2001, and was amended and restated by the Board
      effective as of November 5, 2007.

     

    (k)  Code
      Section 409A.  The Plan shall be operated and administered in
      such a way that no Participants are subject to adverse tax consequences under
      Code Section 409A.  Accordingly, no action shall be taken under the
      Plan that would result in such adverse tax consequences.

     

     

    
      
         

      

      
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    APPENDIX
      A

    


    Market
      Transaction Approach to Valuation

     

    General

     

    The
      Market Transaction Approach is a “top down” approach to business valuation which
      involves valuing a company based on the market valuation of entire companies
      that have been sold or the prices at which significant interests in companies
      have been transacted.  Although each business entity may be regarded
      as a unique income producing enterprise, the fair market values of DIUS can
      be
      estimated by computing the multiples of various performance measures using
      actual transaction prices paid for similar investment management
      companies.

     

    Application

     

    To
      estimate the respective fair market values of DIUS, an independent valuation
      firm will consider three commonly applied valuation benchmarks in the asset
      management industry: price to assets under management (“AUM”); price to
      revenues; and, price to earnings before taxes, amortization and depreciation
      (“EBITDA”).  The sub-advised assets will be valued separately from the
      advised assets, and the independent valuation firm may, in its judgment, apply
      different median multiples to the sub-advised assets than used for the advised
      assets.  In addition, the independent valuation firm may, in its
      judgment, apply certain non-operating assets and liabilities to adjust the
      valuation.

     

    For
      the
      purposes of the Plan, the independent valuation firm will consistently apply
      the
      following weightings to median multiples to arrive at estimates of fair market
      value for DIUS:

     

    
      	
              Benchmark

            	
              Weighting

            
	
              Price
                to AUM

            	
              40.0%

            
	
              Price
                to Revenue

            	
              20.0%

            
	
              Price
                to EBITDA

            	
              40.0%

            


    

    


    Advantages

    
      	
              Ø

            	
              Over
                time, semiannual updates of the Market Transaction Database will
                reflect
                changes in the valuation multiples paid for investment management
                companies

            


    

     

     

    
      
         

      

      
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              Ø

            	
              Most
                weight given to valuation benchmarks displaying least variability,
                mitigating potential of unreasonable estimates of
                value

            


    

    
      	 	 


      	
              Ø

            	
              Consideration
                given to all commonly used valuation benchmarks used to price asset
                management businesses

            


    

    
      	 	 


      	
              Ø

            	
              Use
                of more than one benchmark multiple reduces volatility from market
                trends
                and dilutes impact of pricing anomalies (e.g. recent premia paid
                by
                foreign buyers)

            


    

    
      	 	 


      	
              Ø

            	
              No
                required adjustments for discounts/premia as all information impounded
                into market data

            


    

    
      	 	 


      	
              Ø

            	
              Adds
                a degree of certainty and stability to valuation
                updates

            


    

     

    Fair
      Market Value Determinations in the Event of Certain Business
      Transactions

     

    
      	
              A.

            	
              In
                the event of a sale transaction in which any material source of revenues
                within the business of DIUS is not included in the sale, an appropriate
                adjustment should be made by the appraiser using a methodology consistent
                with those used in prior
                valuations.

            


    

     

    
      	
              B.

            	
              In
                the event of a “Change of Control” of Lincoln, the Fair Market Value of
                DIUS shall be calculated in a manner that will take into account
                an
                allocable portion of any control premium associated with the Change
                of
                Control of Lincoln.  The control premium percentage to be used
                for this purpose will be calculated by comparing the average of the
                closing price of LNC stock for the 90 day period preceding the
                announcement of such Change of Control with the actual Change of
                Control
                purchase price.  The announcement date to be used will be the
                date of the initial announcement which precipitates the change of
                control.  The Change of Control premium percentage so computed
                will be applied to the Fair Market Value of DIUS for the valuation
                applicable to the Lincoln Change of Control
                date.

            


    

     

    Committee/Appraiser
      Coordination

     

    In
      the
      event of any corporate transaction or any other event which the appraiser
      reasonably believes should, in order to provide consistency and fairness, result
      in an adjustment to the Fair Market Value or in an adjustment to the exercise
      price, grant price, number of options or shares or other feature of the plan,
      the appraiser shall consult with and coordinate with the Committee (see Section
      8(c) of the Plan) to determine what adjustments are appropriate and that those
      adjustments are correctly and consistently applied.  Changes to the
      valuation methodology shall be approved by the Committee.

     

    


    15