Attached files
| file | filename |
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| 8-K - LINCOLN NATIONAL CORPORATION FORM 8-K - LINCOLN NATIONAL CORP | lincoln8k.htm |
| EX-99.1 - EXHIBIT 99.1 - LINCOLN NATIONAL CORP | ex99-1.htm |
Exhibit
99.2
THE
SEVERANCE PLAN FOR OFFICERS
OF
LINCOLN NATIONAL CORPORATION
(Amended
and Restated Effective As Of January 1, 2010)
Purpose and Interpretation
The
Severance Plan For Officers of Lincoln National Corporation, Amended and
Restated Effective as of January 1, 2010, (the “Plan”) is an amendment and
restatement of the 2009 Severance Plan For Officers of Lincoln National
Corporation that was originally established by the Corporation to provide
enhanced severance benefits to Officers of the Corporation during the one-year
period beginning on January 1, 2009 through December 31, 2009. This
Amended and Restated Plan reflects the Corporation’s desire to make the Plan
ongoing and make certain other changes to the Plan.
The Plan
is intended to comply with section 409A of the Internal Revenue Code (the
“Code”) enacted by the American Jobs Creation Act of 2004 and the official
guidance issued thereunder (the “409A Rules”). Specifically, this
Plan is intended to represent a “separation pay plan” as defined by the 409A
Rules. It is intended that benefits under this Plan shall be paid
only in cases of “Job Elimination” as defined below. The term “Job
Elimination” as used in this Plan is an “actual involuntary separation from
service” as defined in the 409A Rules. Notwithstanding any other
provision of this Plan to the contrary, this Plan shall be interpreted, operated
and administered in a manner consistent with these intentions.
Article
I: Definitions
“Applicable Cap” means the
lesser of (i) two
times the sum of the Officer’s annual rate of pay determined as of December
31st of
the calendar year prior to the year in which the Officer is Job Eliminated, or
(ii) two times the maximum amount that may be taken into account under a
qualified plan pursuant to Code section 401(a)(17) in effect for the calendar
year in which the Job Elimination occurs. In calculating the
Applicable Cap, all amounts that are defined as payments under a “separation pay
plan” sponsored by the Corporation for an individual Officer are
aggregated.
“Cause” shall have the same
meaning as used and/or defined in the ERISA Severance Plan.
“Change of Control” shall have
the same meaning as used and/or defined in the Change of Control
Plan.
“Change of Control Plan” means
the Lincoln National Corporation Executive Severance Benefit Plan.
“Corporation” means Lincoln
National Corporation and its affiliates and subsidiaries.
“Effective Date” means January
1, 2010.
“ERISA Severance Plan” means
the Lincoln National Corporation Severance Pay Plan, Effective March 16, 2009,
as amended from time to time.
“Established Compensation”
means the Officer’s rate of pay as determined under the guidelines used by his
or her respective business unit and is consistent with the rate of pay used for
other company benefits (e.g., for annual enrollment,
disability coverage, life insurance coverage).
“Job Elimination” shall have
the same meaning as used and/or defined in Section 1.05 of the ERISA Severance
Plan; except that if the Officer is involuntary terminated by the Corporation
for any reason (other than for Cause) within two years of a Change of Control,
the Officer shall be deemed “Job Eliminated.”
“Key Employee” shall mean any
Officer treated as a “specified employee” under Code section 409A(a)(2)(B)(i),
i.e., a “key employee”
(as defined in Code section 416(i) without regard to paragraph (5) thereof) as
of the date of his or her Job Elimination from the Corporation. Key
Employees shall be determined in accordance with Code section 409A using
December 31st as
the determination date. A listing of Key Employees as of any
determination date shall be effective for the 12-month period beginning on the
April 1st
following the determination date.
“Officers” shall mean those
officers listed in the Corporate Directory for each Participating
Employer. The list of officers is maintained by the Lincoln Life
& Annuity company and is posted on its website at:
http://llinsite.lnc.com/library/corpdir/index.htm.
“Participating Employer” means
any affiliate or subsidiary of Lincoln National Corporation that is listed in
Appendix A to this Plan.
Article
II: Eligibility for Benefits
The
benefits provided under this Plan are the Severance Pay benefit described in
Article III below, and the Severance Stipend benefit described in Article IV
below. All Officers who are Job Eliminated by the Corporation on or
after January 1, 2010 and who meet the conditions set forth below, shall be
eligible for Plan benefits.
In order
to qualify for the Severance Pay and Severance Stipend benefits, the Officer
must be Job Eliminated by the Corporation, as defined above, and must satisfy
each of the
three (3) conditions set forth below:
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(a)
The Officer must otherwise be eligible for benefits under the ERISA
Severance Plan;
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(b)
The Officer must remain actively at work until the last day that the
Officer’s services are required by the Corporation;
and
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(c)
The Officer must sign an Agreement, Waiver and General Release (or similar
release document satisfactory to the Corporation) that becomes
effective.
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Benefits
under this Plan will not be paid unless each of the above requirements of this
Article II have been met.
Article III: Amount of Severance Pay
Severance
Pay is based on the Officer’s annual base salary or Established Compensation,
whichever is higher, in effect at the time of Job
Elimination. Severance Pay is paid for each week of the applicable
Severance Period, as provided below:
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Officer Title
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Severance Period
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Officers
below CLG
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-
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26
weeks
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CLG
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-
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39
weeks
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SMC
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-
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52
weeks
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See below
for more information regarding the coordination of the Severance Pay benefit
payable under this Plan, and similar benefits under the ERISA Severance Plan,
the Change of Control Plan, or any other plans, programs and arrangements
sponsored by the Corporation that pay severance benefits.
IV. Amount
of Severance Stipend
All
Officers shall be entitled to receive a cash payment in the amount of $200/week
for each week of the Severance Period, as determined pursuant to Article III
above.
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Officers
below CLG
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-
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$5,200
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CLG
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-
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$7,800
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SMC
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-
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$10,400
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See below
for more information regarding the coordination the Severance Stipend benefit
payable under this Plan, and similar benefits under the ERISA Severance Plan,
the Change of Control Plan, or any other plans, programs and arrangements
sponsored by the Corporation that pay severance
benefits.
V. Timing
of Payments
In
general, payments under the Plan will be paid, or begin to be paid, as soon as
practical after the date the Officer becomes eligible for benefits as described
in Article II above, but in no event later than 90 days after the date of Job
Elimination. However, for amounts in excess of the Applicable
Cap (as defined in Article I above) that are payable to a Key Employee, or any amount of Plan benefits
payable to an Officer covered under the Change of Control Plan who is also a Key
Employee, benefits under this Plan will begin to be paid no earlier than the
first day of the month that is a full six months after the date of the Officer’s
Job Elimination. No interest or other compensation will be paid to
the Officer in consideration of such delay.
VI. Form
of Payment
Severance
Pay. Except as provided below, Severance Pay is paid
bi-weekly. In no event shall Severance
Pay be paid later than December 31st of the second calendar year following the calendar year
in which the Job Elimination occurs.
Severance
Stipend. The Severance Stipend is paid in a cash lump
sum.
Rule for Key Employees
Covered under the Change of Control Plan. Not withstanding the
foregoing, any Severance Pay or the Severance Stipend payable under this Plan to
any Officer who is covered under the Change of Control Plan and who is also a
“Key Employee” will always be paid in the same time and manner (distribution
form) as the benefit described in Section 5(b) of the Change of Control
Plan.
VII. Coordination
With Other Plans, Programs & Arrangements
Any
Severance Pay or Severance Stipend payable pursuant to this Plan is not eligible
to be contributed to any of the Corporation’s qualified savings or 401(k) plans,
nor eligible to be deferred under a non-qualified savings or deferred
compensation arrangement. No Severance Pay or Severance Stipend is
considered in the calculation of any qualified or non-qualified defined benefit
plan benefits.
Any
amounts of Severance Pay and Severance Stipend payable under this Plan shall be
reduced by, or offset by, on a dollar-for-dollar basis, any benefits that may
also be payable to the Officer under the ERISA Severance Plan. In
addition, if the Officer is also eligible, for benefits pursuant to the terms of
the Change of Control Plan, then any amount of Severance Pay and Severance
Stipend payable to the Officer under this Plan shall offset or reduce the amount
payable to the Officer under the Change of Control Plan. The purpose
of this paragraph is to prevent “double-dipping,” or the payment of duplicative
severance benefits under one or more plans sponsored by the
Corporation.
Except as
expressly provided in this paragraph, this Plan does not amend or otherwise
modify the provisions of any of the plans, programs, arrangements or agreements
established, maintained or entered into by the Corporation for the purpose of
providing benefits to employees. The Corporation reserves the right
to amend or terminate this Plan at any time.
APPENDIX
A
Participating
Employers
As
of January 1, 2010
California
Fringe Benefit & Insurance and Marketing Corp.
First
Penn-Pacific Life Insurance Company
LFA
Limited Liability Co.
LFA
Management Corporation
Lincoln
Financial Advisors Corporation
Lincoln
Financial and Insurance Services Corporation
Lincoln
Life & Annuity Company of New York
Lincoln
National Corporation
Lincoln
National Management Corporation
The
Lincoln National Life Insurance Company