February 26, 2015
|
Lincoln National Corporation
|
Indiana
|
1-6028
|
35-1140070
|
(State or other jurisdiction
|
(Commission
|
(IRS Employer
|
of incorporation)
|
File Number)
|
Identification No.)
|
·
|
Seventy-eight weeks of separation pay paid bi-weekly, less applicable taxes and withholdings, based on Mr. Cornelio's weekly base salary of $11,183. Mr. Cornelio's separation pay will commence no sooner than six months and one day after the Retirement Date and no later than seven months after the Retirement Date. The payments will cease if Mr. Cornelio breaches the restrictive covenants in the Agreement. Mr. Cornelio will also receive a one-time cash payment of $10,400, less taxes and withholding, paid commencing no sooner than six months and one day after the Retirement Date and no later than seven months after the Retirement Date. Mr. Cornelio will not be entitled to any benefits payable under the Company's Severance Pay Plan, Severance Pay Plan for Officers any other plan, program or arrangement for the payment of severance benefits.
|
·
|
In lieu of any 2015 Long-Term Incentive Plan ("LTIP") award under the Company's 2014 Incentive Compensation Plan (the "ICP"), Mr. Cornelio will receive a one-time cash payment of $144,807, less taxes and withholding paid in a lump-sum within 30 days after the Retirement Date.
|
·
|
Reimbursement for health and welfare continuation benefits under the Consolidated Omnibus Budget Reconciliation Act (COBRA) covering 18 months following the Retirement Date.
|
10 | Agreement, Waiver and General Release, dated March 3, 2015, between the Company and Charles C. Cornelio |
LINCOLN NATIONAL CORPORATION | |||
|
By:
|
/s/ Adam G. Ciongoli | |
Name: | Adam G. Ciongoli | ||
Title: | Executive Vice President and General Counsel | ||
Date: March 3, 2015 |
10 | Agreement, Waiver and General Release, dated March 3, 2015, between the Company and Charles C. Cornelio |
To: | Charles C. Cornelio |
a.
|
Whether you sign this Agreement or not, the following will apply:
|
§
|
The Company will continue to pay you the compensation and retirement and health & welfare benefits that you have earned through February 27, 2015;
|
§
|
You will receive payment for any unused Managed Time/Paid Time Off ("PTO") benefits that are accrued and available pursuant to Company policy as of your Separation Date, such payments to be calculated based upon your final base rate of pay;
|
§
|
You will receive any vested retirement benefits (defined benefit and defined contribution, qualified and non-qualified), and/or deferred compensation benefits in accordance with the terms and conditions of the applicable plan documents, program documents and/or administrative guidelines governing those benefits, as they may be amended or terminated from time to time. This Agreement does not release any claims for vested benefits under any of the Company's retirement or deferred compensation plans or other programs that you may have, in accordance with the terms and conditions of such plans or programs;
|
§
|
You can elect the period of continued health benefits coverage to which you are entitled under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"); and
|
§
|
Your benefits, including but not limited to health and welfare benefits (medical, dental, vision), critical illness coverage, accident insurance coverage, flexible spending accounts, long term disability benefits, short term disability benefits and accrual of PTO will cease as of your Separation Date. If you wish to convert to an individual life insurance policy, verify your current coverage by either checking your benefits record in HRDirect or contacting the HR Service Center (Tel. 866-922-6543, Fax: 336-691-3750, email: HRServiceCenter@lfg.com, Mon.-Fri. 9:00 a.m. - 6:00 p.m. ET). Once you have this information, contact Group Protection at 800-680-4652 for a quote. Your critical illness and/or accident insurance coverages, if any, are portable. For more information, contact Group Protection at 877-815-9256.
|
b. | In exchange for your release of claims and your other promises as set forth in this Agreement, the Company agrees to provide you: |
§
|
Seventy-eight (78) weeks of separation pay paid bi-weekly, less taxes and withholdings, based on your final base rate of pay, commencing on a date no sooner than six (6) months and one (1) day after your Separation Date, but no later than seven (7) months after your Separation Date, such payment to be in full satisfaction of the Company's obligation to you under the terms of the Lincoln National Corporation Severance Pay Plan, the Severance Plan for Officers of Lincoln National Corporation, the Severance Plan for Officer Equivalents of Lincoln National Corporation and/or any other plan, program, arrangement or promise paying severance or severance-type benefits, as they may be amended, modified or revoked from time to time (collectively, "LNC Severance Plans"). Severance and/or severance-type benefits paid out under any LNC Severance Plan offsets, dollar-for-dollar, any severance or severance-type benefits paid or payable under any other of the LNC Severance Plans (i.e., no "double-dipping") and will otherwise be paid (or not paid) in accordance with the terms of the applicable plan document. Additionally, you waive any claim to benefits under the LNC Severance Plans, except as provided herein. If you become employed by the Company as a regular (other than temporary) employee or if you violate any of the competitive, non-solicitation, non-recruitment, confidentiality or other restrictions in this Agreement, any remaining separation pay will immediately and permanently cease without further recourse by you. Payments or portions of payments are delayed six (6) months from your Separation Date in compliance with section 409A of the Internal Revenue Code of 1986, as amended;
|
§
|
A one-time cash lump-sum payment of $10,400 less necessary taxes and withholdings, representing the severance stipend under the Lincoln National Corporation Severance Pay Plan and the Severance Plan for Officers of Lincoln National Corporation or Severance Plan for Officer Equivalents of Lincoln National Corporation, paid on a date no sooner than six (6) months and one (1) day after your Separation Date, but no later than seven (7) months after your Separation Date. The severance stipend will be paid in accordance with and in full satisfaction of the terms of the LNC Severance Pay Plan and the Severance Plan for Officers of Lincoln National Corporation or the Severance Plan for Officer Equivalents of Lincoln National Corporation pertaining to the severance stipend;
|
§
|
In lieu of any Long Term Incentive Plan (LTIP) award in 2015 or thereafter, a one-time cash lump-sum payment of $144,807 less necessary taxes and withholdings, paid within thirty (30) days after your Separation Date;
|
§
|
Reimbursement for tax preparation and financial advisory services up to the 2015 tax year in accordance with Company guidelines and limits.
|
§
|
Reimbursement for air and related travel expenses for the Notre Dame leadership program, subject to the Company's travel and entertainment reimbursement policies.
|
§
|
Reimbursement for any COBRA health & welfare benefits continuation coverage premiums that you actually incur for you and your enrolled dependents, grossed-up for taxes, covering a period of 18 months following your Separation Date;
|
§
|
Outplacement services and career transition assistance, which services may commence immediately and must commence no later than three (3) months after your Separation Date, provided that all such services are utilized within one (1) year following your Separation Date;
|
§
|
An Annual Incentive Program ("AIP") bonus for the 2014 program year (calculated based upon your 2014 annual earnings as defined under the 2014 Lincoln National Corporation Annual Incentive Program Document) to be paid if you are eligible in accordance with the applicable Incentive Compensation Plan and the terms and limitations in the applicable AIP documents. Your 2014 AIP bonus will be calculated using an individual performance modifier of 100%. If you have made a valid election under the Lincoln National Corporation Deferred Compensation & Supplemental/Excess Retirement Plan ("DC SERP") to defer a portion of your 2014 AIP, your deferral election will be honored and such portion of any AIP payout will be deferred and, if applicable, matched under the DC SERP at the same time and in the same manner as for other DC SERP participants; provided, however, that you will be treated in the same manner as similarly-situated executives of the Company with respect to decisions by the Compensation Committee of the Board of Directors relating to whether applicable Company performance measures have been met.
|
§
|
An Annual Incentive Program ("AIP") pro-rata bonus for the 2015 program year (calculated based upon your 2015 annual earnings as defined under the 2015 Lincoln National Corporation Annual Incentive Program Document) to be paid if you are eligible in accordance with the applicable Incentive Compensation Plan and the terms and limitations in the applicable AIP documents. Your 2015 AIP bonus will be calculated using an individual performance modifier of 100%. If you have made a valid election under the Lincoln National Corporation Deferred Compensation & Supplemental/Excess Retirement Plan ("DC SERP") to defer a portion of your 2015 AIP, your deferral election will be honored and such portion of any AIP payout will be deferred and, if applicable, matched under the DC SERP at the same time and in the same manner as for other DC SERP participants; provided, however, that you will be treated in the same manner as similarly-situated executives of the Company with respect to decisions by the Compensation Committee of the Board of Directors relating to whether applicable Company performance measures have been met; and
|
§
|
Your equity awards (such as Restricted Stock Awards, Restricted Stock Unit Awards, Stock Option Awards, Stock Appreciation Rights, LTIPs or other incentive awards or bonuses, etc.) will vest and be distributed, exercisable, forfeitable, or subject to claw-back in accordance with the terms of applicable plan documents, as they may be amended from time to time, together with any award agreements that you may have received thereunder, including but not limited to any forfeiture provisions relating to non-competition, non-solicitation, confidentiality; provided, however, that you will be treated in the same manner as similarly-situated executives of the Company with respect to decisions by the Compensation Committee of the Board of Directors relating to whether applicable Company performance measures have been met.
|
a.
|
You irrevocably and unconditionally release and discharge the Company, its predecessors, successors and assigns, as well as past and present officers, directors, attorneys and employees, from any and all claims, liabilities or promises outside of this Agreement, known or unknown, including but not limited to those arising out of or relating to your employment and separation from employment with the Company. You waive these claims on behalf of yourself and on behalf of your heirs, assigns and anyone making a claim through you. The claims waived and discharged include, but are not limited to:
|
§
|
claims under the Employee Retirement Income Security Act of 1974 ("ERISA") (except for any vested benefits under any tax qualified benefit plan);
|
§
|
claims under the Worker Adjustment and Retraining Notification Act;
|
§
|
employment discrimination and retaliation claims, including claims under Title VII of the Civil Rights Act of 1964, Sections 1981 through 1988 of Title 42 of the United States Code, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967 ("ADEA") and Older Workers Benefit Protection Act (as long as those claims arose up to and including the date you signed this Agreement), the Family and Medical Leave Act and the Equal Pay Act;
|
§
|
claims for any disputed wages, including claims for any back wages or overtime;
|
§
|
claims under any other federal, state or local law, rule, regulation or ordinance;
|
§
|
claims based on any public policy, contract (including breach of contract), tort (including wrongful discharge, invasion of privacy, defamation, fraud, interference with contractual relations and infliction of emotional distress) or common law; or
|
§
|
any basis for recovering costs, fees or other expenses, including attorney's fees incurred in these matters.
|
b.
|
You agree that you will not file any claim or lawsuit against the Company, its predecessors, successors and assigns, as well as past and present officers, directors and employees for any claim waived. You represent and warrant that you have not filed any such claim to date or, to the extent that you have filed such a claim, you will either withdraw that claim with prejudice and agree not to pursue it further, or you will waive any right to recover any money damages or other monetary relief in any claim or suit brought by or through any federal, state or local agency, consistent with the last sentence of this paragraph. You represent that you have not filed any complaints or claims against the Company with any state or federal court, that you will not do so at any time hereafter for claims covered by this Agreement, and that if any such court assumes jurisdiction of any complaint or claim against the Company, you will immediately request the court to dismiss the matter and take all such additional steps necessary to facilitate such dismissal with prejudice. You also promise not to sue, or join with others in suing, the Company on any of the released claims. By signing this Agreement, you waive your right to recover any damages or other relief in any claims or lawsuits brought by or through the Equal Employment Opportunity Commission or any other state or local Fair Employment Practices Agency on your behalf under any federal, state or municipal discrimination law, except where prohibited by law. You agree to release and discharge the Company not only from any and all claims which you could make on your own behalf, or which you have made on your own behalf, but also specifically waive any right to become, and you promise not to become, a member of any class in any proceeding or case in which a claim or claims against the Company may arise, in whole or in part, from any event which occurred as of the date you signed this Agreement, except where prohibited by law. You acknowledge that this Agreement does not prevent you from filing a charge of discrimination with any federal, state or local agency or commission, although by signing this document you waive any right to recover any money damages or other monetary relief in any claim or suit brought by or through any federal, state or local agency
|
c. | You represent that you have: (1) received all leaves of absence and compensation due to you as a result of the services you performed for the Company through the date you execute this Agreement, and unless specifically provided for in this Agreement, the Company does not owe you any wages, overtime pay, commissions, bonuses, sick pay, disability leave pay, family leave pay, severance pay, separation pay, or any other compensation, benefit, leave, payment or remuneration of any kind or nature; and (2) reported to the Company any and all work-related injuries incurred by you during your employment with the Company. |
§
|
You understand completely your right to review all aspects of this Agreement with an attorney of your choice at your own expense, and have had the opportunity to consult with an attorney of your choice at your own expense;
|
§
|
You have forty-five (45) days from the date you receive this document to consider this Agreement;
|
§
|
You have seven (7) days after signing this Agreement to revoke it. You can revoke the Agreement at any time during the initial seven (7) day period immediately following the date you sign this Agreement;
|
§
|
You do not waive rights or claims under ADEA that might arise after the date this waiver is executed;
|
§
|
This Agreement does not become effective, and none of the payments or other benefits listed in paragraph 2.b. will be paid, until the eighth day after the date you sign this Agreement, provided you have not revoked or attempted to revoke your acceptance;
|
·
|
You acknowledge that in signing his document you are not relying on any representations or statements made by any employee of the Company;
|
§
|
The payment of any consideration and/or monies is not an admission of liability on the part of the Company, but to the contrary represents a negotiated compromise and agreement. This Agreement shall not in any way be interpreted to render you a "prevailing party" for any purpose, including but not limited to, an award of attorney's fees under any statute or otherwise;
|
§
|
You have carefully read and fully understand all the provisions of this Agreement and that you are freely, knowingly, and voluntarily entering into this Agreement; and
|
§
|
This Agreement is written in a manner that is clear and understandable to you.
|
Dated:
|
March 3, 2015
|
|
/s/ Charles C. Cornelio
|
||
Charles C. Cornelio
|
||
Witness:
|
Dated:
|
March 3, 2015
|
|
/s/ Lisa M. Buckingham
|
||
Authorized to execute this Agreement
on behalf of Lincoln National Corporation
|
||
Witness:
|
/s/ Kimberly Collins
|
Contacts:
|
Michael Arcaro
|
Chris Giovanni
|
(484) 583-1799
|
(484) 583-1793
|
|
Media Relations
|
Investor Relations
|
|
michael.arcaro@LFG.com
|
InvestorRelations@LFG.com
|