|
Date
of Report (Date of earliest event reported):
|
July
6, 2007
|
|
Indiana
|
1-6028
|
35-1140070
|
||
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
|
1500
Market Street, West Tower, Suite 3900, Philadelphia,
Pennsylvania 19102-2112
|
|
(Address
of principal executive offices)
|
|
Registrant’s
telephone number, including area code (215)
448-1400
|
|
N/A
|
|
(Former
name or former address, if changed since last
report)
|
|
[
]
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
|
[
]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
[
]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
|
[
]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
|
·
|
Mr.
Boscia will receive a pro-rated bonus for the period through the
Retirement Date under the Company’s Annual Incentive Plan at the current
target level of $2,312,500 per annum, or
$1,541,667.
|
|
·
|
Mr.
Boscia will be eligible to receive a pro-rata award for the period
through
the Retirement Date under the 2005-2007 performance cycle, the 2006-2008
performance cycle, and the 2007-2009 performance cycle in accordance
with
the Company’s Long-Term Incentive Award
Programs.
|
|
·
|
Pursuant
to his option agreements, all of Mr. Boscia’s unvested stock options will
become fully vested as of the Retirement Date and all such options,
including all his vested stock options and performance-based stock
options
that may vest, if any, on a pro rata basis, under the 2005-2007
performance cycle in accordance with the Company’s 2005 Long-Term
Incentive Award Program, will be exercisable until the earlier of
(a) five
years from the Retirement Date or (b) expiration of their normal
term.
|
|
·
|
In
addition to his vested benefits under the Company Employees’ Retirement
Plan, the Company Employees’ Supplemental Pension Benefit Plan, the
Company Executives’ Excess Compensation Pension Benefit Plan, the Company
Salary Continuation Plan and the Company 401(k) Plan, Mr. Boscia
will be
entitled to receive a special supplemental monthly retirement benefit
in
the form of a 100% joint & survivorship annuity with a 10-year term
certain in the amount of $28,583.33 ($343,000
annually).
|
|
·
|
Until
he becomes Medicare eligible or becomes eligible for health insurance
coverage with another employer, Mr. Boscia will receive taxable monthly
cash payments from the Company for the purposes of Mr. Boscia’s payment of
all applicable contributions or premiums (employer and employee)
to enable
his continued participation in the Company’s medical and dental plans in
which he and his dependents participated as of the Retirement Date
at the
same level of coverage level as in effect as of the Retirement
Date.
|
|
·
|
The
Company will pay Mr. Boscia a cash payment of $3,237,500, which represents
one times Mr. Boscia's annual cash compensation (including salary
and
target bonus), payable in three installments on the first day of
March,
June and September 2008.
|
|
·
|
The
Board amended Section 1 of Article II of the Bylaws to decrease
the number
of directors on the Board to 12.
|
|
·
|
The
Board amended Section 4 of Article II of the Bylaws to enable
the Chairman
of the Board or any Lead Director to call a special meeting
of the
Board.
|
|
·
|
The
Board added Section 10 to Article II of the Bylaws to provide
that the
Board shall elect a chairman of the board on an annual basis
and that the
chairman of the board shall preside over all meetings of shareholders
and
directors. Additionally, Section 10 provides that, in the
absence of the chairman of the board, such other director as
may be
designated by a majority of the directors (or, if no such designation
has
been made, the chief executive officer, if a director) shall
preside at
meetings of shareholders and the Board. In connection with
the addition of
Section 10 to Article II of the Bylaws, the Board eliminated
former
Section 7 of Article III of the Bylaws, which had provided
that the
chairman of the board was an officer of the
Company.
|
|
·
|
The
Board also amended Section 6 of Article III of the Bylaws
to provide that
the chief executive officer shall perform such duties as
are incident to
the office of the chief executive and such other duties
as may be assigned
to him by the Board. In addition, the Board amended Sections 7
through 9 of Article III of the Bylaws (previously numbered
Sections 8
through 10) to establish that the President, Vice Presidents
and Second
Vice Presidents and Assistant Vice Presidents of the Company
shall have
duties that are incident to their respective offices in
addition to such
powers and duties as are specifically determined by the
Board.
|
|
LINCOLN
NATIONAL CORPORATION
|
|
|
Date:
July 11, 2007
|
By: /s/
Frederick J. Crawford
Frederick
J. Crawford
Senior Vice President and
Chief Financial Officer
|
|
Exhibit
Number
|
Description
|