|
(1)
|
Title
of each class of securities to which transaction applies:
|
|
|
N/A
|
|
(2)
|
Aggregate
number of securities to which transaction applies:
|
|
|
N/A
|
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
|
|
|
N/A
|
|
(4)
|
Proposed
maximum aggregate value of transaction:
|
|
|
N/A
|
|
(5)
|
Total
fee paid:
|
|
|
N/A
|
[ ]
|
Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
|
|
1) Amount
Previously Paid:
|
|
2) Form,
Schedule or Registration Statement No.:
|
|
3) Filing
Party:
|
|
4) Date
Filed:
|
Sincerely,
|
|
Dennis
R. Glass
|
|
President
and Chief Executive Officer
|
1.
|
to
elect four directors for three-year terms expiring at the 2012 Annual
Meeting;
|
2.
|
to
ratify the appointment of Ernst & Young LLP, as independent registered
public accounting firm for 2009;
|
3.
|
to
approve the 2009 amendment and restatement of the Lincoln National
Corporation Amended and Restated Incentive Compensation
Plan;
|
4.
|
to
consider and vote on a shareholder proposal requesting that the Board of
Directors initiate the appropriate process to amend the Company’s restated
articles of incorporation to provide for the election of director nominees
by a majority of votes cast; and
|
5.
|
to
consider and act upon such other matters as may properly come before the
meeting.
|
For
the Board of Directors,
|
|
C.
Suzanne Womack
|
|
Secretary
|
GENERAL
INFORMATION
|
|
SECURITY
OWNERSHIP
|
|
GOVERNANCE
OF THE COMPANY
|
|
THE
BOARD OF DIRECTORS AND COMMITTEES
|
|
ITEM
1 – ELECTION OF DIRECTORS
|
|
Nominees
for Director
|
|
Directors
Continuing in Office
|
|
COMPENSATION
OF DIRECTORS
|
|
ITEM
2 – RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT
REGISTERED
PUBLIC ACCOUNTING FIRM
|
|
Independent
Registered Public Accounting Firm Fees and Services
|
|
Audit
Committee Pre-Approval Policy
|
|
Audit
Committee Report
|
|
ITEM
3 – APPROVAL OF THE LINCOLN NATIONAL CORPORATION AMENDED AND RESTATED
INCENTIVE COMPENSATION PLAN
|
|
ITEM
4 – SHAREHOLDER PROPOSAL – ELECTION OF DIRECTORS BY MAJORITY
VOTE
|
|
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
|
|
COMPENSATION
PROCESSES AND PROCEDURES
|
|
EXECUTIVE
COMPENSATION
|
|
Compensation
Discussion & Analysis
|
|
Compensation
Committee Report
|
|
Summary
Compensation Table
|
|
Grants
of Plan-Based Awards
|
|
Outstanding
Equity Awards at Fiscal Year-End
|
|
Option
Exercises and Stock Vested
|
|
Pension
Benefits
|
|
Nonqualified
Deferred Compensation
|
|
Potential
Payments Upon Termination or Change of Control
|
|
COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
|
|
RELATED
PARTY TRANSACTIONS
|
|
GENERAL
|
|
Shareholder
Proposals
|
|
Incorporation
by Reference
|
|
Annual
Report
|
|
EXHIBIT
1 – Section 10 – Notice of Shareholder Business
|
|
EXHIBIT
2 – Section 11 – Notice of Shareholder Nominees
|
|
EXHIBIT
3 – Policy Regarding Approval of Services of Independent
Auditor
|
|
EXHIBIT
4 – Lincoln National Corporation 2009 Amended and Restated Incentive
Compensation Plan
|
|
EXHIBIT
5 – List of Investment Companies from 2007 McLagan Survey
|
1.
|
to
elect four directors for three-year terms expiring in
2012;
|
2.
|
to
ratify the appointment of Ernst & Young LLP as independent registered
public accounting firm for 2009;
|
3.
|
to
approve the 2009 amendment and restatement of the Lincoln National
Corporation Amended and Restated Incentive Compensation
Plan;
|
4.
|
to
consider and vote on a shareholder proposal requesting that the Board of
Directors amend the Company’s restated articles of incorporation to elect
directors by a majority of votes cast;
and
|
5.
|
to
consider and act upon such other matters as may properly come before the
meeting.
|
SECURITY
OWNERSHIP
OF
CERTAIN BENEFICIAL OWNERS
AS
OF DECEMBER 31, 2008
|
|||
TITLE
OF
CLASS
|
NAME
AND ADDRESS
OF
BENEFICIAL OWNER
|
AMOUNT
AND NATURE OF BENEFICIAL OWNERSHIP
|
PERCENT
OF CLASS
|
Common
Stock
|
Allianz
Global Investors Managed Accounts LLC
1345
Avenue of the Americas, 49th
Floor
New
York, New York 10105
|
13,912,811
|
5.4%
|
SECURITY
OWNERSHIP OF DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS
|
|||||
AS
OF MARCH 9, 2009
|
|||||
NAME
|
AMOUNT
OF LNC COMMON STOCK AND NATURE OF BENEFICIAL OWNERSHIP1
|
PERCENT
OF CLASS
|
LNC
STOCK UNITS2
|
TOTAL
OF LNC COMMON STOCK AND STOCK UNITS
|
TOTAL
PERCENT OF CLASS
|
William
J. Avery
|
25,932
|
*
|
14,929
|
40,861
|
*
|
J.
Patrick Barrett
|
57,340
|
*
|
38,633
|
95,973
|
*
|
Patrick
P. Coyne
|
45,807
|
*
|
5,240
|
51,047
|
*
|
Frederick
J. Crawford
|
170,220
|
*
|
3,809
|
174,029
|
*
|
William
H. Cunningham
|
66,997
|
*
|
16,630
|
83,627
|
*
|
Robert
W. Dineen
|
209,678
|
*
|
994
|
210,672
|
*
|
Dennis
R. Glass
|
1,744,316
|
*
|
28,473
|
1,772,789
|
*
|
George
W. Henderson, III
|
66,365
|
*
|
25,131
|
91,496
|
*
|
Eric
G. Johnson
|
27,107
|
*
|
24,323
|
51,430
|
*
|
Mark
E. Konen
|
302,764
|
*
|
0
|
302,764
|
*
|
M.
Leanne Lachman
|
30,854
|
*
|
33,884
|
64,738
|
*
|
Michael
F. Mee
|
17,807
|
*
|
18,045
|
35,852
|
*
|
William
P. Payne
|
76,808
|
*
|
13,123
|
89,931
|
*
|
Patrick
S. Pittard
|
73,772
|
*
|
15,010
|
88,782
|
*
|
David
A. Stonecipher
|
2,447,250
|
*
|
1,302
|
2,448,552
|
*
|
Isaiah
Tidwell
|
18,536
|
*
|
5,832
|
24,368
|
*
|
All
Directors and Executive Officers as a group –21 persons
|
6,002,306
|
2.30%
|
252,435
|
6,254,618
|
2.39%
|
·
|
A
majority of our Board, including the nominees for director, must at all
times be independent under the applicable New York Stock Exchange, or
NYSE, listing standards as determined under the guidelines for determining
the independence of directors. Director independence is
discussed further below.
|
·
|
The
independent directors must meet in executive session at least once a year
and may meet at such other times as they may desire. The
outside directors meet in connection with each regularly scheduled Board
meeting and at such other times as they may desire. J. Patrick
Barrett, a director and our non-executive chairman, presides over the
meeting(s) of independent directors and the outside
directors. Mr. Cunningham, a director, who will serve as our
non-executive chairman, after Mr. Barrett retires in May 2009 as discussed
above, will assume this role.
|
·
|
The
Board has, among other Committees, an Audit Committee, Compensation
Committee and Corporate Governance Committee and only independent
directors may serve on each of these committees, and all of the directors
serving on those Committees are independent under applicable NYSE listing
standards and our Corporate Governance
Guidelines.
|
·
|
Outside
directors are not permitted to serve on more than five boards of public
companies in addition to our Board, and independent directors who are
chief executive officers of publicly held companies may not serve on more
than two boards of public companies in addition to our
Board. Inside directors are not permitted to serve on more than
two boards of public companies in addition to our
Board.
|
·
|
The
written charters of the standing Committees of the Board are reviewed not
less than annually. The charters of the Audit, Compensation and
Corporate Governance Committees comply with the NYSE’s listing
standards. The charters are available on our website at www.lincolnfinancial.com
and in print to any shareholder who requests them by contacting our
Corporate Secretary.
|
·
|
We
have Corporate Governance Guidelines that likewise comply with the NYSE’s
listing standards. The Corporate Governance Guidelines are
available on our website at www.lincolnfinancial.com
and are also available in print to any shareholder who requests
them by contacting our Corporate
Secretary.
|
·
|
We
have a Code of Conduct that is available on our website at www.lincolnfinancial.com
and is also available in print to any shareholder who requests it by
contacting our Corporate Secretary. The Code of Conduct
comprises our “code of ethics” for purposes of Item 406 of Regulation S-K
under the Securities Exchange Act of 1934, as amended, or the Exchange
Act, and our “code of business conduct and ethics” for purposes of the
NYSE listing standards. We intend to disclose amendments to or
waivers from a required provision of the code by including such
information on our website at www.lincolnfinancial.com.
|
·
|
Committee
chairs serve a minimum of three years and a maximum of six years, unless
those limitations are shortened or extended by the
Board.
|
·
|
We
have a mandatory retirement age of 72 for outside
directors.
|
·
|
The
Board conducts a review of the performance of the Board and its Committees
each year.
|
·
|
The
Corporate Governance Committee is responsible for individual director
assessments and obtains input for such assessments from all Board members
other than the director being assessed. These assessments,
including confidential feedback to the director, will be completed at
least one year prior to a director’s anticipated nomination for a new
term.
|
·
|
The
Board conducts an annual CEO performance evaluation. The
non-executive chairman of the Board conducts a meeting of the outside
directors to discuss the evaluation and communicates the results to the
CEO.
|
·
|
The
Board reviews the annual succession planning report from the CEO,
including the position of CEO as well as other executive
officers.
|
·
|
The
Board, Audit Committee, Compensation Committee, Corporate Governance
Committee and Finance Committee each have authority to retain legal
counsel or any other consultant or expert without notification to, or
prior approval of, management.
|
·
|
Directors
are required to submit their resignation from the Board upon changing
their occupational status, and the Corporate Governance Committee with
input from the CEO makes a recommendation to the Board regarding
acceptance of such resignation.
|
·
|
Directors
are required to achieve share ownership of three times their annual cash
portion of the retainer within five years of election to the Board, and
based on the December 31, 2008 closing price of our common stock of
$18.84, our directors are in compliance with such
requirements.
|
·
|
We
will pay the reasonable expenses for each director to attend at least one
continuing education program per
year.
|
·
|
We
have a director orientation program for new directors, and all directors
are invited to attend orientation programs when they are
offered.
|
·
|
We
will not make any personal loans or extensions of credit to directors or
executive officers.
|
·
|
The
Corporate Governance Committee must re-evaluate the Corporate Governance
Guidelines each year.
|
·
|
is
or was an employee, or whose immediate family member is or was an
executive officer, of us or our subsidiaries during the three years prior
to the independence determination;
|
·
|
has
received, or whose immediate family member received, from us, during any
12-month period within the three years prior to the independence
determination, more than $120,000 in direct compensation, other than
director and committee fees and pension or other forms of deferred
compensation for prior service (provided such compensation is not
contingent in any way on continued
service);
|
·
|
(i)
is, or an immediate family member is, a current partner of our external or
internal auditor (to the extent the internal auditor is a third-party);
(ii) is a current employee of such a firm; (iii) has an immediate family
member who is a current employee of such a firm and who personally works
on our audit; or (iv) was, or who has an immediate family member that was,
within the three years prior to the independence determination (but is no
longer) a partner or employee of such a firm and personally worked on our
audit within that time;
|
·
|
is
or was employed, or whose immediate family member is or was employed, as
an executive officer of another company where any of our present
executives served at the same time on that company’s compensation
committee within the three years prior to the independence
determination;
|
·
|
is
or was an executive officer or an employee, or whose immediate family
member is or was an executive officer, of a company that makes payments
to, or receives payments from, us for property or services in an
|
amount which, in any single fiscal year, exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues within the three years prior to the independence determination; | |
·
|
is
an executive officer of a not-for-profit organization to which we or the
Lincoln Financial Foundation, Inc.’s annual discretionary contributions
exceed the greater of $1 million or 2% of the organization’s latest
publicly available total annual revenues;
and
|
·
|
has
any other material relationship with us (either directly or as a partner,
shareholder or officer of an organization that has a relationship with us,
including any contributions we made to a charitable organization of which
the director serves as an executive
officer).
|
·
|
a
director or a director’s immediate family member’s purchase or ownership
of an insurance, annuity, mutual fund or other product from us, or use of
our financial services, all on terms and conditions substantially similar
to those generally available to other similarly situated third parties in
arm’s-length transactions and does not otherwise violate the criteria
listed above;
|
·
|
a
director’s membership in the same professional association, or the same
social, fraternal or religious organization or club, as one of our
executive officers or other
directors;
|
·
|
a
director’s current or prior attendance at the same educational institution
as one of our executive officers or other
directors;
|
·
|
a
director’s service on the board of directors of another public company on
which one of our executive officers or directors also serves as a
director, except for prohibited compensation committee interlocks;
and
|
·
|
a
director’s employment by another public company whose independent
registered public accounting firm is the same as
ours.
|
|
1.
|
A
director is not independent if he or she accepts, directly or indirectly,
any consulting, advisory or other compensatory fee from us or any of our
subsidiaries, other than the receipt of fixed amounts of compensation
under a retirement plan (including deferred compensation) for prior
service with us or any of our subsidiaries (provided that such
compensation is not contingent in any way on continued
service).
|
2.
|
A
director is not independent if he or she is an “affiliated person” (as
defined in Rule 10A-3(e)(1) under the Exchange Act) of us or any of our
subsidiaries.
|
Name
|
Audit
|
Compensation
|
Corporate
Governance
|
Finance
|
Corporate
Action1
|
William
J. Avery
|
M
|
||||
J.
Patrick Barrett
|
M
|
||||
William
H. Cunningham
|
C
|
M
|
|||
Dennis
R. Glass
|
C
|
||||
George
W. Henderson, III
|
M
|
M
|
|||
Eric
G. Johnson
|
C
|
||||
M.
Leanne Lachman
|
C
|
||||
Michael
F. Mee
|
M
|
M
|
|||
William
P. Payne
|
C
|
||||
Patrick
S. Pittard
|
M
|
||||
David
A. Stonecipher
|
M
|
||||
Isaiah
Tidwell
|
M
|
M
|
|||
Number
of Meetings in 2008:
|
12
|
7
|
4
|
6
|
--
|
·
|
assist
the Board of Directors in its oversight of (a) the integrity of our
financial statements, (b) our compliance with legal and regulatory
requirements, (c) the independent auditor’s qualifications and
independence and (d) the performance of our general auditor and
independent auditor;
|
·
|
select,
evaluate and replace the independent auditors, and approve all engagements
of the independent auditors;
|
·
|
review
significant financial reporting issues and
practices;
|
·
|
discuss
our annual consolidated financial statements and quarterly “management
discussion and analysis of financial condition and results of operations”
included in our SEC filings and annual report to shareholders, if
applicable;
|
·
|
inquire
about significant risks and exposures, if any, and review and assess the
steps taken to monitor and manage such
risks;
|
·
|
establish
procedures for the receipt, retention and treatment of complaints
regarding accounting, internal auditing controls or auditing matters, and
for the confidential, anonymous submission by our employees of concerns
regarding questionable accounting or auditing
matters;
|
·
|
consult
with management before the appointment or replacement of the internal
auditor; and
|
·
|
prepare
the report required to be prepared by the Audit Committee pursuant to the
rules of the SEC for inclusion in our annual proxy
statement.
|
·
|
establish,
in consultation with senior management, our general compensation
philosophy;
|
·
|
review
and confer on the selection and development of executive officers and key
personnel;
|
·
|
review
and approve corporate goals and objectives relevant to the compensation of
the chief executive officer, evaluate the chief executive officer’s
performance in light of these goals and set the chief executive officer’s
compensation level based on this
evaluation;
|
·
|
review
and recommend to the Board for approval candidates for chief executive
officer;
|
·
|
review
and approve all compensation strategies, policies and programs that
encompass total remuneration of our executive officers and key
personnel;
|
·
|
make
recommendations to the Board regarding incentive compensation and
equity-based plans, and approve all grants and awards under such plans to
executive officers;
|
·
|
approve
employment and severance agreements for executive officers;
and
|
·
|
approve
employee benefit and executive compensation plans and programs and changes
to such plans and programs, if the present value cost of each plan or
change to a plan will not exceed $20 million for the next five calendar
years after their effectiveness.
|
·
|
identify
individuals qualified to become Board
members;
|
·
|
subject
to our Bylaws, recommend to the Board nominees for director (including
those recommended by shareholders in accordance with our Bylaws) and for
Board Committees;
|
·
|
take
a leadership role in shaping our corporate governance and recommend to the
Board the corporate governance principles applicable to
us;
|
·
|
develop
and recommend to the Board standards for determining the independence of
directors;
|
·
|
recommend
to the Board an overall compensation program for
directors;
|
·
|
make
recommendations to the Board regarding the size of the Board and the size,
structure and function of Board
Committees;
|
·
|
assist
in the evaluation of the Board and be responsible for the evaluation of
individual directors; and
|
·
|
recommend
to the Board such additional actions related to corporate governance as
the Committee deems advisable.
|
·
|
review
and provide guidance to senior management with respect to our annual
three-year financial plan;
|
·
|
review
and provide guidance to senior management with respect to our capital
structure, including reviewing and approving (within guidelines
established by the Board) issuance of securities by us or any of our
affiliates, reviewing and approving significant “off balance sheet”
transactions and reviewing and recommending changes, if necessary, to our
dividend and share repurchase
strategies;
|
·
|
review
our overall credit quality and credit ratings
strategy;
|
·
|
review
and provide guidance to senior management with respect to our reinsurance
strategies;
|
·
|
review
and provide guidance to senior management with respect to proposed
mergers, acquisitions, divestitures, joint ventures and other strategic
investments;
|
·
|
review
the general account and approve our investment policies, strategies and
guidelines;
|
·
|
review
our hedging program and the policies and procedures governing the use of
financial instruments including derivative instruments;
and
|
·
|
review
the adequacy of the funding of our qualified pension plans, including
significant actuarial assumptions, investment policies and
performance.
|
·
|
determine
the pricing of the securities offered from our shelf registration
statement (including the interest rate, dividend rate, distribution rate
or contract adjustment payments, as applicable, the conversion ratio or
settlement rate, as applicable, the price at which such securities will be
sold to the underwriters, the underwriting discounts, commissions and
reallowances relating thereto and the price at which such securities will
be sold to the public);
|
·
|
approve,
as necessary, the underwriting agreement, security and other transaction
documents relating to the offering and sale of the securities under our
shelf registration statement; and
|
·
|
elect
certain classes of our officers as the Board may determine by
resolution.
|
Nominees
for a Term Expiring at the 2012 Annual
Meeting
|
George
W. Henderson, III
Director
since 2006
Age
60
Principal
Occupation, Business Experience and Public and Investment Company
Directorships:
Retired
Executive. Chairman and Chief Executive Officer of Burlington
Industries, Inc., a
manufacturer of textile products (1995 – 2003). Director
of Bassett Furniture Industries, Inc.
|
Eric
G. Johnson
Director
since 1998
Age
58
Principal
Occupation, Business Experience and Public and Investment Company
Directorships:
President
and Chief Executive Officer of Baldwin Richardson Foods Company, a manufacturer of dessert
products and liquid condiments for retail and the food service
industry (December 1997 –
present).
|
M.
Leanne Lachman
Director
since 1985
Age
66
Principal
Occupation, Business Experience and Public and Investment Company
Directorships:
President
of Lachman Associates LLC, an independent real estate
consultant and investment advisor (October 2003 –
Present). Secretary of G.L. Realty Investors, Inc., a real estate investment
company (April 2004 – Present). Director of Liberty
Property Trust.
|
Isaiah
Tidwell
Director
since 2006
Age
64
Principal
Occupation, Business Experience and Public
and Investment Company Directorships:
Retired
Executive. Executive Vice President and Georgia Wealth
Management Director, Wachovia Bank, N.A., a diversified commercial
banking organization (2001 –
2005). Director of Lance, Inc. and Ruddick
Corporation.
|
Continuing
in Office for a Term Expiring at the 2010 Annual
Meeting
|
William
J. Avery
Director
since 2002
Age
68
Principal
Occupation, Business Experience and public and investment Company
Directorships:
Retired
Executive. Chairman of the Board and Chief Executive Officer of Crown Cork
& Seal Company, Inc., a manufacturer of packaging
products for consumer goods (1994 – 2001). Director of
Rohm & Haas.
|
William
H. Cunningham
Director
since 2006
Age
65
Principal
Occupation, Business Experience and public and investment Company
Directorships:
Professor
at The University of Texas at Austin (2000 – Present). Director
of Hayes Lemmerz International, Inc., Hicks Acquisition Company I, Inc.,
Introgen Therapeutics, Inc., John Hancock Mutual Funds and Southwest
Airlines Co.
|
William
Porter Payne
Director
since 2006
Age
61
Principal
Occupation, Business Experience and public and investment Company
Directorships:
Partner,
Gleacher Partners LLC, an investment banking and
asset management firm (2000 – Present). Director of
Cousins Properties, Inc.
|
Patrick
S. Pittard
Director
since 2006
Age
63
Principal
Occupation, Business Experience and public and investment Company
Directorships:
Distinguished
Executive in Residence at the Terry Business School, University
of Georgia (2002 – Present). Chairman, President and Chief
Executive Officer of Heidrick & Struggles International, Inc., a global provider of senior
level executive search and leadership development services (1983 –
2002). Director of Artisan Funds and CBeyond, Inc.
|
Continuing
in Office for a Term Expiring at the 2011 Annual
Meeting
|
Dennis
R. Glass
Director
since 2006
Age
59
Principal
Occupation, Business Experience and Public and Investment Company
Directorships:
President
and Chief Executive Officer of Lincoln National Corporation (July 2007 –
Present). President and Chief Operating Officer of Lincoln
National Corporation (April 2006 – July 2007). President and
Chief Executive Officer of Jefferson-Pilot Corporation (March 2004- April
2006). President and Chief Operating Officer of Jefferson-Pilot
Corporation (November 2001 – February 2004).
|
Michael
F. Mee
Director
since 2001
Age
66
Principal
Occupation, Business Experience and Public and Investment Company
Directorships:
Retired
Executive. Executive Vice President and Chief Financial Officer
of Bristol-Myers Squibb Company, a pharmaceutical and related
health care products company (March 1994 – April
2001). Director of Ferro Corporation.
|
David
A. Stonecipher
Director
since 2006
Age
68
Principal
Occupation, Business Experience and Public and Investment Company
Directorships:
Retired
Executive. Non-executive Chairman of the Board of Jefferson-Pilot
Corporation (March 2004 – April 2006). Director, Chairman of
the Board, Chief Executive Officer of Jefferson-Pilot Corporation (March
1993 – February 2004).
|
·
|
A
substantial portion of each outside director’s compensation is to be paid
in shares of our common stock or stock units based on our common
stock;
|
·
|
In
order to avoid the appearance of employee-like tenure or compromised
independence, our outside directors are generally not eligible for defined
benefit pensions; and
|
·
|
Outside
directors are expected to own shares of our common stock, or stock units
based on our common stock, at least equal in value to three times the cash
portion of their annual retainer (3 x $86,000) within five years of first
being elected (33% of vested options are counted toward this
requirement).
|
COMPENSATION
OF DIRECTORS
|
||||||
Name*
|
Fees
Earned or Paid in Cash1
($)
|
Stock
Awards2
($)
|
Option
Awards3
($)
|
Change
in Pension Value and Nonqualified Deferred Compensation
Earnings
|
All
Other Compensation ($)
|
Total
($)
|
William
J. Avery
|
91,000
|
43,000
|
54,670
|
--
|
10,2974
|
162,671
|
J.
Patrick Barrett
|
88,700
|
243,000
|
54,670
|
--
|
--
|
289,261
|
William
H. Cunningham
|
96,000
|
43,000
|
54,670
|
--
|
10,0005
|
178,911
|
George
W. Henderson, III
|
109,300
|
43,000
|
54,670
|
--
|
--
|
183,351
|
Eric
G. Johnson
|
96,000
|
43,000
|
54,670
|
--
|
--
|
168,852
|
M.
Leanne Lachman
|
125,400
|
43,000
|
54,670
|
--
|
8,500
|
207,522
|
Michael
F. Mee
|
86,000
|
43,000
|
54,670
|
--
|
--
|
163,927
|
William
Porter Payne
|
96,000
|
43,000
|
54,670
|
--
|
--
|
168,908
|
Patrick
S. Pittard
|
105,400
|
43,000
|
54,670
|
--
|
10,2974
|
180,484
|
David
A. Stonecipher
|
86,000
|
43,000
|
38,643
|
--
|
10,0005
|
158,726
|
Isaiah
Tidwell
|
91,000
|
43,000
|
54,670
|
--
|
9,0005
|
173,501
|
Name
|
Grant
Date Fair Value
of
Option Awards
Granted
in 2008
|
Number
of Shares
Underlying
Options
Outstanding
at
December
31, 2008
|
Vested
|
Unvested
|
Avery
|
43,002
|
14,506
|
9,007
|
5,499
|
Barrett
|
43,002
|
20,506
|
15,007
|
5,499
|
Cunningham
|
43,002
|
73,938
|
68,439
|
5,499
|
Henderson
|
43,002
|
73,938
|
68,439
|
5,499
|
Johnson
|
43,002
|
20,506
|
15,007
|
5,499
|
Lachman
|
43,002
|
20,506
|
15,007
|
5,499
|
Mee
|
43,002
|
17,506
|
12,007
|
5,499
|
Payne
|
43,002
|
73,938
|
68,439
|
5,499
|
Pittard
|
43,002
|
73,938
|
68,439
|
5,499
|
Stonecipher
|
43,002
|
1,984,938
|
1,979,439
|
5,499
|
Tidwell
|
43,002
|
18,446
|
12,947
|
5,499
|
Fiscal
Year Ended -
December
31, 2008
|
%
of Total Fees
|
Fiscal
Year Ended -
December
31, 2007
|
%
of Total Fees
|
|
Audit
Fees
|
$
8,145,020
|
79.6
|
$8,489,300
|
81.2
|
Audit-Related
Fees
|
2,091,859
|
20.4
|
1,961,133
|
18.8
|
Tax
Fees
|
--
|
--
|
--
|
--
|
All
Other Fees
|
--
|
--
|
--
|
--
|
TOTAL
FEES:
|
$10,236,879
|
100
|
$10,450,433
|
100
|
|
The
Audit Committee
|
|
William
J. Avery
|
|
George
W. Henderson, III
|
|
M.
Leanne Lachman, Chair
|
|
Isaiah
Tidwell
|
Plan
Category
|
Number
of securities to be issued upon exercise of outstanding options, warrants
and rights
(a)
|
Weighted-
average exercise price of outstanding options, warrants and
rights
(b)
|
Number
of securities remaining available for future issuance under equity
compensation (excluding securities reflected in column (a))
(c)
|
||
Equity
compensation plans approved by shareholders(4)
|
10,202,606 (1,
2)
|
$53.29
|
3,652,988
(4)
|
||
Equity
compensation plans not approved by shareholders
|
--
|
N/A
|
--
|
||
Total
|
10,202,606
|
$53.29(3)
|
3,652,988
|
Plan
Name
|
2008
|
2007
|
2006
|
Amended
and Restated ICP
|
407,301
|
68,896
|
79,981
|
Lincoln
National Corporation Deferred Compensation Plan for Non-Employee
Directors
|
25,224
|
21,942
|
21,306
|
4. Includes
up to 2,765,963 securities available for issuance in connection with
restricted stock, restricted stock units, performance stock units,
deferred stock and deferred stock unit awards under the Amended and
Restated ICP, and 409,441 under the non-employee director option
plan. Shares that may be issued in payment of awards, other
than options and stock appreciation rights, reduce the number of
securities remaining available for future issuance under equity
compensation plans at a ratio of 3.25-to-1. Also includes up to
477,584 securities available for issuance in connection with deferred
stock units under the Deferred Compensation Plan for Non-Employee
Directors. This amount does not include 129,877 restricted
stock
|
·
|
inadvertently
triggering “change-in-control” provisions in various compensation plans
and third-party agreements;
|
·
|
giving
undue influence to special-interest voters who use director votes to
forward their particular agenda; or
|
·
|
facilitating
opportunistic hostile takeover
bids.
|
·
|
the
2006-2008 performance period for long-term incentive awards earned on
December 31, 2008 and paid in early
2009;
|
·
|
the
2008 performance period for annual incentive awards earned on December 31,
2008 and paid in early 2009; and
|
·
|
the
2008-2010 performance period for long-term incentive awards granted in
2008.
|
|
·
|
a
“pay for performance” culture creating a strong nexus between levels of
executive compensation and our long-term and short-term financial
performance;
|
|
·
|
competitive
compensation targeted in general to “median” based on comparable market
data, and payment of above median incentive compensation only for
above-average performance;
|
|
·
|
performance
measures and goals which balance risk and reward and create the proper
incentives for our NEOs to achieve our overall business strategy;
and
|
|
·
|
appropriate
share ownership requirements and equity programs resulting in the
alignment of our NEOs’ financial interests with those of our
shareholders.
|
· AEGON
USA
|
· Met
Life
|
· Aetna
|
· Mutual
of Omaha
|
· AFLAC
|
· Nationwide
|
· AIG
|
· New
York Life
|
· Allianz
(Life USA)
|
· Northwest
Mutual
|
· Allstate
|
· Pacific
Life
|
· American
United Life
|
· Phoenix
Companies
|
· AXA
Equitable
|
· Principal
Financial
|
· CIGNA
|
· Prudential
Financial
|
· Genworth
Financial
|
· Securian
Financial
|
· Guardian
Life
|
· Sun
Life Financial
|
· Hartford
Financial Services
|
· Thrivent
Financial
|
· ING
|
· TIAA-CREF
|
· John
Hancock
|
· Unum
Group
|
· Massachusetts
Mutual
|
· USAA
|
· The Capital Group Companies,
Inc.
|
· Neuberger Berman, LLC
|
· Eagle Asset Management, Inc. (Raymond
James)
|
· Oppenheimer Funds, Inc.
|
· Fidelity Investments
|
· The Vanguard Group, Inc.
|
· Fisher Investments
|
· William Blair & Company,
L.L.C.
|
· MFC Private Wealth Management
|
NEOs
|
Base
Salary*
|
2008
AIP*
|
2008
LTI*
|
Dennis
R. Glass,
President
and CEO
|
12.5%
|
25%
|
62.5%
|
Frederick
J. Crawford,
CFO
of LNC
|
20.4%
|
22.4%
|
57.2%
|
Patrick
P. Coyne,
President,
Lincoln National Investment Companies, Inc. and Delaware Management
Holdings, Inc.
|
12.4%
|
45.9%
|
41.7%
|
Robert
N. Dineen
President,
Lincoln Financial Network
|
14.5%
|
37.8%
|
47.7%
|
Mark
E. Konen,
President,
Insurance Solutions
|
21.8%
|
22.6%
|
55.6%
|
·
|
Income
from Operations per Diluted Share — We believe that this measure is a
significant valuation tool used by stock analysts in the financial
services industry and also reflects the success of actions that management
has taken during the applicable period to increase shareholder
value.
|
·
|
Growth
in Gross Deposits and Sales — In our business, deposits and sales in the
short-term do not have a significant impact on income from operations per
share, but over time and at a compounded growth rate, they create value
through building the in-force contribution to earnings and returns. We
believe that distribution strength (depth and breadth) is among the more
important drivers of valuation, and deposits and sales are a good way to
measure the value of the distribution franchise and overall product
competitiveness. In the tables below, this includes the
Individual Markets Life Sales, Individual Markets Annuities Gross
Deposits, Employer Markets Gross Deposits and Sales, and Delaware Retail
Sales and Institutional Inflows, as well as specific line of business
sales and gross deposits measures for certain
NEOs.
|
·
|
Merger-Related
Cost Savings — Management established a three-year merger-related savings
target of $180 million originally and revised to $200 million, as one of
the key assumptions in establishing the success of our
|
·
|
Realized
gain (loss) – defined as gains and losses on investments and derivative
investments (including reinsurance embedded derivative, net of the
corresponding trading securities), losses from impairments of long-lived
assets (including goodwill and other intangibles), gain and loss on the
sale of subsidiaries, businesses, and other long-lived
assets;
|
·
|
FAS
113 reserve development and the related amortization on subsidiaries,
businesses and other long-lived assets sold through indemnity
reinsurance;
|
·
|
Loss
on early retirement of
indebtedness;
|
·
|
Initial
effect of the adoption of new accounting principles (such as the adoption
of Statement of Financial Accounting Standard No.157, “Fair value
Measurements” effective January 1, 2008 and other accounting principles
that become effective during the performance period);
and
|
·
|
Discontinued
Operations – both the income in the period and the gain or loss on
disposition (U.S. GAAP requires that when a business meets the criteria
for being classified as Discontinued Operations, all prior periods must be
restated).
|
·
|
Expenses
related to acquisitions, mergers, divestitures, integration and
restructuring activities, including restructuring charges, and losses
associated with changes to employee benefit
plans;
|
·
|
Reductions
in earnings in the performance period from those in the base year as a
result of the on-going impact of a change in accounting
principle;
|
·
|
Reduction
in earnings from changes in the hedging program or an increase in fair
value of the embedded derivative liability in excess of the change in fair
value of the related hedging instruments (excluding the cost of the
hedging program) related to the variable annuity living
benefits;
|
·
|
Losses
and expenses resulting from claims, damages, judgments, liabilities and
settlements arising from legal and regulatory proceedings in excess of $10
million; and
|
·
|
Increases
in our effective tax rate due to changes in the computation of the
separate account dividends received deduction under the federal income tax
law, and increases to the corporate tax rate from the rate in effect at
the beginning of the performance period due to legislative
changes.
|
2008
AIP Performance Measures for:
Dennis
R. Glass and Frederick J. Crawford
|
Relative
Weight
|
Goal
at
Minimum
|
Goal
at
Target
|
Goal
at
Maximum
|
Actual
Performance
Results
|
Payout
as a Percentage of Target
|
Income
from Operations
per
Diluted Share
|
50%
|
$5.71
|
$6.01
|
$6.31
|
$3.51
|
0%
|
Individual
Markets
Life
Sales
|
7.5%
|
$780
|
$821
|
$862
|
$656.6
|
0%
|
Individual
Markets Annuities Gross Deposits
|
7.5%
|
$14,650
|
$15,100
|
$16,000
|
$11,729
|
0%
|
Employer
Markets
Gross
Deposits and Sales
|
7.5%
|
$7,034
|
$7,404
|
$7,774
|
$5,947.4
|
0%
|
Delaware
Retail Sales and Institutional Inflows
|
7.5%
|
$17,300
|
$18,794
|
$20,053
|
$13,592
|
0%
|
Merger-Related
Cost Savings (2008 realized savings)
|
20%
|
$161.5
|
$179.4
|
$197.3
|
$212.6
|
200%
|
2008
AIP Performance
Measures
for:
Patrick
P. Coyne
|
Relative
Weight
|
Goal
at
Minimum
|
Goal
at
Target
|
Goal
at
Maximum
|
Actual
Performance
Results
|
Payout
as a Percentage of Target
|
Income
from Operations Per Diluted
Share
|
20%
|
$5.71
|
$6.01
|
$6.31
|
$3.51
|
0%
|
Individual
Markets Life Sales
|
3%
|
$780
|
$821
|
$862
|
$656.6
|
0%
|
Individual
Markets
Annuities
Gross Deposit
|
3%
|
$14,650
|
$15,100
|
$16,000
|
$11,729
|
0%
|
Employer
Markets
Gross
Deposits and Sales
|
3%
|
$7,034
|
$7,404
|
$7,774
|
$5,947.4
|
0%
|
Delaware
Retail Sales and Institutional
Inflows
|
3%
|
$17,300
|
$18,794
|
$20,053
|
$13,592
|
0%
|
Merger-Related
Cost Savings (2008
realized
savings)
|
8%
|
$161.5
|
$179.4
|
$197.3
|
$212.6
|
200%
|
Income
from Operations/Line of Business
Earnings
|
24%
|
$69
|
$73
|
$76
|
$28.1
|
0%
|
Growth
in Sales for the Business Unit (Retail Sales and Institutional
Inflows)
|
24%
|
$17,300
|
$18,794
|
$20,053
|
$13,592
|
0%
|
Retail
Investment Performance -
10
year
|
2%
|
60%
|
65%
|
70%
|
68.4%
|
168.4%
|
Retail
Investment Performance -
5
year
|
2%
|
60%
|
65%
|
70%
|
67.5%
|
150%
|
Retail
Investment Performance -
3
year
|
1%
|
60%
|
65%
|
70%
|
61%
|
60%
|
Retail
Investment Performance -
1
year
|
1%
|
60%
|
65%
|
70%
|
68.3%
|
165.85%
|
Institutional
Investment Performance -
5
year
|
3%
|
5
of 8
|
6
of 8
|
7
of 8
|
3
of 8
|
0%
|
Institutional
Investment Performance -
3
year
|
2%
|
5
of 8
|
6
of 8
|
7
of 8
|
3
of 8
|
0%
|
Institutional
Investment Performance -
1
year
|
1%
|
5
of 8
|
6
of 8
|
7
of 8
|
3
of 8
|
0%
|
2008
AIP: Performance Measures for
Robert
W. Dineen
|
Relative
Weight
|
Goal
at
Minimum
|
Goal
at
Target
|
Goal
at
Maximum
|
Actual
Performance
Results
|
Payout
as a Percentage of Target
|
Income
from Operations
per
Diluted Share
|
20%
|
$5.71
|
$6.01
|
$6.31
|
$3.51
|
0%
|
Individual
Markets Life Sales
|
3%
|
$780
|
$821
|
$862
|
$656.60
|
0%
|
Individual
Markets
Annuities
Gross Deposits
|
3%
|
$14,650
|
$15,100
|
$16,000
|
$11,729
|
0%
|
Employer
Markets
Gross
Deposits and Sales
|
3%
|
$7,034
|
$7,404
|
$7,774
|
$5,947.40
|
0%
|
Delaware
Retail Sales and Institutional
Inflows
|
3%
|
$17,300
|
$18,794
|
$20,053
|
$13,592.03
|
0%
|
Merger-Related
Cost Savings
(2008
realized savings)
|
8%
|
$161.50
|
$179.40
|
$197.30
|
$212.60
|
200%
|
Line
of Business Earnings
|
15%
|
($3.0)
|
$1.5
|
$5.0
|
$6.8
|
200%
|
Lincoln
Financial Network
Life
Sales
|
22.5%
|
$169
|
$178
|
$187
|
$161.4
|
0%
|
Lincoln
Financial Network
All
Other Sales
|
22.5%
|
$2,145
|
$2,258
|
$2,371
|
$1,932.4
|
0%
|
2008
AIP Performance
Measures
for:
Mark
E. Konen
|
Relative
Weight
|
Goal
at
Minimum
|
Goal
at
Target
|
Goal
at
Maximum
|
Actual
Performance
Results
|
Payout
as a Percentage of Target
|
Income
from Operations
per
Diluted Share
|
20%
|
$5.71
|
$6.01
|
$6.31
|
$3.51
|
0%
|
Individual
Markets Life Sales
|
3%
|
$780
|
$821
|
$862
|
$656.6
|
0%
|
Individual
Markets Annuities Gross Deposits
|
3%
|
$14,650
|
$15,100
|
$16,000
|
$11,729
|
0%
|
Employer
Markets Gross Deposits and Sales
|
3%
|
$7,034
|
$7,404
|
$7,774
|
$5,947.4
|
0%
|
Delaware
Retail Sales and Institutional Inflows
|
3%
|
$17,300
|
$18,794
|
$20,053
|
$13,592
|
0%
|
Merger-Related
Cost Savings (2008 realized savings)
|
8%
|
$161.5
|
$179.4
|
$197.3
|
$212.6
|
200%
|
Income
from Operations/Line of Business Earnings
|
30%
|
$1,158
|
$1,219
|
$1,280
|
$696.2
|
0%
|
Individual
Market Life Sales
|
15%
|
$780
|
$821
|
$862
|
$656.6
|
0%
|
Individual
Market Annuities Sales
|
15%
|
$14,650
|
$15,100
|
$16,000
|
$11,729
|
0%
|
2008-2010
LTI
Performance
Award Measures
|
Relative
Weight
|
Income
from Operations per Diluted Share
|
33
1/3%
|
Growth
in Gross Deposits and Sales
|
33
1/3%
|
Return
on Equity Based on Income from Operations (“ROE”)
|
33
1/3%
|
Performance
Measures for 2006-2008 Performance Cycle
|
Relative
Weight
|
Goal
at
Minimum
|
Goal
at
Target
|
Goal
at
Maximum
|
Actual
Performance
Results
|
Payout
as a Percentage of Target1
|
Growth
in Income from Operations per Diluted Share
|
33
1/3%
|
4%
|
12%
|
15%
|
9.4%
|
0%
|
Growth
in Gross Deposits and Sales
|
33
1/3%
|
5%
|
10%
|
15%
|
7.1%
|
23.66%
|
Return
on Equity Based on Income from Operations
|
40%
|
12.5%
|
13.25%
|
14%
|
9.7%
|
0%
|
Officer
Position
|
Expected
Level of 2008 Ownership
Multiple
of Base Salary
|
CEO
|
5
times base salary
|
President
& COO
|
4
times base salary
|
Executive
Officers (other than the
CEO
and COO)
|
3
times base salary
|
Corporate
Leadership Group (CLG)
|
2
times base
salary
|
·
|
To
attract and retain qualified executives in the face of an actual or
threatened change of control of Lincoln National Corporation (in the case
of the LNC COC Plan);
|
·
|
To
enable such executives to help our Board assess any proposed change of
control of us and advise the Board as to whether such a proposal is in our
best interests, our shareholders’ best interests, and in the best
interests of our policyholders and customers without being unduly
influenced by the possibility of employment termination;
and
|
·
|
To
demonstrate to those executives our desire to treat them fairly and
competitively in such
circumstances.
|
·
|
our
CEO and CFO; and
|
·
|
our
three other most highly compensated executive officers employed on
December 31, 2008.
|
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)1
|
Option
Awards
($)1
|
Non-Equity
Incentive
Plan
Compensation
($)2
|
Change
in Pension Value and Non-Qualified Deferred Compensation
Earnings
($)3
|
All
Other Compensation
($)4
|
Total
($)
|
||||||||||
2008
|
1,000,000
|
765,918
|
2,500,007
|
800,000
|
__
|
2,259,340
|
7,325,265
|
||||||||||||
Dennis
R. Glass
|
2007
|
929,231
|
2,161,080
|
3,845,660
|
2,352,781
|
555,686
|
8,156,411
|
18,000,849
|
|||||||||||
President
and CEO of LNC
|
2006
|
700,000
|
1,366,623
|
__
|
2,205,000
|
432,573
|
504,708
|
5,208,904
|
|||||||||||
2008
|
509,769
|
199,229
|
619,822
|
244,400
|
15,073
|
135,408
|
1,723,701
|
||||||||||||
Frederick
J. Crawford
|
2007
|
498,077
|
759,308
|
369,195
|
758,350
|
64,860
|
707,986
|
3,157,776
|
|||||||||||
CFO
of LNC
|
2006
|
400,000
|
921,525
|
116,169
|
1,495,830
|
121,313
|
76,850
|
3,131,687
|
|||||||||||
Patrick
P. Coyne
|
2008
|
469,539
|
825,903
|
359,266
|
423,447
|
__
|
1,217,484
|
3,295,639
|
|||||||||||
President,
Lincoln National Investment Companies, Inc. and Delaware Management
Holdings, Inc.
|
2007
|
450,000
|
536,737
|
881,541
|
1,804,976
|
__
|
690,283
|
4,363,538
|
|||||||||||
2006
|
395,000
|
22,816
|
759,210
|
4,081,500
|
__
|
231,554
|
5,490,080
|
||||||||||||
Robert W. Dineen5
|
2008
|
419,754
|
116,667
|
106,110
|
693,001
|
504,252
|
25,697
|
383,400
|
2,248,881
|
||||||||||
President,
Lincoln Financial Advisors
|
2007
|
400,000
|
1,051,993
|
1,115,287
|
2,163,687
|
87,043
|
1,750,952
|
6,568,962
|
|||||||||||
Mark E. Konen6
|
2008
|
499,327
|
168,036
|
601,016
|
86,240
|
__
|
236,088
|
1,590,707
|
|||||||||||
President,
Insurance Solutions
and
Retirement Solutions
|
|||||||||||||||||||
Name
|
Perquisitesa
($)
|
Miscellaneousb
($)
|
401(k)
Matching Contributionsc
($)
|
Additional
Company Contributions into Deferred Compensation
Plan
(Match, Core and Transitional Contributions)c
($)
|
Company
Contributions into Deferred Compensation Plan from Termination of Defined
Benefit Obligationsd
($)
|
Special
Executive
Credit
into Deferred Compensation Plane
($)
|
Compensation
for In-the-Money Options Cancellationf
($)
|
TOTAL
($)
|
||||||||
Dennis
R. Glass
|
99,205
|
__
|
30,500
|
509,635
|
1,620,000
|
2,259,340
|
||||||||||
Frederick
J. Crawford
|
__
|
25,345
|
20,825
|
25,832
|
63,406
|
135,408
|
||||||||||
Patrick
P. Coyne
|
13,377
|
__
|
7,899
|
78,585
|
159,466
|
958,157
|
1,217,484
|
|||||||||
Robert
W. Dineen
|
__
|
__
|
19,533
|
244,240
|
119,627
|
383,400
|
||||||||||
Mark
E. Konen
|
22,348
|
__
|
29,986
|
162,034
|
21,720
|
236,088
|
(a)
|
For
Mr. Glass, of the amount listed, $82,901 represents the aggregate
incremental cost of personal use of corporate aircraft; the remainder
represents the cost of automobile insurance prior to the termination of
Mr. Glass’s Employment Agreement, the cost of matching charitable gifts
made by the Lincoln Financial Foundation, Inc. on his behalf and the
reimbursement of financial planning
expenses.
|
(b)
|
In
conjunction with the relocation of our corporate offices from Philadelphia
to Radnor, we failed to withhold the appropriate Philadelphia wage tax on
AIP payments for over 100 employees, including Mr. Crawford. To
correct the mistake, we included the amount of the Philadelphia wage tax,
$17,848 plus a gross up on the taxes of
$7,497.
|
(c)
|
Represents
company matching contributions under our Employees’ Savings and Retirement
Plan, or 401(k) plan, and excess matching contributions to the DC SERP,
which are amounts above applicable Internal Revenue Code
limits. In addition, Mr. Coyne, as an employee of Delaware
Investments, participates in the DRP. The DRP is a
tax-qualified, money purchase pension plan—a defined contribution plan—to
which the company contributes a fixed percentage (7.5%) of eligible
compensation. Because the DRP is a tax-qualified plan, amounts
above Internal Revenue Code limits are contributed to the DC SERP on Mr.
Coyne’s behalf.
|
(d)
|
Represents
amounts contributed to Mr. Glass’s DC SERP account primarily to correct an
oversight in calculating our contribution to his DC SERP account in
connection with the freezing of our defined benefit retirement plans,
which is described in more detail in the CD&A on page 45
above.
|
|
(e)
|
As
of December 31, 2007, the Board approved the freeze of defined benefit
retirement plans covering our employees, including our NEOs as part of our
decision to convert from a defined benefit retirement program to a defined
contribution retirement program. For all NEOs (except Mr.
Glass), an additional contribution—
|
|
(f)
|
Represents
amounts to be paid to Mr. Coyne on May 30, 2009 in connection with the
cancellation of certain vested and unvested in-the-money options granted
under the DIUS ICP which is described in more detail under “The Delaware
Investments US, Inc. Incentive Compensation Plan” in the CD&A on pages
43 to 44 above.
|
Name
|
Grant
Date
|
Estimated
Possible Payouts Under Non-Equity Incentive Plan Awards1
|
Estimated
Future Payouts Under Equity Incentive Plan Awards
|
All
Other Stock Awards: Number of Shares of Stock or Units
(#)
|
All
Other Option Awards: Number of Securities Underlying Options
(#)
|
Exercise
or Base Price of Option Awards
($/SH)
|
Grant
Date Fair Value of Stock and Option Awards
($)7
|
||||||||||||||
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
||||||||||||||||
Dennis
R. Glass
|
75,000
|
2,000,000
|
4,000,000
|
||||||||||||||||||
2/7/20082
|
2,003
|
48,077
|
96,154
|
2,500,004
|
|||||||||||||||||
2/7/20086
|
319,694
|
52.76
|
2,500,007
|
||||||||||||||||||
Frederick
J. Crawford
|
21,038
|
561,000
|
1,122,000
|
716,560
|
|||||||||||||||||
2/7/20082
|
574
|
13,780
|
27,560
|
||||||||||||||||||
2/7/20086
|
91,631
|
52.76
|
716,554
|
||||||||||||||||||
Patrick
P. Coyne
|
10,434
|
1,739,000
|
3,478,000
|
||||||||||||||||||
2/7/20082
|
210
|
5,038
|
10,076
|
261,976
|
|||||||||||||||||
2/7/20086
|