Common use of GE Stock Options, Stock Appreciation Rights and Restricted Stock Units Clause in Contracts

GE Stock Options, Stock Appreciation Rights and Restricted Stock Units. Except as provided in Schedule I hereof, all GE stock options that are vested and held by Employees as of the Pricing Date will be exercisable in accordance with their terms and the GE 1990 Long-Term Incentive Plan. All GE stock options that are unvested and held by Employees as of the Pricing Date and all GE stock appreciation rights (whether or not vested) held by Employees as of the Pricing Date will be cancelled and converted on the Pricing Date to a like award of (or denominated in) Genworth common stock based on a ratio equal to the initial offering price of Genworth common stock divided by the weighted-average stock price of GE common stock for the trading day immediately prior to the Pricing Date (the “Conversion Ratio”), subject to the effectiveness of a registration statement on Form S-8 relating to the registration of shares of Class A common stock to be offered by Genworth pursuant to the Genworth Equity and Long-Term Performance Award Plan. All GE restricted stock units held by Employees as of the Pricing Date will be cancelled and converted on the Pricing Date to Genworth restricted stock units based on the Conversion Ratio, subject to the effectiveness of a registration statement on Form S-8 relating to the registration of shares of Class A common stock to be offered by Genworth pursuant to the Genworth Equity and Long-Term Performance Award Plan. In all other respects, the converted awards held by Employees will be subject to the same terms and conditions as set forth respectively in the original award grants and, if applicable, the GE 1990 Long-Term Incentive Plan; provided, however, that no such awards shall vest solely as a result of the Trigger Date. The foregoing cancellation and conversion of GE stock options, GE stock appreciation rights, and GE restricted stock units shall immediately be rescinded in all respects in the event that delivery of the Firm Public Offering Shares (as defined in the Master Agreement) to the Underwriters (as defined in the Master Agreement) against payment therefor is not complete within four (4) Business Days (as defined in the Master Agreement) after the Closing Date.

GE Stock Options, Stock Appreciation Rights and Restricted Stock Units. Except as provided in Schedule I hereof, all GE stock options that are vested and held by Employees as of the Pricing Date Effective Time will be exercisable in accordance with their terms and the GE 1990 Long-Term Incentive Plan. All GE stock options that are unvested and held by Employees as of the Pricing Date Effective Time and all GE stock appreciation rights (whether or not vested) held by Employees as of the Pricing Date Effective Time will be cancelled and converted on at the Pricing Date Effective Time to a like award of (or denominated in) Genworth common stock based on a ratio equal to the initial offering price of Genworth common stock divided by the weighted-average stock price of GE common stock for the trading day immediately prior to the Pricing Date date on which the Underwriting Agreements (as defined in the Master Agreement) are executed and delivered by each of the parties thereto (the “"Conversion Ratio”"), subject to the effectiveness of a registration statement on Form S-8 relating to the registration of shares of Class A common stock to be offered by Genworth pursuant to the Genworth Equity and Long-Term Performance Award Plan. All GE restricted stock units held by Employees as of the Pricing Date Effective Time will be cancelled and converted on at the Pricing Date Effective Time to Genworth restricted stock units based on the Conversion Ratio, subject to the effectiveness of a registration statement on Form S-8 relating to the registration of shares of Class A common stock to be offered by Genworth pursuant to the Genworth Equity and Long-Term Performance Award Plan. In all other respects, the converted awards held by Employees will be subject to the same terms and conditions as set forth respectively in the original award grants and, if applicable, the GE 1990 Long-Term Incentive Plan; provided, however, that no such awards shall vest solely as a result of the Trigger Date. The foregoing cancellation and conversion of GE stock options, GE stock appreciation rights, and GE restricted stock units shall immediately be rescinded in all respects in the event that delivery of the Firm Public Offering Shares (as defined in the Master Agreement) to the Underwriters (as defined in the Master Agreement) against payment therefor is not complete within four (4) Business Days (as defined in the Master Agreement) after the Closing Date.

GE Stock Options, Stock Appreciation Rights and Restricted Stock Units. Except as provided in Schedule I hereof, all GE stock options that are vested and held by Employees as of the Pricing Closing Date will be exercisable in accordance with their terms and the GE 1990 Long-Term Incentive Plan. All GE stock options that are unvested and held by Employees as of the Pricing Closing Date and all GE stock appreciation rights (whether or not vested) held by Employees as of the Pricing Closing Date will be cancelled and converted on the Pricing Closing Date to a like award of (or denominated in) Genworth common stock based on a ratio equal to the initial offering price of Genworth common stock divided by the weighted-average stock price of GE common stock for the trading day immediately prior to the Pricing Closing Date (the “Conversion Ratio”), subject to the effectiveness of a registration statement on Form S-8 relating to the registration of shares of Class A common stock to be offered by Genworth pursuant to the Genworth Equity and Long-Term Performance Award Plan. All GE restricted stock units held by Employees as of the Pricing Closing Date will be cancelled and converted on the Pricing Closing Date to Genworth restricted stock units based on the Conversion Ratio, subject to the effectiveness of a registration statement on Form S-8 relating to the registration of shares of Class A common stock to be offered by Genworth pursuant to the Genworth Equity and Long-Term Performance Award Plan. In all other respects, the converted awards held by Employees will be subject to the same terms and conditions as set forth respectively in the original award grants and, if applicable, the GE 1990 Long-Term Incentive Plan; provided, however, that no such awards shall vest solely as a result of the Trigger Date. The foregoing cancellation and conversion of GE stock options, GE stock appreciation rights, and GE restricted stock units shall immediately be rescinded in all respects in the event that delivery of the Firm Public Offering Shares (as defined in the Master Agreement) to the Underwriters (as defined in the Master Agreement) against payment therefor is not complete within four (4) Business Days (as defined in the Master Agreement) after the Closing Date.