EX-10.56.3
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dex10563.htm
FORM OF STOCK OPTION
Exhibit 10.56.3
2004 Genworth Financial, Inc.
Omnibus Incentive Plan
Stock Option Award Agreement
U.S. Award Agreement
Dear [Optionee]:
Congratulations on your selection as a Participant in the 2004 Genworth Financial, Inc. Omnibus Incentive Plan (the “Plan”). This Award Agreement and the Plan together govern your rights under this
Award and set forth all of the conditions and limitations affecting such rights. Unless the context otherwise requires, capitalized terms used in this Award Agreement shall have the meanings ascribed to them in the Plan. If there is any
inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms of this Award Agreement.
x. Xxxxx Date. [Grant Date.]
b. Number of Stock Options. [Number of Options.]
c. Exercise Price per Stock Option. [Exercise Price.]
d. Vesting Dates. The Stock Options shall not
provide you with any rights or interests therein until the Stock Options vest and become exercisable. [Vesting Dates.]
e. Expiration Date(s). [Expiration Date(s).]
a.
Employment Termination Due to Death. If your service with the Company and its Affiliates terminates as a result of your death, then any unvested Stock Options as of the date of your death shall immediately vest and become exercisable upon
such death, and any unexercised Stock Options shall expire on the later of (i) the expiration date or (ii) twenty-four (24) months after the date of your death.
b. Employment Termination Due to Transfer of Business to Successor Employer. If your service with the Company
and its Affiliates terminates as a result of employment by a successor employer to which the Company has transferred a business operation, then any unvested Stock Options shall continue to vest and become exercisable in accordance with the vesting
dates, and any vested and unexercised Stock Options shall expire on the earlier of (i) five (5) years after the date of such termination of
service or (ii) the expiration date; provided, however, that if you die less than
twenty-four (24) months before the earlier of such dates, then any unvested Stock Options as of the date of your death shall immediately vest and become exercisable upon such death, and any unexercised Stock Options shall not expire until
twenty-four (24) months after the date of your death.
c.
Employment Termination Less Than One Year After Grant Date. If your service with the Company and its Affiliates terminates for any reason other than death or due to the transfer of a business operation of the Company to a successor
employer before the first anniversary of the grant date, then the Stock Options, whether or not vested and exercisable as of the date of such termination, shall immediately expire upon such termination.
d. Employment Termination More Than One Year After Grant Date.
If, on or after the first anniversary of the grant date, your service with the Company and its Affiliates terminates as a result of any of the reasons set forth below, each as defined below or determined in accordance with rules adopted by the
Committee, then the vesting dates and expiration date shall be automatically adjusted as provided below:
| (ii) | Voluntary Termination or Termination for Cause. If your service with the Company and its Affiliates terminates as a result of your voluntary termination
prior to your attainment of age sixty (60) and accumulation of five (5) or more years of combined and continuous service with the Company, General Electric Company and any of their Affiliates, or termination for Cause, then the Stock Options,
whether or not vested and exercisable as of the date of such termination, shall immediately expire upon such termination. For purposes of this Award Agreement, “Cause” shall mean (i) your willful and continued failure to
substantially perform your duties with the Company and its Affiliates (other than any such failure resulting from your Disability); (ii) your willful engagement in conduct (other than conduct covered under clause (i) above) which is injurious to the
Company and/or its Affiliates, monetarily or otherwise; or (iii) your violation of material Company or Affiliate policy, or your breach of noncompetition, confidentiality, or other restrictive covenant with respect to the Company or any of its
Affiliates, that applies to you; provided, however, that for purposes of clauses (i) and (ii) of this definition, no act, or failure to act, on your part shall be deemed “willful” unless done, or omitted to be done, by you
not in good faith and without reasonable belief that the act, or failure to act, was in the best interests of the Company and/or its Affiliates. |
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a. Upon the occurrence of a Change of Control in which the Successor Entity fails to Assume and Maintain this Award of Stock Options, the Stock
Options shall fully vest and become exercisable as of the effective date of the Change of Control; an amount determined below shall be distributed or paid to you within thirty (30) days following the effective date of the Change of Control in cash,
Shares, other securities, or any combination, as determined by the Committee; and the Stock Options shall thereafter terminate.
b. If a Change of Control occurs and the Successor Entity Assumes and Maintains this Award of Stock Options, and if your service with the Company
and its Affiliates is terminated by the Company or one of its Affiliates without Cause (other than such termination resulting from your death or Disability) or by you for Good Reason within twelve (12) months following the effective date of the
Change of Control, then the Stock Options shall fully vest and become exercisable as of the date of such termination of service; an amount determined below shall be distributed or paid to you within thirty (30) days following the date of such
termination of service in cash, Shares, other securities, or any combination, as determined by the Committee; and the Stock Options shall thereafter terminate.
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The amount distributed or paid to you pursuant to this paragraph 3 shall equal the excess of the Fair
Market Value of one Share over the Stock Option exercise price, with such excess multiplied by the number of such Stock Options, as of (i) the effective date of the Change of Control in the case of subparagraph a. above or (ii) the date of such
termination of service in the case of subparagraph b. above.
For purposes of this Award Agreement, “Good Reason” shall mean any reduction in the aggregate value of your compensation (including base salary and bonus), or a substantial reduction in the aggregate value of benefits
provided to you; provided, however, that Company-initiated across-the-board reductions in compensation or benefits affecting substantially all employees shall alone not be considered Good Reason.
a. How to
Exercise. The Stock Options hereby granted shall be exercised by written notice to the Vice President-Compensation and Benefits, or by such other means as the Committee shall prescribe. At or before issuance by the Company of the Shares to
you pursuant to exercise of the Stock Options, you shall either (i) make payment to the Company of an amount equal to the exercise price of such Shares in United States dollars, or the equivalent thereof acceptable to the Company, or (ii) subject to
the approval of the Committee, you may be permitted to exercise pursuant to a broker-assisted “cashless exercise” procedure, as permitted under the Federal Reserve Board’s Regulation T, subject to securities law restrictions, or (iii)
by any other means which the Committee, in its sole discretion, determines to be consistent with the Plan’s purpose and applicable law. Under a “cashless exercise,” you would receive the net number of Shares after taking into account
both the exercise price and any required tax withholding. No fractional Shares shall be issued or delivered. Fractional Shares shall be paid out in cash.
b. Who Can Exercise. Except as provided in the Plan, during your lifetime, the Stock Options shall be exercisable only by you. No assignment
or transfer of the Stock Options, whether voluntary or involuntary, by operation of law or otherwise, except by will or the laws of descent and distribution or as otherwise required by applicable law, shall vest in the assignee or transferee any
interest whatsoever. Upon your death, your estate (or the beneficiary that receives the Stock Options under your will) may exercise the vested Stock Options.
c. Tax Withholding. The Company shall have the power and the right to deduct or withhold, or require you or your beneficiary to remit to
the Company, an amount sufficient to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Award Agreement.
d. Share Withholding. With respect to withholding required
upon any taxable event arising as a result of the Stock Options granted hereunder, you may elect, subject to the approval of the Committee, to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares having a
Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax which could be withheld on the transaction. All such elections shall be irrevocable, made in writing, signed, and shall be subject to any restrictions
or limitations that the Committee, in its sole discretion, deems appropriate.
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5. | Nontransferability. The Stock Options awarded pursuant to this Award Agreement may not be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated (“Transfer”), other than by will or by the laws of descent and distribution, except as provided in the Plan. If any prohibited Transfer, whether voluntary or involuntary, of the Stock Options is attempted to be made, or
if any attachment, execution, garnishment, or lien shall be attempted to be issued against or placed upon the Stock Options, your right to such Stock Options shall be immediately forfeited to the Company, and this Award Agreement shall be null and
void. |
a. A copy of the Plan will be furnished upon written or oral request made to the Human Resources Department, Genworth Financial, Inc., 0000 X.
Xxxxx Xxxxxx, Xxxxxxxx, XX 00000, or telephone (000) 000-0000.
b. As required by applicable securities laws, the Company is delivering to you a prospectus in connection with this Award, which delivery is being made electronically. You can access the prospectus on the Company’s intranet via
the following web address: xxxx://xxxxxxxxx.xxxxxxxx.xxx/XxxxXxxxxxxxxx. The prospectus includes the Company’s prospectus, filed on May 25, 2004, pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which can also be
accessed at the foregoing web address. A paper copy of the prospectus may also be obtained without charge by contacting the Human Resources Department at the address or telephone number listed above.
c. You are hereby notified that in the future the Company will
deliver to you electronically a copy of the Company’s Annual Report to Stockholders for each fiscal year, as well as copies of all other reports, proxy statements and other communications distributed to the Company’s stockholders. Each of
the documents referenced in this subparagraph c. may be accessed by going to the Company’s website at xxx.xxxxxxxx.xxx and clicking on “Investor Info” and then “SEC Filings” (or, if the Company changes its web site,
by accessing such other web site address(es) containing investor information to which the Company may direct you in the future) and will be deemed delivered to you upon posting or filing by the Company. Upon written or oral request, paper copies of
these documents (other than certain exhibits) may also be obtained by contacting the Company’s Human Resources Department at the address or
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telephone number listed above or by contacting the Investor Relations Department, Genworth Financial,
Inc., 0000 X. Xxxxx Xxxxxx, Xxxxxxxx, XX 00000, or telephone (000) 000-0000.
10. | Amendment, Modification, Suspension, and Termination. The Board of Directors shall have the right at any time in its sole discretion, subject to certain
restrictions, to alter, amend, modify, suspend, or terminate the Plan in whole or in part, and the Committee shall have the right at any time in its sole discretion to alter, amend, modify, suspend or terminate the terms and conditions of any Award;
provided, however, that no such action shall adversely affect in any material way your Award without your written consent. |
13. | Agreement to Participate. If you do not wish to participate in the Plan and be subject to the provisions of this Award Agreement, please contact the
Human Resources Department, Genworth Financial, Inc., 0000 X. Xxxxx Xxxxxx, Xxxxxxxx, XX 00000, or at (000) 000-0000, within thirty (30) days of receipt of this Award Agreement. If you do not respond within thirty (30) days of receipt of this Award
Agreement, the Award Agreement is deemed accepted. If you choose to participate in the Plan, you agree to abide by all of the governing terms and provisions of the Plan and this Award Agreement. |
Additionally, by agreeing to participate, you acknowledge that you have
reviewed the Plan and this Award Agreement, and you fully understand all of your rights under the Plan and this Award Agreement, the Company’s remedies if you violate the terms of this Award Agreement, and all of the terms and conditions which
may limit your eligibility to retain and receive the Stock Options and/or Shares issued pursuant to the Plan and this Award Agreement.
Please refer any questions you may have regarding your Stock Options grant to your local Human Resources Manager.
This document constitutes part of a prospectus covering securities that
have been registered
under the Securities Act of 1933.
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