EX-10.56.4 5 dex10564.htm FORM OF STOCK APPRECIATION RIGHTS Omnibus Incentive Plan Stock Appreciation Rights Award Agreement Dear [SAR Grantee]:
Exhibit 10.56.4
2004 Genworth Financial, Inc.
Omnibus Incentive Plan
Stock Appreciation Rights Award Agreement
U.S. Award Agreement
Dear [SAR Grantee]:
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 SARs. [Number of SARs.]
c. SAR Exercise Price. [Exercise Price.]
e. Expiration Date. [Expiration Date.]
2. | Vesting, Exercisability and Expiration Date. The SARs shall vest and become exercisable only on and after the vesting dates, and shall expire on the expiration date, except as follows: |
before the earlier of such dates, then any unvested SARs as of the date of your death shall immediately vest and become exercisable upon such death, and any unexercised SARs shall not expire until twenty-four (24) months after the date of your death.
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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 SARs, the SARs 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 SARs shall thereafter terminate.
b. If a Change of Control occurs and the Successor Entity Assumes and Maintains this Award of SARs, 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 SARs 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 SARs shall thereafter terminate.
The amount to be distributed or paid to you pursuant to this paragraph 3 shall be equal to the excess of the Fair Market Value of one Share over the SAR exercise price, with such excess multiplied by the number of such SARs, 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.
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4. | Method of Exercise. You, or your representative upon your death, may exercise the vested SARs at any time prior to the expiration of such SARs. |
As soon as practicable after receipt of such written notification, the Company shall issue or transfer to you, the number of Shares with respect to which such SARs shall be so exercised. Upon receipt of applicable withholding taxes, the Company shall deliver to you a certificate or certificates, or evidence of book entry Shares.
No fractional Shares shall be issued or delivered. Fractional Shares shall be paid out in cash.
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9. | Plan; Prospectus and Related Documents. |
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 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.
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11. | Applicable Law. The validity, construction, interpretation, and enforceability of this Award Agreement shall be determined and governed by the laws of the State of Delaware without giving effect to the principles of conflicts of law. |
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 SARs and/or Shares issued pursuant to the Plan and this Award Agreement.
Please refer any questions you may have regarding your SAR 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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