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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/26/10 Genworth Financial Inc 10-K 12/31/09 63:12M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 3.67M
2: EX-10.11.2 Material Contract HTML 156K
3: EX-10.12.2 Material Contract HTML 157K
4: EX-10.15.2 Material Contract HTML 158K
5: EX-10.17.2 Material Contract HTML 158K
6: EX-10.24 Material Contract HTML 247K
7: EX-10.31 Material Contract HTML 147K
8: EX-10.34.2 Material Contract HTML 24K
9: EX-10.37 Material Contract HTML 48K
10: EX-10.38 Material Contract HTML 52K
11: EX-10.42 Material Contract HTML 20K
13: EX-21 Subsidiaries List HTML 47K
14: EX-23 Consent of Experts or Counsel HTML 19K
15: EX-24 Power of Attorney HTML 27K
12: EX-12 Statement re: Computation of Ratios HTML 47K
16: EX-31.1 Certification -- §302 - SOA'02 HTML 25K
17: EX-31.2 Certification -- §302 - SOA'02 HTML 25K
18: EX-32.1 Certification -- §906 - SOA'02 HTML 19K
19: EX-32.2 Certification -- §906 - SOA'02 HTML 19K
52: XML IDEA XML File -- Definitions and References XML 118K
59: XML IDEA XML File -- Filing Summary XML 77K
57: XML.R1 Statement Of Income Insurance Based Revenue XML 326K
58: XML.R2 Statement of Financial Position Unclassified - XML 319K
Insurance Based Operations
38: XML.R3 Statement of Financial Position Unclassified - XML 62K
Insurance Based Operations (Parenthetical)
43: XML.R4 Statement Of Shareholders Equity And Other XML 576K
Comprehensive Income
50: XML.R5 Statement Of Cash Flows Indirect Investment Based XML 483K
Operations
49: XML.R6 Nature of Business and Formation of Genworth XML 37K
62: XML.R7 Summary of Significant Accounting Policies XML 136K
32: XML.R8 Earnings (Loss) Per Share XML 74K
48: XML.R9 Investments XML 382K
30: XML.R10 Derivative Instruments XML 281K
29: XML.R11 Deferred Acquisition Costs XML 50K
37: XML.R12 Intangible Assets XML 66K
54: XML.R13 Goodwill, Acquisitions and Dispositions XML 95K
39: XML.R14 Reinsurance XML 108K
40: XML.R15 Insurance Reserves XML 77K
46: XML.R16 Liability for Policy and Contract Claims XML 67K
63: XML.R17 Employee Benefit Plans XML 35K
35: XML.R18 Borrowings and Other Financings XML 86K
26: XML.R19 Income Taxes XML 108K
42: XML.R20 Supplemental Cash Flow Information XML 38K
53: XML.R21 Stock-Based Compensation XML 101K
33: XML.R22 Fair Value of Financial Instruments XML 299K
51: XML.R23 Securitization Entities XML 54K
41: XML.R24 Insurance Subsidiary Financial Information and XML 54K
Regulatory Matters
61: XML.R25 Operating and Geographic Segments XML 255K
56: XML.R26 Quarterly Results of Operations (Unaudited) XML 78K
44: XML.R27 Commitments and Contingencies XML 42K
47: XML.R28 Restructuring Charges XML 37K
28: XML.R29 Noncontrolling Interests XML 43K
31: XML.R30 Subsequent Event XML 31K
34: XML.R31 Schedule I Genworth Financial, Inc. Summary of XML 49K
investments-other than investments in related
parties
36: XML.R32 Schedule II Genworth Financial, Inc. (Parent XML 151K
Company Only)
45: XML.R33 Schedule III Genworth Financial, Inc. Supplemental XML 99K
Insurance Information
55: XML.R34 Document Information XML 39K
27: XML.R35 Entity Information XML 108K
60: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 208K
20: EX-101.INS XBRL Instance -- gnw-20091231 XML 2.39M
22: EX-101.CAL XBRL Calculations -- gnw-20091231_cal XML 186K
23: EX-101.DEF XBRL Definitions -- gnw-20091231_def XML 399K
24: EX-101.LAB XBRL Labels -- gnw-20091231_lab XML 409K
25: EX-101.PRE XBRL Presentations -- gnw-20091231_pre XML 501K
21: EX-101.SCH XBRL Schema -- gnw-20091231 XSD 81K
| Exhibit 10.34.2 |
Exhibit 10.34.2
2004 Genworth Financial, Inc. Omnibus Incentive Plan
Nonemployee Director Awards
Deferred Stock Units – Terms and Conditions
The 2004 Genworth Financial, Inc. Omnibus Incentive Plan (the “Plan”) authorizes the Board of Directors to grant Awards under the Plan to Nonemployee Directors. The Board of Directors has approved a compensation program pursuant to which Nonemployee Directors are granted Deferred Stock Units (“DSUs”) from time to time as payment of part or all of their annual retainer. The DSUs are governed by the Plan and the following terms and conditions (together, the “Terms and Conditions”). The Terms and Conditions shall constitute the Award Agreement as required by the Plan.
Unless the context otherwise requires, capitalized terms used herein shall have the meanings ascribed to them in the Plan. If there is any inconsistency between the Terms and Conditions and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms of the Terms and Conditions.
| 1. | Grant. Nonemployee Directors shall be granted DSUs as of the end of each quarter of service as a member of the Board of Directors (the “Grant Date”). Each Nonemployee Director will be notified following each Grant Date regarding the number of DSUs that have been awarded. Each DSU represents the right to receive from the Company one Share of Class A Common Stock. The DSUs are fully vested as of the Grant Date. |
| 2. | Dividend Equivalents. Until the grantee terminates service on the Board of Directors for any reason, he or she shall receive Dividend Equivalents with respect to the DSUs equal to the number of DSUs times any dividend payments made to stockholders of the Company’s Class A common stock. Such Dividend Equivalents will be reinvested in additional DSUs, based on the Fair Market Value of the Shares as of the date the dividend payment. |
| 3. | Conversion to Shares. The DSUs granted on a quarterly basis, together with additional DSUs accumulated pursuant to paragraph 2, will convert to Shares on a one-for-one basis (i) one year after termination of service on the Board of Directors, or (ii) in up to ten annual installments beginning one year after termination of service on the Board of Directors. Notwithstanding the preceding sentence, all outstanding DSUs will convert to Shares upon the holder’s death. |
| 4. | No Voting Rights. Grantee will not have any voting rights with respect to the DSUs until they are converted to Shares. |
| 5. | Change of Control. Unless the Successor Entity provides otherwise, settlement of DSUs shall not accelerate upon a Change of Control. |
| 6. | Administration. The DSUs and a grantee’s rights thereunder, as set forth in these Terms and Conditions, are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Board of Directors may adopt for administration of Nonemployee Director Awards under the Plan. It is expressly understood that the Board of Directors is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of Nonemployee Director Awards under the Plan and these Terms and Conditions, all of which shall be binding upon the grantee. |
| 7. | Limitation of Rights. The DSUs do not entitle the grantee to any rights of a stockholder of the Company, nor do they confer upon the grantee any right to continuation of service on the Board of Directors. |
| 8. | Plan. A copy of the Plan will be furnished upon request. |
| 9. | 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 shall have the right at any time in its sole discretion to alter, amend, modify, suspend or |
| terminate the terms and conditions of any Nonemployee Director Award; provided, however, that no such action shall adversely affect in any material way an Award without the grantee’s written consent. |
| 10. | Applicable Law. The validity, construction, interpretation, and enforceability of these Terms and Conditions shall be determined and governed by the laws of the State of Delaware without giving effect to the principles of conflicts of law. |
| 11. | Entire Agreement. These Terms and Conditions, the Plan, and the rules and procedures adopted by the Board of Directors in respect of Nonemployee Director Awards contain all of the provisions applicable to the DSUs and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to the grantee. |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/29/24 Genworth Financial Inc. 10-K 12/31/23 217:65M Donnelley … Solutions/FA 2/28/23 Genworth Financial Inc. 10-K 12/31/22 178:62M Donnelley … Solutions/FA 2/28/22 Genworth Financial Inc. 10-K 12/31/21 191:54M Donnelley … Solutions/FA 2/26/21 Genworth Financial Inc. 10-K 12/31/20 185:54M Donnelley … Solutions/FA 12/07/10 SEC UPLOAD¶ 9/23/17 1:46K Genworth Financial Inc. 10/22/10 SEC UPLOAD¶ 9/23/17 1:60K Genworth Financial Inc. 8/09/10 SEC UPLOAD¶ 9/23/17 1:50K Genworth Financial Inc. 7/13/10 SEC UPLOAD¶ 9/23/17 1:59K Genworth Financial Inc. 5/07/10 SEC UPLOAD¶ 9/23/17 1:31K Genworth Financial Inc. |