Exhibit 10.35
GENWORTH FINANCIAL,
INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN
As Amended and Restated Effective
January 1, 2009
INTRODUCTION
Effective September 27, 2005,
Genworth Financial, Inc. established the Genworth Financial, Inc.
Supplemental Executive Retirement Plan as a non-qualified deferred
compensation plan established and maintained solely for the purpose
of providing a select group of highly compensated and management
Executive employees with additional retirement benefits. The Plan
was most recently amended and restated effective as of
November 3, 2006 (the “Prior Plan”). Effective as
of January 1, 2009, the Prior Plan is amended and restated as
set forth in this document to comply with Code Section 409A
and for certain other purposes.
The Genworth Financial, Inc. Board
of Directors has determined that the benefits to be paid under this
Plan constitute reasonable compensation for the services rendered
and to be rendered by eligible employees.
The Plan shall be unfunded for tax
purposes and for purposes of Title I of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”). The
Plan is intended to comply with the requirements of
Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”). The Plan is intended to be a
“top-hat” plan within the meaning of ERISA Sections
201(2), 301(a)(3) and 401(a)(1) and shall be administered and
interpreted to the extent possible in a manner consistent with that
intent.
SECTION I
DEFINITIONS
Whenever used in the Plan, the
following terms shall have the meanings set forth below unless
otherwise expressly provided. Wherever used, the masculine pronoun
shall be deemed to refer either to a male or female, and the
singular shall be deemed to refer to the singular or plural, as
appropriate by context.
1.1 Average Annual
Compensation . One-third of the Employee’s Compensation
for the highest 36 consecutive months during the last 120 completed
months before his separation from service date including retirement
or death. The Committee shall specify the basis for determining any
Employee’s Compensation for any portion of the 120 completed
months used to compute the Employee’s Average Annual
Compensation during which the Employee was not employed by an
Employer participating in this Plan. Compensation shall only be
from the Effective Date forward. A completed month is defined as 16
calendar days or greater. For those Employees promoted to
Executive, Average Annual Compensation shall include the
Compensation beginning on or after the Executive status effective
date and ending upon the earlier of (i) the Executive’s
separation from service or (ii) the date the Employee is no
longer an Executive. For AssetMark Executives, Average Annual
Compensation shall include the
Compensation beginning no earlier than
January 1, 2010 and ending upon the earlier of (i) the
Executive’s separation from service or (ii) the date the
Employee is no longer an Executive.
1.2 Beneficiary . For
purposes of Section V only, the person(s) or entity designated by
the Participant, in the manner determined by the Committee, to
receive benefits attributable to the Participant under the Plan
upon the Participant’s death. A Participant may revoke or
change any Beneficiary designation under the Plan in the manner
determined by the Committee. If a Participant fails to designate a
Beneficiary, the payment of benefits under the Plan on account of
his death shall be governed by the beneficiary elections designated
by the Participant under the Qualified Plan. If no designation has
been made under the Qualified Plan, benefits will be paid to the
Participant’s spouse, if married, or to his estate, if
single.
1.3 Board. The members of the
Board of Directors of Genworth Financial, Inc.
1.4 Code. The Internal
Revenue Code of 1986, as amended. A reference to a particular Code
Section shall include a reference to any regulation issued under
the Section.
1.5 Committee . The Benefits
Committee appointed by the Board to be responsible for the
Plan and its administration.
1.6 Company . Genworth
Financial, Inc.
1.7 Compensation . Eligible
pay as defined under the Qualified Plan, but including deferred
salaries and deferred Variable Incentive Compensation and only
including eligible pay earned on and after the Effective Date.
Variable Incentive Compensation is included in Compensation in the
year in which earned not the year in which paid.
1.8 Effective Date .
September 27, 2005.
1.9 Employee . A person
receiving eligible pay from the Company or an affiliate that
participates in the Plan.
1.10 Executive . Employees
who are assigned by the Company to salary band 1 in the
compensation system as of the Effective Date or later. However,
pursuant to Section 1.11, salary band 1 employees of AssetMark
will not be eligible to participate until January 1,
2010.
1.11 Participant . Each
eligible Executive Employee identified by the Committee to
participate in this Plan. Effective as of October 20, 2006 at
the Company’s acquisition of AssetMark Investment Services,
Inc. (“AssetMark” ) through the Plan Year
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ending December 31, 2009, current Employees
of AssetMark on October 20, 2006 and individuals hired
directly by the Genworth Financial Asset Management business
(“GFAM”) thereafter shall not be eligible to
participate. Employees who are employed by the Company or a
participating affiliate other than AssetMark as of October 20,
2006 or later and are subsequently transferred to GFAM shall retain
their eligibility to participate, provided they continue to meet
the requirements of this Section. Effective January 1, 2010,
Employees of AssetMark shall be eligible to participate on the same
basis as Company Employees. Effective as of August 29, 2008 at
the Company’s acquisition of Quantuvis Consulting, Inc.
(“Quantuvis”), current Employees of Quantuvis on
August 29, 2008 and individuals hired directly by the
Company’s Quantuvis business unit thereafter shall not be
eligible to participate. Employees who are employed by the Company
or a participating affiliate other than Quantuvis as of
August 29, 2008 or later and are subsequently transferred to
the Quantuvis business unit shall retain their eligibility to
participate, provided they continue to meet the requirements of
this Section.
1.12 Pension Benefit Service
. Pension Benefit Service shall mean the elapsed time of employment
with the Company expressed in years and months beginning on or
after the Effective Date and ending upon the earlier of
(i) the Executive’s separation from service or
(ii) the date the Employee is no longer an Executive. For
purposes of eligibility to participate, all service of the Employee
is counted. Breaks in service shall not be included in Pension
Benefit Service. Any period of service within a calendar month will
count as a full month of service. For those Employees promoted to
Executive, Pension Benefit Service shall mean the elapsed time
expressed in years and months beginning on or after the Executive
status effective date and ending upon the earlier of (i) the
Executive’s separation from service or (ii) the date the
Employee is no longer an Executive. For AssetMark Executives,
Pension Benefit Service shall mean the elapsed time expressed in
years and months beginning no earlier than January 1, 2010 and
ending upon the earlier of (i) the Executive’s
separation from service or (ii) the date the Employee is no
longer an Executive. The Committee may grant additional periods of
Pension Benefit Service for service with the Company or with
another employer through Committee resolutions approving the
Employee’s participation in the Plan.
1.13 Plan . The Genworth
Financial, Inc. Supplemental Executive Retirement Plan.
1.14 Plan Year . The initial
Plan Year is from the Effective Date to December 31, 2005.
Thereafter, the Plan Year will be the calendar year.
1.15 Qualified Plan . The
Genworth Financial, Inc. Retirement and Savings Plan, as amended
from time to time.
1.16 Supplementary Pension .
The monthly benefit payable to an Executive under this
Plan.
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1.17 Vesting Service .
Vesting Service means Pension Benefit Service as described above
beginning on the Effective Date, except a minimum of five years of
Company only Pension Benefit Service is required to obtain full
vesting as described in Section 3.1. The minimum of five years
of service required to obtain full vesting as described in
Section 3.1 shall include the elapsed time of employment with
the Company, General Electric Company (“GE”) or GEFA as
of the Effective Date as recognized by GE on the Effective Date
together with subsequent Company service after the Effective Date.
For those Employees promoted to Executive, Vesting Service shall
include the elapsed time of employment with the Company, together
with any Company-recognized service if approved by the Committee.
For AssetMark Executives, Vesting Service shall include the elapsed
time of employment with the Company, together with any
Company-recognized service if approved by the Committee. The
Committee may grant additional periods of Vesting Service for
service with the Company or with another employer through Committee
resolutions approving the Employee’s participation in the
Plan.
SECTION II
ELIGIBLE EMPLOYEES
2.1 In General . Each
Employee who is identified by the Committee, or its delegate, as
eligible to participate in this Plan. Notwithstanding the foregoing
or any other provisions of this Plan to the contrary, all benefits
under this Plan with respect to a Participant shall be forfeited
unless the Participant is an Executive throughout any two
consecutive years out of the last five year period, preceding the
date of his separation from service. Pension benefit service
recognized by General Electric Company and its affiliates as of the
Effective Date and Company
