Exhibit 10.34
GENWORTH FINANCIAL,
INC.
RETIREMENT AND SAVINGS
RESTORATION PLAN
(As Amended and Restated Effective
January 1, 2009)
INTRODUCTION
Effective September 27, 2005,
Genworth Financial, Inc. established the Genworth Financial, Inc.
Retirement and Savings Restoration 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
employees with Company Contribution Credits that they are precluded
from receiving under the Genworth Financial, Inc. Retirement and
Savings Plan as a result of limitations imposed under Internal
Revenue Code Sections 401(a)(17) and 415. 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 Account . The bookkeeping
account maintained under the Plan for each Participant by the
Company to record his Company Contribution Credits plus earnings
and losses thereon.
1.2 Beneficiary . The
person(s) or entity designated by the Participant to receive his
benefits under the Plan in the event of his death.
1.3 Code . Internal Revenue
Code of 1986, as amended.
1.4 Committee . The Benefits
Committee appointed by the Board to be responsible for the Plan and
its administration.
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1.5 Company . Genworth
Financial, Inc.
1.6 Company Contribution
Credits . Contribution amounts credited to a
Participant’s Account pursuant to
Section 3.1.
1.7 Compensation . Eligible
Pay as defined in the Savings Plan feature of the Qualified Plan in
excess of the Code Section 401(a)(17) limits paid to an
Eligible Employee by the Company during each calendar
year.
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 Participant . An
Executive Employee who:
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(i)
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is assigned to
salary band 1 by the Company;
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(ii)
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has elected to
make at least a 5% Pre-Tax Contribution to the Qualified Plan
during an entire Plan Year or from the date an Employee first
satisfies the requirements in (i) and (iii) of this
Section 1.10 if such date occurs during the Plan Year;
and
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(iii)
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has
contributions under the Qualified Plan limited because of Code
Section 401(a)(17) or Code Section 415, as adjusted from
time to time.
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Notwithstanding the foregoing,
effective as of October 20, 2006 at the Company’s
acquisition of AssetMark Investment Services, Inc.
(“AssetMark” ) through the Plan Year 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.
Notwithstanding the foregoing,
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.
1.11 Plan . The Genworth
Financial, Inc. Retirement and Savings Restoration Plan.
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1.12 Plan Year . The initial
Plan Year is from the Effective Date to December 31, 2005.
Thereafter, the Plan Year will be the calendar year.
1.13 Pre-Tax Contribution
Election . The election made by a Participant under the
Qualified Plan to contribute a portion of Compensation on a pre-tax
basis to the Qualified Plan.
1.14 Qualified Plan . The
Genworth Financial, Inc. Retirement and Savings Plan, as amended
from time to time.
SECTION II
ELIGIBILITY/PARTICIPATION
2.1 In General . An eligible
Employee shall become a Participant in the Plan as of the date he
makes an initial Pre-Tax Contribution Election electing to make at
least a 5% Pre-Tax Contribution under the Qualified Plan. The
Committee shall have sole discretion in determining an
Employee’s eligibility for and inclusion in this
Plan.
2.2 Termination of
Participation . Contributions shall cease upon a
Participant’s termination of employment or if the Participant
ceases to be an eligible Employee. Notwithstanding the foregoing, a
vested Participant who has terminated employment remains a
Participant until all of his Plan benefits have been
paid.
2.3 Change in Status . If a
Participant ceases to be an eligible Employee but continues to be
employed by the Company, then Company Contribution Credits on his
behalf under this Plan shall be suspended.
SECTION III
RESTORATION BENEFITS
3.1 Company Contribution
Credits . Each Participant shall be credited for each Plan Year
with the amount of company contributions under the Qualified Plan
that were reduced due to the Code Section 401(a)(17) or 415
limits. Company Contribution Credits will be discontinued while a
Participant is on long-term disability or if a Participant is
receiving severance payments. Effective January 1, 2007, the
annual Company Contribution Credit per participant shall in no
event exceed $80,000.
3.2 Timing of Company
Contribution Credits . Within 90 days following the end of the
Plan Year, each Participant’s Account will be credited with
Company Contribution Credits as provided in Section 3.1
above.
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3.3 Participant Contributions
. A Participant is not required or permitted to make contributions
to the Plan.
3.4 Vesting . Each
Participant shall become 100% vested in his Account upon the
attainment of age 60, disability, death or executive separations as
approved by the Company’s Management Development and
Compensation Committee (“MDCC”). If th
