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Exhibit
10.57
NATIONWIDE FINANCIAL
SERVICES, INC.
2008 DEFERRED COMPENSATION
PLAN
FOR NON-EMPLOYEE
DIRECTORS
1. Name of
Plan . This plan shall be known as the “Nationwide
Financial Services, Inc. 2008 Deferred Compensation Plan for
Non-Employee Directors” and is hereinafter referred to as the
“Plan.”
2. Purpose of
Plan . The purpose of the Plan is to enable Nationwide
Financial Services, Inc. (the “Company”) to attract and
retain qualified persons to serve as directors.
3. Effective
Date and Term . The Plan became effective as of
February 20, 2008 and shall remain in effect until terminated
by the Board.
4.
Participants . Each member of the Board of Directors of the
Company (the “Board”) in 2008 who is not an employee of
the Company or any of its subsidiaries or of any controlling
affiliate or its subsidiaries and who is designated by the Board as
a participant in the Plan shall be a participant
(“Participant”) in the Plan.
5. Deferred
Retainer . Ninety thousand dollars ($90,000) of each
Participant’s annual retainer for service on the Board in
2008 will be deferred under the Plan (“Deferred
Amount”).
6. Accounts and
Allocations .
(a) Deferred
Amount: Each Participant’s Deferred Amount shall be credited
to an account (the “Book Account”) established for the
Participant on or as soon as administratively practicable after the
date such Deferred Amount would have been paid to the Participant
had it not been deferred pursuant to Section 5 of the
Plan.
(b) Book Account:
The Book Account shall be maintained for a Participant on the
accounting system of the Company reflecting such
Participant’s Deferred Amount and earnings or losses on the
Deferred Amount; provided, however, that the existence of such book
entries and a Book Account shall not create and shall not be deemed
to create a trust of any kind, or a fiduciary relationship between
the Company and (i) the Participant, (ii) the individual,
trust or institution designated by the Participant to assume
ownership of the Participant’s Book Account upon the
Participant’s death (the “Beneficiary”) or
(iii) any other person, under the Plan.
(c) Earnings
Credited to Book Account: Each Participant’s Book Account
will be credited or debited with earnings or losses for the period
from the date on which the Deferred Amount is credited to the Book
Account until the last day that the New York Stock Exchange is open
for business preceding the date on which the Deferred Amount is
distributed. Such earnings or losses will be credited or debited to
reflect credits and debits that would have occurred had an amount
equal to the Participant’s Book Account been invested in the
investment options chosen, from time to time, by the Participant
from among the options made available by the Company. Subject to
such
restrictions or limitations
as the Company may prescribe from time to time, the Participant may
change the investment options in which his or her account is deemed
to be invested for this purpose on any date that the New York Stock
Exchange is open for business. The Company shall, in its sole
discretion, select the investment options available to
Participants.
(d) The initial
investment option for the Deferred Amount will be the Nationwide
Guaranteed Investment Fund and the Book Account will remain in such
investment option until the Participant changes the investment
option in accordance with available investment options and in
accordance with the procedures provided by the Company.
(e) Vested
Interest: Each Participant shall always be 100% vested in the
balance in his or her Book Account.
7. Payment .
The amount in a Participant’s Book Account shall be paid in
cash in a lump sum to the Participant upon, or as soon as
administratively practicable after (but in no event more than 90
days after), the date the Participant has a “separation from
service” within the meaning of Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”).
If the Participant’s separation from service results from the
Participant’s death, payment shall be made to the
Participant’s Beneficiary (or to the administrator or
executor of the Participant’s estate if no valid beneficiary
designation is in effect upon the death of the Participant) in the
manner and at the time specified in the prior sentence.
8. Amendment and
Termination . The Board, without the consent of any Participant
or Beneficiary, may amend or terminate the Plan at any time;
provided, however, that no amendment shall be made or act of
termination taken which divests any Participant or Beneficiary of
the right to receive payments under the Plan with respect to
amounts then credited to the Participant’s Book
Account.
9.
Administration of the Plan . The Plan will be administered
by a committee appointed by the Board, consisting of two or
mor
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