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Exhibit 10.1
SECOND AMENDMENT TO
THE
GENWORTH FINANCIAL, INC. 2004
OMNIBUS INCENTIVE PLAN
THIS SECOND AMENDMENT (this
“Amendment”) to the Genworth Financial, Inc. 2004
Omnibus Incentive Plan (the “Plan”) is made this 13th
day of May 2009.
1. The Plan is hereby amended by
adding a new Section 14.6 that shall read as
follows:
“14.6 Equity Exchange
Program. Notwithstanding
Section 14.3 or any other provision of the Plan to the
contrary, following approval of this Section 14.6 at the
Company’s 2009 Annual Meeting of Stockholders, the Committee
is authorized to implement a one-time, value-for-value Stock Option
and Stock Appreciation Right exchange program (the “
Exchange Program ”). Under the Exchange Program,
Eligible Employees (as defined below) will be offered the
opportunity to exchange outstanding Stock Options and Stock
Appreciation Rights granted under the Plan that (i) have an
exercise (or base) price that is greater than the fifty-two week
high closing price of the Company’s common stock as of the
completion of the Exchange Program (and not below $19.50),
(ii) were not granted within 12 months of the completion of
the Exchange Program, and (iii) are not “conversion
awards” granted by the Company’s former parent and
converted into Company Awards upon the Company’s initial
public offering (the “ Eligible Options and SARs
”) for a reduced number of Stock Options and Stock
Appreciation Rights (the “ Replacement Awards ”)
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