Enact Holdings, Inc S-1/A, filed Apr 27, 2021

Enact Holdings, Inc. (ACT)

S-1/A 2021-04-27

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Added on October 18, 2026

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Delaware	6411	46-1579166
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)


Perry J. Shwachman Michael J. Schiavone Sean M. Carney David Ni Sidley Austin LLP One South Dearborn Chicago, Illinois 60603 Telephone: (312) 853-7000 Telecopy: (312) 853-7036			Dwight S. Yoo Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, New York 10001 Telephone: (212) 735-3000 Telecopy: (212) 735-2000			Evan Stolove Genworth Mortgage Holdings, Inc. Senior Vice President, General Counsel and Secretary 8325 Six Forks Road Raleigh, North Carolina 27615 Telephone: (919) 846-4100 Telecopy: (919) 846-4359			Craig B. Brod Jeffrey D. Karpf Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, New York 10006 Telephone: (212) 225-2000 Telecopy: (212) 225-3999


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒ (Do not check if a smaller reporting company)	Smaller reporting company	☐

		Emerging growth company	☒


	Amount to be paid
SEC registration fee	$	10,910
FINRA filing fee		15,500
Nasdaq listing fee		*
Legal fees and expenses		*
Accounting fees and expenses		*
Printing expenses		*
Transfer agent and registrar fees		*
Miscellaneous fees and expenses		*
Total	$	*


Exhibit Number						Description of Exhibit
1.1*						Form of Underwriting Agreement.
3.1						Form of Amended and Restated Certificate of Incorporation of Genworth Mortgage Holdings, Inc., to be in effect on the completion of the offering.
3.2						Form of Amended and Restated Bylaws of Genworth Mortgage Holdings, Inc., to be in effect on the completion of the offering.
4.1#						Indenture, dated August 21, 2020, between Genworth Mortgage Holdings, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Genworth Financial, Inc. on August 25, 2020).
4.2#						First Supplemental Indenture, dated August 21, 2020, between Genworth Mortgage Holdings, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Genworth Financial, Inc. on August 25, 2020).
5.1*						Opinion of Sidley Austin LLP.
10.1						Form of Master Agreement.
10.2						Form of Amended and Restated Tax Allocation Agreement.
10.3						Form of Registration Rights Agreement.
10.4						Form of Shared Services Agreement.
10.5+						Form of Genworth Mortgage Holdings, Inc. 2021 Omnibus Incentive Plan.
10.6+						Special Severance Payment Agreement between Genworth Financial, Inc. and Rohit Gupta.
10.7+						Special Severance Payment Agreement between Genworth Financial, Inc. and Dean Mitchell.
10.8+						Amendment No. 1 to Special Severance Payment Agreement between Genworth Financial, Inc. and Dean Mitchell.


10.9+						Special Severance Payment Agreement between Genworth Financial, Inc. and Evan Stolove.
10.10+						Amendment No. 1 to Special Severance Payment Agreement between Genworth Financial, Inc. and Evan Stolove.
10.11+						Transition Retention Bonus Agreement between Genworth Financial, Inc. and Dean Mitchell.
10.12+						Transition Retention Bonus Agreement between Genworth Financial, Inc. and Evan Stolove.
10.13+						Retention Bonus Agreement between Genworth Financial, Inc. and Rohit Gupta.
10.14+						Retention Bonus Agreement between Genworth Financial, Inc. and Dean Mitchell.
10.15+						Retention Bonus Agreement between Genworth Financial, Inc. and Evan Stolove.
10.16+#						Amended and Restated Genworth Financial, Inc. 2015 Key Employee Severance Plan (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q of Genworth Financial, Inc. for the period ended June 30, 2019).
10.17+#						Amended and Restated Genworth Financial, Inc. 2014 Change of Control Plan (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q of Genworth Financial, Inc. for the period ended June 30, 2019).
10.18+#						Amended and Restated Genworth Financial, Inc. Retirement and Savings Restoration Plan (incorporated by reference to Exhibit 10.48 to the Annual Report on Form 10-K of Genworth Financial, Inc. for the fiscal year ended December 31, 2015).
10.19+#						Amended and Restated Genworth Financial, Inc. Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.47 to the Annual Report on Form 10-K of Genworth Financial, Inc. for the fiscal year ended December 31, 2015).
10.20						Form of Indemnification Agreement between Genworth Mortgage Holdings, Inc. and each of its directors and executive officers.
21.1#						List of subsidiaries of Genworth Mortgage Holdings, Inc.
23.1#						Consent of KPMG LLP, independent registered public accounting firm.
23.2*						Consent of Sidley Austin LLP (included in Exhibit 5.1).
24.1#						Power of Attorney.
99.1*						Consent of , a director nominee.
99.2*						Consent of , a director nominee.
99.3*						Consent of , a director nominee.
99.4*						Consent of , a director nominee.
99.5*						Consent of , a director nominee.
99.6*						Consent of , a director nominee.
99.7*						Consent of , a director nominee.
99.8*						Consent of , a director nominee.


By:			/s/ Rohit Gupta
Name:			Rohit Gupta
Title:			President and Chief Executive Officer


GENWORTH MORTGAGE HOLDINGS, INC.

By:
	Name:	Rohit Gupta
	Title:	President and Chief Executive Officer


Page
ARTICLE I OFFICES

Section 1.1.	Registered Office	1
Section 1.2.	Other Offices	1

ARTICLE II MEETINGS OF STOCKHOLDERS

Section 2.1.	Place of Meetings	1
Section 2.2.	Annual Meetings	1
Section 2.3.	Special Meetings	2
Section 2.4.	Nature of Business at Meetings of Stockholders	2
Section 2.5.	Nomination of Directors.	7
Section 2.6.	Notice	14
Section 2.7.	Adjournments	14
Section 2.8.	Quorum	15
Section 2.9.	Voting	15
Section 2.10.	Proxies	16
Section 2.11.	Consent of Stockholders in Lieu of Meeting	17
Section 2.12.	List of Stockholders Entitled to Vote	17
Section 2.13.	Record Date	18
Section 2.14.	Stock Ledger	19
Section 2.15.	Conduct of Meetings	19
Section 2.16.	Inspectors of Election	20
Section 2.17.	Delivery to the Corporation	21
Section 2.18.	Close of Business	21

ARTICLE III DIRECTORS

Section 3.1.	Number and Election of Directors	21
Section 3.2.	Vacancies	21
Section 3.3.	Duties and Powers	22
Section 3.4.	Meetings	22


Section 3.5.	Organization	22
Section 3.6.	Chairperson of the Board of Directors	23
Section 3.7.	Resignations and Removals of Directors	23
Section 3.8.	Quorum	24
Section 3.9.	Actions of the Board of Directors by Written Consent	24
Section 3.10.	Meetings by Means of Conference Telephone or Other Electronic Communications	25
Section 3.11.	Committees	25
Section 3.12.	Independent Capital Committee	26
Section 3.13.	Compensation	26
Section 3.14.	Interested Directors	26

ARTICLE IV OFFICERS

Section 4.1.	General	27
Section 4.2.	Election	28
Section 4.3.	Voting Securities Owned by the Corporation	28
Section 4.4.	Chief Executive Officer	29
Section 4.5.	Vice Presidents	29
Section 4.6.	Secretary	30
Section 4.7.	Treasurer	31
Section 4.8.	Assistant Secretaries	31
Section 4.9.	Assistant Treasurers	31
Section 4.10.	Other Officers	31

ARTICLE V STOCK

Section 5.1.	Shares of Stock	32
Section 5.2.	Signatures	32
Section 5.3.	Lost Certificates	32
Section 5.4.	Transfers	33
Section 5.5.	Dividend Record Date	34
Section 5.6.	Record Owners	34
Section 5.7.	Transfer and Registry Agents	34


ARTICLE VI NOTICES

Section 6.1.	Notices	35
Section 6.2.	Waivers of Notice	36

ARTICLE VII GENERAL PROVISIONS

Section 7.1.	Dividends	37
Section 7.2.	Disbursements	37
Section 7.3.	Fiscal Year	37
Section 7.4.	Corporate Seal	37

ARTICLE VIII INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 8.1.	Actions Not by or in the Right of the Corporation	38
Section 8.2.	Actions by or in the Right of the Corporation	39
Section 8.3.	Authorization of Indemnification	39
Section 8.4.	Good Faith Defined	40
Section 8.5.	Indemnification by a Court	41
Section 8.6.	Expenses Payable in Advance	41
Section 8.7.	Nonexclusivity of Indemnification and Advancement of Expenses	42
Section 8.8.	Insurance	42
Section 8.9.	Certain Definitions	43
Section 8.10.	Survival of Indemnification and Advancement of Expenses	44
Section 8.11.	Limitation on Indemnification	44
Section 8.12.	Indemnification of Employees and Agents	44

ARTICLE IX AMENDMENTS

Section 9.1.	Amendments	44
Section 9.2.	Entire Board of Directors	45


		Page
ARTICLE I

DEFINITIONS

1.1.	Certain Definitions	2
1.2.	Other Terms	10

ARTICLE II

THE IPO TRANSACTIONS

2.1.	DISCLAIMER OF REPRESENTATIONS AND WARRANTIES	11
2.2.	Governmental Approvals and Consents	12

ARTICLE III

	THE INITIAL PUBLIC OFFERING

3.1.	The Initial Public Offering	13

ARTICLE IV

INTERCOMPANY TRANSACTIONS AS OF THE CLOSING DATE

4.1.	Time and Place of Closing	13
4.2.	Assumption of Company Employee Liabilities	13
4.3.	Assumption of Genworth Employee Liabilities	15
4.4.	Tax Matters	16

ARTICLE V

FINANCIAL AND OTHER INFORMATION

5.1.	Annual Financial Information	17
5.2.	Quarterly Financial Information	18
5.3.	General Financial Statement Requirements	19
5.4.	Twenty-Percent Threshold	20
5.5.	Public Filings	22


5.6.	Genworth Annual Statements	23
5.7.	Fifty-Percent Threshold	24
5.8.	Accountants’ Reports	26
5.9.	Financing, Securities and Strategic Transactions	26
5.10.	Agreement for Exchange of Information	26
5.11.	Ownership of Information	27
5.12.	Compensation for Providing Information	27
5.13.	Record Retention	27
5.14.	Liability	27
5.15.	Other Agreements Providing for Exchange of Information	28
5.16.	Genworth Policies, Procedures and Practices	28
5.17.	Production of Witnesses; Records; Cooperation	28
5.18.	Privilege	29
5.19.	Reasonable	29

ARTICLE VI

RELEASE; INDEMNIFICATION

6.1.	Release of Pre-Closing Claims	29
6.2.	General Indemnification by the Company	31
6.3.	General Indemnification by Genworth	32
6.4.	Registration Statement Indemnification	33
6.5.	Contribution	34
6.6.	Indemnification Obligations Net of Insurance Proceeds and Other Amounts, On an After-Tax Basis	34
6.7.	Procedures for Indemnification of Third-Party Claims	35
6.8.	Additional Matters	37
6.9.	Remedies Cumulative; Limitations of Liability	38
6.10.	Survival of Indemnities	38

ARTICLE VII

OTHER AGREEMENTS

7.1.	Further Assurances	38
7.2.	Confidentiality	39
7.3.	Information Sharing	41
7.4.	Ownership of Certain Subsidiaries	41
7.5.	Insurance Matters	41
7.6.	Allocation of Costs and Expenses	44


7.7.	Covenants Against Taking Certain Actions Affecting the Genworth Group	44
7.8.	Anti-Dilution	44
7.9.	No Violations	45
7.10.	Litigation and Settlement Cooperation	45
7.11.	Non-Compete	46
7.12.	Non-Solicit	47

ARTICLE VIII

CORPORATE GOVERNANCE MATTERS

8.1.	Approval Rights	48
8.2.	Director Nomination Rights	50
8.3.	Committees of the Company Board	54
8.4.	Meetings of the Company Board	55
8.5.	Compliance with Organizational Documents	55

ARTICLE IX

DISPUTE RESOLUTION

9.1.	General Provisions	55
9.2.	Consideration by Senior Executives	56
9.3.	Mediation	56
9.4.	Arbitration	56

ARTICLE X

MISCELLANEOUS

10.1.	Corporate Power; Fiduciary Duty	57
10.2	Governing Law	58
10.3.	Survival of Covenants	58
10.4.	Force Majeure	58
10.5.	Notices	58
10.6.	Severability	59
10.7.	Entire Agreement	59
10.8.	Assignment; No Third-Party Beneficiaries	59
10.9.	Public Announcements	59
10.10.	Amendment	59


Term			Section
After-Acquired Business			7.11(d)
After-Acquired Company			7.11(d)
After-Tax Basis			6.6(c)
Agreement			Preamble
Amended and Restated By-Laws			Preamble
Board Observer			8.2(f)
Charter			Preamble
Closing			4.1
Closing Date			4.1
Company			Preamble
Company Auditors			5.6(a)
Company Board			5.7(d)
Company Confidential Information			7.2(b)
Company Covered Business			7.11(a)
Company Indemnified Parties			6.3
Company Information			5.4(f)
Company Public Documents			5.4(d)
Company’s Knowledge			7.9(a)
CPR			9.3
CPR Arbitration Rules			9.4(a)
Dispute			9.1(a)


Adopted as of:


10.11.	Rules of Construction	60
10.12.	Counterparts	60


Attest:						Genworth Financial, Inc.
						By:
						Name:
						Title:

						Address:




Attest:						[New York domiciled or commercially domiciled company]
						By:
						Name:
						Title:

						Address:




Attest:						[Escrow Agent)
						By:
						Name:
						Title:

						Address:


Genworth			Preamble
Genworth Board			5.7(d)
Genworth Annual Statements			5.6
Genworth Auditors			5.6(a)
Genworth Confidential Information			7.2(c)
Genworth Covered Business			7.11(b)
Genworth Designee			8.2(e)
Genworth Indemnified Parties			6.2
Genworth’s Knowledge			7.9(b)
Genworth Public Filings			5.5
Indemnified Party			6.6(a)
Indemnifying Party			6.6(a)
Indemnity Payment			6.6(a)
Initial Notice			9.2
Initial Public Offering			Preamble
IPO Transactions			Preamble
Joint Claims			7.10
Non-Settling Party			7.10
Organizational Documents			8.5
Pre-Trigger Date Event			7.5(c)
Privilege			5.18
Registration Indemnified Parties			6.4(a)
Representatives			7.2(b)
Response			9.2
Restricted Period			7.11
Settling Party			7.10
Third-Party Claim			6.7(a)
Transaction Documents			Preamble


			If to Genworth, to:			Genworth Financial, Inc. 6620 West Broad Street Richmond, Virginia 23230 Attention: General Counsel Email: GNWGeneralCounsel@genworth.com

			If to the Company, to:			Genworth Mortgage Holdings, Inc. 8325 Six Forks Road Raleigh, North Carolina 27615 Attention: General Counsel Email: USMIGeneralCounsel@genworth.com


GENWORTH FINANICIAL, INC
By:
Name:			Ward Bobitz
Title:			Executive Vice President and General Counsel

ASSIGNED SETTLEMENT, INC.
By:
Name:			Craig Pichette
Title:			Vice President and Assistant Treasurer

CAPITAL BROKERAGE CORPORATION
By:
Name:			Craig Pichette
Title:			Vice President

GENWORTH ANNUITY SERVICE CORPORATION
By:
Name:			Craig Pichette
Title:			Vice President and Assistant Treasurer

GENWORTH FINANCIAL AGENCY, INC.
By:
Name:			Craig Pichette
Title:			Vice President and Assistant Treasurer


GENWORTH FINANCIAL ASSURANCE CORPORATION
By:
Name:			Craig Pichette
Title:			Assistant Treasurer

GENWORTH FINANCIAL SERVICES, INC.
By:
Name:			Craig Pichette
Title:			Assistant Treasurer


GENWORTH HOLDINGS, INC.
By:
Name:			Craig Pichette
Title:			Vice President and Assistant Treasurer

GENWORTH INSURANCE COMPANY
By:
Name:			Craig Pichette
Title:			Assistant Treasurer

GENWORTH LIFE AND ANNUITY INSURANCE COMPANY
By:
Name:			Craig Pichette
Title:			Vice President and Assistant Treasurer

GENWORTH LIFE INSURANCE COMPANY
By:
Name:			Craig Pichette
Title:			Vice President and Assistant Treasurer

GENWORTH LIFE INSURANCE COMPANY OF NEW YORK
By:
Name:			Craig Pichette
Title:			Vice President and Assistant Treasurer

GENWORTH MORTGAGE HOLDINGS, INC.
By:
Name:			Craig Pichette
Title:			Assistant Treasurer

GENWORTH MORTGAGE HOLDINGS, INC.
By:
Name:			Craig Pichette
Title:			Assistant Treasurer


GENWORTH MORTGAGE INSURANCE CORPORATION
By:
Name:			Craig Pichette
Title:			Assistant Treasurer

GENWORTH MORTGAGE INSURANCE CORPORATION OF NORTH CAROLINA
By:
Name:			Craig Pichette
Title:			Assistant Treasurer

GENWORTH MORTGAGE REINSURANCE CORPORATION
By:
Name:			Craig Pichette
Title:			Assistant Treasurer

GENWORTH NORTH AMERICA CORPORATION
By:
Name:			Craig Pichette
Title:			Vice President and Assistant Treasurer

HGI ANNUITY SERVICE CORP.
By:
Name:			Craig Pichette
Title:			Vice President and Assistant Treasurer

JAMESTOWN LIFE INSURANCE COMPANY
By:
Name:			Craig Pichette
Title:			Vice President and Assistant Treasurer

MAYFLOWER ASSIGNMENT CORPORATION
By:
Name:			Craig Pichette
Title:			Vice President and Assistant Treasurer


MONUMENT LANE PCC, INC.
By:
Name:			Craig Pichette
Title:			Assistant Treasurer

MONUMENT LANE IC1, INC.
By:
Name:			Craig Pichette
Title:			Assistant Treasurer

MONUMENT LANE IC2, INC.
By:
Name:			Craig Pichette
Title:			Assistant Treasurer

NATIONAL ELDERCARE REFERRAL SYSTMES, LLC
By:
Name:			Craig Pichette
Title:			Vice President and Assistant Treasurer

NEWCO PROPERTIES, INC.
By:
Name:			Craig Pichette
Title:			Vice President and Assistant Treasurer

RIVERLAKE INSURANCE COMPANY VI
By:
Name:			Craig Pichette
Title:			Assistant Treasurer

RIVERLAKE INSURANCE COMPANY VII
By:
Name:			Craig Pichette
Title:			Assistant Treasurer


RIVER LAKE INSURANCE COMPANY VIII
By:
Name:			Craig Pichette
Title:			Assistant Treasurer

RIVER LAKE INSURANCE COMPANY X
By:
Name:			Craig Pichette
Title:			Assistant Treasurer

SPONSORED CAPTIVE RE, INC.
By:
Name:			Craig Pichette
Title:			Assistant Treasurer

UNITED PACIFIC STRUCTURES SETTLEMENT COMPANY
By:
Name:			Craig Pichette
Title:			Vice President and Assistant Treasurer






(Name and Address of the Corporation)

By:
Its:
Date:

Accepted:
Genworth Financial, Inc.

By:


ARTICLE I DEFINITIONS

1.1	Definitions	1
1.2	Interpretation	4

ARTICLE II REGISTRATION RIGHTS

2.1	Shelf Registration	5
2.2	Demand Registrations	6
2.3	Priority	7
2.4	Piggyback Registrations	7
2.5	Lock-up Agreements	8
2.6	Registration Procedures	9
2.7	Registration Expenses	14
2.8	Underwritten Offering	14
2.9	Postponement; Suspension	15
2.10	Indemnification	15
2.11	Conversion of Other Securities	19
2.12	Rule 144	19
2.13	Transfer of Registration Rights	19

ARTICLE III PROVISIONS APPLICABLE TO ALL DISPOSITIONS OF REGISTRABLE SECURITIES BY GENWORTH

3.1	Underwriter Selection	19
3.2	Cooperation with Sales	20
3.3	Expenses of Offerings	20
3.4	Further Assurances	20

ARTICLE IV MISCELLANEOUS

4.1	Term	20
4.2	Other Holder Activities	20
4.3	No Inconsistent Agreements	21
4.4	Amendment, Modification and Waiver	21
4.5	No Third-Party Beneficiaries	21


			Page

ARTICLE I DEFINITIONS			1

	SECTION 1.01	Certain Defined Terms	1

	SECTION 1.02	Interpretation	6

ARTICLE II SERVICES AND TERMS			6

	SECTION 2.01	Services.	6

	SECTION 2.02	Information Systems Services.	10

	SECTION 2.03	Additional Support.	10

	SECTION 2.04	Genworth Services Manager	11

	SECTION 2.05	Company Services Manager	11

	SECTION 2.06	Performance and Receipt of Services	11

	SECTION 2.07	Standard for Services	12

	SECTION 2.08	Insurance	12

ARTICLE III OTHER ARRANGEMENTS			12

	SECTION 3.01	Vendor Agreements.	12

	SECTION 3.02	Termination of Agreements.	14

ARTICLE IV ADDITIONAL AGREEMENTS			15

	SECTION 4.01	Consents	15

	SECTION 4.02	Access.	16

ARTICLE V COSTS AND DISBURSEMENTS; PAYMENTS			16

	SECTION 5.01	Calculation and Adjustment of Service Charges	16

	SECTION 5.02	Invoicing and Payment	17

	SECTION 5.03	Taxes	18

	SECTION 5.04	Transfer Pricing	18

ARTICLE VI GENERAL COVENANTS; REPRESENTATIONS AND WARRANTIES			18

	SECTION 6.01	Compliance with Laws	18

	SECTION 6.02	No Representations and Warranties	19

ARTICLE VII INDEMNIFICATION REGARDING SERVICES; LIMITATION ON LIABILITY			19

	SECTION 7.01	.	19



	SECTION 7.02	.	19

	SECTION 7.03	.	19

	SECTION 7.04	.	19

	SECTION 7.05	.	19

	SECTION 7.06	Indemnification of Each Recipient	19

	SECTION 7.07	Indemnification Procedures	19

	SECTION 7.08	Liability for Payment Obligations	20

	SECTION 7.09	Benefit of Agreement	20

ARTICLE VIII DISPUTE RESOLUTION			20

	SECTION 8.01	Governing Law	20

	SECTION 8.02	Dispute Resolution	20

ARTICLE IX TERMINATION			20

	SECTION 9.01	Termination.	20

	SECTION 9.02	Effect of Termination	22

	SECTION 9.03	Survival	23

	SECTION 9.04	Business Continuity; Force Majeure.	23

ARTICLE X GENERAL PROVISIONS			24

	SECTION 10.01	Independent Contractors	24

	SECTION 10.02	Subcontractors	24

	SECTION 10.03	Cooperation; Additional Services.	24

	SECTION 10.04	Books and Records	25

	SECTION 10.05	Notices	25

	SECTION 10.06	Regulatory Approval and Compliance	25

	SECTION 10.07	Severability	26

	SECTION 10.08	Entire Agreement	26

	SECTION 10.09	Assignment; No Third-Party Beneficiaries.	26

	SECTION 10.10	Confidentiality	27

	SECTION 10.11	Amendment; Waiver	29

	SECTION 10.12	Rules of Construction	29

	SECTION 10.13	Currency	30

	SECTION 10.14	Counterparts	30



SECTION 10.15	No Right to Set-Off	30

SECTION 10.16	Disclaimer	30

SECTION 10.17	Conflicts	30


if to Genworth, to:

Genworth Financial, Inc.
6620 West Broad Street
Richmond, VA 23230
Attention: General Counsel
Phone: 804.662.2574

Email: GNWgeneralcounsel@genworth.com

if to the Company, to:

Genworth Mortgage Holdings, Inc.
8325 Six Forks Rd.
Raleigh, NC 27615
Attention: General Counsel
Email: USMIGeneralCounsel@genworth.com


Purpose:			The purpose of this Special Severance Payment Agreement (the “Payment Agreement”) is to provide that you, as a key contributor employed by Genworth Financial, Inc. (together with its affiliates, the “Company”), receive an additional payment in the event your employment with the Company is terminated during a certain Payment Period under circumstances which entitle you to receive severance pay and layoff benefits under the Genworth Financial, Inc. Layoff Payment Plan (“Layoff Plan”) or as a “Tier II” employee under the 2015 Key Employee Severance Plan (“Key Employee Plan”), as applicable (together, the “Plans”). This Payment Agreement is being awarded in recognition of the significant role you will have during that Payment Period.

Name:			Rohit Gupta

Payment Period:			The “Payment Period” begins on the effective date of this Payment Agreement and ends on December 31, 2021. If your employment with the Company is terminated for any reason at any time preceding the start, or following the conclusion, of the Payment Period you will not be eligible to receive the Payment.

Payment Amount:			In the event your employment with the Company is terminated during the Payment Period under circumstances which entitle you to receive severance pay and layoff benefits under either of the Plans (a “Qualified Severance”), you will be eligible to receive the severance pay (“Plan Severance Pay”) and other layoff benefits available to you under the applicable Plan, if any, and

			- a one-time, lump sum payment equivalent to .5 times your base salary and target VIC bonus payment for the then-current performance year at the time of the Qualified Severance (the “Payment”)

			The Payment, less all applicable deductions and withholdings, shall be paid no later than 30 business days from your Qualified Severance date or the effective date of your severance release agreement, whichever is later. The applicable Plan Severance Pay and other Plan layoff benefits, if any, shall be paid or provided pursuant to the terms and conditions in the applicable Plan. The Payment, together with any bonus entitlement under the Key Employee Plan, if any, shall be in lieu of, and not in addition to, any other bonus payments to which you may be entitled, including but not limited to any full or partial VIC payment or payouts to which you may otherwise be entitled.


Payout Criteria:			In order to be eligible to receive the Payment, your employment with the Company must be terminated during the Payment Period under circumstances which entitle you to receive severance pay and layoff benefits under the Plans. Notwithstanding anything in this Payment Agreement to the contrary, you shall become ineligible if, at any time, you become eligible for “Tier I” benefits under the Key Employee Plan. For purposes of this Payment Agreement, you will be eligible for the Payment if during the Performance Period there is a layoff as defined in the Plans and (i) your employment is terminated, (ii) your compensation consisting of your combined base salary and VIC target amount, regardless of actual VIC payment (“Base Pay”) is reduced by more than 15%, or (iii) your principle work location is relocated to an area outside a 50 mile radius of its current location.

Ineligibility/Forfeiture:			You will be ineligible, or forfeit your eligibility, for the Payment if you become ineligible, or forfeit your eligibility, for layoff benefits under the Plans for any reason, whether during Performance Period or otherwise. For the avoidance of doubt, this means, inter alia, that you will not receive, or will become ineligible for, the Payment, if (i) you are or become eligible for severance benefits under, or you become a party to or participant in, any additional severance plan, including but not limited to any Key Employee Severance Plan, other than the Layoff Plan or “Tier II” eligibility under the Key Employee Plan (ii) your employment is terminated by the Company for any reason that would not entitle you to receive severance pay and layoff benefits under the Plans, including but not limited to your death or disability, (iii) you experience a change or reduction in your current duties or responsibilities, either by the Company or any successor, without being terminated, (iv) before, during, or after your termination the Company offers you continuing employment in any capacity with comparable compensation (“Comparable Compensation” shall mean a combined base salary and bonus target equal to at least 85% of the preceding Base Pay total) and you fail to accept that offer (v) you resign from your employment with the Company at any time for any reason (vi) your employment with the Company is terminated due to a sale of your business unit, and you remain or become employed by the successor employer upon the close of the sale of your business unit with Comparable Compensation, regardless of duties (vii) you are offered any position with a successor employer, with Comparable Compensation, and you fail to accept the offer, regardless of duties, (viii) you violate a Confidentiality, Non-Solicitation, or Non-Disparagement provision of this or any agreement with the Company; (ix) you breach this Payment Agreement or any severance and/or release agreements with the Company; and/or (x) your employment is terminated for Cause, which “Cause” includes:

			(i)your conviction, guilty plea, or plea of no contest to any crime constituting a felony or any other offense involving fraud or dishonesty;
			(ii)your violation of any Company Policy or the Company Code of Ethics; and/or
			(iii)your unsatisfactory performance, if previously placed on a performance improvement plan (PIP) no longer than 52 weeks and no sooner than 4 weeks prior to that termination for performance.


			In the event you forfeit your eligibility for any Payment you shall promptly repay to the Company any Payment previously paid to you under this Agreement.

Confidentiality:			You must keep the terms of this Agreement and the existence of the Payment opportunity, including the amounts, strictly confidential and not disclose them to any person at any time, other than your spouse or legal and financial advisor(s), unless compelled by law to do so. You must not at any time during your employment with the Company or thereafter, use or disclose to others any “Confidential Information” (as defined in the Company’s Code of Ethics).
Employment at Will:			This Agreement is not a guarantee of employment for any fixed period of time. You or the Company may terminate your employment at any time, for any lawful reason.

Non-Solicitation:			Unless expressly waived in writing by the Executive Vice President of Human Resources of the Company (or their successor), during and for a period of 12 months following the cessation of your employment with the Company, you agree not to directly or indirectly, (i) recruit, hire, retain or attempt to recruit, hire or retain, any then-current employee or agent of the Company or any former employee or agent of the Company who was employed by or providing services to the Company within the prior 6 months, for employment or engagement with an entity other than the Company, or (ii) solicit or encourage any agent or employee of the Company to terminate his or her employment or other engagement with the Company.

Non-Disparagement:			You will not make or cause to be made any statements (whether oral or written, public or private) that disparage, are inimical to, or damage the reputation of the Company or any of its affiliates, subsidiaries, agents, officers, directors, employees, products or services. Nothing in this section will limit your ability to provide truthful testimony or information in response to a subpoena, court order, or investigation by a government agency.

Release Required:			Any Payment payable pursuant to this Agreement, as well as any payments or benefits under the Plans, shall only be payable if you execute, deliver to the Company and do not revoke, in a form acceptable to and provided by the Company, a full general release of all claims of any kind whatsoever that you have or may have against the Company and its officers, directors and employees, known or unknown, arising on or before the date on which you execute such release. Such release must be executed and all revocation periods shall have expired prior to your receipt of any Payment; failing which the Payment shall be forfeited. If any Payment hereunder constitutes non-exempt deferred compensation for purposes of Section 409A of the Internal Revenue Code (“Section 409A”), the Payment shall not be made or commence before the second such calendar year, even if the release becomes irrevocable in the first such calendar year.

Resolve:			Any disagreement between you and the Company concerning anything covered by this Agreement or concerning the Payment will be settled by final and binding arbitration pursuant to the Company’s Resolve program. The Conditions of Employment document previously executed by you and the Resolve Guidelines are incorporated herein by reference as if set forth in full in this Agreement.


Governing Law:			This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia.

Section 409A:			This Agreement is intended to be exempt from or, in the alternative, comply with Section 409A and the interpretive guidance thereunder, including the exception for short-term deferrals. The Agreement shall be construed and interpreted in accordance with such intent. Each payment under this Agreement shall be considered a separate payment for purposes of Section 409A. Nothing in this Agreement shall be construed as a guarantee of any particular tax effect for Executive's compensation and benefits and the Company does not guarantee that any compensation or benefits provided under this Agreement will satisfy the provisions of Code Section 409A.

Successors and Assigns:			This Agreement shall be binding upon and inure to the benefit of the Company’s successors, including any entity that succeeds to the business and interests of the Company whether by merger, consolidation, purchase of assets or otherwise, of all or substantially all of the Company’s assets and business. This Agreement and all rights hereunder are not assignable by you; except that any amounts payable under this Agreement upon your death shall be payable to your heirs or other legal representatives, as the case may be.

Entire Agreement:			Except as explicitly provided above, including but not limited to the incorporation of relevant terms and conditions in the Plans, this Agreement constitutes the entire understanding between the Company and you with respect to the subject matter hereof and supersedes any and all prior understandings or agreements with respect to the subject matter hereof, written or oral. For the avoidance of doubt, this Agreement supersedes and voids, in its entirety, any prior SPECIAL SEVERANCE PAYMENT AGREEMENT(s) or similar agreements between the parties, if any.

No Waiver:			No failure or delay on the part of the Company in enforcing or exercising any right or remedy hereunder shall operate as a waiver thereof.



SPECIAL SEVERANCE PAYMENT AGREEMENT

Purpose:			The purpose of this Special Severance Payment Agreement (the “Payment Agreement”) is to provide that you, as a key contributor employed by Genworth Financial, Inc. (together with its affiliates, the “Company”), receive an additional payment in the event your employment with the Company is terminated during a certain Payment Period under circumstances which entitle you to receive severance pay and layoff benefits under the Genworth Financial, Inc. Layoff Payment Plan (“Layoff Plan”) or as a “Tier III” employee under the 2015 Key Employee Severance Plan (“Key Employee Plan”), as applicable (together, the “Plans”). This Payment Agreement is being awarded in recognition of the significant role you will have during that Payment Period.

Name:			Dean Mitchell

Payment Period:			The “Payment Period” begins on the effective date of this Payment Agreement and ends on December 31, 2021. If your employment with the Company is terminated for any reason at any time preceding the start, or following the conclusion, of the Payment Period you will not be eligible to receive the Payment.

Payment Amount:			In the event your employment with the Company is terminated during the Payment Period under circumstances which entitle you to receive severance pay and layoff benefits under either of the Plans (a “Qualified Severance”), you will be eligible to receive the severance pay (“Plan Severance Pay”) and other layoff benefits available to you under the applicable Plan, if any, and

			- a one-time, lump sum payment equivalent to your target VIC bonus payment for the then-current performance year at the time of the Qualified Severance (the “Payment”)

			The Payment, less all applicable deductions and withholdings, shall be paid no later than 30 business days from your Qualified Severance date or the effective date of your severance release agreement, whichever is later. The applicable Plan Severance Pay and other Plan layoff benefits, if any, shall be paid or provided pursuant to the terms and conditions in the applicable Plan. The Payment, together with any bonus entitlement under the Key Employee Plan, if any, shall be in lieu of, and not in addition to, any other bonus payments to which you may be entitled, including but not limited to any full or partial VIC payment or payouts to which you may otherwise be entitled.


Purpose:			The purpose of this transition retention bonus agreement (the “Agreement”) is to retain key contributors during a critical transition period for Genworth Financial, Inc. (together with its affiliates, the “Company”). This Bonus is being awarded in recognition of the significant role you will have during the Transition Bonus Period.

TRANSITION RETENTION BONUS

Name:			Dean Mitchell

Transition Bonus Period:			The “Transition Bonus Period” is the period beginning on the effective date of this Agreement and ending on October 1, 2021.

Bonus Amount:			You are eligible to receive a Bonus payment equivalent to $250,000, less applicable deductions and withholdings (the “Bonus”), subject to the terms and conditions herein.

Bonus Payment Date:			The Bonus will be paid within 45 calendar days of the end of the Transition Bonus Period.

Payout Criteria:			In order become eligible for the Bonus, you must either (i) remain actively employed with the Company (or its affiliates or successors) for the duration of the Transition Bonus Period; (ii) have your employment terminated pursuant to a Layoff, as defined herein, during the Transition Bonus Period; or (iii) suffer death or total disability (such that you are permanently incapable, with or without reasonable accommodation, of performing your duties for the Company) during the Transition Bonus Period.

Layoff:			For the purpose of this Agreement, “Layoff” means (1) your base salary is reduced by more than 20%; (2) your principle work location is permanently relocated to an area outside a 50 mile radius of its current location; or (3) you experience job loss due to a layoff as defined in the Company Layoff Payment Plan. Layoff does not mean a change or reduction in your current duties or responsibilities. Layoff does not include termination for cause (“Cause”) as a result of or following (i) your conviction, guilty plea, or plea of no contest to any crime constituting a felony or any other offense involving fraud; or (ii) your violation of any Company Policy or the Company Code of Ethics. If the Company offers you continuing employment in any capacity at a comparable base salary and you fail to accept it, you have not experienced Layoff and you will not be eligible to receive any Bonus on the Bonus Payment Date.

Forfeiture:			Notwithstanding anything in this Agreement to the contrary, your entitlement to the Bonus, if any, will be forfeited in full if, at any time prior to the expiration of the Transition Bonus Period, you: •resign your employment for any reason, •are terminated for any reason other than a Layoff, •are placed on a performance improvement plan, •breach this Agreement, or •are offered any position with the Company or a successor employer and you fail to accept that offer. Additionally, if you violate the Confidentiality, Non-Solicitation, Non-Competition, or Non- Disparagement provisions of this Agreement, it will be considered a material breach of this Agreement and you will (i) forfeit your eligibility for any Bonus and (ii) promptly repay to the Company any Bonus previously paid to you under this Agreement.

Employment at Will:			This Agreement is not a guarantee of employment for any fixed period of time. You may terminate your employment or have your employment terminated by the Company at any time, for any lawful reason.