Deferred Compensation Plan



 Exhibit 10.3 
  
 GENWORTH FINANCIAL, INC. 
  
 DEFERRED COMPENSATION PLAN 
  
 Approved 
 July 20, 2005








 GENWORTH FINANCIAL, INC. 
 DEFERRED COMPENSATION PLAN 
  
 TABLE OF CONTENTS 
  

					
	Preamble	  	1
		
	ARTICLE 1	  	 
	REFERENCES, CONSTRUCTION AND DEFINITIONS	  	 
			
	1.1	  	Account	  	2
	1.2	  	Adjustment Date	  	2
	1.3	  	Affiliate	  	2
	1.4	  	Authorized Leave of Absence	  	2
	1.5	  	Beneficiary	  	2
	1.6	  	Board	  	2
	1.7	  	Bonus	  	2
	1.8	  	Bonus Deferral Election	  	3
	1.9	  	Cause	  	3
	1.10	  	Code	  	3
	1.11	  	Committee	  	3
	1.12	  	Company	  	3
	1.13	  	Deferrals	  	3
	1.14	  	Earnings	  	3
	1.15	  	Effective Date	  	3
	1.16	  	Employee	  	3
	1.17	  	ERISA	  	3
	1.18	  	Participant	  	3
	1.19	  	Participating Company	  	4
	1.20	  	Plan	  	4
	1.21	  	Plan Administrator	  	4
	1.22	  	Plan Year	  	4
	1.23	  	Salary	  	4
	1.24	  	Salary Deferral Election	  	4
	1.25	  	Service	  	4
	1.26	  	Surviving Spouse	  	4
	1.27	  	Termination of Employment	  	4
		
	ARTICLE 2	  	 
	ELIGIBILITY AND PARTICIPATION	  	 
			
	2.1	  	Eligibility	  	5
	2.2	  	Participation	  	5
	2.3	  	Duration of Participation	  	5









					
	ARTICLE 3	  	 
	ACCUMULATION OF PLAN BENEFITS	  	 
			
	3.1	  	Deferral Elections	  	5
	3.2	  	Deferral Investments and Deemed Earnings	  	7
		
	ARTICLE 4	  	 
	DISTRIBUTION OF BENEFITS	  	 
			
	4.1	  	Termination Benefit	  	8
	4.2	  	Specified Plan Year Benefit	  	9
	4.3	  	Subsequent Elections	  	9
	4.4	  	Death	  	9
	4.5	  	Payment of Plan Benefits Upon Termination for Cause	  	9
	4.6	  	Distributions to Key Employees	  	9
	4.7	  	Reemployment	  	10
	4.8	  	Facility of Payment	  	10
		
	ARTICLE 5	  	 
	UNFORESEEABLE EMERGENCY PAYMENTS	  	 
		
	Unforeseeable Emergency Payments	  	10
	ARTICLE 6	  	 
	ADJUSTMENTS	  	 
			
	6.1	  	Accounts	  	11
	6.2	  	Adjustments to Account	  	11
		
	ARTICLE 7	  	 
	FORFEITURE	  	 
		
	Forfeiture	  	11
	ARTICLE 8	  	 
	ADMINISTRATION OF THE PLAN	  	 
			
	8.1	  	Designation of Committee	  	11
	8.2	  	Powers and Duties of the Committee	  	11
	8.3	  	Agents	  	12
	8.4	  	Instructions for Payments	  	12
	8.5	  	Claims for Benefits	  	12
	8.6	  	Hold Harmless	  	14
	8.7	  	Service of Process	  	14

  

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	ARTICLE 9	  	 
	DESIGNATION OF BENEFICIARIES	  	 
			
	9.1	  	Beneficiary Designation	  	14
	9.2	  	Failure to Designate Beneficiary	  	14
		
	ARTICLE 10	  	 
	WITHDRAWAL OF PARTICIPATING COMPANY	  	 
			
	10.1	  	Withdrawal of Participating Company	  	15
	10.2	  	Effect of Withdrawal	  	15
		
	ARTICLE 11	  	 
	AMENDMENT OR TERMINATION OF THE PLAN	  	 
			
	11.1	  	Right to Amend or Terminate the Plan	  	15
	11.2	  	Notice	  	16
		
	ARTICLE 12	  	 
	GENERAL PROVISIONS AND LIMITATIONS	  	 
			
	12.1	  	No Right to Continued Employment	  	16
	12.2	  	Payment of Behalf of Payee	  	16
	12.3	  	Nonalienation	  	16
	12.4	  	Missing Payee	  	17
	12.5	  	Required Information	  	17
	12.6	  	Binding Effect	  	17
	12.7	  	Merger or Consolidation	  	17
	12.8	  	Trust	  	17
	12.9	  	Entire Plan	  	17

  

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 GENWORTH FINANCIAL, INC. 
 DEFERRED COMPENSATION PLAN 
  
 PREAMBLE 
  
 The primary
purpose of this Genworth Financial, Inc. Deferred Compensation Plan (“Plan”) is to allow certain members of management of Genworth Financial, Inc. (“Company”) and Participating Companies to defer the receipt of a portion of their
salary and bonuses. 
  
 This Plan is intended to comply with the
requirements of Section 409A of the Internal Revenue Code and the regulations and other guidance issued thereunder, as in effect from time to time. To the extent a provision of the Plan is contrary to or fails to address the requirements of Code
Section 409A, the Plan shall be construed and administered as necessary to comply with such requirements until this Plan is appropriately amended to comply with such requirements. 
  
 The Company establishes this Plan, to further the economic interests of the Company and its affiliates by providing deferred
compensation incentives to selected management members. This Plan is intended to enhance the long-term performance and retention of the management members selected to participate in this Plan. 
  
 This Plan is a “top-hat” plan within the meaning of Sections
201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (ERISA). As such, this Plan is subject to limited ERISA reporting and disclosure requirements, and is exempt from all other ERISA requirements.
Distributions required or contemplated by this Plan or actions required to be taken under this Plan shall not be construed as creating a trust of any kind or a fiduciary relationship between the Company and any Participant, any Participant’s
designated beneficiary, or any other person. 







 GENWORTH FINANCIAL, INC. 
 DEFERRED COMPENSATION PLAN 
  
 ARTICLE 1 
 REFERENCES, CONSTRUCTION AND DEFINITIONS 
  
 Unless otherwise indicated, all references to Articles, Sections, and
subsections shall be to the Plan as set forth in this document. The Plan and all rights thereunder shall be construed and enforced in accordance with ERISA and, to the extent that state law is applicable, the laws of the State of Virginia. The
Article titles and the captions preceding Sections and subsections have been inserted solely as a matter of convenience and in no way define or limit the scope or intent of any provision. When the context so requires, the singular includes the
plural. Whenever used herein and capitalized, the following terms have the respective meanings indicated unless the context plainly requires otherwise. 
  

	1.1	“Account” means, with respect to each Participant’s Deferrals, the separate bookkeeping account adjusted as of each Adjustment Date as provided in Section 6.2.
The Account may also be referred to as the Termination Benefit or the Specified Plan Year Benefit. Subaccounts shall be maintained within each Participant’s Account. 

  

	1.2	“Adjustment Date” means the last day of each calendar month, and any other date upon or as of which accounts are adjusted as set forth in Article 6.


  

	1.3	“Affiliate” means any corporation or trade or business which is a member of a controlled group of corporations or a group of businesses under common control (within
the meaning of Sections 414(b) and (c) of the Code) of which the Company is a member, and any other entity required to be aggregated with the Company pursuant to Section 409A(d)(6) of the Code and the regulations (or similar guidance) thereunder.


  

	1.4	“Authorized Leave of Absence” means either (a) a leave of absence authorized by the Participating Company provided that the Employee returns within the period
specified; or (b) an absence required to be considered an Authorized Leave of Absence by applicable law. 

  

	1.5	“Beneficiary” means the beneficiary or beneficiaries designated by a Participant pursuant to Article 9 to receive the benefits, if any, payable on behalf of the
Participant under the Plan after the death of such Participant, or, when there has been no such designation or an invalid designation, the individual or entity, or the individuals or entities, who will receive such amount. 


 

	1.6	“Board” means the Board of Directors of Genworth Financial, Inc. 

  

	1.7	“Bonus” means a bonus which is awarded and is payable by the Participating Company to the Employee for Service performed during a Plan Year.


  

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	1.8	“Bonus Deferral Election” means the Participant’s irrevocable written election, made in accordance with Section 3.1 on the form provided by the Plan
Administrator, to defer the receipt of a stipulated amount of Bonus. Amounts so deferred are called “Deferrals.” 

  

	1.9	“Cause” means (i) the Participant’s willful engagement in conduct which is injurious to the Company and/or its Affiliates, monetarily or otherwise; or (ii) the
Participant’s violation of material Company or Affiliate policy, or the Participant’s breach of a noncompetition, confidentiality, or other restrictive covenant with respect to the Company or any of its Affiliates, that applies to the
Participant; provided, however, that for purposes of clause (i) of this definition, no act, or failure to act, on the Participant’s part shall be deemed “willful” unless done, or omitted to be done, by the Participant not in
good faith and without reasonable belief that the act, or failure to act, was in the best interests of the Company and/or its Affiliates. 

  

	1.10	“Code” means the Internal Revenue Code of 1986, as now in effect or as hereafter amended. All citations to Sections of the Code are to such Sections as they may
from time to time be amended or renumbered. 

  

	1.11	“Committee” means the Committee appointed by the Company and responsible for administering the Plan as provided in Article 8. 

  

	1.12	“Company” means Genworth Financial, Inc. and, where the context indicates, any Participating Company that adopts the Plan. The term Company also includes any
successor corporation or firm of the Company which shall, by written agreement, assume the obligations of this Plan. 

  

	1.13	“Deferrals” means amounts of Earnings deferred pursuant to a Bonus Deferral Election or a Salary Deferral Election. 

  

	1.14	“Earnings” means, with respect to an Employee, Salary and Bonuses payable by the Participating Company to the Employee for Service. 

  

	1.15	“Effective Date” means the date General Electric Company’s ownership of the Company ceases to be more than 50%. 

  

	1.16	“Employee” means a person who is a common law employee of a Participating Company. 

  

	1.17	“ERISA” means the Employee Retirement Income Security Act of 1974, as now in effect or as hereafter amended. All citations to Sections of ERISA are to such Sections
as they may from time to time be amended or renumbered. 

  

	1.18	“Participant” means any individual who commenced participation in the Plan as provided in Article 2 and who is either (a) an Employee, or (b) a former Employee who
is eligible for a benefit under the Plan. 

  

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	1.19	“Participating Company” means the Company or an Affiliate which, by action of its board of directors or equivalent governing body and with the written consent of
the Board, has adopted the Plan; provided that the Board may, subject to the foregoing provision, waive the requirement that such board of directors or equivalent governing body effect such adoption. By its adoption of or participation in the Plan,
a Participating Company shall be deemed to appoint the Company its exclusive agent to exercise on its behalf all of the power and authority conferred by the Plan upon the Company and accept the delegation to the Committee of all the power and
authority conferred upon it by the Plan. The authority of the Company to act as such agent shall continue until the Plan is terminated as to the Participating Company. The term “Participating Company” shall be construed as if the Plan were
solely the Plan of such Participating Company, unless the context plainly requires otherwise. 

  

	1.20	“Plan” means the Genworth Financial, Inc. Deferred Compensation Plan as contained herein and as it may be amended from time to time hereafter.


  

	1.21	“Plan Administrator” means the Committee. 

  

	1.22	“Plan Year” means the initial short plan year from the Effective Date to the next December 31. Thereafter, Plan Year means the calendar year ending on each December
31st. 

  

	1.23	“Salary” means, with respect to an Employee, cash base salary payable by the Participating Company to the Employee for Service with the Participating Company.
Notwithstanding any provision in this Plan to the contrary, Salary shall not include Bonuses, but shall include any amount which would have been included in cash base salary but for the Participant’s election to defer payment of such amount
under any provision of the Code, including, but not limited to, Sections 125, 132(f), 402(e)(3), 402(h)(1), 409A, or 457(b) of the Code. 

  

	1.24	“Salary Deferral Election” means the Participant’s irrevocable written election, made in accordance with Section 3.1 on the form provided by the Plan
Administrator, to defer the receipt of a stipulated amount of Salary. Amounts so deferred are called “Deferrals.” 

  

	1.25	“Service” means actual employment with the Participating Company or any Affiliate, including service recognized by the Committee for periods prior to such actual
employment. 

  

	1.26	“Surviving Spouse” means the survivor of a deceased Participant to whom such deceased Participant was legally married (as determined by the Committee) immediately
before the Participant’s death. 

  

	1.27	“Termination of Employment” means a separation from service with a Participating Company or an Affiliate as determined by the Committee in accordance with the
requirements of Section 409A of the Code and the regulations (or similar guidance) thereunder, and in accordance with reasonable standards and policies adopted by the 

  

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	  	Committee; provided, however, that the transfer of an Employee from employment by one Participating Company or an Affiliate to employment by another Participating Company or
Affiliate shall not constitute a Termination of Employment; and provided further that a Termination of Employment shall occur on the earlier of (a) or (b) where: 

  

	 	(a)	is the date as of which an Employee resigns, is discharged, dies or terminates employment for any other reason, and 

  

	 	(b)	is the first day of absence of an Employee who fails to return to employment at the expiration of an Authorized Leave of Absence. 

  
 ARTICLE 2 
 ELIGIBILITY AND PARTICIPATION 
  

	2.1	Eligibility. An Employee shall be eligible to become a Participant in the Plan if the Employee: 

  

	 	(a)	is a member of the Participating Company’s “select group of management or highly compensated employees,” as defined in Sections 201(2), 301(a)(3), and 401(a)(1) of
ERISA, as amended; and 

  

	 	(b)	is designated in writing by the Committee as eligible. 

  

	2.2	Participation. An Employee who is eligible under Section 2.1 to become a Participant shall become a Participant upon the execution and delivery of a Salary Deferral Election
or a Bonus Deferral Election under this Plan. No Salary or Bonus Deferral Election shall be valid until accepted by the Committee in the exercise of its sole and absolute discretion. 

  

	2.3	Duration of Participation. A Participant shall continue to be a Participant until the date the Participant is no longer entitled to a benefit under this Plan.


  
 ARTICLE 3 
 ACCUMULATION OF PLAN BENEFITS 
  

	3.1	Deferral Elections. An eligible Employee shall be eligible to make Salary or Bonus Deferral Elections as provided below. Deferrals shall be accounted for in a separate
subaccount of the Participant’s Account. 

  

	 	(a)	Procedures. The Committee, in the exercise of its discretion, may decide with respect to each Plan Year whether to offer eligible Employees the option of making a Salary
Deferral Election and/or a Bonus Deferral Election. For each Plan Year with respect to which Deferral elections are permitted, the following procedures shall apply: 

  

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	 	(i)	Salary - First Year of Participation. An Employee shall have 30 days following the date the Employee first becomes eligible to participate in this Plan in which to execute
and deliver to the Committee a Salary Deferral Election by which the Participant elects to defer a stipulated percentage or amount of Salary to be earned during the portion of the Plan Year remaining after the Salary Deferral Election is made and
which, but for such Salary Deferral Election, would be paid to the Participant. 

  

	 	(ii)	Bonus - First Year of Participation. An Employee shall have 30 days following the date the Employee first becomes eligible to participate in this Plan in which to execute and
deliver to the Committee a Bonus Deferral Election by which the Participant elects to defer a stipulated percentage or amount of Bonus to be earned during the portion of the Plan Year remaining after the Bonus Deferral Election is made and which,
but for such Bonus Deferral Election, would be paid to the Participant. 

  

	 	(iii)	Salary - Subsequent Years of Participation. Unless a longer period is authorized under paragraph (i) above, an eligible Employee shall have until December 31 of each Plan
Year to execute and deliver to the Committee a Salary Deferral Election providing for the Deferral of a stipulated percentage or amount of Salary to be earned during the next Plan Year and which, but for such Salary Deferral Election, would be paid
to the Participant. 

  

	 	(iv)	Bonus - Subsequent Years of Participation. Unless a longer period is authorized under paragraph (ii) above, an eligible Employee shall have until December 31 of each Plan
Year to execute and deliver to the Committee a Bonus Deferral Election providing for the Deferral of a stipulated percentage or amount of any Bonuses which the Employee may earn during the following Plan Year and which, but for such Bonus Deferral
Election, would be paid to the Participant. 

  

	 	(v)	Payment Method and Time of Distribution. An Employee shall designate in his or her Salary Deferral Election and/or Bonus Deferral Election with respect to each Plan Year
whether the Deferrals for such Plan Year plus deemed income allocations on such amounts will be paid in a single lump sum or in annual installments paid over ten years, and whether such payment(s) will begin following the Participant’s
Termination of Employment or in a specified Plan Year, as further described in Article 4. 

  

	 	(b)	Minimum Deferrals. An eligible Employee is prohibited from making any Deferral election which, in the determination of the Committee, would result in Deferrals for a Plan
Year of less than $1,000.00. The minimum Salary Deferral Election percentage an eligible Employee may make for a Plan Year is 10% of 

  

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	 	  	Salary. The minimum Bonus Deferral Election percentage an eligible Employee may make for a Plan Year is 25% of such eligible Employee’s Bonus for a Plan Year. The foregoing
notwithstanding, the Committee, in the exercise of its discretion, may waive such minimum Deferral requirement for any Participant with respect to one or more Plan Years. 

  

	 	(c)	Maximum Deferrals. An eligible Employee may make a Salary Deferral Election which would result in Salary Deferrals for a Plan Year of up to 75% of Salary. An eligible
Employee may make a Bonus Deferral Election which would result in Bonus Deferrals for a Plan Year of up to 100% of Bonus. 

  

	3.2	Deferral Investments and Deemed Earnings. The amount of all Deferrals shall be reflected in each Participant’s Account as an account payable of the applicable
Participating Company. Each Account shall be credited on each Adjustment Date with the amount of deemed income or loss as provided herein. 

  
 Subject to such limitations as may from time to time be required by law, imposed by the Company, or contained elsewhere in the Plan, and subject to such
operating rules and procedures as may be imposed from time to time by the Company, prior to and effective for each Adjustment Date, each Participant may communicate to the Company a direction as to how his or her Account should be deemed to be
invested among such categories of deemed investments as may be made available by the Company hereunder. Such direction shall designate the percentage (in any whole percent multiples) of each portion of the Participant’s Account that is
requested to be deemed to be invested in such categories of deemed investments and shall be subject to the following rules: 
  

	 	(a)	Any initial or subsequent deemed investment direction shall be in writing, on a form supplied by and filed with the Company and shall be effective as of the next Adjustment
Date that is at least ten (10) business days after such filing. 

  

	 	(b)	All amounts credited to the Participant’s Account shall be deemed to be invested in accordance with the then effective deemed investment direction, and, as of the
effective date of any new deemed investment direction, all or a portion of the Participant’s Account at that date shall be reallocated among the designated deemed investment funds according to the percentages specified in the new deemed
investment direction unless and until a subsequent deemed investment direction shall be filed and become effective. A Participant may make changes to his or her deemed investment elections in the form and manner designated by the Committee up to a
maximum of 4 times per Plan Year. An election concerning deemed investment choices shall continue indefinitely as provided in the Participant’s most recent written investment election or other form specified by the Company.


  

	 	(c)	If the Company receives an initial or revised deemed investment direction that it determines to be incomplete, unclear, or improper, the Participant’s investment
direction then in effect shall remain in effect (or, in the case of a deficiency in an 

  

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	 	  	initial deemed investment direction, the Participant shall be deemed to have filed no deemed investment direction) until the next Adjustment Date, unless the Company provides for,
and permits the application of, corrective action prior thereto. 

  

	 	(d)	If the Company possesses at any time directions as to the deemed investment of less than all of a Participant’s Account, the Participant shall be deemed to have directed
that the undesignated portion of his or her Account be deemed to be invested in a money market, fixed income, or similar fund made available under the Plan as determined by the Company in its discretion. 

  

	 	(e)	Each Participant hereunder, as a condition to his or her participation hereunder, agrees to indemnify and hold harmless the Company and its agents and representatives from
any losses or damage of any kind relating to the deemed investment of the Participant’s Account hereunder. 

  

	 	(f)	The fact that an amount has been credited to a Participant’s Account, as provided above, will not operate to vest in the Participant any right, title or interest in or to any
benefit under the Plan. Vesting of such benefits shall occur only as herein set forth. 

  

	 	(g)	Each reference in this Section to a Participant shall be deemed to include, where applicable, a reference to a Beneficiary. 

  
 ARTICLE 4 
 DISTRIBUTION OF BENEFITS 
  

	4.1	Termination Benefit 

  

	 	(a)	Eligibility. Upon a Participant’s Termination of Employment, the Participating Company shall pay the Participant the “Termination Benefit” described in this
Section 4.1. 

  

	 	(b)	Payment Method and Timing. A Participant may elect in his or her annual Salary Deferral Election and/or Bonus Deferral Election, in the manner and form required by the
Committee, to receive payment of such Plan Year’s Deferrals plus deemed income allocations thereon either in a single lump sum payment or in ten (10) annual installment payments. If elected, the annual installment payments with respect to any
year’s Deferrals shall be determined by dividing the balance of the Participant’s Deferrals for such Plan Year by the remaining number of years in the original ten (10) year period. 

  
 Upon Termination of Employment, the Participant’s Salary Deferrals
and/or Bonus Deferrals with respect to a Plan Year shall be distributed to the Participant in a single lump sum payment or in annual installments payable over ten (10) 
  

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 years as elected by the Participant. Payment of the Termination Benefit will be made or will begin on or
about July 1 of the Plan Year next following the Plan Year during which the Participant’s Termination of Employment occurred. 
  

	4.2	Specified Plan Year Benefit. In lieu of receiving a Termination Benefit with respect to Deferrals for a Plan Year as described in Section 4.1, each Participant may elect in
his or her annual Salary Deferral Election and/or Bonus Deferral Election, in the manner and form required by the Committee, to receive payment of such Plan Year’s Deferrals plus deemed income allocations thereon, either in a single lump sum
payment or in ten (10) annual installment payments beginning on July 1 of the Plan Year specified by the Participant. Notwithstanding the preceding sentence, however, once a Participant has elected, on a Salary Deferral Election or Bonus Deferral
Election for any Plan Year, to receive payment of that Plan Year’s Deferrals in a specified Plan Year and pursuant to a particular method of distribution (lump sum or 10 annual installments), the payment method and specified Plan Year of a
Specified Plan Year Benefit may not be changed by the Participant in any subsequent annual Salary and/or Bonus Deferral Elections for any year prior to and including the specified payment year. 

  

	4.3	Subsequent Elections. Notwithstanding the preceding, a Participant may elect to change the method of distribution from lump sum to 10 annual installments, or to delay the
timing of any distribution, with respect to a Termination Benefit under Section 4.1 or a Specified Plan Year Benefit under Section 4.2, provided such election is approved by the Committee. Such subsequent election shall not take effect for at least
twelve (12) months after it is made, and the first payment with respect to such subsequent election must be deferred for at least five (5) years from the date such payment would otherwise have been made. Further, any subsequent election with respect
to a Specified Plan Year Benefit under Section 4.2 may not be made less than twelve (12) months prior to the date of the first scheduled payment to which it relates. 

  
 Notwithstanding anything to the contrary in the Plan, this Section 4.3 shall be construed so as to comply with the
requirements of Section 409A(a)(2)(A)(iv) and 409A(a)(4)(C) of the Code and the regulations (or similar guidance) issued thereunder. 
  

	4.4	Death. If a Participant dies before beginning distributions, or dies after beginning distributions but before receiving distribution of his entire Termination Benefit or
Specified Plan Year Benefit, if applicable, the Participant’s Termination Benefit or Specified Plan Year Benefit elected for each Plan Year’s Deferrals will be paid to the Participant’s Beneficiary(ies) according to the payment
method(s) and at the time(s) elected by the Participant. 

  

	4.5	Payment of Plan Benefits Upon Termination for Cause. Subject to Article 7, when a Participant is terminated for Cause, the Participant’s Termination Benefit will be paid
in a lump sum as soon as administratively practicable following Termination of Employment. 

  

	4.6	Distributions to Key Employees. Notwithstanding any other provision of this Plan to the contrary, for purposes of Section 409A(a)(2)(A)(i) of the Code, in the case of a key


  

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 employee as determined in accordance with Section 409A of the Code and related guidance, in no event
shall a benefit payment payable as a result of the Participant’s separation from service begin earlier than the date which is six (6) months following the date of the Participant’s separation from service. 
  

	4.7	Reemployment. If a Participant who has incurred a Termination of Employment again becomes an Employee, such reemployment shall not change, suspend, delay, or otherwise affect
payment of the Participant’s Termination Benefit. 

  

	4.8	Facility of Payment. If, in the Committee’s opinion, a Participant or other person entitled to benefits under the Plan is under a legal disability or is in any way
incapacitated so as to be unable to manage his financial affairs, payment will be made to the conservator or other person legally charged with the care of his person or his estate or, if no such legal conservator will have been appointed, then to
any individual (for the benefit of such Participant or other person entitled to benefits under the Plan) whom the Committee may from time to time approve. 

  
 ARTICLE 5 
 UNFORESEEABLE EMERGENCY PAYMENTS 
  
 In the event a Participant
incurs a financial hardship as a result of an “unforeseeable emergency” (as such term is defined below), the Participant may apply to the Committee for the distribution of all or a portion of the Participant’s Account. The application
shall provide such information and be in such form as the Committee shall require. The Committee, in the exercise of its sole and absolute discretion, may approve or deny the request in whole or in part, and shall direct the Participating Company
accordingly. The term “unforeseeable emergency” means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Section 152(a) of
the Code) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. In no event may the amounts
distributed with respect to an unforeseeable emergency exceed the amounts necessary to satisfy such emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which
such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship).
Notwithstanding any provision in the Plan to the contrary, any payment made pursuant to this Section 5.1 shall comply with Section 409A(a)(2)(A)(vi) of the Code and the regulations (or similar guidance) promulgated thereunder (or any successor
provisions). 
  

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 ARTICLE 6 
 ADJUSTMENTS 
  

	6.1	Accounts. The Committee shall establish and cause to be maintained with respect to each Participant’s Deferrals and income allocations separate subaccounts as part of
the Participant’s Account, and as of each Adjustment Date shall adjust each subaccount as provided in this Article 6. 

  

	6.2	Adjustments to Account. As of each Adjustment Date, the Committee shall adjust each Account by the following: 

  

	 	(a)	Unforeseeable Emergency Payments. The Account shall be reduced by the amount of Deferrals distributed pursuant to Article 5 and allocable to the account.


  

	 	(b)	Income Allocations. Deemed income allocations for the period since the last Adjustment Date shall be added to the Account. 

  

	 	(c)	Deferrals. Deferrals, if any, made since the last Adjustment Date and allocable to the account shall be added to the Account. 

  
 ARTICLE 7 
 FORFEITURE 
  
 Notwithstanding any provision in this Plan to the contrary, no benefit whatsoever shall be paid to or on behalf of any Participant under this Plan if the Participant defrauds a Participating Company or an Affiliate or embezzles money or
property of a Participating Company or an Affiliate. 
  
 ARTICLE
8 
 ADMINISTRATION OF THE PLAN 
  

	8.1	Designation of Committee. For purposes of this Plan, the Committee shall be the Benefits Committee appointed by the Board unless the Board designates another committee or
officer to administer the Plan or any portion thereof. 

  

	8.2	Powers and Duties of the Committee. The Committee shall have general responsibility for the administration of the Plan (including but not limited to complying with reporting
and disclosure requirements (if any), and establishing and maintaining Plan records). In the exercise of its sole and absolute discretion, the Committee shall interpret the Plan’s provisions and determine the eligibility of individuals for
benefits. The Committee shall, to the best of its ability, interpret the Plan in such a way as to meet the requirements of Section 409A of the Code and any regulations and guidance issued thereunder. 

  

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	8.3	Agents. The Committee may engage such legal counsel, certified public accountants and other advisers and service providers, who may be advisers or service providers for the
Participating Company or an Affiliate, and make use of such agents and clerical or other personnel, as it shall require or may deem advisable for purposes of the Plan. The Committee may rely upon the written opinion of any legal counsel or
accountants engaged by the Committee, and may delegate to any such agent or to any subcommittee or member of the Committee its authority to perform any act hereunder, including, without limitation, those matters involving the exercise of discretion,
provided that such delegation shall be subject to revocation at any time at the discretion of the Committee. 

  

	8.4	Instructions for Payments. All requests of or directions to the Participating Company for payment or disbursement shall be signed by a member of the Committee or such other
person or persons as the Committee may from time to time designate in writing. This person shall cause to be kept full and accurate accounts of payments and disbursements under the Plan. 

  

	8.5	Claims for Benefits.  

  

	 	(a)	Initial Claims. Any Employee, Beneficiary, or his duly authorized representative may file a claim for a benefit to which the claimant believes that he is entitled. Such a
claim must be in writing and delivered to the Committee in person or by mail, postage paid. Within ninety (90) days after receipt of such claim, the Committee shall send to the claimant, by mail, postage prepaid, notice of the granting or denying,
in whole or in part, of such claim, unless special circumstances require an extension of time for processing the claim. In no event may the extension exceed ninety (90) days from the end of the initial period. If such extension is necessary, the
claimant will be given a written notice to this effect prior to the expiration of the initial 90-day period. The Committee shall have full discretion to deny or grant a claim in whole or in part. If notice of the denial of a claim is not furnished
in accordance with this Section 8.5(a), the claim shall be deemed denied and the claimant shall be permitted to exercise his right to review pursuant to subsections (c) and (d). 

  

	 	(b)	Requirement for Written Notice of Claim. The Committee shall provide a written notice to every claimant who is denied a claim for benefits under this Article. Such written
notice shall set forth in a manner calculated to be understood by the claimant, the following information: 

  

	 	(i)	The specific reason or reasons for the adverse determination. 

  

	 	(ii)	Reference to the specific Plan provisions on which the determination was based. 

  

	 	(iii)	A description of any additional material or information necessary for the Participant to perfect the claim and an explanation of why such material or information is necessary.


  

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	 	(iv)	A description of the Plan’s review procedures, incorporating any voluntary appeal procedures offered by the Plan, and the time limits applicable to such procedures, including a
statement of the Participant’s right to bring a civil action under Section 502 of ERISA following an adverse benefit determination on review. 

  

	 	(v)	A statement that the Participant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant
to the claim. 

  

	 	(c)	Appeals. Within sixty (60) days after the receipt by the claimant of written notification of the denial (in whole or in part) of his claim, the claimant or his duly
authorized representative may make a written application to the Committee, in person or by certified mail, postage prepaid, to be afforded a review of such denial; may review pertinent documents; and may submit issues and comments in writing.


  

	 	(d)	Disposition of Disputed Claims. Upon receipt of a request for review, the Committee shall make a prompt decision on the review matter. The decision on such review shall be
written in a manner calculated to be understood by the Participant and shall include: 

  

	 	(i)	The specific reason or reasons for the adverse decision; 

  

	 	(ii)	Reference to the specific plan provisions on which the benefit determination is based; 

  

	 	(iii)	A statement that the Participant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information
relevant to the Participant’s claim for benefits; and 

  

	 	(iv)	A statement describing any voluntary appeal procedures offered by the Plan and the Participant’s right to obtain the information about such voluntary appeal procedures
(if applicable), and a statement of the Participant’s right to bring action under Section 502(a) of ERISA. 

  
 The decision upon review shall be made not later than sixty (60) days after the Committee’s receipt of a request for a review, unless special
circumstances require an extension of time for processing and the Participant is informed of the need for the extension within the initial sixty (60) day period. When an extension is necessary, a decision shall be rendered as soon as possible, but
not later than 120 days after receipt of the request for review. If notice of the decision on the review is not furnished in accordance with this Section 8.5(d), the claim shall be deemed denied and the Participant shall be permitted to exercise his
right to a legal remedy. 
  

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	8.6	Hold Harmless. To the maximum extent permitted by law, no member of the Committee shall be personally liable by reason of any contract or other instrument executed by such
member or on such member’s behalf in such member’s capacity as a member of the Committee nor for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless, directly from its own assets (including the
proceeds of any insurance policy the premiums of which are paid from the Company’s own assets), each member of the Committee and each other officer, Employee, or director of the Company or an Affiliate to whom any duty or power relating to the
administration or interpretation of the Plan against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Company) arising out of any act or omission to act in connection
with the Plan unless arising out of such person’s own fraud or bad faith. 

  

	8.7	Service of Process. The Secretary of the Company or such other person designated by the Board shall be the agent for service of process under the Plan.


  
 ARTICLE 9 
 DESIGNATION OF BENEFICIARIES 
  

	9.1	Beneficiary Designation. Every Participant shall file with the Committee a written designation (on a form provided by the Plan Administrator) of one or more persons as the
Beneficiary who shall be entitled to receive the benefits, if any, payable under the Plan after the Participant’s death. A Participant may from time to time revoke or change such Beneficiary designation without the consent of any prior
Beneficiary by filing a new designation with the Committee. The last such designation received by the Committee shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the
Committee prior to the Participant’s death, and in no event shall it be effective as of any date prior to such receipt. All decisions of the Committee concerning the effectiveness of any Beneficiary designation, and the identity of any
Beneficiary, shall be final. If a Beneficiary shall die after the death of the Participant and prior to receiving the payment(s) that would have been made to such Beneficiary had such Beneficiary’s death not occurred, then for the purposes of
the Plan the payment(s) that would have been received by such Beneficiary shall be made to the Beneficiary’s estate. 

  

	9.2	Failure to Designate Beneficiary. If no Beneficiary designation is in effect at the time of a Participant’s death, the benefits, if any, payable under the Plan after the
Participant’s death shall be made to the Participant’s Surviving Spouse, if any, or if the Participant has no Surviving Spouse, to the Participant’s estate. If the Committee is in doubt as to the right of any person to receive such
benefits, the Committee may direct the Participating Company to withhold payment, without liability for any accruals thereon, until the rights thereto are determined, or the Committee may direct the Participating Company to pay any such amount into
any court of appropriate jurisdiction and such payment shall be a complete discharge of the liability of the Participating Company therefor. 

  

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 ARTICLE 10 
 WITHDRAWAL OF PARTICIPATING COMPANY 
  

	10.1	Withdrawal of Participating Company. A Participating Company (other than the Company) may withdraw from participation in the Plan by giving the Board prior written notice
approved by resolution by its board of directors or similar governing body specifying a withdrawal date, which shall be the last day of a month at least 30 days subsequent to the date which notice is received by the Board. The Participating Company
shall withdraw from participating in the Plan if and when it ceases to be either a division of the Company or an Affiliate. The Board may require the Participating Company to withdraw from the Plan, as of any withdrawal date the Board specifies.


  

	10.2	Effect of Withdrawal. A Participating Company’s withdrawal from the Plan shall not in any way modify, reduce, or otherwise affect the Participating Company’s
obligations incurred before the withdrawal, as such obligations are defined under the provisions of the Plan existing immediately before the withdrawal. Withdrawal from the Plan by any Participating Company shall not in any way affect any other
Participating Company’s participation in the Plan. 

  
 ARTICLE 11 
 AMENDMENT OR TERMINATION OF THE PLAN 
  

	11.1	Right to Amend or Terminate the Plan 

  

	 	(a)	The Board reserves the right at any time to amend or terminate the Plan by corporate resolution, in whole or in part, and for any reason and without the consent of any
Participating Company, Participant, or Beneficiary. In addition, the Board may amend the Plan retroactively to the extent required to qualify the Plan under Section 409A of the Code, provided that no such amendment may reduce any Participant’s
Account. Each Participating Company by its participation in the Plan shall be deemed to have delegated this authority to the Board. 

  

	 	(b)	The Committee may adopt any ministerial and nonsubstantive amendment which may be necessary or appropriate to facilitate the administration, management, and interpretation of
the Plan, provided the amendment does not materially affect the currently estimated cost to the Participating Companies of maintaining the Plan. Each Participating Company by its participation in the Plan shall be deemed to have delegated this
authority to the Committee. 

  

	 	(c)	In no event shall an amendment or termination modify, reduce, or otherwise affect the Participating Company’s obligations under the Plan made before the amendment or
termination, as such obligations are defined under the provisions of the Plan and the trust existing immediately before such amendment or termination. 

  

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	11.2	Notice. Notice of any amendment or termination of the Plan shall be given by the Board or the Committee, whichever adopts the amendment, to the other and all Participating
Companies. 

  
 ARTICLE 12 
 GENERAL PROVISIONS AND LIMITATIONS 
  

	12.1	No Right to Continued Employment. Nothing contained in the Plan shall give any Employee the right to be retained in the employment of the Participating Company or Affiliate
or affect the right of any such employer to dismiss any Employee. The adoption and maintenance of the Plan shall not constitute a contract between any Participating Company and Employee or consideration for, or an inducement to or condition of, the
employment of any Employee. 

  

	12.2	Payment on Behalf of Payee. If the Committee shall find that any person to whom any amount is payable under the Plan is unable to care for such person’s affairs because
of illness or accident, or is a minor, or had died, then any payment due such person or such person’s estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee so elects, be paid to such
person’s spouse, a child, a relative, an institute maintaining or having custody of such person, or any other person deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall
be a complete discharge of the liability of the Plan and the Participating Company therefor. 

  

	12.3	Nonalienation. No interest, expectancy, benefit, payment, claim, or right of any Participant or Beneficiary under the Plan shall be (a) subject in any manner to any claims of
any creditor of the Participant or Beneficiary; (b) subject to the debts, contracts, liabilities or torts of the Participant or Beneficiary; or (c) subject to alienation by anticipation, sale, transfer, assignment, bankruptcy, pledge, attachment,
charge or encumbrance of any kind. If any person shall attempt to take any action contrary to this Section, such action shall be null and void and of no effect, and the Committee and the Participating Company shall disregard such action and shall
not in any manner be bound thereby and shall suffer no liability on account of its disregard thereof. If the Participant, Beneficiary, or any other beneficiary hereunder shall become bankrupt or attempt to anticipate, alienate, sell, assign, pledge,
encumber, or charge any right hereunder, then such right or benefit shall, in the discretion of the Committee, cease and terminate, and in such event the Committee may hold or apply the same or any part thereof for the benefit of the Participant or
Beneficiary or the spouse, children, or other dependents of the Participant or Beneficiary, or any of them, in such manner and in such amounts and proportions as the Committee may deem proper. 

  

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	12.4	Missing Payee. If the Committee cannot ascertain the whereabouts of any person to whom a payment is due under the Plan, and if, after five years from the date such payment is
due, a notice of such payment due is mailed to the last known address of such person, as shown on the records of the Committee or the Participating Company, and within three months after such mailing such person has not made written claim therefor,
the Committee, if it so elects, after receiving advice from counsel to the Plan, may direct that such payment and all remaining payments otherwise due to such person be canceled on the records of the Plan and the amount thereof forfeited, and upon
such cancellation, the Participating Company shall have no further liability therefor, except that, in the event such person later notifies the Committee of such person’s whereabouts and requests the payment or payments due to such person under
the Plan, the amounts otherwise due but unpaid as of the date payment would have been made shall be paid to such person without accruals due to late payment. 

  

	12.5	Required Information. Each Participant shall file with the Committee such pertinent information concerning himself or herself, such Participant’s Beneficiary, or such
other person as the Committee may specify, and no Participant, Beneficiary, or other person shall have any rights or be entitled to any benefits under the Plan unless such information is filed by or with respect to the Participant.


  

	12.6	Binding Effect. Obligations incurred by the Participating Company pursuant to this Plan shall be binding upon and inure to the benefit of the Participating Company, its
successors and assigns, and the Participant and the Participant’s Beneficiary. 

  

	12.7	Merger or Consolidation. In the event of a merger or consolidation by the Participating Company with another corporation, or the acquisition of substantially all of the
assets or outstanding stock of the Participating Company by another corporation, then and in such event the obligations and responsibilities of the Participating Company under this Plan shall be assumed by any such successor or acquiring
corporation, and all of the rights, privileges, and benefits of the Participants and Beneficiaries hereunder shall continue. 

  

	12.8	Trust. Notwithstanding anything to the contrary in the Plan, the Company may establish a grantor trust, which may be an irrevocable “rabbi trust,” to assist it and
other Participating Companies in funding Plan obligations, and any payments made to a Participant or Beneficiary from such trust shall relieve the Participating Company from any further obligations under the Plan only to the extent of such payment.
The trust shall be a domestic trust maintained in the United States. The Company shall pay all management and other fees associated with the administration of the trust established pursuant to this Section. Notwithstanding any other provisions of
the Plan, the assets of the trust shall remain the property of the Company, and shall be subject to the claims of creditors in the event of bankruptcy or insolvency, as provided in the trust agreement. 

  

	12.9	Entire Plan. This document and any written amendments hereto, the Deferral elections, and the Beneficiary designations contain all the terms and provisions of the Plan and
shall constitute the entire Plan, any other alleged terms or provisions being of no effect. 

  

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