|Ineligibility/Forfeiture:||You will be ineligible, or forfeit your eligibility, for the Payments if you become ineligible, or forfeit your eligibility, for layoff benefits under the Plan 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 Payments, if (i) you are or become eligible for severance benefits under, or become a party to or participant in, the Genworth Financial, Inc. Key Employee Severance Plan, or any other severance plan or agreement other than the Plan or this Payment Agreement (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 Plan, 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 at a comparable base salary 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 at a comparable base salary, regardless of duties (vii) you are offered any position with a successor employer at a comparable base salary 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 Payments you shall promptly repay to the Company any Payments previously paid to you under this Agreement.|
|Confidentiality:||You must keep the terms of this Agreement and the existence of the Payments 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.|