OneMain Holdings, Inc. Nonqualified Deferred Compensation Plan Adoption Agreement

Table of Contents
1.01	Preamble	1
1.02	Plan	1
1.03	Plan Sponsor	1
1.04	Employer	2
1.05	Administrator	2
1.06	Key Employee Determination Dates	2
2.01	Participation	3
3.01	Compensation	4
3.02	Bonuses	5
4.01	Participant Contributions	6
5.01	Employer Contributions	8
6.01	Distributions	11
7.01	Vesting	17
8.01	Unforeseeable Emergency	21
9.01	Investment Decisions	22
10.01	Trust	23
11.01	Termination Upon Change In Control	24
11.02	Automatic Distribution Upon Change In Control	24
11.03	Change In Control	24
12.01	Governing State Law	25
Appendix A		27

Plan Name:

OneMain Holdings, Inc. Nonqualified Deferred Compensation Plan

Plan Year:

January 1 through December 31

Name:

OneMain Holdings, Inc.

Address:

601 Northwest 2nd Street, Evansville, Indiana 47708

Phone #:

(800) 804-8502

EIN #:

27 ###-###-####

Fiscal Year:

January 1 through December 31

	Entity	Publicly Traded on Est. Securities Market
		Yes	No
	OneMain Holdings, Inc.	☒	☐
	OneMain General Services Corporation	☐	☒
		☐	☐
		☐	☐
		☐	☐
		☐	☐
		☐	☐

Address:

601 Northwest 2nd Street, Evansville, Indiana 47708

(a)     ☒

Employees [complete (i), (ii) or (iii)]

(i)       ☒

Eligible Employees are selected by the Plan Sponsor or the Administrator.

(ii)      ☐

Eligible Employees are those employees of the Employer who satisfy the following criteria:

(iii)     ☐

Employees are not eligible to participate.

(b)      ☐

Directors [complete (i), (ii) or (iii)]

(i)       ☐

All Directors are eligible to participate.

(ii)      ☐

Only Directors selected by the Employer are eligible to participate.

(iii)    ☒

Directors are not eligible to participate.

(a)      ☒

Compensation is defined as including the following components:

Base Salary

Annual Cash Incentive earned with respect to performance periods beginning on or after January 1, 2022

(b)      ☐

Compensation as defined in [insert name of qualified plan] without regard to the limitation in Section 401(a)(17) of the Code for such Plan Year.

(c)      ☐

Director Compensation is defined as:

(d)      ☐

Compensation shall, for all Plan purposes, be limited to $               .

(e)      ☐

Not Applicable.

	Type	Will be treated as Performance Based Compensation
		Yes	No
	Annual Cash Incentive	☐	☒
		☐	☐
		☐	☐
		☐	☐
		☐	☐

(a)

Amount of Deferrals

(i)

Compensation other than Bonuses [do not complete if you complete (iii)]

		Type of Remuneration	Dollar Amount		% Amount		Increment
			Min	Max	Min	Max
		Base Salary	N/A	N/A	0%	80%	1%
					%	%	%

(ii)

Bonuses [do not complete if you complete (iii)]

		Type of Bonus	Dollar Amount		% Amount		Increment
			Min	Max	Min	Max
		Annual Cash Incentive	N/A	N/A	0%	100%	1%
					%	%	1%
					%	%	1%
					%	%	1%

(iii)

Compensation [do not complete if you completed (i) and (ii)]

	Dollar Amount		% Amount		Increment
	Min	Max	Min	Max
			%	%	%

(iv)

Director Compensation

		Type of Compensation	Dollar Amount		% Amount		Increment
			Min	Max	Min	Max
		Annual Retainer			%	%	%
		Meeting Fees Other:			%	%	%
		Other:			%	%	%
		Other:			%	%	%

(b)

Election Period

(i)

Performance Based Compensation

(ii)

Newly Eligible Participants

(c)

No Participant Contributions

(i)

Amount

(A)     ☐

[insert percentage]% of the Compensation the Participant has elected to defer for the Plan Year

(B)     ☐

An amount determined by the Employer in its sole discretion

(C)     ☐

Matching contributions for each Participant shall be limited to $      and/or [insert percentage]% of Compensation

(D)     ☐

Other:

(E)     ☐

Not Applicable [Proceed to Section 5.01(b)]

(ii)

Eligibility for matching contribution

(A)    ☐

Describe requirements:

(B)     ☐

Is selected by the Employer in its sole discretion to receive an allocation of matching contributions

(C)     ☐

No requirements

(iii)

Time of Allocation

(A)    ☐

As of the last day of the Plan Year

(B)    ☐

At such times as the Employer shall determine in its sole discretion

(C)    ☐

At the time the Compensation on account of which the matching contribution is being made would otherwise have been paid to the Participant

(D)    ☐

Other:

(i)

Amount

(A)    ☐

An amount equal to [insert percentage]% of the Participant’s Compensation

(B)    ☐

An amount determined by the Employer in its sole discretion

(C)    ☐

Contributions for each Participant shall be limited to $

(D)    ☐

Other:

(E)     ☐

Not Applicable [Proceed to Section 6.01]

(ii)

Eligibility for Other Contribution

(A)    ☐

Describe requirements:

(B)    ☐

Is selected by the Employer in its sole discretion to receive an allocation of other Employer contributions

(C)    ☐

No requirements

(iii)

Time of Allocation

(A)     ☐

As of the last day of the Plan Year

(B)     ☐

At such times or times as the Employer shall determine in its sole discretion

(C)     ☐

Other:

(a)

Timing of Distributions

(i)

All distributions shall commence in accordance with the following [choose one]:

(A)     ☐

As soon as administratively feasible following the distribution event but in no event later than the time prescribed by Treas. Reg. Sec. 1.409A-3(d).

(B)     ☒

For Separation from Service distributions only, monthly on specified day 1st of the month

(C)     ☒

For Specified Date elections only, distributions will be made annually on specified month and day March 1

(D)     ☐

Calendar quarter on specified month and day [insert month and day] Q[insert numerical quarter 1, 2, 3, or 4]

(ii)

The timing of distributions as determined in Section 6.01(a)(i) shall be modified by the adoption of:

(A)     ☒

Event Delay – Distribution events other than those based on Specified Date, Specified Age, or Death will be treated as not having occurred for six (6) months

(B)     ☐

Hold Until Next Year – Distribution events other than those based on Specified Date or Specified Age will be treated as not having occurred for twelve months from the date of the event if payment pursuant to Section 6.01(a)(i) will thereby occur in the next calendar year or on the first payment date in the next calendar year in all other cases

(C)     ☐

Immediate Processing – The timing method selected by the Plan Sponsor under Section 6.01(a)(i) shall be overridden for the following distribution events [insert events]:

(D)     ☐

Not applicable

(b)

Distribution Events

(i)

Participant Contributions under Section 4.01(a)

				Lump Sum	Installments
	(A)	☒	Specified Date	☒	2-10 years
	(B)	☐	Specified Age	☐	years
	(C)	☒	Separation from Service	☒	2-10 years
	(D)	☐	Separation from Service plus 6 months	☐	years
	(E)	☐	Separation from Service plus      months [not to exceed     months]	☐	years
	(F)	☐	Retirement	☐	years
	(G)	☐	Retirement plus 6 months	☐	years
	(H)	☐	Retirement plus     months	☐	years
	(I)	☐	Disability	☐	years
	(J)	☐	Death	☐	years
	(K)	☐	Change in Control	☐	years

(ii)

Employer Contributions under Section 5.01(a) and (b)

				Lump Sum	Installments
	(A)	☐	Specified Date	☐	years
	(B)	☐	Specified Age	☐	years
	(C)	☐	Separation from Service	☐	years
	(D)	☐	Separation from Service plus 6 months	☐	years
	(E)	☐	Separation from Service plus      months [not to exceed     months]	☐	years
	(F)	☐	Retirement	☐	years
	(G)	☐	Retirement plus 6 months	☐	years
	(H)	☐	Retirement plus     months	☐	years
	(I)	☐	Disability	☐	years
	(J)	☐	Death	☐	years
	(K)	☐	Change in Control	☐	years

(c)

Specified Date and Specified Age elections may not extend beyond age N/A.

(d)

Payment Election Override

	Events	Form of Payment
		Lump Sum	Installments
	☐    Separation from Service	☐
	☐    Separation from Service before Retirement	☐
	☒    Death	☒
	☒    Disability	☒
	☐    Not Applicable	☐

(e)

Involuntary Cashouts

(f)

Retirement

(g)

Distribution Election Change

(h)

Frequency of Elections

(i)

Disability

Totally disabled, as determined by the Social Security Administration, or as defined under Treas. Reg. § 1.409A-3(i)(4)(i), as determined by the Administrator; provided that, in each case, such determination complies with Section 409A of the Code

(a)

Matching Contributions

	☐	Years of Service	Vesting %
		0	%	[insert “100” if there is immediate vesting]
		1	%
		2	%
		3	%
		4	%
		5	%
		6	%
		7	%
		8	%
		9	%

(b)

Other Employer Contributions

	☐	Years of Service	Vesting %
		0	%	[insert “100” if there is immediate vesting]
		1	%
		2	%
		3	%
		4	%
		5	%
		6	%
		7	%
		8	%
		9	%

(c)

Acceleration of Vesting

(i)      ☐

Death.

(ii)     ☐

Disability.

(iii)    ☐

Change in Control.

(iv)    ☐

Eligibility for Retirement.

(v)     ☐

Other:

(vi)    ☒

Not applicable.

(d)

Years of Service

(i)

A Participant’s Years of Service shall include all service performed for the Employer and

(ii)

Years of Service shall also include service performed for the following entities:

(iii)

Years of Service shall be determined in accordance with [select one]:

(A)    ☐

The elapsed time method in Treas. Reg. Sec. 1.410(a)-7

(B)    ☐

The general method in DOL Reg. Sec. 2530.200b-1 through b-4

(C)    ☐

Participant’s Years of Service credited under:

[insert name of plan]

(D)    ☐

Other:

(iv)     ☒

Not applicable.

(a)

A withdrawal due to an Unforeseeable Emergency as defined in Section 2.24:

(b)

Upon a withdrawal due to an Unforeseeable Emergency, a Participant’s deferral election for the remainder of the Plan Year:

(a)     ☒

The Participant or his Beneficiary

(b)     ☐

The Employer

(a)     ☒

A change in the ownership of the Employer as described in Section 9.7(c) of the Plan.

(b)     ☒

A change in the effective control of the Employer as described in Section 9.7(d) of the Plan.

(c)     ☒

A change in the ownership of a substantial portion of the assets of the Employer as described in Section 9.7(e) of the Plan.

(d)     ☐

Not Applicable.

Plan Sponsor:
By:
Title:

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