Delaware
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1-36129
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27-3379612
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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OMF
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New York Stock Exchange
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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Item 9.01.
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Financial Statements and Exhibits.
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Exhibit
Number
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Exhibit Description
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OneMain Holdings, Inc. Nonqualified Deferred Compensation Plan
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OneMain Holdings, Inc. Nonqualified Deferred Compensation Plan Adoption Agreement
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ONEMAIN HOLDINGS, INC.
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By:
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/s/ Micah R. Conrad
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Name:
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Micah R. Conrad
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Title:
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Executive Vice President and Chief Financial Officer
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Preamble
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1
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Article 1 - General
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1-1
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1.1.
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Plan
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1-1
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1.2.
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Effective Dates
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1-1
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1.3.
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Amounts Not Subject to Code Section 409A
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1-1
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Article 2 - Definitions
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2-1
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2.1.
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Account
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2-1
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2.2.
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Administrator
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2-1
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2.3.
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Adoption Agreement
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2-1
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2.4.
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Beneficiary
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2-1
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2.5.
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Board or Board of Directors
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2-1
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2.6.
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Bonus
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2-1
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2.7.
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Change in Control
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2-1
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2.8.
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Code
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2-1
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2.9.
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Compensation
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2-1
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2.10.
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Director
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2-2
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2.11.
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Disability
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2-2
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2.12.
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Eligible Employee
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2-2
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2.13.
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Employer
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2-2
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2.14.
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ERISA
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2-2
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2.15.
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Identification Date
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2-2
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2.16.
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Key Employee
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2-2
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2.17.
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Participant
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2-2
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2.18.
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Plan
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2-2
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2.19.
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Plan Sponsor
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2-2
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2.20.
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Plan Year
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2-2
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2.21.
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Related Employer
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2-3
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2.22.
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Retirement
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2-3
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2.23.
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Separation from Service
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2-3
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2.24.
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Unforeseeable Emergency
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2-4
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2.25.
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Valuation Date
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2-4
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2.26.
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Years of Service
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2-4
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Article 3 - Participation
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3-1
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3.1.
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Participation
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3-1
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3.2.
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Termination of Participation
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3-1
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Article 4 - Participant Elections
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4-1
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4.1.
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Deferral Agreement
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4-1
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4.2.
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Amount of Deferral
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4-1
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4.3.
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Timing of Election to Defer
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4-1
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4.4.
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Election of Payment Schedule and Form of Payment
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4-2
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Article 5 - Employer Contributions
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5-1
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5.1.
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Matching Contributions
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5-1
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5.2.
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Other Contributions
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5-1
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Article 6 - Accounts and Credits
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6-1
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6.1.
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Establishment of Account
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6-1
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6.2.
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Credits to Account
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6-1
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Article 7 - Investment of Contributions
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7-1
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7.1.
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Investment Options
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7-1
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7.2.
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Adjustment of Accounts
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7-1
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Article 8 - Right to Benefits
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8-1
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8.1.
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Vesting
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8-1
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8.2.
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Death
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8-1
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8.3.
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Disability
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8-1
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Article 9 - Distribution of Benefits
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9-1
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9.1.
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Amount of Benefits
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9-1
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9.2.
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Method and Timing of Distributions
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9-1
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9.3.
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Unforeseeable Emergency
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9-1
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9.4.
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Payment Election Overrides
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9-2
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9.5.
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Cashouts of Amounts Not Exceeding Stated Limit
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9-2
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9.6.
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Required Delay in Payment to Key Employees
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9-2
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9.7.
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Change in Control
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9-3
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9.8.
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Permissible Delays in Payment
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9-6
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9.9.
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Permitted Acceleration of Payment
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9-7
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Article 10 - Amendment and Termination
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10-1
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10.1.
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Amendment by Plan Sponsor
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10-1
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10.2.
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Plan Termination Following Change in Control or Corporate Dissolution
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10-1
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10.3.
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Other Plan Terminations
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10-1
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Article 11 - The Trust
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11-1
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11.1.
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Establishment of Trust
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11-1
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11.2.
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Trust
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11-1
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11.3.
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Investment of Trust Funds
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11-1
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Article 12 - Plan Administration
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12-1
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12.1.
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Powers and Responsibilities of the Administrator
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12-1
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12.2.
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Claims and Review Procedures
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12-2
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12.3.
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Plan Administrative Costs
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12-3
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Article 13 - Miscellaneous
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13-1
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13.1.
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Unsecured General Creditor of the Employer
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13-1
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13.2.
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Employer’s Liability
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13-1
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13.3.
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Limitation of Rights
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13-1
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13.4.
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Anti-Assignment
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13-1
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13.5.
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Facility of Payment
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13-2
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13.6.
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Notices
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13-2
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13.7.
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Tax Withholding
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13-2
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13.8.
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Indemnification
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13-3
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13.9.
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Successors
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13-4
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13.10.
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Disclaimer
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13-4
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13.11.
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Governing Law
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13-4
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1.1.
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Plan
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1.2.
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Effective Dates
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(a) |
Original Effective Date. The Original
Effective Date is the date as of which the Plan was initially adopted.
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(b) |
Amendment Effective Date. The Amendment
Effective Date is the date specified in the Adoption Agreement as of which the Plan is amended and restated. Except as otherwise provided in the Adoption Agreement, all amounts deferred under the Plan prior to the Amendment Effective
Date shall be governed by the terms of the Plan as in effect on the day before the Amendment Effective Date.
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(c) |
Special Effective Date. A Special
Effective Date may apply to any given provision if so specified in Appendix A of the Adoption Agreement. A Special Effective Date will control over the Original Effective Date or Amendment Effective Date, whichever is applicable, with
respect to such provision of the Plan.
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1.3.
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Amounts Not Subject to Code Section 409A
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2.1.
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Account
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2.2.
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Administrator
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2.3.
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Adoption Agreement
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2.4.
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Beneficiary
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2.5.
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Board or Board of Directors
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2.6.
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Bonus
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2.7.
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Change in Control
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2.8.
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Code
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2.9.
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Compensation
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2.10.
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Director
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2.11.
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Disability
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2.12.
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Eligible Employee
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2.13.
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Employer
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2.14.
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ERISA
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2.15.
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Identification Date
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2.16.
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Key Employee
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2.17.
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Participant
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2.18.
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Plan
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2.19.
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Plan Sponsor
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2.20.
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Plan Year
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2.21.
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Related Employer
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2.22.
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Retirement
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2.23.
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Separation from Service
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2.24.
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Unforeseeable Emergency
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2.25.
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Valuation Date
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2.26.
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Years of Service
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3.1.
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Participation
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3.2.
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Termination of Participation
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4.1.
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Deferral Agreement
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4.2.
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Amount of Deferral
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4.3.
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Timing of Election to Defer
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4.4.
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Election of Payment Schedule and Form of Payment
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(a) |
If the Plan Sponsor has elected to permit annual distribution elections in accordance with Section 6.01(h) of the Adoption Agreement the following rules apply. At the time an Eligible Employee or Director completes a deferral agreement,
the Eligible Employee or Director must elect a distribution event (which includes a specified time) and a form of payment for the Compensation subject to the deferral agreement from among the options the Plan Sponsor has made available for
this purpose and which are specified in 6.01(b) of the Adoption Agreement. Prior to the time required by Treas. Reg. § 1.409A-2, the Eligible Employee or Director shall elect a distribution event (which includes a specified time) and a
form of payment for any Employer contributions that may be credited to the Participant’s Account during the Plan Year. If an Eligible Employee or Director fails to elect a distribution event, he or she shall be deemed to have elected
Separation from Service as the distribution event. If he or she fails to elect a form of payment, he or she shall be deemed to have elected a lump sum form of payment.
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(b) |
If the Plan Sponsor has elected not to permit annual distribution elections in accordance with Section 6.01(h) of the Adoption Agreement the following rules apply. At the time an Eligible Employee or Director first completes a deferral
agreement but in no event later than the time required by Treas. Reg. § 1.409A-2, the Eligible Employee or Director must elect a distribution event (which includes a specified time) and a form of payment for amounts credited to his or her
Account from among the options the Plan Sponsor has made available for this purpose and which are specified in Section 6.01(b) of the Adoption Agreement. If an Eligible Employee or Director fails to elect a distribution event, he or she
shall be deemed to have elected Separation from Service in the distribution event. If the Participant fails to elect a form of payment, he or she shall be deemed to have elected a lump sum form of payment.
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5.1.
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Matching Contributions
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5.2.
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Other Contributions
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6.1.
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Establishment of Account
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6.2.
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Credits to Account
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7.1.
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Investment Options
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7.2.
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Adjustment of Accounts
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8.1.
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Vesting
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8.2.
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Death
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8.3.
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Disability
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9.1.
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Amount of Benefits
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9.2.
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Method and Timing of Distributions
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9.3.
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Unforeseeable Emergency
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9.4.
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Payment Election Overrides
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9.5.
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Cashouts of Amounts Not Exceeding Stated Limit
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9.6.
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Required Delay in Payment to Key Employees
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(a) |
A Participant is treated as a Key Employee if: (i) he or she is employed by a Related Employer any of whose stock is publicly traded on an established securities market, and (ii) he or she satisfies the requirements of Code Section
416(i)(1)(A)(i), (ii) or (iii), determined without regard to Code Section 416(i)(5), at any time during the twelve month period ending on the Identification Date.
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(b) |
A Participant who is a Key Employee on an Identification Date shall be treated as a Key Employee for purposes of the six month delay in distributions for the twelve month period beginning on the first day of a month no later than the
fourth month following the Identification Date. The Identification Date and the effective date of the delay in distributions shall be determined in accordance with Section 1.06 of the Adoption Agreement.
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(c) |
The Plan Sponsor may elect to apply an alternative method to identify Participants who will be treated as Key Employees for purposes of the six month delay in distributions if the method satisfies each of the following requirements: (i)
is reasonably designed to include all Key Employees, (ii) is an objectively determinable standard providing no direct or indirect election to any Participant regarding its application, and (iii) results in either all Key Employees or no
more than 200 Key Employees being identified in the class as of any date. Use of an alternative method that satisfies the requirements of this Section 9.6(c) will not be treated as a change in the time and form of payment for purposes of
Treas. Reg. § 1.409A-2(b).
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(d) |
The six-month delay does not apply to payments described in Section 9.9(a), (b) or (d) or to payments that occur after the death of the Participant. If the payment of all or any portion of the Participant’s vested Account is being
delayed in accordance with this Section 9.6 at the time he or she incurs a Disability which would otherwise require a distribution under the terms of the Plan, no amount shall be paid until the expiration of the six month period of delay
required by this Section 9.6.
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9.7.
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Change in Control
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(a) |
Relevant Corporations. To constitute a
Change in Control for purposes of the Plan, the event must relate to: (i) the corporation for whom the Participant is performing services at the time of the Change in Control, (ii) the corporation that is liable for the payment of the
Participant’s benefits under the Plan (or all corporations liable if more than one corporation is liable) but only if either the deferred compensation is attributable to the performance of services by the Participant for such corporation
(or corporations) or there is a bona fide business purpose for such corporation (or corporations) to be liable for such payment and, in either case, no significant purpose of making such corporation (or corporations) liable for such
payment is the avoidance of federal income tax, or (iii) a corporation that is a majority shareholder of a corporation identified in (i) or (ii), or any corporation in a chain of corporations in which each corporation is a majority
shareholder of another corporation in the chain, ending in a corporation identified in (i) or (ii). A majority shareholder is defined as a shareholder owning more than fifty percent (50%) of the total fair market value and voting power
of such corporation.
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(b) |
Stock Ownership. Code Section 318(a)
applies for purposes of determining stock ownership. Stock underlying a vested option is considered owned by the individual who owns the vested option (and the stock underlying an unvested option is not considered owned by the individual
who holds the unvested option). If, however, a vested option is exercisable for stock that is not substantially vested (as defined by Treas. Reg. § 1.83-3(b) and (j)) the stock underlying the option is not treated as owned by the
individual who holds the option.
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(c) |
Change in the Ownership of a Corporation.
A change in the ownership of a corporation occurs on the date that any one person or more than one person acting as a group, acquires ownership of stock of the corporation that, together with stock held by such person or group,
constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of such corporation. If any one person or more than one person acting as a group is considered to own more than fifty percent
(50%) of the total fair market value or total voting power of the stock of a corporation, the acquisition of additional stock by the same person or persons is not considered to cause a change in the ownership of the corporation (or to
cause a change in the effective control of the corporation as discussed below in Section 9.7(d)). An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the
corporation acquires its stock in exchange for property will be treated as an acquisition of stock. Section 9.7(c) applies only when there is a transfer of stock of a corporation (or issuance of stock of a corporation) and stock in such
corporation remains outstanding after the transaction. For purposes of this Section 9.7(c), persons will not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time or as a
result of a public offering. Persons will, however, be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase, or acquisition of stock, or similar business transaction
with the corporation. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a
group with other shareholders in a corporation only with respect to ownership in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.
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(d) |
Change in the Effective Control of a Corporation. A change in the effective control of a corporation occurs on the date that either (i) any one person, or more than one person acting as a group, acquires (or has acquired during the twelve month period ending on the
date of the most recent acquisition by such person or persons) ownership of stock of the corporation possessing thirty percent (30%) or more of the total voting power of the stock of such corporation, or (ii) a majority of members of the
corporation’s Board of Directors is replaced during any twelve month period by Directors whose appointment or election is not endorsed by a majority of the members of the corporation’s Board of Directors prior to the date of the
appointment or election, provided that for purposes of this paragraph (ii), the term corporation refers solely to the relevant corporation identified in Section 9.7(a) for which no other corporation is a majority shareholder for purposes
of Section 9.7(a). In the absence of an event described in Section 9.7(d)(i) or (ii), a change in the effective control of a corporation will not have occurred. A change in effective control may also occur in any transaction in which
either of the two corporations involved in the transaction has a change in the ownership of such corporation as described in Section 9.7(c) or a change in the ownership of a substantial portion of the assets of such corporation as
described in Section 9.7(e). If any one person, or more than one person acting as a group, is considered to effectively control a corporation within the meaning of this Section 9.7(d), the acquisition of additional control of the
corporation by the same person or persons is not considered to cause a change in the effective control of the corporation or to cause a change in the ownership of the corporation within the meaning of Section 9.7(c). For purposes of this
Section 9.7(d), persons will or will not be considered to be acting as a group in accordance with rules similar to those set forth in Section 9.7(c) with the following exception. If a person, including an entity, owns stock in both
corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation only with respect to the
ownership in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.
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(e) |
Change in the Ownership of a Substantial Portion of a Corporation’s Assets. A change in the ownership of a substantial portion of a corporation’s assets occurs on the date that any one person, or more than one person acting as a group (as determined in accordance with rules
similar to those set forth in Section 9.7(d)), acquires (or has acquired during the twelve month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair
market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of the corporation immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means
the value of the assets of the corporation or the value of the assets being disposed of determined without regard to any liabilities associated with such assets. There is no Change in Control event under this Section 9.7(e) when there is
a transfer to an entity that is controlled by the shareholders of the transferring corporation immediately after the transfer. A transfer of assets by a corporation is not treated as a change in ownership of such assets if the assets are
transferred to (i) a shareholder of the corporation (immediately before the asset transfer) in exchange for or with respect to its stock, (ii) an entity, fifty percent (50%) or more of the total value or voting power of which is owned,
directly or indirectly, by the corporation, (iii) a person, or more than one person acting as a group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the
corporation, or (iv) an entity, at least fifty (50%) of the total value or voting power of which is owned, directly or indirectly, by a person described in Section 9.7(e)(iii). For purposes of the foregoing, and except as otherwise
provided, a person’s status is determined immediately after the transfer of assets.
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9.8.
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Permissible Delays in Payment
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(a) |
The Employer may delay payment if it reasonably anticipates that its deduction with respect to such payment would be limited or eliminated by the application of Code Section 162(m). Payment must be made during the Participant’s first
taxable year in which the Employer reasonably anticipates, or should reasonably anticipate, that if the payment is made during such year the deduction of such payment will not be barred by the application of Code Section 162(m) or during
the period beginning with the Participant’s Separation from Service and ending on the later of the last day of the Employer’s taxable year in which the Participant separates from service or the 15th day of the third month
following the Participant’s Separation from Service. If a scheduled payment to a Participant is delayed in accordance with this Section 9.8(a), all scheduled payments to the Participant that could be delayed in accordance with this Section
9.8(a) will also be delayed.
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(b) |
The Employer may also delay payment if it reasonably anticipates that the making of the payment will violate federal securities laws or other applicable laws provided payment is made at the earliest date on which the Employer reasonably
anticipates that the making of the payment will not cause such violation.
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(c) |
The Employer reserves the right to amend the Plan to provide for a delay in payment upon such other events and conditions as the Secretary of the Treasury may prescribe in generally applicable guidance published in the Internal Revenue
Bulletin.
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9.9.
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Permitted Acceleration of Payment
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(a) |
Domestic Relations Order. A payment may
be accelerated if such payment is made to an alternate payee pursuant to and following the receipt and qualification of a domestic relations order as defined in Code Section 414(p).
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(b) |
Compliance with Ethics Agreement and Legal Requirements. A payment may be accelerated as may be necessary to comply with ethics agreements with the Federal government or as may be reasonably necessary to avoid the violation of Federal, state, local or foreign ethics law or
conflicts of laws, in accordance with the requirements of Code Section 409A.
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(c) |
De Minimis Amounts. A payment may be
accelerated if (i) the amount of the payment is not greater than the applicable dollar amount under Code Section 402(g)(1)(B), (ii) at the time the payment is made the amount constitutes the Participant’s entire interest under the Plan
and all other plans that are aggregated with the Plan under Treas. Reg. § 1.409A-1(c)(2).
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(d) |
FICA Tax. A payment may be accelerated
to the extent required to pay the Federal Insurance Contributions Act tax imposed under Code Sections 3101, 3121(a) and 3121(v)(2) of the Code with respect to compensation deferred under the Plan (the “FICA Amount”). Additionally, a
payment may be accelerated to pay the income tax on wages imposed under Code Section 3401 of the Code on the FICA Amount and to pay the additional income tax at source on wages attributable to the pyramiding Code Section 3401 wages and
taxes. The total payment under this subsection (d) may not exceed the aggregate of the FICA Amount and the income tax withholding related to the FICA Amount.
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(e) |
Section 409A Additional Tax. A payment
may be accelerated if the Plan fails to meet the requirements of Code Section 409A; provided that such payment may not exceed the amount required to be included in income as a result of the failure to comply with the requirements of Code
Section 409A.
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(f) |
Offset. A payment may be accelerated in
the Employer’s discretion as satisfaction of a debt of the Participant to the Employer, where such debt is incurred in the ordinary course of the service relationship between the Participant and the Employer, the entire amount of the
reduction in any of the Employer’s taxable years does not exceed $5,000, and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.
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(g) |
Other Events. A payment may be
accelerated in the Administrator’s discretion in connection with such other events and conditions as permitted by Code Section 409A.
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10.1.
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Amendment by Plan Sponsor
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10.2.
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Plan Termination Following Change in
Control or Corporate Dissolution
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10.3.
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Other Plan Terminations
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11.1.
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Establishment of Trust
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11.2.
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Trust
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11.3.
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Investment of Trust Funds
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12.1.
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Powers and Responsibilities of the Administrator
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(a) |
To make and enforce such rules and procedures as it deems necessary or proper for the efficient administration of the Plan;
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(b) |
To interpret the Plan, its interpretation thereof to be final, except as provided in Section 12.2, on all persons claiming benefits under the Plan;
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(c) |
To decide all questions concerning the Plan and the eligibility of any person to participate in the Plan;
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(d) |
To administer the claims and review procedures specified in Section 12.2;
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(e) |
To compute the amount of benefits which will be payable to any Participant, former Participant or Beneficiary in accordance with the provisions of the Plan;
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(f) |
To determine the person or persons to whom such benefits will be paid;
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(g) |
To authorize the payment of benefits;
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(h) |
To make corrections and recover the overpayment of any benefits;
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(i) |
To comply with the reporting and disclosure requirements of Part 1 of Subtitle B of Title I of ERISA;
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(j) |
To appoint such agents, counsel, accountants, and consultants as may be required to assist in administering the Plan;
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|
(k) |
By written instrument, to allocate and delegate its responsibilities, including the formation of an Administrative Committee to administer the Plan.
|
12.2.
|
Claims and Review Procedures
|
|
(i) |
Any new or additional evidence considered, relied upon, or generated by the Administrator or other person making the decision; and
|
|
(ii) |
A new or addition rationale if the decision will be based on that rationale.
|
12.3.
|
Plan Administrative Costs
|
13.1.
|
Unsecured General Creditor of the Employer
|
13.2.
|
Employer’s Liability
|
13.3.
|
Limitation of Rights
|
13.4.
|
Anti-Assignment
|
13.5.
|
Facility of Payment
|
13.6.
|
Notices
|
13.7.
|
Tax Withholding
|
13.8.
|
Indemnification
|
|
(a) |
Each Indemnitee (as defined in Section 13.8(e)) shall be indemnified and held harmless by the Employer for all actions taken by him or her and for all failures to take action (regardless of the date of any such action or failure to take
action), to the fullest extent permitted by the law of the jurisdiction in which the Employer is incorporated, against all expense, liability, and loss (including, without limitation, attorneys’ fees, judgments, fines, taxes, penalties, and
amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding (as defined in subsection (e)). No indemnification pursuant to this Section shall be made, however, in any case
where (1) the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness or (2) there is a settlement to which the Employer does not consent.
|
|
(b) |
The right to indemnification provided in this Section shall include the right to have the expenses incurred by the Indemnitee in defending any Proceeding paid by the Employer in advance of the final disposition of the Proceeding, to the
fullest extent permitted by the law of the jurisdiction in which the Employer is incorporated; provided that, if such law requires, the payment of such expenses incurred by the Indemnitee in advance of the final disposition of a Proceeding
shall be made only on delivery to the Employer of an undertaking, by or on behalf of the Indemnitee, to repay all amounts so advanced without interest if it shall ultimately be determined that the Indemnitee is not entitled to be
indemnified under this Section or otherwise.
|
|
(c) |
Indemnification pursuant to this Section shall continue as to an Indemnitee who has ceased to be such and shall inure to the benefit of his or her heirs, executors, and administrators. The Employer agrees that the undertakings made in
this Section shall be binding on its successors or assigns and shall survive the termination, amendment, or restatement of the Plan.
|
|
(d) |
The foregoing right to indemnification shall be in addition to such other rights as the Indemnitee may enjoy as a matter of law or by reason of insurance coverage of any kind and is in addition to and not in lieu of any rights to
indemnification to which the Indemnitee may be entitled pursuant to the by-laws of the Employer.
|
|
(e) |
For the purposes of this Section, the following definitions shall apply:
|
|
(i) |
“Indemnitee” shall mean each person serving as an Administrator (or any other person who is an employee, Director, or officer of the Employer) who was or is a party to, or is threatened to be made a party to, or is otherwise involved in,
any Proceeding, by reason of the fact that he or she is or was performing administrative functions under the Plan.
|
|
(ii) |
“Proceeding” shall mean any threatened, pending, or completed action, suit, or proceeding (including, without limitation, an action, suit, or proceeding by or in the right of the Employer), whether civil, criminal, administrative,
investigative, or through arbitration.
|
13.9.
|
Successors
|
13.10.
|
Disclaimer
|
13.11.
|
Governing Law
|
13.12.
|
Forum for Legal Actions under the Plan
|
(a)
|
☒ |
adopts a new plan as of December 31, 2021
|
|
(b)
|
☐ |
amends and restates its existing plan as of [month, day, year] which is the Amendment Effective Date. Except as otherwise provided in Appendix A, all
amounts deferred under the Plan prior to the Amendment Effective Date shall be governed by the terms of the Plan as in effect on the day before the Amendment Effective Date.
|
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 #:
|
27-3379612
|
Fiscal Year:
|
January 1 through December 31
|
Entity
|
Publicly Traded on Est. Securities Market
|
||
Yes
|
No
|
||
OneMain Holdings, Inc.
|
☒ | ☐ | |
OneMain General Services Corporation
|
☐ |
☒
|
|
☐ | ☐ | ||
☐ | ☐ | ||
☐ | ☐ | ||
☐ | ☐ | ||
☐ | ☐ |
Name:
|
The OneMain Holdings, Inc. Chief Human Resources Officer; provided, however, that
with respect to any determinations or decisions under the Plan affecting any Section 16
officer or the Chief Human Resources Officer of the Plan Sponsor, the Administrator shall be the
Compensation Committee of the Board Of Directors of the Plan Sponsor.
|
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
|
☐ | ☒ | |
☐ | ☐ | ||
☐ | ☐ | ||
☐ | ☐ | ||
☐ | ☐ |
☐
|
Not Applicable.
|
|
(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
|
☐
|
Does
|
☒
|
Does Not
|
|
(ii) |
Newly Eligible Participants
|
☒
|
May
|
☐
|
May Not
|
|
(c) |
No Participant Contributions
|
☐
|
Participant contributions are not permitted under the Plan.
|
|
(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:
|
☒
|
Employer contributions are not permitted under the Plan.
|
|
(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
|
☐
|
Monthly
|
☐
|
Quarterly
|
☒
|
Annually
|
|
(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
|
☐
|
Monthly
|
☐
|
Quarterly
|
☐
|
Annually
|
|
(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
|
☒
|
If the Participant’s vested Account at the time of his Separation from Service does not exceed $50,000, distribution of the vested Account shall
automatically be made in the form of a single lump sum in accordance with Section 9.5 of the Plan.
|
☐
|
There are no involuntary cashouts.
|
|
(f) |
Retirement
|
☐
|
Retirement shall be defined as a Separation from Service that occurs on or after the Participant [insert description of requirements]:
|
☒
|
No special definition of Retirement applies.
|
|
(g) |
Distribution Election Change
|
☒
|
Shall
|
☐
|
Shall Not
|
|
(h) |
Frequency of Elections
|
☒
|
Has
|
☐
|
Has Not
|
|
(i) |
Disability
|
☐
|
Total disability as determined by the Social Security Administration or the Railroad Retirement Board.
|
☐
|
As determined by the Employer’s long term disability insurance policy.
|
☒
|
As follows [insert description of requirements]:
|
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
|
☐
|
Not applicable.
|
|
(a) |
Matching Contributions
|
☐ |
Years of Service
|
Vesting %
|
||
0
|
%
|
[insert “100” if there is immediate vesting]
|
||
1
|
%
|
|||
2
|
%
|
|||
3
|
%
|
|||
4
|
%
|
|||
5
|
%
|
|||
6
|
%
|
|||
7
|
%
|
|||
8
|
%
|
|||
9
|
%
|
☐
|
Other:
|
☐
|
Class year vesting applies:
|
☒
|
Not applicable.
|
|
(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
|
%
|
☐
|
Other:
|
☐
|
Class year vesting applies:
|
☒
|
Not applicable.
|
|
(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
|
☐
|
Shall
|
☐
|
Shall Not
|
|
(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:
|
☒
|
Will
|
☐
|
Will Not [if Unforeseeable Emergency withdrawals are not permitted, proceed to Section 9.01]
|
|
(b) |
Upon a withdrawal due to an Unforeseeable Emergency, a Participant’s deferral election for the remainder of the Plan Year:
|
☒
|
Will
|
☐
|
Will Not
|
|
(a) ☒ |
The Participant or his Beneficiary
|
|
(b) ☐ |
The Employer
|
☒
|
Does
|
☐
|
Does Not
|
☒
|
Reserves
|
☐
|
Does Not Reserves
|
☐
|
Shall
|
☒
|
Shall Not
|
|
(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:
|