GE Vernova Inc. (Form: S-8, Received: 04/03/2024 17:24:46)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on April 3, 2024.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GE Vernova Inc.

(Exact name of registrant as specified in its charter)


Delaware		92-2646542
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

58 Charles Street Cambridge, Massachusetts		02141
(Address of principal executive offices)		(Zip Code)

GE Vernova Inc. 2024 Long-Term Incentive Plan

GE Vernova Inc. Mirror 2022 Long-Term Incentive Plan

GE Vernova Inc. Mirror 2007 Long-Term Incentive Plan

GE Vernova Inc. Employee Stock Purchase Plan

GE Vernova Stock Savings Plan

(Full title of the plan)

Rachel Gonzalez, Esq.

58 Charles Street

Cambridge, Massachusetts 02141

617-674-7555

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Christodoulos Kaoutzanis, Esq.

John C. Kennedy, Esq.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019

212-373-3000 (Telephone)

212-757-3990 (Facsimile)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement is being filed to register shares of common stock of GE Vernova Inc. (the “Company”) that may be issued, offered or sold, as applicable, (i) under the GE Vernova Inc. 2024 Long-Term Incentive Plan (the “GEV 2024 LTIP”) to employees, officers, non-employee directors and other service providers of the Company or any of its affiliates pursuant to future grants of equity awards, (ii) under the GE Vernova Inc. Mirror 2022 Long-Term Incentive Plan and the GE Vernova Inc. Mirror 2007 Long-Term Incentive Plan (the “GEV Mirror LTIPs”) with respect to stock options or restricted stock unit awards (including any performance stock unit awards) denominated in shares of common stock of the Company received in the conversion of outstanding stock options and restricted stock unit awards (including any performance stock unit awards) of General Electric Company that are held immediately prior to the Spin-Off (as defined below) by employees of the Company or its subsidiaries, (iii) under the GE Vernova Inc. Employee Stock Purchase Plan (the “GEV 2024 ESPP”) to Eligible Employees of the Company and Designated Subsidiaries (as defined in the GEV 2024 ESPP) and (iv) under the GE Vernova Stock Savings Plan (the “GEV SSP”) to Eligible Employees of a Participating Company (as defined in the GEV SSP).

The “Spin-Off” refers to the transaction in which General Electric Company distributed to its stockholders all of the shares of common stock of the Company.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the GEV 2024 LTIP and the GEV Mirror LTIPs as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not being filed with the Securities and Exchange Commission (the “Commission”) but constitute, along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Form S-8, a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Item 2. Company Information and Employee Plan Annual Information.

The Company will furnish without charge to each person to whom the prospectus is delivered, upon the written or oral request of such person, a copy of any and all of the documents incorporated by reference in Item 3 of Part II of this Registration Statement, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is incorporated) and any other documents required to be delivered pursuant to Rule 428(b) under the Securities Act. Those documents are incorporated by reference in the Section 10(a) prospectus. Requests should be directed to the Secretary of the Company at the address and telephone number on the cover of this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed with the Commission by the Company are incorporated by reference in this Registration Statement:

1.	The Company’s effective Registration Statement on Form 10 (File No. 001-41966) initially filed with the Commission on February 15, 2024, as amended by Amendment No. 1 as filed with the Commission on March 5, 2024 (as so amended, the “Form 10”);

2.	The Company’s Current Report on Form 8-K filed on March 8, 2024;

3.	The Company’s Current Report on Form 8-K filed on April 2, 2024; and

4.	The description of the Company’s common stock included in the section titled “Description of Our Capital Stock” in the Company’s Information Statement filed as Exhibit 99.1 to the Form 10, including any amendment or report filed for the purpose of updating such description.

All documents filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the date of this Registration Statement (other than any such documents or portions thereof that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, unless otherwise indicated therein, including any exhibits included with such Items) and prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained or incorporated by reference herein or in any subsequently filed document which is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

Not Applicable.

Item 5. Interests of Named Experts and Counsel

Not Applicable.

Item 6. Indemnification of Directors and Officers

Delaware law authorizes corporations to limit or eliminate the personal liability of directors and officers to corporations and their stockholders for monetary damages for breaches of directors’ and officers’ fiduciary duties as directors or officers, as applicable, and the Company’s certificate of incorporation includes such an exculpation provision. The Company’s bylaws include provisions that indemnify, to the fullest extent allowable under the Delaware General Corporation Law (“DGCL”), the personal liability of directors or officers for monetary damages for actions taken as a director or officer of the Company, or for serving at the Company’s request as a director, officer, employee, or agent at another corporation or enterprise, as the case may be. The Company’s bylaws also provide that the Company must indemnify and advance expenses to the Company’s directors, officers, and employees, subject to the Company’s receipt of an undertaking from the indemnified party as may be required under the DGCL.

The limitation of liability and indemnification provisions included in the Company’s certificate of incorporation and bylaws, respectively, may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against the Company’s directors and officers, even though such an action, if successful, might otherwise benefit the Company and the Company’s stockholders. However, these provisions will not limit or eliminate the Company’s rights, or those of any stockholder, to seek non-monetary relief such as an injunction or rescission in the event of a breach of a director’s duty of care. The provisions will not alter the liability of directors under the federal securities laws. In addition, in a class action or direct suit, the Company may have to pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. There is currently no pending material litigation or proceeding against any of the Company’s directors, officers, or employees for which indemnification is sought.

Reference is made to Item 9 for the Company’s undertakings with respect to indemnification for liabilities arising under the Securities Act.

The Company currently maintains insurance policies which, within the limits and subject to the terms and conditions thereof, cover certain expenses and liabilities that may be incurred by directors and officers in connection with proceedings that may be brought against them as a result of an act or omission committed or suffered while acting as a director or officer of the Company.

The Company has entered into an indemnification agreement with each of the Company’s directors that provides, in general, that we will indemnify them to the fullest extent permitted by law in connection with their service to the Company or on the Company’s behalf.

Item 7. Exemption from Registration Claimed

Not Applicable.

Item 8. Exhibits


Exhibit No.		Exhibit Document

3.1		Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 2, 2024).

3.2		Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on April 2, 2024).

5.1*		Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.

10.1*		GE Vernova Inc. 2024 Long-Term Incentive Plan

10.2*		GE Vernova Inc. Mirror 2022 Long-Term Incentive Plan

10.3*		GE Vernova Inc. Mirror 2007 Long-Term Incentive Plan

10.4*		GE Vernova Inc. Employee Stock Purchase Plan

10.5*		GE Vernova Stock Savings Plan

23.1*		Consent of Deloitte & Touche LLP, independent registered public accounting firm.


Exhibit No.		Exhibit Document

23.2*		Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1 to this Registration Statement).

24.1*		Power of Attorney (included on signature pages of this Registration Statement).

107*		Filing Fee Table.

*	Filed herewith.

Item 9. Undertakings

The Company hereby undertakes:

(a)	(1) To file during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)

to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement;

(iii)

to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that, paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement;

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.

(b)

The Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, GE Vernova Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Cambridge, state of Massachusetts, on April 3, 2024.


GE VERNOVA INC.

By:		/s/ Rachel Gonzalez
		Name: Rachel Gonzalez
		Title: General Counsel

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints each of Rachel Gonzalez and Richmond Glasgow, acting singly, his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to (i) act on, sign and file with the Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment and (iv) take any and all actions which may be necessary or appropriate in connection therewith, granting unto such agents, proxies and attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he or she might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed on April 3, 2024, by the following persons in the capacities indicated.


Signature		Title

/s/ Scott Strazik		Chief Executive Officer and Director (Principal Executive Officer)
Scott Strazik

/s/ Kenneth Parks		Chief Financial Officer (Principal Financial Officer)
Kenneth Parks

/s/ Matthew Potvin		Chief Accounting Officer (Principal Accounting Officer)
Matthew Potvin

/s/ Nicholas K. Akins		Director
Nicholas Akins

/s/ Stephen F. Angel		Director
Stephen Angel

/s/ Arnold W. Donald		Director
Arnold Donald

/s/ Matthew Harris		Director
Matthew Harris

/s/ Jesus Malave		Director
Jesus Malave

/s/ Paula Rosput Reynolds		Director
Paula Rosput Reynolds

/s/ Kim K. W. Rucker		Director
Kim Rucker

Exhibit 5.1

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

April 3, 2024

GE Vernova Inc.

58 Charles Street

Cambridge, MA 02141

Re: GE Vernova Inc. 2024 Long-Term Incentive Plan

GE Vernova Inc. Mirror 2022 Long-Term Incentive Plan

GE Vernova Inc. Mirror 2007 Long-Term Incentive Plan

GE Vernova Inc. Employee Stock Purchase Plan

GE Vernova Stock Savings Plan

Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as special counsel to GE Vernova Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) of the Company, filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder (the “Rules”). You have asked us to furnish our opinion as to the legality of the securities being registered under the Registration Statement. The Registration Statement relates to the registration under the Act of 41,524,304 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share, issuable in respect of awards to be granted under the GE Vernova Inc. 2024 Long-Term Incentive Plan, the GE Vernova Inc. Mirror 2022 Long-Term Incentive Plan, the GE Vernova Inc. Mirror 2007 Long-Term Incentive Plan, GE Vernova Inc. Employee Stock Purchase Plan and the GE Vernova Stock Savings Plan (collectively, the “Plans”). The Company, which was a limited liability company named GE Vernova LLC, converted to a corporation and was renamed GE Vernova Inc. on April 1, 2024 (the “Conversion”).

LOGO


GE Vernova Inc.		2

In connection with the furnishing of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):

1. the Registration Statement; and

2. the Plans, included as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 to the Registration Statement, and the forms of award agreements (collectively, the “Agreements”) relating to awards to be granted under the Plans.

In addition, we have examined (i) such limited liability company records of GE Vernova LLC that we have considered appropriate, including a copy of the certificate of formation and limited liability company agreement of GE Vernova LLC, certified by the Company as in effect immediately prior to the Conversion, copies of resolutions of the board of managers of GE Vernova LLC relating to the issuance of the Shares, certified by the Company, (ii) such corporate records of the Company that we have considered appropriate, including a copy of the certificate of conversion effectuating the Conversion, the certificate of incorporation and the bylaws of the Company, certified by the Company as in effect on the date of this letter and (iii) such other certificates, agreements and documents that we deemed relevant and necessary as a basis for the opinion expressed below. We have also relied upon the factual matters contained in the representations and warranties of the Company made in the Documents and upon certificates of public officials and the officers of the Company.

LOGO


GE Vernova Inc.		3

In our examination of the documents referred to above, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents, the authenticity of all the latter documents and that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that we have examined are accurate and complete.

Based upon the above, and subject to the stated assumptions, exceptions and qualifications, we are of the opinion that the Shares have been duly authorized by all necessary corporate action on the part of the Company and, when issued and delivered in accordance with the terms of each applicable Plan and any applicable Agreement under such Plans, the Shares will be validly issued, fully paid and non-assessable.

The opinion expressed above is limited to the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act. Our opinion is rendered only with respect to the laws, and the rules, regulations and orders under those laws, that are currently in effect.

We hereby consent to use of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required by the Act or the Rules.


		Very truly yours,

		/s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP

		PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP

Exhibit 10.1

GE VERNOVA INC. 2024 LONG-TERM INCENTIVE PLAN

Section I. Purpose

The purpose of this GE Vernova Inc. 2024 Long-Term Incentive Plan is to attract, retain and motivate employees, officers, non-employee directors and other service providers of GE Vernova Inc. (the “Company”). Stock- and performance-based compensation provided under this Plan is designed to align such individuals’ interests and efforts with those of the Company’s shareholders.

Section II. Definitions

As used in the Plan, the following terms shall have the meanings set forth below:

(a)	“Act” means the Securities Exchange Act of 1934.

(b)	“Affiliate” means any company or business entity (i) under the direct or indirect control of the Company or (ii) otherwise determined by the Committee to be an Affiliate for purposes of this Plan.

(c)	“Award” means an Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Award or Other Stock-Based Award, or any combination of these, granted to a Participant pursuant to the provisions of the Plan.

(d)

“Award Agreement” means a written or electronic agreement or other instrument implementing the grant of each Award. An Award Agreement may be in the form of an agreement to be executed by the Participant (or both the Participant and an authorized representative of the Company), or in the form of certificates, notices or similar instruments as approved by the Committee and designated as such.

(e)	“Board” means the Board of Directors of the Company.

(f)	“Cause” has the meaning set forth in the Participant’s Award Agreement.

(g)	“Change in Control” has the meaning set forth in the Participant’s Award Agreement.

(h)

“Change in Control Price” means the amount determined by the Committee in its sole discretion based on the following clauses, whichever the Committee determines is applicable, as follows: (i) the price per share offered to holders of Common Stock in any merger or consolidation, tender offer or exchange offer whereby a Change in Control takes place (ii) the per share Fair Market Value of the Common Stock immediately before the Change in Control, without regard to assets sold in the Change in Control and assuming the Company has received the consideration paid therefor, or (iii) the value per share of the Common Stock that may otherwise be obtained with respect to such Awards or to which such Awards track, as determined by the Committee as of the date of cancellation and surrender of such Awards. In the event that the consideration offered to shareholders of the Company in a Change in Control consists of anything other than cash, the Committee shall determine in its sole discretion the fair cash equivalent of such non-cash consideration.

(i)	“Code” means the Internal Revenue Code of 1986, as amended.

(j)	“Committee” means the Compensation Committee of the Board (or its successor), or such other committee as designated by the Board to administer the Plan.

(k)	“Common Stock” means the common stock of the Company, $0.01 par value per share, or such other class or kind of shares or other securities as may be applicable under Section XV.

(l)	“Company” means GE Vernova Inc. (a Delaware corporation) and, except as utilized in the definition of Change in Control, any successor corporation.

(m)

“Disability” means, except as otherwise provided in an Award Agreement, the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. A determination of Disability shall be made by the Committee on the basis of such medical evidence as the Committee deems warranted under the circumstances, and in this respect, Participants shall submit to an examination by a physician upon request by the Committee.

(n)	“Dividend Equivalent” means an amount payable in cash or Common Stock, as determined by the Committee, equal to the dividends that would have been paid to the Participant if the share of Common Stock with respect to which the Dividend Equivalent relates had been owned by the Participant.

(o)

“Eligible Person” means any employee, officer, non-employee director or other service provider of the Company or any of its Affiliates; provided, however, that Incentive Stock Options may only be granted to employees of the Company or any of its “subsidiary corporations” within the meaning of Section 424 of the Code.

(p)	“FASB ASC Topic 718” means the Financial Accounting Standards Board Accounting Standards Codification Topic 718 or any successor accounting standard.

(q)

“Fair Market Value” means as of any date, (i) the closing sales price of a share of Common Stock as quoted on the New York Stock Exchange or such other source as the Committee deems reliable (or, if no sale of Common Stock is reported for such date, on the next preceding date on which any sale is reported), or (ii) in the absence of an established market for the Common Stock, the value determined in good faith by the Committee by the reasonable application of a reasonable valuation method, taking into account factors consistent with Treasury Department regulation 1.409A-1(b)(5)(iv)(B) as the Committee deems appropriate.

(r)	“Good Reason” has the meaning, if any, set forth in the Participant’s Award Agreement.

(s)	“Incentive Stock Option” means an Option that is intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code.

(t)	“Minimum Vesting Condition” means with respect to any Award, a condition that full vesting of (or lapsing of restrictions on) such Award does not occur until at least the first (1st) anniversary of the grant date.

(u)	“Mirror Plans” means (i) the GE Vernova Inc. Mirror 2022 Long-Term Incentive Plan, (ii) the GE Vernova Inc. Mirror 2007 Long-Term Incentive Plan and (iii) the GE Vernova Inc. Mirror 1990 Long-Term Incentive Plan.

(v)	“Nonqualified Stock Option” means an Option that is not intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code.

(w)

“Option” means a right to purchase a number of shares of Common Stock at such exercise price, at such times and on such other terms and conditions as are specified in or determined pursuant to an Award Agreement. Options granted pursuant to the Plan may be Incentive Stock Options or Nonqualified Stock Options.

(x)	“Other Stock-Based Award” means an Award granted to an Eligible Person as described in Section XI.

(y)	“Participant” means any Eligible Person to whom Awards have been granted by the Committee and, if applicable, the authorized transferee of such individual.

(z)	“Performance Award” means an Award described in Section XII pursuant to which a Participant may become entitled to receive an amount based on satisfaction of such performance criteria established for such performance period as specified in the Award Agreement.

(aa)

“Person” shall have the meaning given in Section 3(a)(9) of the Act, as modified and used in Sections 14(d) and 15(d) thereof, except that such term shall not include (i) the Company or any Affiliate, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Affiliate, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities or (iv) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company.

(bb)	“Plan” means this GE Vernova Inc. 2024 Long-Term Incentive Plan.

(cc)	“Restricted Stock” means an Award or issuance of Common Stock the vesting and/or transferability of which is subject during specified periods of time to such terms and conditions (including continued employment or engagement or performance conditions) as the Committee determines.

(dd)

“Restricted Stock Unit” means an Award denominated in units of Common Stock under which the issuance of shares of Common Stock (or cash payment in lieu thereof) is subject to such terms and conditions (including continued employment or engagement or performance conditions) as the Committee determines.

(ee)

“Retirement” means, except as otherwise provided in an Award Agreement, attainment of age 60 and completion of five years of continuous employment. Continuous employment for the Plan means continuous employment with the Company, an Affiliate and General Electric Company or any of its affiliates that ended on the date of the Company’s spinoff from General Electric Company. If retirement at an earlier age than 60 is mandatory under applicable law, retirement shall mean the mandatory retirement date and completion of five years of continuous employment.

(ff)	“Separation from Service” or “Separates from Service” means a Termination of Employment or other cessation of service that constitutes a “separation from service” within the meaning of Section 409A of the Code.

(gg)	“Spin-Off” means the spin-off of the Company by General Electric Company.

(hh)

“Stock Appreciation Right” or “SAR” means a right that entitles the Participant to receive, in cash or Common Stock or a combination thereof, as determined by the Committee, value equal to the excess of (i) the Fair Market Value of a specified number of shares of Common Stock at the time of exercise over (ii) the exercise price of the right, as established by the Committee on the date of grant.

(ii)

“Substitute Awards” means Awards granted or Common Stock issued by the Company in assumption of, or in substitution or exchange for, awards previously granted (or the right or obligation to make future awards) by a company acquired by the Company or any Affiliate or with which the Company or any Affiliate combines.

(jj)

service/employment with respect to Awards granted to a Participant while he or she served as a member of the Board or other service provider to the Company or an Affiliate. The Committee shall determine whether any corporate transaction, such as a sale or spin-off of a division or Affiliate that employs or engages a Participant, shall be deemed to result in a Termination of Employment with the Company or an Affiliate for purposes of any affected Participant’s Awards, and the Committee’s decision shall be final and binding. With respect to any Award that is subject to Section 409A of the Code, a Termination of Employment shall not be deemed to occur until such Participant’s Separation from Service.

Section III. Eligibility

Any Eligible Person is eligible for selection by the Committee to receive an Award.

Section IV. Effective Date and Termination of Plan

This Plan shall become effective on the date on which the Spin-Off occurs (the “Effective Date”). The Plan shall remain available for the grant of Awards until the 10th anniversary of the Effective Date; provided, however, that no Incentive Stock Option may be granted under this Plan after the 10th anniversary of the Effective Date. Notwithstanding the foregoing, the Plan may be terminated at such earlier time as the Board may determine. Termination of the Plan will not affect the rights and obligations of the Participants and the Company arising under Awards granted prior to such termination.

Section V. Shares Subject to the Plan and to Awards

(a)

Aggregate Limits. The aggregate number of shares of Common Stock issuable under the Plan shall be equal to 9% of the outstanding shares of Common Stock on a fully diluted basis as of the Distribution Date. The aggregate number of shares of Common Stock available for grant under this Plan and the number of shares of Common Stock subject to Awards outstanding at the time of any event described in Section XV shall be subject to adjustment as provided in Section XV. The shares of Common Stock issued under this Plan may be shares that are authorized and unissued or shares that were reacquired by the Company, including shares purchased in the open market or in private transactions.

(b)

Issuance of Shares. For purposes of Section V(a), the aggregate number of shares of Common Stock issued under this Plan at any time shall equal only the number of shares of Common Stock actually issued upon exercise or settlement of an Award and each share issued pursuant to an Award shall be counted against the limit in Section V(a) as one share. The aggregate number of shares available for issuance under this Plan at any time shall not be reduced by (i) shares subject to Awards that have been canceled, terminated, expired unexercised, forfeited or settled in cash or (ii) shares subject to Awards that have been retained or withheld by the Company in payment or satisfaction of the exercise price, purchase price or tax withholding obligation of an Award (including shares that were subject to an Award but were not issued or delivered as a result of the net settlement or net exercise of such Award); provided, however, that shares repurchased on the open market with the proceeds of an Option exercise shall not be available for issuance under this Plan.

(c)

Mirror Plan Awards. Shares of Common Stock subject to awards granted under the Mirror Plans that are canceled, terminated, expire unexercised, forfeited or settled in cash following the Effective Date shall become available for issuance under this Plan on a one-for-one basis; provided, however, that shares of Common Stock subject to awards granted under the Mirror Plans that have been retained or withheld by the Company in payment or satisfaction of the exercise price, purchase price or tax withholding obligation of such awards shall not become available for issuance under this Plan.

(d)

Substitute Awards. Substitute Awards shall not reduce the shares of Common Stock authorized for issuance under the Plan. Additionally, in the event that a company acquired by the Company or any Affiliate, or with which the Company or any Affiliate combines, has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the shares of Common Stock authorized for issuance under the Plan; provided that Awards using such available shares (i) shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, (ii) shall only be made to individuals who were not employees or service providers of the Company or its Affiliates at the time of such acquisition or combination, and (iii) shall comply with the requirements of any stock exchange, market or quotation system on which the Common Stock is traded, listed or quoted.

(e)

Incentive Stock Option Limits. The aggregate number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options granted under this Plan shall be equal to the aggregate share limit described in Section V(a), which number shall be calculated and adjusted pursuant to Section XV only to the extent that such calculation or adjustment will not affect the status of any Option intended to qualify as an Incentive Stock Option under Section 422 of the Code.

(f)

Limits on Non-Employee Director Compensation. The aggregate dollar value of equity-based and cash compensation granted under this Plan or otherwise (excluding awards granted under the Mirror Plans) to any non-employee director (determined at the grant date and, for equity-based Awards, in accordance with FASB ASC Topic 718) shall not exceed $750,000 (U.S. dollars) during any calendar year.

Section VI. Administration of the Plan

(a)

Administrator of the Plan. The Plan shall be administered by the Committee. To the maximum extent permissible under applicable law, the Committee (or any successor) may by resolution delegate any or all of its authority to one or more subcommittees composed of one or more directors or officers of the Company (with the power to re-delegate such authority), and any such subcommittee (or its delegate) shall be treated as the Committee for all purposes under this Plan; provided, however, that no Award may be granted to an Eligible Person who is then subject to Section 16 of the Act in respect of the Company by any such subcommittee unless such subcommittee is composed solely of two or more “non-employee directors” within the meaning of Rule 16b-3(b)(3) promulgated under the Act. The Committee may designate and delegate to one or more officers or employees of the Company or any Affiliate, and/or one or more agents, authority to assist the Committee in any or all aspects of the day-to-day administration of the Plan and/or of Awards granted under the Plan.

(b)	Powers of Committee. Subject to the express provisions of this Plan, the Committee shall be authorized and empowered to do all things that it determines to be necessary or appropriate in connection with the administration of this Plan, including:

(i)

to prescribe, amend and rescind rules and regulations relating to this Plan and to define terms not otherwise defined herein;

(ii)

to determine the Eligible Persons to which Awards shall be granted, if any, hereunder and the timing of any such Awards;

(iii)

to prescribe and amend the terms of the Award Agreements, to grant Awards and to determine the terms and conditions thereof;

(iv)

to establish and verify the extent of satisfaction of any performance goals or other conditions applicable to the grant, issuance, vesting, exercise or settlement of any Award;

(v)

to prescribe and amend the terms or form of any document or notice required to be delivered to the Company or the applicable Affiliate by Participants under this Plan;

(vi)

to determine the extent to which adjustments are required pursuant to Section XV;

(vii)

to interpret and construe this Plan, any rules and regulations under this Plan and the terms and conditions of any Award granted hereunder, and to make exceptions to any such provisions if the Committee, in good faith, determines that it is appropriate to do so;

(viii)

to approve corrections in the documentation or administration of any Award; and

(ix)

to make all other determinations it deems necessary or advisable for the administration of this Plan.

The Committee may, in its sole and absolute discretion, without amendment to the Plan but subject to the limitations otherwise set forth in Section XIX: (i) waive or amend the operation of Plan provisions respecting vesting, exercise or settlement in connection with a Termination of Employment or Separation from Service, and/or (ii) waive, settle or adjust any of the terms of any Award so as to avoid unanticipated consequences or address unanticipated events (including any temporary closure of an applicable stock exchange, disruption of communications or natural catastrophe).

(c)

Determinations by the Committee. All decisions, determinations and interpretations by the Committee regarding the Plan, any rules and regulations under the Plan and the terms and conditions of (or operation of) any Award granted hereunder, shall be final and binding on all Participants, beneficiaries, heirs, assigns or other persons holding or claiming rights under the Plan or any Award. The Committee shall consider such factors as it deems relevant, in its sole and absolute discretion, to making such decisions, determinations and interpretations, including the recommendations or advice of any officer or other employee of the Company and such attorneys, consultants and accountants as it may select.

(d)

Indemnification. Subject to requirements of applicable law, each individual who is or shall have been a member of the Board, the Committee or an officer or manager of the Company to whom authority was delegated in accordance with Section VI shall be indemnified and held harmless by the Company against and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under this Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit or proceeding against him or her; provided, that he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf, unless such loss, cost, liability or expense is a result of his or her own willful misconduct or except as expressly provided by statute. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such individuals may be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

Section VII. Plan Awards

(a)

Terms Set Forth in Award Agreement. Awards may be granted to Eligible Persons as determined by the Committee at any time, and from time to time, prior to the termination of the Plan. Receipt of an Award does not obligate the Committee to provide future Awards to an Eligible Person. The terms and conditions of each Award shall be set forth in an Award Agreement that includes (other than for Restricted Stock) the time or times at or within which the shares of Common Stock or cash, as applicable, may be acquired from the Company and the consideration, if any, that must be paid. Such Award Agreement may contain, incorporate or reference such applicable terms and conditions described in this Plan and/or such other terms and conditions determined by the Committee consistent with its authority under this Plan. The terms of Awards may vary among Participants, and the Plan does not impose upon the Committee any requirement to make Awards subject to uniform terms or interpretations. Accordingly, individual Award Agreements may vary.

(b)

Termination of Employment. Subject to the express provisions of the Plan, the Committee shall specify before, at, or after the time of grant of an Award the provisions governing the effect(s) upon an Award of a Participant’s Termination of Employment or Separation from Service. Notwithstanding the foregoing, the Committee or its delegatee, in its sole discretion, may determine to accelerate the vesting of or waive any applicable forfeiture conditions in respect of an Award upon a Participant’s Termination of Employment or Separation from Service.

(c)

Retirement Eligibility. Unless otherwise provided in an Award Agreement, if a Participant meets the requirements for Retirement prior to the final vesting date set forth in the Participant’s Award Agreement, then any unvested Awards shall vest as of the later of the first anniversary of the grant date of such Award or the date on which such requirements for Retirement are first met.

(d)

Minimum Vesting Condition. Subject to Section XV, Awards shall be subject to the Minimum Vesting Condition; provided, however, that the Committee may, in its sole discretion (i) accelerate the vesting of Awards or otherwise lapse or waive the Minimum Vesting Condition upon (A) the Participant’s death or Disability, (B) other termination of employment, or (C) a Change in Control (subject to the requirements of Section XV), (ii) grant Awards that are not subject to the Minimum Vesting Condition with respect to 5% or less of the aggregate number of shares of Common Stock issued under this Plan (as set forth in Section V(a), as may be adjusted pursuant to Section V) and (iii) subject to Section V(f), grant Awards to non-employee directors that are not subject to the Minimum Vesting Condition.

(e)	Acceleration. The Committee may at any time provide that any Award will become immediately vested and fully or partially exercisable, free of some or all restrictions or conditions, or otherwise fully or partially realizable.

(f)

Rights of a Shareholder. Except as otherwise set forth in the applicable Award Agreement, a Participant shall have no rights as a shareholder (including voting rights) with respect to shares of Common Stock covered by an Award, other than Restricted Stock, until the date the Participant becomes the holder of record of such shares of Common Stock. No adjustment shall be made for dividends or other rights for which the record date is prior to such date, except as provided in Sections X(b), XI(b), XII or XV of this Plan or as otherwise provided by the Committee.

(g)

Fractional Shares. The Committee, in its sole discretion, shall determine whether fractional shares of Common Stock may be issued pursuant to an Award or in settlement thereof and shall determine whether cash, other Awards or other property shall be issued or paid in lieu of such fractional shares. In addition, the Committee shall determine whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.

Section VIII. Options

(a)

Grant, Term and Price. The grant, issuance, vesting, exercise or settlement of any Option shall occur at such time and be subject to such terms and conditions as determined by the Committee or under criteria established by the Committee, which may include conditions based on continued employment or engagement, passage of time, attainment of age and/or service requirements, and/or satisfaction of performance conditions. The term of an Option shall in no event be greater than 10 years, except that the term of an Option (other than an Incentive Stock Option) shall be automatically extended if the Participant holding such Option is prohibited by law or the Company’s insider trading policy from exercising the Option at the time of its scheduled expiration, in which case the Option shall expire on the 30th day following the date such prohibition no longer applies. The Committee will establish the price at which Common Stock may be purchased upon exercise of an Option, which may not be less than the Fair Market Value of such shares on the date of grant unless (i) such Option is granted as a Substitute Award and (ii) such exercise price is based on a formula set forth in the terms of the original option agreement or the applicable merger or acquisition agreement that satisfies the requirements of Section 424(a) of the Code if such options are Incentive Stock Options and Section 409A of the Code if such options are Nonqualified Stock Options. The exercise price of any Option may be paid by such methods as determined by the Committee, in its sole discretion, including by cash in U.S. dollars, by an irrevocable commitment to use the proceeds from a sale of shares of Common Stock issuable under an Option, by delivery of previously owned shares of Common Stock or by withholding of shares of Common Stock otherwise deliverable upon exercise.

(b)

No Repricing without Shareholder Approval. Other than in connection with a change in the Company’s capitalization (as described in Section XV), the Committee shall not, without shareholder approval: (i) reduce the exercise price of a previously awarded Option, (ii) at any time when the exercise price of a previously awarded Option is above the Fair Market Value of a share of Common Stock, cancel and re-grant or exchange such Option for cash or a new Award with a lower (or no) exercise price, or (iii) any other action that is treated as a repricing under generally accepted accounting principles.

(c)	No Reload Grants. Options shall not be granted under the Plan in consideration for, and shall not be conditioned upon the delivery of, shares of Common Stock to the Company in payment of the exercise price and/or tax withholding obligation under any other employee stock option.

(d)

Incentive Stock Options. Notwithstanding anything to the contrary in this Section VIII, in the case of the grant of an Incentive Stock Option, if the Participant owns stock possessing more than 10% of the combined voting power of all classes of stock of the Company, the exercise price of such Option must be at least 110% of the Fair Market Value of the shares of Common Stock on the date of grant and the Option must expire within a period of not more than five years from the date of grant. Further notwithstanding anything to the contrary in this Section VIII, Options designated as Incentive Stock Options shall not be eligible for treatment under the Code as Incentive Stock Options (and will be deemed Nonqualified Stock Options) to the extent that either (i) the aggregate Fair Market Value of shares of Common Stock (determined as of the time of grant) with respect to which such Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any of its “subsidiary corporations” within the meaning of Section 424 of the Code) exceeds $100,000, taking Options into account in the order in which they were granted, or (ii) such Options otherwise remain exercisable but are not exercised within three months (or such other period of time provided in Section 422 of the Code) of separation of service (as determined in accordance with Section 3401(c) of the Code).

(e)

No Shareholder Rights. Participants shall have no (i) voting rights or (ii) rights to receive dividends or Dividend Equivalents in respect of an Option or any shares of Common Stock subject to an Option unless such rights are set forth in the applicable Award Agreement, in each case of clause (i) and (ii), until the Participant has become the holder of record of such shares.

Section IX. Stock Appreciation Rights

(a)

General Terms. The grant, issuance, vesting, exercise or settlement of any Stock Appreciation Right shall occur at such time and be subject to such terms and conditions as determined by the Committee or under criteria established by the Committee, which may include conditions based on continued employment or engagement, passage of time, attainment of age and/or service requirements, and/or satisfaction of performance conditions. The term of a Stock Appreciation Right shall in no event be greater than 10 years, except that the term of a Stock Appreciation Right shall be automatically extended if the Participant holding such Stock Appreciation Right is prohibited by law or the Company’s insider trading policy from exercising the Stock Appreciation Right at the time of its scheduled expiration, in which case the Stock Appreciation Right shall expire on the 30th day following the date such prohibition no longer applies. Stock Appreciation Rights may be granted to Participants from time to time either in tandem with or as a component of Options granted under the Plan (“tandem SARs”) or not in conjunction with other Awards (“freestanding SARs”). Upon exercise of a tandem SAR as to some or all of the shares covered by the grant, the related Option shall be canceled automatically to the extent of the number of shares covered by such exercise. Conversely, if the related Option is exercised as to some or all of the shares covered by the grant, the related tandem SAR shall be canceled automatically to the extent of the number of shares covered by such exercise. Any Stock Appreciation Right granted in tandem with an Option may be granted at the same time such Option is granted or at any time thereafter before exercise or expiration of such Option, provided that the Fair Market Value of Common Stock on the date of the SAR’s grant is not greater than the exercise price of the related Option. All freestanding SARs shall be granted subject to the same terms and conditions applicable to Options as set forth in Section VIII and all tandem SARs shall have the same exercise price as the Option to which they relate. Subject to the provisions of Section VIII and the immediately preceding sentence, the Committee may impose such other conditions or restrictions on any Stock Appreciation Right as it shall deem appropriate. Stock Appreciation Rights may be settled in Common Stock, cash, Restricted Stock or a combination thereof, as determined by the Committee and set forth in the applicable Award Agreement.

(b)

No Repricing without Shareholder Approval. Other than in connection with a change in the Company’s capitalization (as described in Section XV), the Committee shall not, without shareholder approval, reduce the exercise price of a previously awarded Stock Appreciation Right, and at any time when the exercise price of a previously awarded Stock Appreciation Right is above the Fair Market Value of a share of Common Stock, the Committee shall not, without shareholder approval, cancel and re-grant or exchange such Stock Appreciation Right for cash or a new Award with a lower (or no) exercise price.

(c)

No Shareholder Rights. Participants shall have no (i) voting rights or (ii) rights to receive dividends or Dividend Equivalents in respect of a Stock Appreciation Right or any shares of Common Stock subject to a Stock Appreciation Right unless such rights are set forth in the applicable Award Agreement, in each case of clause (i) and (ii), until the Participant has become the holder of record of such shares.

Section X. Restricted Stock and Restricted Stock Units

(a)

Vesting and Performance Criteria. The grant, issuance, vesting or settlement of any Restricted Stock or Restricted Stock Units shall occur at such time and be subject to such terms and conditions as determined by the Committee or under criteria established by the Committee, which may include conditions based on continued employment or engagement, passage of time, attainment of age and/or service requirements, and/or satisfaction of performance conditions. In addition, the Committee shall have the right to grant Restricted Stock or Restricted Stock Unit Awards as the form of payment for grants or rights earned or due under other compensation plans or arrangements of the Company.

(b)

Dividends and Distributions. To the extent set forth in the applicable Award Agreement, Participants in whose name Restricted Stock is granted shall be entitled to receive all dividends and other distributions paid with respect to those shares of Common Stock, unless determined otherwise by the Committee; provided, however, that such dividends and other distributions will be subject to the same restrictions on transferability and vesting conditions as the Restricted Stock with respect to which they were distributed. The applicable Award Agreement will set forth, or the Committee will determine, whether any such dividends or distributions will be automatically reinvested in additional shares of Restricted Stock or paid in cash. Shares underlying Restricted Stock Units shall be entitled to Dividend Equivalents only to the extent set forth in the applicable Award Agreement or provided by the Committee; provided, however, that such Dividend Equivalents will be subject to the same vesting conditions as the underlying Restricted Stock Units.

Section XI. Other Stock-Based Awards

(a)

General Terms. Subject to limitations under applicable law, the Committee is authorized to grant to Eligible Persons such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, the value of Common Stock, as deemed by the Committee to be consistent with the purposes of the Plan. The Committee shall determine the terms and conditions of such Other Stock-Based Awards. Common Stock delivered pursuant to an Other Stock-Based Award in the nature of a purchase right granted under this Section XI shall be purchased for such consideration and paid for at such times, by such methods and in such forms (including cash, Common Stock, other Awards or other property) as the Committee shall determine.

(b)

Dividends and Distributions. Shares underlying Other Stock-Based Awards shall be entitled to Dividend Equivalents only to the extent set forth in the applicable Award Agreement or provided by the Committee; provided, however, that such Dividend Equivalents will be subject to the same vesting conditions as the underlying Other Stock-Based Award.

Section XII. Performance Awards

The Committee may establish performance criteria and level of achievement versus such criteria that shall determine the amount of cash or the number of shares of Common Stock, Options, SARs, Restricted Stock or Restricted Stock Units to be granted, retained, vested, issued or paid pursuant to a Performance Award. A Performance Award may be identified as “Performance Share,” “Performance Equity,” “Performance Unit” or other such term as chosen by the Committee. Participants (i) shall have no voting rights and (ii) will have rights to receive dividends or Dividend Equivalents in respect of a Performance Award that is an Option or Stock Appreciation Right or any shares of Common Stock subject to such Option or Stock Appreciation Right to the extent set forth in the applicable Award Agreement, in each case of clause (i) and (ii), until the Participant has become the holder of record of such shares. Shares underlying other Performance Awards shall be entitled to Dividend Equivalents only to the extent set forth in the applicable Award Agreement or provided by the Committee; provided, however, that such Dividend Equivalents will be subject to the same vesting conditions as the underlying Performance Award.

Section XIII. Deferral of Payment

The Committee may, in an Award Agreement or otherwise, provide for the deferred delivery of Common Stock or cash upon vesting or other events with respect to Restricted Stock Units or Other Stock-Based Awards. Notwithstanding any provision of the Plan to the contrary, (i) no Award shall provide for deferral of compensation that does not comply with Section 409A of the Code and (ii) in no event will any election to defer the delivery of Common Stock or any other payment with respect to any Award be allowed if the Committee determines, in its sole discretion, that the deferral would result in the imposition of additional tax under Section 409A of the Code. None of the Company, its Affiliates, the Board, the Committee or any delegates thereof shall have any liability for its actions or otherwise to a Participant or any other party if an Award that is intended to be exempt from or compliant with Section 409A of the Code is not so exempt or compliant.

Section XIV. Conditions and Restrictions Upon Securities Subject to Awards

The Committee may provide that the Common Stock subject to or issued upon exercise or settlement of an Award shall be subject to such further agreements, restrictions, conditions or limitations as the Committee in its discretion may specify prior to the grant, issuance, vesting, exercise or settlement of such Award. Without limiting the foregoing, such restrictions may address the timing and manner of any resales or other transfers by the Participant of any shares of Common Stock issued under an Award, including (a) restrictions under an insider trading policy, a stock ownership policy or pursuant to applicable law, (b) restrictions designed to delay and/or coordinate the timing and manner of sales by the Participant and holders of other Company equity compensation arrangements, (c) restrictions as to the use of a specified brokerage firm for such resales or other transfers and (d) provisions requiring Common Stock be sold on the open market or to the Company in order to satisfy tax withholding or other obligations.

Section XV. Adjustment of and Changes in the Stock

(a)

The number and kind of shares of Common Stock available for issuance under this Plan (including under any Awards then outstanding) shall be equitably adjusted by the Committee to reflect any reorganization, reclassification, combination of shares, stock split, reverse stock split, spin-off, dividend or distribution of securities, property or cash (other than regular, quarterly cash dividends), or any other event or transaction that affects the number or kind of shares of Common Stock outstanding. Such adjustment may be designed to (i) comply with Section 424 of the Code, (ii) treat the shares of Common Stock available under the Plan and subject to Awards as if they were all outstanding on the record date for such event or transaction, and/or (iii) increase the number of such shares of Common Stock to reflect a deemed reinvestment in shares of Common Stock of the amount distributed to the Company’s shareholders. The terms of any outstanding Award shall also be equitably adjusted by the Committee as to price, number or kind of shares of Common Stock subject to such Award, vesting, performance criteria, and other terms to reflect the foregoing events, which adjustments need not be uniform as between different Awards or different types of Awards. No fractional shares of Common Stock shall be issued or issuable pursuant to such an adjustment.

(b)

In the event there is any other change in the number or kind of outstanding shares of Common Stock (or other securities into which such Common Stock is changed or for which it is exchanged) by reason of a Change in Control, other merger, consolidation or otherwise, then the Committee shall determine the appropriate and equitable adjustment to be effected, which adjustments need not be uniform between different Awards or different types of Awards. In addition, in such event, the Committee may (i) accelerate the time or times at which any Award may be exercised or settled, consistent with and as otherwise permitted under Section 409A of the Code, and/or (ii) provide for cancellation of such accelerated Awards that are not exercised within a time prescribed by the Committee in its sole discretion.

(c)	In the event of a Change in Control, the Committee, acting in its sole discretion without the consent or approval of any Participant, may take one or more of the following actions, which may vary among individual Participants and/or among Awards held by any individual Participant:

(i)

accelerate vesting or waive any forfeiture conditions;

(ii)

accelerate the time of exercisability of an Award so that such Award may be exercised in full or in part for a limited period of time on or before a date specified by the Committee, after which specified date all unexercised Awards and all rights of Participants thereunder shall terminate;

(iii)

redeem in whole or in part outstanding Awards by requiring the mandatory surrender to the Company of some or all of the outstanding Awards held by a Participant (irrespective of whether such Awards are then vested or exercisable) as of a date specified by the Committee, in which event the Committee shall thereupon cancel such Awards and pay to each Participant an amount of cash or other consideration per Award equal to the Change in Control Price (less the exercise price with respect to an Option or SAR with an exercise price that is less than or equal to the Change in Control Price) or no consideration if the exercise price of an Option or SAR exceeds the Change in Control Price;

(iv)

separately require the mandatory surrender of Dividend Equivalents in exchange for such cash or other consideration (if any) determined by the Committee in is sole discretion; or

(v)

make such adjustments to Awards then outstanding as the Committee deems appropriate to reflect such Change in Control or other such event (including the substitution, assumption, or continuation of Awards by the successor company or a parent or subsidiary thereof).

Notwithstanding anything herein to the contrary, in the event of a Change in Control in which the acquiring or surviving company in the transaction (or any parent or subsidiary thereof) does not assume or continue outstanding Awards or issue substitute awards upon the Change in Control in a manner determined by the Committee, in its sole discretion, pursuant to this Section XV(c), all Awards that are not assumed, continued or substituted for shall be treated as follows effective immediately prior to the Change in Control: (A) in the case of an Option or Stock Appreciation Right, the Participant shall have the ability to exercise such Option or Stock Appreciation Right, including any portion of the Option or Stock Appreciation Right not previously exercisable, (B) in the case of any Performance Award, all conditions to the grant, issuance, vesting or settlement of (or any other restrictions applicable to) such Award shall immediately lapse and the Participant shall have the right to receive a payment based on target level achievement or actual performance through a date determined by the Committee, as determined by the Committee, and (C) in the case of outstanding Restricted Stock, Restricted Stock Units or Other Stock-Based Awards (other than a Performance Award), all conditions to the grant, issuance, vesting or settlement of (or any other restrictions applicable to) such Award shall immediately lapse. In no event shall any action be taken pursuant to this Section XV(c) that would change the payment or settlement date of an Award in a manner that would result in the imposition of any additional taxes or penalties pursuant to Section 409A of the Code.

(d)	For the avoidance of doubt, no provision of the Plan or any Award Agreement shall provide to any Participant a gross-up payment or other compensation for any taxes imposed by Section 4999 of the Code or otherwise.

Section XVI. Transferability

Except as otherwise permitted by the Committee, each Award may not be sold, transferred for value, pledged, assigned, or otherwise alienated or hypothecated by a Participant, and each Option or Stock Appreciation Right shall be exercisable only by the Participant during his or her lifetime.

Section XVII. Compliance with Laws and Regulations

(a)

This Plan, the grant, issuance, vesting, exercise and settlement of Awards hereunder, and the obligation of the Company to sell, issue or deliver shares of Common Stock under such Awards, shall be subject to all applicable foreign, federal, state and local laws, governmental and regulatory approvals, and stock exchange rules and regulations. The Company shall not be required to register in a Participant’s name or deliver Common Stock prior to the completion of any registration or qualification of such shares which the Committee shall determine to be necessary or advisable. To the extent the Company is unable to (or the Committee deems it infeasible to) obtain approval from any regulatory body deemed by the Company’s counsel to be advisable to the lawful issuance and sale of any shares of Common Stock hereunder, the Company, its Affiliates, the Board, the Committee and any delegates thereof shall be relieved of any liability with respect to the failure to issue or sell such shares of Common Stock.

(b)

In the event an Award is granted to or held by a Participant who is employed or providing services outside the United States, the Committee may (in its sole discretion) modify the provisions of the Plan or such Award (or create sub-plans) as they pertain to such individual to comply with applicable foreign law or to recognize differences in local law, currency or tax policy. The Committee may also impose conditions on the grant, issuance, vesting, exercise or settlement of Awards in order to comply with such foreign law and/or to minimize the Company’s obligations with respect to tax equalization for Participants employed outside their home country.

Section XVIII. Withholding

To the extent required by applicable foreign, federal, state or local law, a Participant shall (and the Committee may) make arrangements acceptable to the Company for the satisfaction of any tax withholding obligations that arise with respect to any Award or the issuance or sale of any shares of Common Stock. The Company shall not be required to recognize any Participant’s rights, issue shares of Common Stock, or recognize the disposition of shares of Common Stock, under an Award until such obligations are satisfied. To the extent permitted or required by the Committee, and in its sole discretion, these obligations may or shall be satisfied by (i) the Company withholding cash from any compensation otherwise payable to or for the benefit of a Participant, (ii) the Company withholding a portion of the shares of Common Stock that otherwise would be issued to a Participant under such Award or any other Award held by the Participant, or (iii) the Participant tendering to the Company cash or shares of Common Stock. None of the Company, its Affiliates, the Board, the Committee or any delegates thereof shall be liable to a Participant or any other person as to any tax consequence expected but not realized (or unexpected and realized) due to the grant, issuance, vesting, exercise or settlement of any Award.

Section XIX. Amendment of the Plan or Awards

The Board or its designee may amend, alter, suspend or terminate the Plan at any time and for any reason, and the Committee or its designee may amend or alter any Award Agreement or other document evidencing an Award made under this Plan. Notwithstanding the foregoing and except as provided in Section XV, no such amendment shall, without the approval of the shareholders of the Company:

(a)	increase the maximum number of shares of Common Stock for which Awards may be granted under this Plan;

(b)	reduce the price at which Options may be granted below the price provided in Section VIII(a);

(c)	reprice outstanding Options or SARs as described in Sections VIII(b) and IX(b);

(d)	extend the term of this Plan;

(e)	change the class of Eligible Persons; or

(f)	otherwise amend the Plan in any manner requiring shareholder approval by law or the rules of any stock exchange, market or quotation system on which the Common Stock is traded, listed or quoted.

Except as otherwise provided in any Award Agreement, no amendment or alteration to the Plan, an Award or an Award Agreement shall be made which would materially impair the rights of the Award holder without the Award holder’s consent. Notwithstanding the foregoing, no such consent shall be required to the extent the Committee determines, in its sole discretion and prior to the date of any applicable Change in Control, that such amendment or alteration either (i) is required or advisable in order for the Company, the Plan or the Award to satisfy any law or accounting standard (or to avoid adverse financial accounting consequences) or (ii) is not reasonably likely to significantly diminish the benefits provided under such Award (or has been adequately compensated).

Section XX. Other

(a)

Non-Exclusivity of Plan. Neither the adoption of this Plan by the Board nor the submission of this Plan to the shareholders of the Company for approval shall be construed as creating any limitations on the power of the Board or the Committee to adopt such other incentive arrangements as either may deem desirable, including the granting of equity awards otherwise than under this Plan, and such arrangements may be either generally applicable or applicable only in specific cases.

(b)

Governing Law. This Plan and any Award Agreements or other documents hereunder shall be interpreted and construed in accordance with the laws of the State of Delaware and applicable federal law, including securities laws. All references in this Plan or an Award Agreement or similar document to laws, rules, regulations, contracts, agreements and instruments refer to (i) all rules, regulations and administrative guidance promulgated thereunder, (ii) such items as they may be amended from time to time and (iii) any successor law, rule or regulation of similar effect or applicability.

(c)

No Right to Employment, Reelection or Continued Service. Nothing in this Plan or related to any Award shall itself (i) constitute an employment contract with the Company or its Affiliate, (ii) confer upon any Participant any right to continue employment or service for any specified period of time or (iii) limit in any way the right of the Company or its Affiliates to terminate any Participant’s employment, service on the Board or other service at any time and for any reason not prohibited by law. Subject to Sections IV and XIX, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Board without giving rise to any liability on the part of the Company, its Affiliates, the Board, the Committee or any delegates thereof.

(d)

Specified Employee Delay. If, upon Separation from Service, a Participant is a “specified employee” within the meaning of Section 409A of the Code, any payment under this Plan that is subject to Section 409A of the Code and would otherwise be paid within six months after the Participant’s Separation from Service will instead be paid in the seventh month following the Participant’s Separation from Service.

(e)

Severability. If any provision of the Plan or any Award shall be held unlawful or otherwise invalid or unenforceable in whole or in part, the unlawfulness, invalidity, or unenforceability shall not affect any other provision of the Plan or any Award, each of which shall remain in full force and effect. Likewise, if the Committee determines that any provision would disqualify the Plan or any Award under any law, rule or regulation it deems applicable, such provision shall be construed or deemed amended to conform with the applicable law, rule or regulation, as determined by the Committee.

(f)

Unfunded Plan. The Plan is intended to be an unfunded plan, and Participants are general creditors of the Company with respect to their Awards. If the Committee or the Company chooses to set aside funds in a trust or otherwise for the payment of Awards under the Plan, such funds shall at all times be subject to the Company’s creditors.

(g)

Interpretation. Headings are used within the Plan, Award Agreements and other related documents solely as a convenience shall not be deemed in any way material or relevant to the construction or interpretation of any provision of the Plan. The use of the word “including” following any general statement in the Plan, Award Agreements or any related documents shall not be construed to limit the scope of such statement, regardless of whether it is accompanied by non-limiting language (such as “without limitation”).

Section XXI. Clawback/Recoupment

If a Participant’s Termination of Employment or Separation from Service is for Cause or if the Committee determines in its sole discretion that a Participant has engaged in conduct that (a) constitutes a breach of an agreement with the Company or its Affiliate, (b) results in (or has the potential to cause) material harm financially, reputationally, or otherwise to the Company or its Affiliate or (c) occurred prior to the Participant’s Termination of Employment or Separation from Service and would give rise to a termination for Cause (regardless of whether such conduct is discovered before, during or after the Participant’s Termination of Employment or Separation from Service), the Participant shall forfeit the Participant’s right to any unvested or unexercised Awards and may be required to repay any cash, Common Stock or other property received pursuant to vested and exercised Awards to the extent recovery is permitted by law. The remedy under this Section XXI is not exclusive and shall not limit any right of the Company under applicable law, including a remedy under (i) Section 10D of the Act, (ii) any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which shares of the Company may be traded, and/or (iii) any Company policy adopted with respect to compensation recoupment.

In addition, the Committee may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Committee determines necessary or appropriate, including a reacquisition right in respect of previously acquired shares of Common Stock or other cash or property upon the occurrence of misconduct. No recovery of compensation described in this Section XXI will give rise to a right to resign for “good reason” or a “constructive termination” as such terms (or any similar term) are used in any agreement between any Participant and the Company or its Affiliate.

Exhibit 10.2

GE VERNOVA INC. MIRROR 2022 LONG-TERM INCENTIVE PLAN

Section I. Purpose

The purpose of this GE Vernova Inc. Mirror 2022 Long-Term Incentive Plan is to assume on the Effective Date (as defined below), as a result of the spin-off of GE’s renewable energy, power and digital businesses (the “Spin-Off”), awards in GE Vernova Inc. as a result of the conversion of awards originally issued by General Electric Company (including any of its subsidiaries or affiliates, “GE”) under the GE 2022 Long-Term Incentive Plan, as amended from time to time (the “GE 2022 LTIP”) (such awards assuming the maximum achievement of performance metrics with respect to any GE performance-based awards, the “Spin-Off Awards”), to (i) certain current and former employees of GE and its affiliates as of the Spin-Off (“GE Participants”) and (ii) certain employees of GE Vernova Inc. and its Affiliates as of the Spin-Off (“GE Vernova Participants”, and together with GE Participants, “Spin-Off Participants”). Notwithstanding anything herein to the contrary, other than the Spin-Off Awards, no Awards (as defined below) shall be granted under this GE Vernova Inc. Mirror 2022 Long-Term Incentive Plan following the Effective Date.

Each Spin-Off Participant’s rights under this Plan are intended to be the same as such Spin-Off Participant’s rights under the GE 2022 LTIP immediately prior to the Effective Date. For the avoidance of doubt, (i) each Spin-Off Participant’s service with GE prior to the Effective Date shall be credited for purposes of such Spin-Off Participant’s respective Spin-Off Awards, (ii) no Spin-Off Participant shall be treated as incurring a Termination of Employment (as defined below), Separation from Service (as defined below), retirement or similar event for purposes of vesting, settlement, forfeiture or any other purpose under this Plan solely as a result of the Spin-Off and (iii) any Spin-Off Participant whose employment is terminated from GE or GE Vernova Inc. (or its subsidiaries or affiliates), as applicable, shall be deemed to have a Termination of Employment and Separation from Service under this Plan, even if such Spin-Off Participant is subsequently hired by GE Vernova Inc. (or its subsidiaries or affiliates) or GE, as applicable.

Notwithstanding anything herein to the contrary, with respect to any GE Participant, (i) all determinations with respect to the employment, status of employment or characterization of termination of employment (including any amendment or acceleration of vesting, exercise or settlement of the GE Participant’s respective Spin-Off Awards in connection with any termination of employment) shall be made by GE, and (ii) with respect to the definitions of “Cause,” “Disability,” “Good Reason,” “Retirement” and “Termination of Employment” and the provisions of Section XXI, references to (A) the “Company” shall refer to “GE,” (B) the “Committee” shall refer to the Management Development and Compensation Committee of the Board of Directors of GE (or its successor) and (C) “Affiliate” shall refer to any company or business entity under the direct or indirect control of GE, and any company or business entity in which GE has a 50% or more interest, in each case, as determined by the GE Committee.

Section II. Definitions

As used in the Plan, the following terms shall have the meanings set forth below:

(a)	“Act” means the Securities Exchange Act of 1934.

(b)	“Affiliate” means any company or business entity under the direct or indirect control of the Company, and any company or business entity in which the Company has a 50% or more interest, in each case, as determined by the Committee.

(c)	“Award” means an Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Award or Other Stock-Based Award, or any combination of these, granted to a Participant pursuant to the provisions of the Plan.

(d)

(e)	“Board” means the Board of Directors of the Company.

(f)	“Cause” means, except as otherwise provided in an Award Agreement, as determined in the sole discretion of the Committee, the Participant’s:

(i)

breach of the Employee Innovation and Proprietary Information Agreement or any other confidentiality, non-solicitation or non-competition agreement with the Company or any Affiliate, or breach of a material term of any other agreement between the Participant and the Company or any Affiliate;

(ii)

engagement in conduct that results in, or has the potential to cause, material harm financially, reputationally, or otherwise to the Company or any Affiliate;

(iii)

commission of an act of dishonesty, fraud, embezzlement or theft;

(iv)

conviction of, or plea of guilty or no contest to a felony or crime involving moral turpitude; or

(v)

failure to comply with the Company’s or any Affiliate’s policies and procedures, including but not limited to the Company’s code of conduct.

A Participant’s employment or service will be deemed to have been terminated for Cause if the Committee determines subsequent to such termination that Cause existed at the time of such termination.

(g)	“Change in Control” means, except as otherwise provided in an Award Agreement, the occurrence of any one of the following events:

(i)

a transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby a Person directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of 50% or more of either (A) the then-outstanding shares of Common Stock (the “Outstanding Shares”) or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Voting Securities”);

(ii)

the consummation of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of the Company’s assets (a “Business Combination”), unless following such Business Combination all or substantially all of the beneficial owners of the Outstanding Shares or Outstanding Voting Securities immediately prior to the Business Combination beneficially own (directly or indirectly) more than 50% of the then-outstanding shares of common stock or combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors of the entity resulting from the business combination (including an entity that as a result of the Business Combination owns (directly or indirectly) the Company or all or substantially all of the Company’s assets in substantially the same proportions as their ownership immediately prior to the Business Combination).

For the avoidance of doubt, a public offering, internal restructuring or transfer of Common Stock or assets to any Affiliate and the Spin-Off will not be treated as a Change in Control.

(h)

(i)	“Code” means the Internal Revenue Code of 1986.

(j)	“Committee” means the Compensation Committee of the Board or such other committee as designated by the Board to administer the Plan.

(k)	“Common Stock” means the common stock of the Company, $0.01 par value per share, or such other class or kind of shares or other securities as may be applicable under Section XV.

(l)	“Company” means GE Vernova Inc. (a Delaware corporation) and, except as utilized in the definition of Change in Control, any successor corporation.

(m)

(n)	“Dividend Equivalent” means an amount payable in cash or Common Stock, as determined by the Committee, equal to the dividends that would have been paid to the Participant if the share of Common Stock with respect to which the Dividend Equivalent relates had been owned by the Participant.

(o)	“Eligible Person” means any Spin-Off Participant; provided, however, that Incentive Stock Options may only be granted to employees of the Company or any of its “subsidiary corporations” within the meaning of Section 424 of the Code.

(p)	“FASB ASC Topic 718” means the Financial Accounting Standards Board Accounting Standards Codification Topic 718 or any successor accounting standard.

(q)

(r)

“Good Reason” means, except as otherwise provided in an Award Agreement, any of the following, in each case, without the Participant’s consent: (i) a material reduction in the Participant’s base salary, (ii) a material breach by the Company or its Affiliate of any material provision of any agreement between the Participant and the Company or its Affiliate, or (iii) a material diminution in the Participant’s title, authority, duties, responsibilities or reporting relationships; provided, however, that the Termination of Employment or Separation from Service shall not be for Good Reason unless: (A) the Participant has provided written notice to the Chief Human Resources Officer of the Company of the existence of the circumstances providing grounds for termination for Good Reason within 30 calendar days of the date the Participant first becomes aware of such circumstances, (B) the Company or its Affiliate has been given at least 30 calendar days from the date on which such notice is provided to cure such circumstances (the “cure period”), and (C) the Termination of Employment or Separation from Service occurs within 30 calendar days following the Company’s or Affiliate’s failure to cure such circumstances within the cure period. For the avoidance of doubt, the Spin-Off or the sale, disposition or spin-off of any one or more businesses of the Company or its Affiliates, or any transaction following which the Company’s (or its successor’s) common equity is not publicly traded on a nationally recognized securities exchange or through a national market quotation service, shall not be deemed a material reduction in the Participant’s title, authority, duties, responsibilities or reporting relationships.

(s)	“Incentive Stock Option” means an Option that is intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code.

(t)	“Nonqualified Stock Option” means an Option that is not intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code.

(u)

(v)	“Other Stock-Based Award” means an Award granted to an Eligible Person as described in Section XI.

(w)	“Participant” means any Spin-Off Participant.

(x)	“Performance Award” means an Award described in Section XII pursuant to which a Participant may become entitled to receive an amount based on satisfaction of such performance criteria established for such performance period as specified in the Award Agreement.

(y)

(z)	“Plan” means this GE Vernova Inc. Mirror 2022 Long-Term Incentive Plan.

(aa)	“Restricted Stock” means an Award or issuance of Common Stock the vesting and/or transferability of which is subject during specified periods of time to such terms and conditions (including continued employment or engagement or performance conditions) as the Committee determines.

(bb)

(cc)	“Retirement” means, except as otherwise provided in an Award Agreement, attainment of age 60 and completion of five years of continuous employment with the Company and its Affiliates.

(dd)	“Separation from Service” or “Separates from Service” means a Termination of Employment or other cessation of service that constitutes a “separation from service” within the meaning of Section 409A of the Code.

(ee)

(ff)

(gg)

“Termination of Employment” means, except as otherwise provided in an Award Agreement or as otherwise determined by the Committee, ceasing to serve as an employee of the Company and its Affiliates or, with respect to a non-employee director or other service provider, ceasing to serve as such for the Company and its Affiliates; provided, however, that with respect to all or any Awards held by a Participant, the Committee may determine that (i) a leave of absence (including as a result of a Participant’s short-term or long-term disability or other medical leave) or employment on a less than full-time basis is considered a “Termination of Employment,” (ii) service as a member of the Board or other service provider to the Company or an Affiliate shall constitute continued employment with respect to Awards granted to a Participant while he or she served as an employee of the Company or an Affiliate, or (iii) service as an employee of the Company or an Affiliate shall constitute continued service/employment with respect to Awards granted to a Participant while he or she served as a member of the Board or other service provider to the Company or an Affiliate. The Committee shall determine whether any corporate transaction, such as a sale or spin-off of a division or Affiliate that employs or engages a Participant, shall be deemed to result in a Termination of Employment with the Company and its Affiliates for purposes of any affected Participant’s Awards, and the Committee’s decision shall be final and binding. With respect to any Award that is subject to Section 409A of the Code, a Termination of Employment shall not be deemed to occur until such Participant’s Separation from Service.

Section III. Eligibility

Any Spin-Off Participant.

Section IV. Effective Date and Termination of Plan

This Plan shall become effective as of the date of the consummation of the Spin-Off (the “Effective Date”). The Plan shall remain available for the grant of Awards until the 10th anniversary of the Effective Date; provided, however, that no Incentive Stock Option may be granted under this Plan after February 11, 2032. Notwithstanding the foregoing, the Plan may be terminated at such earlier time as the Board may determine. Termination of the Plan will not affect the rights and obligations of the Participants and the Company arising under Awards granted prior to such termination.

Section V. Shares Subject to the Plan and to Awards

(a)

Aggregate Limits. The aggregate number of shares of Common Stock issuable under the Plan shall be equal to the number of shares of Common Stock necessary to satisfy all Spin-Off Awards upon exercise or settlement, as applicable (the “Share Reserve”). The aggregate number of shares of Common Stock available for grant under this Plan and the number of shares of Common Stock subject to Awards outstanding at the time of any event described in Section XV shall be subject to adjustment as provided in Section XV. The shares of Common Stock issued under this Plan may be shares that are authorized and unissued or shares that were reacquired by the Company, including shares purchased in the open market or in private transactions.

(b)

Future Use of Share Reserve. Shares subject to Awards that have been canceled, terminated, expired unexercised, forfeited or settled in cash shall be available for granting Awards under the GE Vernova Inc. 2024 Long-Term Incentive Plan; provided, however, that (i) shares subject to Awards that have been retained or withheld by the Company in payment or satisfaction of the exercise price, purchase price or tax withholding obligation of an Award (including shares that were subject to an Award but were not issued or delivered as a result of the net settlement or net exercise of such Award) and (ii) shares repurchased on the open market with the proceeds of an Option exercise, in each case, shall not be available for issuance under this Plan.

(c)

Substitute Awards. Substitute Awards shall not reduce the shares of Common Stock authorized for issuance under the Plan. Additionally, in the event that a company acquired by the Company or any Affiliate, or with which the Company or any Affiliate combines, has shares available under a preexisting plan approved by shareholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the shares of Common Stock authorized for issuance under the Plan; provided that Awards using such available shares (i) shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, (ii) shall only be made to individuals who were not employees or service providers of the Company or its Affiliates at the time of such acquisition or combination, and (iii) shall comply with the requirements of any stock exchange, market or quotation system on which the Common Stock is traded, listed or quoted.

(d)

Tax Code Limits. The aggregate number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options granted under this Plan shall be equal to the Share Reserve, which number shall be calculated and adjusted pursuant to Section XV only to the extent that such calculation or adjustment will not affect the status of any Option intended to qualify as an Incentive Stock Option under Section 422 of the Code.

(e)

Limits on Non-Employee Director Compensation. The aggregate dollar value of equity-based and cash compensation granted under this Plan (excluding the Spin-Off Awards) to any non-employee director (determined at the grant date and, for equity-based Awards, in accordance with FASB ASC Topic 718) shall not exceed $1 million (U.S. dollars) during any calendar year.

Section VI. Administration of the Plan

(a)

(b)	Powers of Committee. Subject to the express provisions of this Plan, the Committee shall be authorized and empowered to do all things that it determines to be necessary or appropriate in connection with the administration of this Plan, including:

(i)

to prescribe, amend and rescind rules and regulations relating to this Plan and to define terms not otherwise defined herein;

(ii)

to determine the Eligible Persons to which Awards shall be granted, if any, hereunder and the timing of any such Awards;

(iii)

to prescribe and amend the terms of the Award Agreements, to grant Awards and to determine the terms and conditions thereof;

(iv)

to establish and verify the extent of satisfaction of any performance goals or other conditions applicable to the grant, issuance, vesting, exercise or settlement of any Award;

(v)

to prescribe and amend the terms or form of any document or notice required to be delivered to the Company or the applicable Affiliate by Participants under this Plan;

(vi)

to determine the extent to which adjustments are required pursuant to Section XV;

(vii)

(viii)

to approve corrections in the documentation or administration of any Award; and

(ix)

to make all other determinations it deems necessary or advisable for the administration of this Plan.

For the avoidance of doubt, employment determinations with respect to GE Participants shall be made by GE, as described in Section I.

(c)

(d)

Section VII. Plan Awards

(a)

(b)	Termination of Employment. Subject to the express provisions of the Plan, the Committee shall specify before, at, or after the time of grant of an Award the provisions governing the effect(s) upon an Award of a Participant’s Termination of Employment or Separation from Service.

(c)

(d)

Section VIII. Options

(a)

(other than an Incentive Stock Option) shall be automatically extended if the Participant holding such Option is prohibited by law or the Company’s insider trading policy from exercising the Option at the time of its scheduled expiration, in which case the Option shall expire on the 30th day following the date such prohibition no longer applies. The Committee will establish the price at which Common Stock may be purchased upon exercise of an Option, which may not be less than the Fair Market Value of such shares on the date of grant unless (i) such Option is granted as a Substitute Award or assumed in connection with the Spin-Off and (ii) such exercise price is based on a formula set forth in the terms of the original option agreement or the applicable merger or acquisition agreement that satisfies the requirements of Section 424(a) of the Code if such options are Incentive Stock Options and Section 409A of the Code if such options are Nonqualified Stock Options. The exercise price of any Option may be paid by such methods as determined by the Committee, including by cash in U.S. dollars, by an irrevocable commitment to use the proceeds from a sale of shares of Common Stock issuable under an Option, by delivery of previously owned shares of Common Stock or by withholding of shares of Common Stock otherwise deliverable upon exercise.

(b)

No Repricing without Shareholder Approval. Other than in connection with a change in the Company’s capitalization (as described in Section XV), the Committee shall not, without shareholder approval: (i) reduce the exercise price of a previously awarded Option or (ii) at any time when the exercise price of a previously awarded Option is above the Fair Market Value of a share of Common Stock, cancel and re-grant or exchange such Option for cash or a new Award with a lower (or no) exercise price.

(c)	No Reload Grants. Options shall not be granted under the Plan in consideration for, and shall not be conditioned upon the delivery of, shares of Common Stock to the Company in payment of the exercise price and/or tax withholding obligation under any other employee stock option.

(d)

(e)	No Shareholder Rights. Participants shall have no voting rights and will have no rights to receive dividends or Dividend Equivalents in respect of an Option or any shares of Common Stock subject to an Option until the Participant has become the holder of record of such shares.

Section IX. Stock Appreciation Rights

(a)

(b)

No Repricing without Shareholder Approval. Other than in connection with a change in the Company’s capitalization (as described in Section XV), the Committee shall not, without shareholder approval, reduce the exercise price of a previously awarded Stock Appreciation Right, and at any time when the exercise price of a previously awarded Stock Appreciation Right is above the Fair Market Value of a share of Common Stock, the Committee shall not, without shareholder approval, cancel and re-grant or exchange such Stock Appreciation Right for cash or a new Award with a lower (or no) exercise price.

(c)

No Shareholder Rights. Participants shall have no voting rights and will have no rights to receive dividends or Dividend Equivalents in respect of a Stock Appreciation Right or any shares of Common Stock subject to a Stock Appreciation Right until the Participant has become the holder of record of such shares.

Section X. Restricted Stock and Restricted Stock Units

(a)

(b)

Dividends and Distributions. Participants in whose name Restricted Stock is granted shall be entitled to receive all dividends and other distributions paid with respect to those shares of Common Stock, unless determined otherwise by the Committee; provided, however, that such dividends and other distributions will be subject to the same restrictions on transferability and vesting conditions as the Restricted Stock with respect to which they were distributed. The Committee will determine whether any such dividends or distributions will be automatically reinvested in additional shares of Restricted Stock or paid in cash. Shares underlying Restricted Stock Units shall be entitled to Dividend Equivalents only to the extent provided by the Committee; provided, however, that such Dividend Equivalents will be subject to the same vesting conditions as the underlying Restricted Stock Units.

Section XI. Other Stock-Based Awards

(a)

(b)	Dividends and Distributions. Shares underlying Other Stock-Based Awards shall be entitled to Dividend Equivalents only to the extent provided by the Committee; provided, however, that such Dividend Equivalents will be subject to the same vesting conditions as the underlying Other Stock-Based Award.

Section XII. Performance Awards

The Committee may establish performance criteria and level of achievement versus such criteria that shall determine the amount of cash or the number of shares of Common Stock, Options, SARs, Restricted Stock or Restricted Stock Units to be granted, retained, vested, issued or paid pursuant to a Performance Award. A Performance Award may be identified as “Performance Share,” “Performance Equity,” “Performance Unit” or other such term as chosen by the Committee. Participants shall have no voting rights and will have no rights to receive dividends or Dividend Equivalents in respect of a Performance Award that is an Option or Stock Appreciation Right or any shares of Common Stock subject to such Option or Stock Appreciation Right until the Participant has become the holder of record of such shares. Shares underlying other Performance Awards shall be entitled to Dividend Equivalents only to the extent provided by the Committee; provided, however, that such Dividend Equivalents will be subject to the same vesting conditions as the underlying Performance Award.

Section XIII. Deferral of Payment

Section XIV. Conditions and Restrictions Upon Securities Subject to Awards

Section XV. Adjustment of and Changes in the Stock

(a)

(b)

In the event there is any other change in the number or kind of outstanding shares of Common Stock (or other securities into which such Common Stock is changed or for which it is exchanged) by reason of a Change in Control, other merger, consolidation or otherwise, then the Committee shall determine the appropriate and equitable adjustment to be affected, which adjustments need not be uniform between different Awards or different types of Awards. In addition, in such event, the Committee may (i) accelerate the time or times at which any Award may be exercised or settled, consistent with and as otherwise permitted under Section 409A of the Code, and/or (ii) provide for cancellation of such accelerated Awards that are not exercised within a time prescribed by the Committee in its sole discretion.

(c)	In the event of a Change in Control, the Committee, acting in its sole discretion without the consent or approval of any Participant, may take one or more of the following actions, which may vary among individual Participants and/or among Awards held by any individual Participant:

(i)

accelerate vesting or waive any forfeiture conditions;

(ii)

(iii)

(iv)

separately require the mandatory surrender of Dividend Equivalents in exchange for such cash or other consideration (if any) determined by the Committee in is sole discretion; or

(v)

(d)	For the avoidance of doubt, no provision of the Plan or any Award Agreement shall provide to any Participant a gross-up payment or other compensation for any taxes imposed by Section 4999 of the Code or otherwise.

Section XVI. Transferability

Each Award may not be sold, transferred for value, pledged, assigned, or otherwise alienated or hypothecated by a Participant, and each Option or Stock Appreciation Right shall be exercisable only by the Participant during his or her lifetime. Notwithstanding the foregoing, as permitted by the Committee under procedures it establishes, a Participant may (i) transfer or assign an Award as a gift to any “family member” (as such term is defined for purposes of the Registration Statement on Form S-8) who may be entitled to exercise any assigned Options or Stock

Appreciation Rights only during the lifetime of the assigning Participant and (ii) designate one or more beneficiaries with respect to Awards in the event of a Participant’s death who may be entitled to exercise any Options or Stock Appreciation rights as provided by the Committee. In such case, such family member or beneficiary shall not further sell, pledge, transfer, assign or otherwise alienate or hypothecate such Award, and the Participant’s estate will be deemed the beneficiary in the absence of a beneficiary designation.

Section XVII. Compliance with Laws and Regulations

(a)

(b)

Section XVIII. Withholding

To the extent required by applicable foreign, federal, state or local law, a Participant shall (and the Committee may) make arrangements acceptable to the Company for the satisfaction of any tax withholding obligations that arise with respect to any Award or the issuance or sale of any shares of Common Stock. The Company shall not be required to recognize any Participant’s rights, issue shares of Common Stock, or recognize the disposition of shares of Common Stock, under an Award until such obligations are satisfied. To the extent permitted or required by the Committee, these obligations may or shall be satisfied by (i) the Company withholding cash from any compensation otherwise payable to or for the benefit of a Participant, (ii) the Company withholding a portion of the shares of Common Stock that otherwise would be issued to a Participant under such Award or any other Award held by the Participant, or (iii) the Participant tendering to the Company cash or shares of Common Stock. None of the Company, its Affiliates, the Board, the Committee or any delegates thereof shall be liable to a Participant or any other person as to any tax consequence expected but not realized (or unexpected and realized) due to the grant, issuance, vesting, exercise or settlement of any Award.

Section XIX. Amendment of the Plan or Awards

(a)	increase the maximum number of shares of Common Stock for which Awards may be granted under this Plan;

(b)	reduce the price at which Options may be granted below the price provided in Section VIII(a);

(c)	reprice outstanding Options or SARs as described in Sections VIII(b) and IX(b);

(d)	extend the term of this Plan;

(e)	change the class of Eligible Persons;

(f)	increase the individual maximum limits in Section V(e); or

(g)	otherwise amend the Plan in any manner requiring shareholder approval by law or the rules of any stock exchange, market or quotation system on which the Common Stock is traded, listed or quoted.

Section XX. Other

(a)

(b)

Governing Law. This Plan and any Award Agreements or other documents hereunder shall be interpreted and construed in accordance with the laws of the State of New York and applicable federal law, including securities laws. All references in this Plan or an Award Agreement or similar document to laws, rules, regulations, contracts, agreements and instruments refer to (i) all rules, regulations and administrative guidance promulgated thereunder, (ii) such items as they may be amended from time to time and (iii) any successor law, rule or regulation of similar effect or applicability.

(c)

(d)

(e)

(f)

(g)

Section XXI. Clawback/Recoupment

Affiliate or (c) occurred prior to the Participant’s Termination of Employment or Separation from Service and would give rise to a termination for Cause (regardless of whether such conduct is discovered before, during or after the Participant’s Termination of Employment or Separation from Service), the Participant shall forfeit the Participant’s right to any unvested or unexercised Awards and may be required to repay any cash, Common Stock or other property received pursuant to vested and exercised Awards to the extent recovery is permitted by law. The remedy under this Section XXI is not exclusive and shall not limit any right of the Company under applicable law, including a remedy under (i) Section 10D of the Act, (ii) any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which shares of the Company may be traded, and/or (iii) any Company policy adopted with respect to compensation recoupment.

Exhibit 10.3

GE Vernova Inc. Mirror 2007 Long-Term Incentive Plan

SECTION 1. PURPOSE

The purpose of this GE Vernova Inc. Mirror 2007 Long-Term Incentive Plan (the “Plan”) is to assume on the Effective Date (as defined below), as a result of the spin-off of GE’s renewable energy, power and digital businesses (the “Spin-Off”), awards in GE Vernova Inc. (the “Company”) as a result of the conversion of awards originally issued by General Electric Company (including any of its subsidiaries or affiliates, “GE”) under the GE 2007 Long-Term Incentive Plan, as amended from time to time (the “GE 2007 LTIP”) (such awards assuming the maximum achievement of performance metrics with respect to any GE performance-based awards, the “Spin-Off Awards”), to (i) certain current and former employees of GE and its affiliates as of the Spin-Off (“GE Participants”) and (ii) certain employees of the Company and its Affiliates as of the Spin-Off (“GE Vernova Participants”, and together with GE Participants, “Spin-Off Participants”). Notwithstanding anything herein to the contrary, other than the Spin-Off Awards, no Awards (as defined below) shall be granted under this Plan following the Effective Date.

Each Spin-Off Participant’s rights under this Plan are intended to be the same as such Spin-Off Participant’s rights under the GE 2007 LTIP immediately prior to the Effective Date. For the avoidance of doubt, (i) each Spin-Off Participant’s service with GE prior to the Effective Date shall be credited for purposes of such Spin-Off Participant’s respective Spin-Off Awards, (ii) no Spin-Off Participant shall be treated as incurring a termination of employment, separation from service, retirement or similar event for purposes of vesting, settlement, forfeiture or any other purpose under this Plan solely as a result of the Spin-Off and (iii) any Spin-Off Participant whose employment is terminated from GE or the Company or its Affiliates, as applicable, shall be deemed to have a termination of employment and separation from service under this Plan, even if such Spin-Off Participant is subsequently hired by the Company or its Affiliates or GE, as applicable.

Notwithstanding anything herein to the contrary, with respect to any GE Participant, all determinations with respect to the employment, status of employment or characterization of termination of employment (including any amendment or acceleration of vesting, exercise or settlement of the GE Participant’s respective Spin-Off Awards in connection with any termination of employment) shall be made by GE.

SECTION 2. DEFINITIONS

As used in the Plan, the following terms shall have the meanings set forth below:

(a) “Affiliate” shall mean (i) any entity that, directly or through one or more intermediaries, is controlled by the Company and (ii) any entity in which the Company has a significant equity interest, as determined by the Committee.

(b) “Award” shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Award, Dividend Equivalent, or Other Stock-Based Award granted under the Plan.

(c) “Award Agreement” shall mean any written agreement, contract, or other instrument or document, including an electronic communication, as may from time to time be designated by the Company as evidencing any Award granted under the Plan.

(d) “Board” shall mean the Board of Directors of the Company.

(e) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

(f) “Committee” shall mean a committee of the Board, acting in accordance with the provisions of Section 3, designated by the Board to administer the Plan and composed of not less than three non-employee directors. Unless otherwise determined by the Board, the Compensation Committee of the Board generally serves as the Committee for purposes of the Plan, except that a separate committee designated by the Board shall be responsible for administering the Plan as it relates to any Award provided to a Director.

(g) “Director” shall mean any member of the Board who is not a Salaried Employee at the time of receiving an Award under the Plan.

(h) “Dividend Equivalent” shall mean any right granted under Section 6(e) of the Plan.

(i) “Fair Market Value” shall mean, with respect to any Shares or other securities, the closing price of a Share on the date as of which the determination is being made or as otherwise determined in a manner specified by the Committee.

(j) “Incentive Stock Option” shall mean an option granted under Section 6(a) of the Plan that is intended to meet the requirements of Section 422 of the Code, or any successor provision thereto.

(k) “Non-Qualified Stock Option” shall mean an option granted under Section 6(a) of the Plan that is not intended to be an Incentive Stock Option.

(l) “Option” shall mean an Incentive Stock Option or a Non-Qualified Stock Option.

(m) “Other Stock-Based Award” shall mean any right, including a Deferred Stock Unit, granted under Section 6(f) of the Plan.

(n) “Participant” shall mean a Spin-Off Participant designated to be granted an Award under the Plan.

(o) “Performance Award” shall mean any right granted under Section 6(d) of the Plan.

(p) “Performance Criteria” shall mean any quantitative and/or qualitative measures, as determined by the Committee, which may be used to measure the level of performance of the Company or any individual Participant during a Performance Period, including any Qualifying Performance Criteria.

(q) “Performance Period” shall mean any period as determined by the Committee in its sole discretion.

(r) “Person” shall mean any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization, or government or political subdivision thereof.

(s) “Qualifying Performance Criteria” shall mean one or more of the following performance criteria, either individually, alternatively or in any combination, applied to either the company as a whole or to a business unit or related company, and measured either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to a previous year’s results or to a designated comparison group, in each case as specified by the Committee in the Award: sales and revenue; income, earnings, profit and margins; earnings per share; return on capital, return on equity and return on investment; cash flow and cash returned to investors; and total shareowner return, subject to adjustment by the Committee to remove the effect of charges for restructurings, discontinued operations and all items of gain, loss or expense determined to be unusual in nature or infrequent in occurrence, related to the disposal of a segment or a business, or related to a change in accounting principle or otherwise.

(t) “Restricted Stock” shall mean any award of Shares granted under Section 6(c) of the Plan.

(u) “Restricted Stock Unit” shall mean any right granted under Section 6(c) of the Plan that is denominated in Shares.

(v) “Salaried Employee” shall mean any salaried employee of the Company or of any Affiliate.

(w) “Shares” shall mean the common shares of the Company and such other securities as may become the subject of Awards, or become subject to Awards, pursuant to an adjustment made under Section 4(b) of the Plan.

(x) “Stock Appreciation Right” shall mean any right granted under Section 6(b) of the Plan.

SECTION 3. ADMINISTRATION

Except as otherwise provided herein, the Plan shall be administered by the Committee, which shall have the power to interpret the Plan and to adopt such rules and guidelines for implementing the terms of the Plan as it may deem appropriate. The Committee shall have the ability to modify the Plan provisions, to the extent necessary, or delegate such authority, to accommodate any law or regulation in jurisdictions in which Participants will receive Awards.

(a) Subject to the terms of the Plan and applicable law, the Committee shall have full power and authority to:

(i) designate Participants;

(ii) determine the type or types of Awards to be granted to each Participant under the Plan and grant Awards to such Participants;

(iii) determine the number of Shares to be covered by (or with respect to which payments, rights, or other matters are to be calculated in connection with) Awards;

(iv) determine the terms and conditions of any Award and of Award Agreements, and verify the extent of satisfaction of any performance goals or other conditions applicable to the grant, issuance, exercisability, vesting and/or ability to retain any Award;

(v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, or other Awards, or canceled, forfeited, or suspended, and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended;

(vi) determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee;

(vii) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan;

(viii) establish, amend, suspend, or waive such rules and guidelines;

(ix) appoint such agents as it shall deem appropriate for the proper administration of the Plan;

(x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan; and

(xi) correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry the Plan into effect.

For the avoidance of doubt, employment determinations with respect to GE Participants shall be made by GE, as described in Section I.

(b) Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time, and shall be final, conclusive, and binding upon all Persons, including the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, any shareowner, and any employee of the Company or of any Affiliate. Actions of the Committee may be taken by:

(i) the Chairman of the Committee;

(ii) a subcommittee, designated by the Committee;

(iii) the Committee but with one or more members abstaining or recusing himself or herself from acting on the matter, so long as two or more members remain to act on the matter. Such action, authorized by the Chairman, such a subcommittee or by the Committee (whether upon the abstention or recusal of such members or otherwise), shall be the action of the Committee for purposes of the Plan; or

(iv) one or more officers or managers of the Company or any Affiliate, or a committee of such officers or managers whose authority is subject to such terms and limitations set forth by the Committee, and only with respect to Salaried Employees who are not officers or directors of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. This delegation shall include modifications necessary to accommodate changes in the laws or regulations of jurisdictions outside the U.S.

SECTION 4. SHARES AVAILABLE FOR AWARDS

(a) SHARES AVAILABLE. Subject to adjustment as provided in Section 4(b):

(i) The total number of Shares reserved and available for delivery pursuant to Awards granted under the Plan shall be equal to the number of Shares necessary to satisfy all Spin-Off Awards upon exercise or settlement, as applicable (the “Share Reserve”); of which no more than the Share Reserve may be available for Awards granted in any form provided for under the Plan other than Options or Stock Appreciation Rights. If any Shares covered by an Award granted under the Plan, or to which such an Award or award relates, are forfeited, or if an Award or award otherwise terminates without the delivery of Shares or of other consideration, then the Shares covered by such Award or award, or to which such Award or award relates, or the number of Shares otherwise counted against the aggregate number of Shares available under the Plan with respect to such Award or award, to the extent of any such forfeiture or termination, shall be available for granting Awards under the GE Vernova Inc. 2024 Long-Term Incentive Plan. Notwithstanding the foregoing, but subject to adjustment as provided in Section 4(b), no more than the Share Reserve shall be available for delivery pursuant to the exercise of Incentive Stock Options.

(ii) ACCOUNTING FOR AWARDS. For purposes of this Section 4,

(A)

If an Award (other than a Dividend Equivalent) is denominated in Shares, the number of Shares covered by such Award, or to which such Award relates, shall be counted on the date of grant of such Award against the aggregate number of Shares available for granting Awards under the Plan;

(B)

Dividend Equivalents denominated in Shares and Awards not denominated, but potentially payable, in Shares shall be counted against the aggregate number of Shares available for granting Awards under the Plan in such amount and at such time as the Dividend Equivalents and such Awards are settled in Shares, PROVIDED, HOWEVER, that Awards that operate in tandem with (whether granted simultaneously with or at a different time

from), or that are substituted for, other Awards may only be counted once against the aggregate number of shares available, and the Committee shall adopt procedures, as it deems appropriate, in order to avoid double counting. Any Shares that are delivered by the Company, and any Awards that are granted by, or become obligations of, the Company through the assumption by the Company or an Affiliate of, or in substitution for, outstanding awards previously granted by an acquired company, shall not be counted against the Shares available for granting Awards under this Plan; and

(C)

Notwithstanding anything herein to the contrary, any Shares related to Awards which terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such Shares, are settled in cash in lieu of Shares, or, subject to Section 6(g)(ix), are exchanged with the Committee’s permission, prior to the issuance of Shares, for Awards not involving Shares, shall be available again for grant under this Plan. Shares subject to an Award under the Plan may not again be made available for issuance under the Plan if such Shares are: (w) Shares delivered to or withheld by the Company to pay taxes on Awards other than Options or Stock Appreciation Rights, (x) Shares that were subject to an Option or a stock-settled Stock Appreciation Right and were not issued upon the net settlement or net exercise of such Option or Stock Appreciation Right, (y) Shares delivered to or withheld by the Company to pay the exercise price or the withholding taxes under Options or Stock Appreciation Rights, or (z) Shares repurchased on the open market with the proceeds of an Option exercise.

(iii) SOURCES OF SHARES DELIVERABLE UNDER AWARDS. Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or of treasury Shares.

(b) ADJUSTMENTS.

(i) In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, Shares, or other securities), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event constitutes an equity restructuring transaction, as that term is defined in Accounting Standards Codification Topic 718 (or any successor thereto) or otherwise affects the Shares, then the Committee shall adjust the following in a manner that is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan:

(A)

the number and type of Shares or other securities which thereafter may be made the subject of Awards including the limit specified in Section 4(a)(i) regarding the number of shares that may be granted in the form of Restricted Stock, Restricted Stock Units, Performance Awards, or Other Stock-Based Awards;

(B)

the number and type of Shares or other securities subject to outstanding Awards;

(C)

the grant, purchase, or exercise price with respect to any Award, or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; and

(D)

other value determinations applicable to outstanding awards.

PROVIDED, HOWEVER, in each case, that with respect to Awards of Incentive Stock Options no such adjustment shall be authorized to the extent that such authority would cause the Plan to violate Section 422(b)(1) of the Code or any successor provision thereto; and PROVIDED FURTHER, HOWEVER, that the number of Shares subject to any Award denominated in Shares shall always be a whole number.

(ii) ADJUSTMENTS OF AWARDS UPON CERTAIN ACQUISITIONS. In the event the Company or any Affiliate shall assume outstanding employee awards or the right or obligation to make future such awards in connection with the acquisition of another business or another corporation or business entity, the Committee may make such adjustments, not inconsistent with the terms of the Plan, in the terms of Awards as it shall deem appropriate in order to achieve reasonable comparability or other equitable relationship between the assumed awards and the Awards granted under the Plan as so adjusted.

(iii) ADJUSTMENTS OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR NONRECURRING EVENTS. The Committee shall be authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits to be made available under the Plan.

SECTION 5. ELIGIBILITY

Any Spin-Off Participant shall be eligible to be designated a Participant.

SECTION 6. AWARDS

(a) OPTIONS. The Committee is hereby authorized to grant Options to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:

(i) EXERCISE PRICE. The purchase price per Share purchasable under an Option shall be determined by the Committee; provided, however, and except as provided in Section 4(b), that such purchase price shall not be less than 100% of the Fair Market Value of a Share on the date of grant of such Option unless such Option is assumed in connection with the Spin-Off.

(ii) OPTION TERM. The term of each Option shall not exceed ten (10) years from the date of grant.

(iii) TIME AND METHOD OF EXERCISE. The Committee shall establish in the applicable Award Agreement the time or times at which an Option may be exercised in whole or in part, and the method or methods by which, and the form or forms, including, without limitation, cash, Shares, or other Awards, or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price, in which, payment of the exercise price with respect thereto may be made or deemed to have been made.

(iv) INCENTIVE STOCK OPTIONS. The terms of any Incentive Stock Option granted under the Plan shall be designed to comply in all respects with the provisions of Section 422 of the Code, or any successor provision thereto, and any regulations promulgated thereunder. For the avoidance of doubt, Incentive Stock Options shall not be granted to Directors. Notwithstanding anything in this Section 6(a) to the contrary, Options designated as Incentive Stock Options shall not be eligible for treatment under the Code as Incentive Stock Options (and will be deemed to be Non-Qualified Stock Options) to the extent that either (1) the aggregate Fair Market Value of Shares (determined as of the time of grant) with respect to which such Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any subsidiary) exceeds $100,000, taking Options into account in the order in which they were granted, or (2) such Options otherwise remain exercisable but are not exercised within three (3) months of termination of employment (or such other period of time provided in Section 422 of the Code).

(b) STOCK APPRECIATION RIGHTS. The Committee is hereby authorized to grant Stock Appreciation Rights to Participants. Subject to the terms of the Plan and any applicable Award Agreement, a Stock Appreciation Right granted under the Plan shall confer on the holder thereof a right to receive, upon exercise thereof, the excess of (1) the Fair Market Value of one Share on the date of exercise over (2) the grant price of the right as specified by the Committee.

(i) GRANT PRICE. The grant price per share of each Stock Appreciation Right shall be determined by the Committee, provided, however, and except as provided in Section 4(b), that such price shall not be less than 100% of the Fair Market Value of one Share on the date of grant of the Stock Appreciation Right, except that if a Stock Appreciation Right is at any time granted in tandem to an Option, the grant price of the Stock Appreciation Right shall not be less than the exercise price of such Option.

(ii) TERM. The term of each Stock Appreciation Right shall not exceed ten (10) years from the date of grant.

(iii) TIME AND METHOD OF EXERCISE. The Committee shall establish in the applicable Award Agreement the time or times at which a Stock Appreciation Right may be exercised in whole or in part.

(i) ISSUANCE. The Committee is hereby authorized to grant Awards of Restricted Stock and Restricted Stock Units to Participants.

(ii) RESTRICTIONS. Awards of Restricted Stock and Restricted Stock Units shall be subject to such restrictions as the Committee may establish in the applicable Award Agreement (including, without limitation, any limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend or other right), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate. Unrestricted Shares, evidenced in such manner as the Committee shall deem appropriate, shall be delivered to the holder of Restricted Stock promptly after such restrictions have lapsed.

(iii) REGISTRATION. Any Restricted Stock or Restricted Stock Units granted under the Plan may be evidenced in such manner as the Committee may deem appropriate, including, without limitation, book-entry registration or issuance of a stock certificate or certificates. In the event any stock certificate is issued in respect of Shares of Restricted Stock granted under the Plan, such certificate shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock.

(iv) FORFEITURE. Upon termination of employment during the applicable restriction period, except as determined otherwise by the Committee, all Shares of Restricted Stock and all Restricted Stock Units still, in either case, subject to restriction shall be forfeited and reacquired by the Company.

(d) PERFORMANCE AWARDS. The Committee is hereby authorized to grant Performance Awards to Participants. Performance Awards include arrangements under which the grant, issuance, retention, exercisability, vesting and/or transferability of any Award is subject to such Performance Criteria and such additional conditions or terms as the Committee may designate. Subject to the terms of the Plan and any applicable Award Agreement, a Performance Award granted under the Plan:

(i) may be denominated or payable in cash, Shares (including, without limitation, Restricted Stock), other securities, or other Awards; and

(ii) shall confer on the holder thereof rights valued as determined by the Committee and payable to, or exercisable by, the holder of the Performance Award, in whole or in part, upon the achievement of such performance goals during such Performance Periods as the Committee shall establish.

(e) DIVIDEND EQUIVALENTS. The Committee is hereby authorized to grant to Participants Awards (other than Options and Stock Appreciation Rights) under which the holders thereof shall be entitled to receive payments equivalent to dividends or interest with respect to a number of Shares determined by the Committee, and the Committee may provide that such amounts (if any) shall be deemed to have been reinvested in additional Shares and paid out only on and when Shares actually vest, are earned or are received under such Awards. Subject to the terms of the Plan and any applicable Award Agreement, such Awards may have such terms and conditions as the Committee shall determine.

(f) OTHER STOCK-BASED AWARDS. The Committee is hereby authorized to grant to Participants such other Awards, including, but not limited to, Deferred Stock Units, that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation, securities convertible into Shares), as are deemed by the Committee to be consistent with the purposes of the Plan, provided, however, that such grants must comply with applicable law. Subject to the terms of the Plan and any applicable Award Agreement, the Committee shall determine the terms and conditions of such Awards. Shares or other securities delivered pursuant to a purchase right granted under this Section 6(f) shall be purchased for such consideration, which may be paid by such method or methods and in such form or forms, including, without limitation, cash, Shares, other securities, or other Awards, or any combination thereof, as the Committee shall determine, the value of which consideration, as established by the Committee, and except as provided in Section 4(b), shall not be less than the Fair Market Value of such Shares or other securities as of the date such purchase right is granted.

(g) GENERAL.

(i) NO CASH CONSIDERATION FOR AWARDS. Awards shall be granted for no cash consideration or for such minimal cash consideration as may be required by applicable law.

(ii) AWARDS MAY BE GRANTED SEPARATELY OR TOGETHER. Awards may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution for any other Award or any award granted under any other plan of the Company or any Affiliate. Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted under any other plan of the Company or any Affiliate, may be granted either at the same time as or at a different time from the grant of such other Awards or awards.

(iii) FORMS OF PAYMENT UNDER AWARDS. Subject to the terms of the Plan and of any applicable Award Agreement, payments or transfers to be made by the Company or an Affiliate upon the grant, exercise, or payment of an Award may be made in such form or forms as the Committee shall determine, including, without limitation, cash, Shares, rights in or to Shares issuable under the Award or other Awards, other securities, or other Awards, or any combination thereof, and may be made in a single payment or transfer, in installments, or on a deferred basis, in each case in accordance with rules and procedures established by the Committee. Such rules and procedures may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of Dividend Equivalents in respect of installment or deferred payments.

(iv) LIMITS ON TRANSFER OF AWARDS. Except as provided by the Committee, no Award and no right under any such Award, shall be assignable, alienable, saleable, or transferable by a Participant otherwise than by will or by the laws of descent and distribution provided, however, that, if so determined by the Committee, a Participant may, in the manner established by the Committee, designate a beneficiary or beneficiaries to exercise the rights of the Participant with respect to any Award upon the death of the Participant. Each Award, and each right under any Award, shall be exercisable, during the Participant’s lifetime, only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative. No Award and no right under any such Award, may be pledged, alienated, attached, or otherwise encumbered, and any purported pledge, alienation, attachment, or encumbrance thereof shall be void and unenforceable against the Company or any Affiliate.

(v) PER-PERSON LIMITATION FOR SALARIED EMPLOYEES. The aggregate dollar value of any Awards granted to a Salaried Employee under the Plan (based on the grant date fair value of Awards as determined for financial reporting purposes, which shall be calculated based on the target value for any performance based award) in any fiscal year may not exceed $20,000,000.

(vi) PER-PERSON LIMITATION FOR DIRECTORS. The aggregate dollar value of (A) any Awards (excluding the Spin-Off Awards) granted to a Director under the Plan (based on the grant date fair value of Awards as determined for financial reporting purposes) and (B) any cash or other compensation that is not equity-based and that is paid by the Company under the Plan with respect to the Director’s service as a Director for any fiscal year may not exceed $1,500,000. The Committee may make exceptions to the foregoing limit for a Director or committee of Directors, as it may determine in its discretion, provided that (C) the aggregate dollar value of any such additional compensation may not exceed $1,000,000 for the fiscal year and (D) the Director receiving such additional compensation does not participate in the decision to award such compensation.

(vii) CONDITIONS AND RESTRICTIONS UPON SECURITIES SUBJECT TO AWARDS. The Committee may provide that the Shares issued upon exercise of an Option or Stock Appreciation Right or otherwise subject to or issued under an Award shall be subject to such further agreements, restrictions, conditions or limitations as the Committee in its discretion may specify prior to the exercise of such Option or Stock Appreciation Right or the grant, vesting or settlement of such Award, including without limitation, conditions on vesting or transferability and forfeiture or repurchase provisions or provisions on payment of taxes arising in connection with an Award. Without limiting the foregoing, such restrictions may address the timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any Shares issued under an Award, including without limitation: (A) restrictions under an insider trading policy or pursuant to applicable law, (B) restrictions designed to delay and/or coordinate the timing and manner of sales by Participant and holders of other Company equity compensation arrangements, (C) restrictions as to the use of a specified brokerage firm for such resales or other transfers and (D) provisions requiring Shares to be sold on the open market or to the Company in order to satisfy tax withholding or other obligations.

(viii) SHARE CERTIFICATES. All Shares or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares or other securities are then listed, and any applicable Federal, state, or local securities laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

(ix) NO REPRICING. Except in connection with a corporate transaction or adjustment described in Section 4(b) of the Plan, the terms of outstanding Options, Stock Appreciation Rights or other Stock-Based Awards encompassing rights to purchase Shares that have an exercise or purchase price in excess of the Fair Market Value of a Share may not be amended to reduce the exercise or purchase price of such Awards, and any such outstanding Options, Stock Appreciation Rights or other Stock-Based Awards encompassing rights to purchase Shares may not be exchanged for cash or property, other Awards, or Options, Stock Appreciation Rights or other Stock-Based Awards encompassing rights to purchase Shares with an exercise or purchase price that is less than the exercise or purchase price of the original Awards, in each case unless approved by shareowners.

(x) RECOUPMENT. The Plan will be administered in compliance with Section 10D of the Securities Exchange Act of 1934, as amended, any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which the Shares may be traded, and any Company policy adopted with respect to compensation recoupment. This Section 6(g)(x) will not be the Company’s exclusive remedy with respect to such matters.

SECTION 7. AMENDMENT AND TERMINATION

Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the Plan:

(a) AMENDMENTS TO THE PLAN. The Board may amend, alter, suspend, discontinue, or terminate the Plan, in whole or in part; provided, however, that without the prior approval of the Company’s shareowners, no material amendment shall be made if shareowner approval is required by law, regulation, or stock exchange, and; PROVIDED, FURTHER, that, notwithstanding any other provision of the Plan or any Award Agreement, no such amendment, alteration, suspension, discontinuation, or termination shall be made without the approval of the shareowners of the Company that would:

(i) increase the total number of Shares available for Awards under the Plan, except as provided in Section 4 hereof; or

(ii) amend Section 6(g)(ix) or, except as provided in Section 4(b), permit Options, Stock Appreciation Rights, or other Stock-Based Awards encompassing rights to purchase Shares to be repriced, replaced, or exchanged as described in Section 6(g)(ix).

(b) AMENDMENTS TO AWARDS. Subject to Section 6(g)(ix), the Committee may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue, or terminate, any Awards theretofore granted, prospectively or retroactively. No such amendment or alteration shall be made which would impair the rights of any Participant, without such Participant’s consent, under any Award theretofore granted, provided that no such consent shall be required with respect to any amendment or alteration if the Committee determines in its sole discretion that such amendment or alteration either (i) is required or advisable in order for the Company, the Plan or the Award to satisfy or conform to any law or regulation or to meet the requirements of any accounting standard, or (ii) is not reasonably likely to significantly diminish the benefits provided under such Award.

SECTION 8. GENERAL PROVISIONS

(a) NO RIGHTS TO AWARDS. No Salaried Employee, Participant or other Person shall have any claim to be granted any Award under the Plan, or, having been selected to receive an Award under this Plan, to be selected to receive a future Award, and further there is no obligation for uniformity of treatment of Salaried Employees, Participants, or holders or beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to each recipient.

(b) WITHHOLDING. The Company or any Affiliate shall be authorized to withhold from any Award granted or any payment due or transfer made under any Award or under the Plan the amount (in cash, Shares, other securities, or other Awards) of taxes required or permitted to be withheld (up to the maximum statutory tax rate in the relevant jurisdiction) in respect of an Award, its exercise, or any payment or transfer under such Award or under the Plan and to take such other action as may be necessary or appropriate in the opinion of the Company or Affiliate to satisfy withholding taxes.

(c) NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases.

(d) NO RIGHT TO EMPLOYMENT. The grant of an Award shall not constitute an employment contract nor be construed as giving a Participant the right to be retained in the employ of the Company or any Affiliate. Further, the Company or an Affiliate may at any time dismiss a Participant from employment, free from any liability, or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Agreement.

(e) GOVERNING LAW. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of New York and applicable Federal law without regard to conflict of law.

(f) SEVERABILITY. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction, or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person, or Award, and the remainder of the Plan and any such Award shall remain in full force and effect.

(g) NO TRUST OR FUND CREATED. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or any Affiliate.

(h) NO FRACTIONAL SHARES. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, or other securities shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled, terminated, or otherwise eliminated.

(i) HEADINGS. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

(j) INDEMNIFICATION. Subject to requirements of New York State law, each individual who is or shall have been a member of the Board, or a Committee appointed by the Board, or an officer or manager of the Company to whom authority was delegated in accordance with Section 3, shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under this Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his/her own behalf, unless such loss, cost, liability, or expense is a result of his/her own willful misconduct or except as expressly provided by statute. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such individuals may be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

(k) COMPLIANCE WITH SECTION 409A OF THE CODE. Except to the extent specifically provided otherwise by the Committee, Awards under the Plan are intended to be exempt from or satisfy the requirements of Section 409A of the Code (and the Treasury Department guidance and regulations issued thereunder) so as to avoid the imposition of any additional taxes or penalties under Section 409A of the Code. If the Committee determines that an Award, Award Agreement, payment, distribution, deferral election, transaction or any other action or arrangement contemplated by the provisions of the Plan would, if undertaken, cause a Participant to become subject to any additional taxes or other penalties under Section 409A of the Code, then unless the Committee specifically provides otherwise, such Award, Award Agreement, payment, distribution, deferral election, transaction or other action or arrangement

shall not be given effect to the extent it causes such result and the related provisions of the Plan and/or Award Agreement will be deemed modified, or, if necessary, suspended in order to comply with the requirements of Section 409A of the Code to the extent determined appropriate by the Committee, in each case without the consent of or notice to the Participant.

(l) NO REPRESENTATIONS OR COVENANTS WITH RESPECT TO TAX QUALIFICATION. Although the Company may endeavor to (i) qualify an Award for favorable U.S. or foreign tax treatment (e.g., incentive stock options under Section 422 of the Code or French qualified stock options) or (ii) avoid adverse tax treatment (e.g., under Section 409A of the Code), the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment. The Company shall be unconstrained in its corporate activities without regard to the potential negative tax impact on holders of Awards under the Plan.

(m) AWARDS TO NON-U.S. EMPLOYEES. The Committee shall have the power and authority to determine which Affiliates shall be covered by this Plan and which employees outside the U.S. shall be eligible to participate in the Plan. The Committee may adopt, amend or rescind rules, procedures or sub-plans relating to the operation and administration of the Plan to accommodate the specific requirements of local laws, procedures, and practices. Without limiting the generality of the foregoing, the Committee is specifically authorized to adopt rules, procedures and sub-plans with provisions that limit or modify rights on death, disability or retirement or on termination of employment; available methods of exercise or settlement of an award; payment of income, social insurance contributions and payroll taxes; the withholding procedures and handling of any stock certificates or other indicia of ownership which vary with local requirements. The Committee may also adopt rules, procedures or sub-plans applicable to particular Affiliates or locations.

(n) COMPLIANCE WITH LAWS. The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or stock exchanges on which the Company’s securities are listed as may be required. The Company shall have no obligation to issue or deliver evidence of title for Shares issued under the Plan prior to:

(i) obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and

(ii) completion of any registration or other qualification of the Shares under any applicable national or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable or at a time when any such registration or qualification is not current, has been suspended or otherwise has ceased to be effective.

The inability or impracticability of the Company to obtain or maintain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

SECTION 9. EFFECTIVE DATE OF THE PLAN

The Plan shall become effective as of the date of the consummation of the Spin-Off (the “Effective Date”).

SECTION 10. TERM OF THE PLAN

No Award shall be granted under the Plan other than the Spin-Off Awards. However, unless otherwise expressly provided in the plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond such date, and the authority of the Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award, or to waive any conditions or rights under any such Award, and the authority of the Board to amend the Plan, shall extend beyond such date.

Exhibit 10.4

GE VERNOVA INC.

2024 EMPLOYEE STOCK PURCHASE PLAN

1. Purpose of the Plan. The purpose of the Plan is to provide an opportunity for eligible employees of the Company and Designated Subsidiaries to obtain an ownership interest in the Company through purchases of Shares, as an incentive to promote the profitable growth of the Company. A component of the Plan permits the purchase of Shares through an “employee stock purchase plan,” within the meaning of Section 423(b) of the Code, and to the extent such Shares are purchased through that portion of the Plan, it is intended that such portion of the Plan be treated as a separate plan which shall comply with Section 423 of the Code in all respects. Separately, to the extent provided in Section 17 and Section 26 of this Plan document, certain provisions of this Plan document govern the purchase of Shares other than through the portion of the Plan governed by Section 423 of the Code and it is intended that such purchases shall not be subject to the requirements of Section 423 of the Code.

2. Definitions.

(a) “Board” means the Company’s Board of Directors.

(b) “Change in Control” means the occurrence of any of the following events:

(i) A change in the ownership of the Company that occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company; provided, however, that for purposes of this Section 2(b)(i) if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of fifty percent (50%) or more of the total voting power of the stock of the Company or of the ultimate parent entity of the Company, such event shall not be considered a Change in Control under this Section 2(b)(i). For this purpose, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities;

(ii) A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this Section 2(b)(ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or

(iii) A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this Section 2(b)(iii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this Section 2(b)(iii)(B)(3). For purposes of this Section 2(b)(iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

For purposes of this Section 2(b), Persons will 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 Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A of the Code. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its primary purpose is to change the jurisdiction of the Company’s incorporation, or (ii) its primary purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

(d) “Committee” the Compensation Committee of the Board, or any other committee of members of the Board appointed by the Board to administer the Plan, or if none, all references to “Committee” in the Plan shall be references to the Board.

(e) “Company” means GE Vernova Inc.

(f) “Compensation” of an Eligible Employee means, unless otherwise determined by the Committee, the base compensation received by such Eligible Employee as compensation for services to the Company or any Designated Subsidiary, excluding payments for overtime, shift differentials, incentive compensation, bonuses, and other special payments, fees, allowances or extraordinary compensation.

(g) “Custodian” means the Company, unless the Committee, in its sole discretion, designated a third party be the custodian of the Plan.

(h) “Designated Subsidiary” means any Subsidiary which is designated as a participating subsidiary by the Committee, as listed in Exhibit A attached hereto.

(i) “Discounted Purchase Price” shall have the meaning ascribed to such term in Section 8 of the Plan.

(j) “Eligible Employee” means any individual who is a common law employee providing services to the Company or a Designated Subsidiary; provided, however, that the Committee retains the discretion to determine which Eligible Employees may participate in an Offering Period pursuant to and consistent with U.S. Treasury Regulation Sections 1.423-2(a) and (e) and the Committee also retains the discretion to otherwise define “Eligible Employee” pursuant to Section 26 for International Participants. For purposes of clarity, the term “Eligible Employee” shall not include any individual performing services for the Company or a Designated Subsidiary under an independent contractor or consulting agreement, a purchase order, a supplier agreement, or any other agreement that the Company or a Designated Subsidiary entered into for services, regardless of any subsequent reclassification of that individual as an employee by the Company or a Designated Subsidiary, any governmental agency, or any court.

(k) “Enrollment Date” means the first Trading Day of an Offering Period.

(l) “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder.

(m) “Non-Eligible Employee” shall have the meaning ascribed to such term in Section 11(a) below.

(n) “Offering” means an offer under the Plan of a right to purchase Shares during an Offering Period as further described in Section 8 below. Unless otherwise specified by the Committee, each Offering to the Eligible Employees of the Company or a Designated Subsidiary shall be deemed a separate Offering, even if the dates and other terms of the applicable Offering Periods of each such Offering are identical, and the provisions of the Plan will separately apply to each Offering. To the extent permitted by Treas. Reg. § 1.423-2(a)(1), the terms of each separate Offering intended to comply with the requirement of Section 423 of the Code (and regulations promulgated thereunder) (a “Section 423 Offering”) need not be identical, provided that the terms of the Section 423 Offering thereunder together satisfy Treas. Reg. § 1.423-2(a)(2) and (a)(3). The Committee may also elect to provide Offerings which are not intended to comply with the requirements of Section 423 of the Code (and regulations promulgated thereunder) (a “Non-423 Offering”).

(o) “Offering Period” means a period beginning on such date as may be determined by the Committee in its discretion and ending on such Purchase Date as may be determined by the Committee in its discretion, in each case on a uniform and nondiscriminatory basis. The duration and timing of Offering Periods may be changed pursuant to Sections 8(a) and 24 below.

(p) “Participant” means an Eligible Employee who participates in the Plan.

(q) “Plan” means the GE Vernova Inc. 2024 Employee Stock Purchase Plan.

(r) “Purchase Date” means the last Trading Day of the Purchase Period.

(s) “Purchase Period” means the period (or periods), as determined by the Committee in its discretion on a uniform and nondiscriminatory basis, during an Offering Period that commences on the Offering Period’s Enrollment Date and ends on the next Purchase Date, except that if the Committee determines that more than one Purchase Period should occur within an Offering Period, subsequent Purchase Periods within such Offering Period commence after one Purchase Date and end with the next Purchase Date at such time or times as the Committee determines prior to the commencement of the Offering Period.

(t) “Service Provider” means the third-party service provider to the Plan, as designated by the Company.

(u) “Shares” means shares of the Company’s common stock, $0.01 par value per share.

(v) “Subsidiary” means any corporation (whether or not in existence at the time the Plan is adopted) which is a subsidiary of the Company under the definition of “subsidiary corporation” contained in Section 424(f) of the Code, or any similar provision hereafter enacted.

(w) “Trading Day” means a day that the primary stock exchange (or national market system, or other trading platform, as applicable) upon which the Shares are listed is open for trading.

3. Shares Subject to the Plan. The number of Shares available for purchase under the Plan shall be equal to two percent (2%) of the total number of Shares outstanding upon the consummation of the spin-off of the Company from General Electric Company. The number of Shares which may be issued under the Plan shall be equitably adjusted by the Committee to reflect any stock dividend, stock split, recapitalization, share combination, or similar change in the capitalization of the Company. The Shares available for purchase under the Plan may be authorized but unissued shares, treasury shares or shares acquired in the open market or otherwise. All of the available Shares shall be available as part of this Plan which is subject to Section 423 of the Code.

4. Eligibility Requirements and Joining the Plan.

(a) With respect to any Section 423 Offerings, any Eligible Employee of the Company or a Designated Subsidiary shall be “eligible” to participate in the Plan other than employees who, immediately after the grant of the right to purchase Shares hereunder, would own (within the meaning of Section 423(b)(3) of the Code) shares (including Shares which such employee may purchase under the Plan or shares under any outstanding option) possessing five percent (5%) or more of the total combined voting power or value of all classes of the capital stock of the Company or of any Subsidiary. The Committee may determine, in its sole discretion, that any of the following types of employees shall be excluded from participation in the Plan, or from any Offering Period: (i) employees whose “customary employment” is twenty (20) hours or less per week, (ii) employees whose customary employment is for not more than five (5) months in any calendar year, (iii) employees who have been employed for less than two (2) years from hire date, (iv) employees who are highly compensated employees within the meaning of Section 414(q) of the Code, or (v) employees who are officers subject to the disclosure requirements of Section 16(a) of the Exchange Act.

(b) Any Eligible Employee may enroll in the Plan by contacting the Service Provider. Except in the case of subsequent ineligibility or withdrawal from the Plan, he or she may commence payroll deductions as of the Enrollment Date of the first Offering Period following their enrollment in the Plan, provided that the enrollment is completed prior to the Enrollment Date and in accordance with rules established by the Committee.

5. Stock Purchases Through Payroll Deductions.

(a) A Participant wishing to purchase Shares pursuant to the Plan must do so by payroll deduction in accordance with rules established by the Committee. A Participant may specify the amount to be deducted from his or her Compensation in an amount that may not exceed any maximum or minimum limits determined by the Committee, which may be expressed as a percentage of Compensation or a dollar amount, in its sole discretion. In the event that a Participant’s weekly net pay is insufficient to meet the contribution requirements of this Section 5(a), the Participant shall be given the opportunity during each Offering Period to pay to the Custodian any or all of the contributions that would have been made during such Offering Period had net pay been sufficient to do so. Such payment, if any, must be made in the time period prescribed by the Committee.

(b) Pursuant to rules established by the Committee, a Participant may, by contacting the Service Provider, (i) increase or decrease the amount to be deducted from his or her Compensation effective as of the first full pay period of the next Offering Period; or (ii) cease all deductions from his or her Compensation as soon as practicable thereafter by withdrawing from the Plan as described in Section 11 below.

(c) Notwithstanding the foregoing, with respect to Shares acquired pursuant to Section 423 Offerings, no Participant shall have the right to purchase Shares under the Plan if such right would permit such employee to purchase Shares under the Plan and shares under all other “employee stock purchase plans,” as defined in Section 423(b) of the Code, of the Company and its Subsidiaries at an aggregate rate exceeding $25,000 of the fair market value of such shares (determined as of the date such right to purchase is granted) for each calendar year in which such right to purchase is outstanding at any time, as in accordance with the provisions of Section 423(b)(8) of the Code and any regulations promulgated thereunder. In addition, no Participant may purchase greater than 4,000 Shares during each Offering Period, as determined by the Committee prior to the beginning of the applicable Offering Period.

6. Maintenance of Employees’ Contributions. The Company will retain, on behalf of each Participant, the amounts withheld from each Participant’s Compensation pursuant to Section 5(a). The Company will apply such amounts to the Participant’s purchase of Shares in accordance with the provisions of the Plan. No interest will be paid to the Participants on such amounts.

7. Duties of Custodian; Stock Purchase Accounts. The Company will hold as Custodian all funds received by it under the Plan and all of the Shares acquired under the Plan, until delivery thereof to the Participants hereunder. The Custodian or its designee shall establish and maintain an account in the name of each Participant for the purpose of tracking (i) the amounts withheld from such Participant’s Compensation pursuant to Section 5(a), (ii) the number of whole and fractional Shares held by such Participant, and (iii) the amount of any dividends or other distributions paid on Shares held in such Participant’s account. The Custodian may rely on all orders, requests, and instructions with respect to the Plan given in writing and signed by the Chairman of the Committee and the Custodian shall not be liable to any person for any action taken in accordance therewith.

8. Purchase of Shares.

(a) The Committee shall determine, in its sole discretion, at least ten (10) business days prior to an Enrollment Date, the length of an Offering Period under the Plan, and whether there shall be one or multiple Purchase Periods during each Offering Period. The Committee may, in its discretion, change the length of an Offering Period or a Purchase Period from time to time, and may change the number of Purchase Periods within an Offering Period from time to time; provided, that any change in the Offering Period or Purchase Period(s) must be announced at least ten (10) business days prior to the Enrollment Date of the next Offering Period; and provided further, that in no event shall an Offering Period be greater than twenty-seven (27) months following an Enrollment Date.

(b) On the applicable Purchase Date, the Custodian shall apply the funds accumulated in each Participant’s account pursuant to Section 5(a) to the purchase of Shares. Unless otherwise determined and announced by the Committee at least ten (10) business days prior to the applicable Enrollment Date, the purchase price of Shares as of the Purchase Date shall be eighty-five percent (85%) of the closing price of a Share as quoted on the New York Stock Exchange on either (i) the last day of the Purchase Period during which trading in securities generally occurs on the New York Stock Exchange, or (ii) the first day of the Purchase Period during which trading in securities generally occurs on the New York Stock Exchange, whichever is lower (the “Discounted Purchase Price”). The Committee may, in its discretion, change the Discounted Purchase Price from time to time; provided, that any change in the Discounted Purchase Price must be announced at least ten (10) business days prior to the applicable Enrollment Date in order to be effective for that Offering Period. In the event that the Discounted Purchase Price is less than eighty-five percent (85%) of the closing price of a Share as quoted on the New York Stock Exchange on either (i) the last day of the Purchase Period during which trading in securities generally occurs on the New York Stock Exchange, or (ii) the first day of the Purchase Period during which trading in securities generally occurs on the New York Stock Exchange, whichever is lower, the Offering shall be a Non-423 Offering; provided, that in no event may the discount provided for the Discounted Purchase Price be greater than twenty percent (20%). The Custodian shall purchase as many whole Shares (and, if permitted by the rules of the Committee on a uniform and prospective basis, fractional Shares) at the Discounted Purchase Price as may be purchased with the funds accumulated in each Participant’s account pursuant to Section 5(a) as of the Purchase Date. Notwithstanding the foregoing, the Custodian shall have the right to defer the purchase of Shares during periods of extreme market instability whenever the Custodian determines that such a deferred purchase will protect the interests of Participants. All purchases of Shares shall be made in the name of the Custodian or its nominee. If the purchases for all Participants for any Purchase Period would otherwise cause the aggregate number of Shares sold under the Plan to exceed the number of Shares specified in Section 3 of the Plan, each Participant shall be allocated a pro rata portion of the Shares to be sold for such Purchase Period.

9. Transfer of Shares to Participants.

(a) A Participant at any time may request that the Shares accumulated on his or her behalf under the Plan be transferred from the name of the Custodian into the name of the Participant. The Company can issue Shares on a certificated or non-certificated basis. Subject to the proviso contained in Section 9(b) below, a record of the transfer of such Shares shall be issued to the Participant. Following such transfer, no dividends paid on transferred Shares owned by Participants will be reinvested under the Plan in accordance with Section 17.

(b) Shares acquired under the Plan may not be sold, transferred from the name of the Custodian into the name of the Participant or otherwise disposed of for at least one (1) year after the date on which the Shares were acquired by the Custodian for the account of the Participant, except in the case of termination of employment, retirement, death, or disability, and may not otherwise be assigned, transferred, pledged or otherwise disposed of other than by will or the laws of descent and distribution.

10. Shares Retained by Custodian. All rights accruing to an owner of record of Shares held by the Custodian shall belong to and be vested in the Participant for whose account such Shares are being held, including the right to all dividends declared in respect of such Shares, and the right to receive all notices of shareholders’ meetings and to vote thereat to the same extent as if such Shares were held for the Participant in street name by a member firm of the New York Stock Exchange.

11. Withdrawal from the Plan.

(a) Involuntary Withdrawal. Any Participant who for any reason ceases to be eligible to participate in the Plan, but continues to be employed by the Company or any Designated Subsidiary (“Non-Eligible Employee”) shall be withdrawn from the Plan and shall no longer be eligible to purchase Shares pursuant to the Plan. All payroll deductions shall cease to be effective as of the first date of ineligibility. The rules of the Committee shall specify, on a uniform and prospective basis, whether any payroll deductions in the Non-eligible Employee’s account shall be (i) applied to purchase Shares in accordance with the applicable provisions of the Plan or (ii) distributed to the Non-eligible Employee in cash within thirty (30) days after the end of the Purchase Period. No interest will accrue for the benefit of, or be payable to, the Non-Eligible Employee with respect to any such amounts. Previously purchased Shares may be retained by the Custodian, unless otherwise instructed by the Non-eligible Employee. Dividends paid on Shares after the date of ineligibility shall continue to be reinvested under the Plan in accordance with Section 17.

(b) Voluntary Withdrawal. Any Participant may voluntarily withdraw from the Plan by submitting a request for withdrawal to the Service Provider in accordance with rules established by the Committee. All payroll deductions shall cease to be effective as soon as administratively practicable thereafter, and the amount of any payroll deductions in his or her

account shall be applied to purchase Shares in accordance with the applicable provisions of the Plan, unless the Participant’s withdrawal request includes an election to receive the entire cash balance in his or her account in cash in accordance with rules established by the Committee. No interest will accrue for the benefit of, or be payable to, the withdrawing Participant with respect to any such amounts. Previously purchased Shares may be retained by the Custodian, unless otherwise instructed by the Participant. Dividends paid on such Shares shall continue to be reinvested under the Plan in accordance with Section 17. A Participant who voluntarily withdraws from the Plan will not be eligible to reenter the Plan until next Enrollment Date following the date of such withdrawal and only if he or she complies with the provisions of Section 4(b) of the Plan.

12. Termination of Employment, Retirement, Disability, and Death. If employment of any Participant with the Company or any Designated Subsidiary shall terminate prior to the end of any Offering Period because of his or her termination, retirement, death, or disability, then all further payroll deductions shall cease as of the date of such termination. Further, the Committee may, in accordance with its regular processes and procedures developed within its discretion, automatically distribute to such Participant (or the Participant’s beneficiary or estate as provided for herein) the entire cash balance in his or her account in cash, together with all Shares held by the Custodian which have been allocated to his or her account and cash equal to any fractional Share in such account. No interest will accrue for the benefit of, or be payable to, the Participant (or the Participant’s beneficiary or estate) with respect to any such amounts.

13. Beneficiary. A Participant may designate a beneficiary in accordance with rules established by the Committee. The Participant’s most recent designation shall apply at the time of death. If, at the time of the Participant’s death, there is no beneficiary designated or surviving, the beneficiary shall be the Participant’s estate. Determination of the beneficiary in each case shall be made by the Custodian.

14. Transferability of Interest in the Plan. The right to purchase Shares which is granted hereunder shall not be assignable or transferable by the Participant and may be exercised only by the Participant. Participants may not in any manner assign or create a lien on any funds or Shares held under the Plan. Except as otherwise required by law, the Custodian will in no event recognize or honor an attempted assignment of, or creation of a security interest in, or attachment by creditors of, any funds or Shares held under the Plan.

15. Administration of the Plan. The Plan shall be administered by the Committee. The Committee’s determinations as to any questions which may arise with respect to the interpretation of the Plan provisions shall be final and binding, and the Committee may prescribe such rules as the Committee deems necessary to effectuate the provisions of the Plan. The Committee shall receive no additional compensation for serving as administrator of the Plan. The Committee may delegate its authority to administer the Plan to a Custodian and/or to such directors, officers, employees or agents of the Company as it may deem appropriate from time to time.

16. Expenses. The Company shall pay all costs of administering the Plan, except that the Participant shall pay the costs associated with the sale of any Shares that the Participant chooses to sell and the costs associated with the issuance of Shares upon withdrawal from the Plan or upon the request of the Participant.

17. Dividends.

(a) All cash dividends and other cash distributions paid on Shares held in a Participant’s account shall be used to purchase Shares in the open market on the dividend payment date or as promptly thereafter as practicable and such Shares shall be treated as being acquired through a Non-423 Offering and shall not be taken into account in applying the limitations under Sections 3 or 5. The price per Share of Shares purchased pursuant to this Section 17 shall be the weighted average price per share at which the Shares are actually purchased in the open market for the relevant dividend payment date on behalf of all Participants. The Custodian shall purchase as many whole Shares and fractional Shares as may be purchased with the amount of cash dividends and other cash distributions paid on Shares held on each Participant’s account. Notwithstanding the foregoing, the Custodian shall have the right to defer the purchase of Shares during periods of extreme market instability whenever the Custodian determines that such deferred purchase will protect the interests of Participants. All purchases of Shares shall be made in the name of the Custodian or its nominee.

(b) All non-cash dividends and other non-cash distributions paid on Shares held in a Participant’s account shall be held by the Custodian for the benefit of such Participant, subject to such rules as may be established by the Committee.

18. Government Regulations. The obligation of the Company with respect to rights under the Plan shall be subject to all applicable laws, rules, and regulations and such approvals by any governmental agency as may be required, including, without limitation, the effectiveness of any registration statement required under the Securities Act of 1933, as amended, and the rules and regulations of the New York Stock Exchange or any other securities exchange on which the stock may be listed. If any of the terms or provisions of the Plan conflict with the requirements of Section 423 of the Code, other than any such terms or provisions which expressly state that Share purchases are being made under Non-423 Offerings, then such terms or provisions, as they apply to Section 423 Offerings, shall be deemed inoperative to the extent they so conflict with the requirements of Section 423 of the Code. With respect to purchases of Shares under this Plan which are pursuant to Section 423 Offerings, if the Plan does not contain any provision required to be included herein under Section 423 of the Code, such provision shall be deemed to be incorporated herein with the same force and effect as if such provision had been set out at length herein.

19. Governing Law. The Plan shall be governed by and construed in accordance with the laws of the State of Delaware without regard to any state’s conflicts of law principles.

20. No Right to Employment and Other Employment Rights. Nothing in the Plan shall be construed as giving any Participant the right to be retained as an employee of the Company or any subsidiary, nor will it affect in any way the right of the Company or any subsidiary to terminate any Participant’s employment at any time, with or without cause, subject to applicable law. In addition, the Company or a subsidiary may at any time dismiss a Participant from employment free from any liability or any claim under the Plan, unless

otherwise expressly provided in the Plan. Neither the value of the Shares nor the discount derived from the Purchase Price shall be added to a Participant’s income for the purpose of calculating any employee benefits. Participation in the Plan is at the discretion of eligible employees. No representation or warranty is given by the Company or the Committee as to the present or future benefit of participation in the Plan.

21. Term of Plan. The Plan shall become effective upon its adoption by the Board, subject to the approval of the holders of capital stock of the Company as provided in Section 22 below. It will continue in effect for a term of ten (10) years, unless sooner terminated under Section 23 below.

22. Shareholder Approval. The Plan will be subject to approval by the stockholders of the Company within twelve (12) months before or after the date the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required under applicable law.

23. Termination or Amendment of the Plan. The Committee may terminate or amend the Plan at any time; provided, that without shareholder approval (i) the class of individuals eligible to purchase Shares under the Plan shall not be changed, (ii) the maximum number of Shares available for purchase under Section 3 of the Plan shall not be increased except as permitted under Section 3 hereof, and (iii) the Discounted Purchase Price shall not be less than eighty percent (80%) of the closing price of a Share as quoted on the New York Stock Exchange on either (a) the last day of the Offering Period during which trading in securities generally occurs on the New York Stock Exchange or (b) the first day of the Offering Period during which trading in securities generally occurs on the New York Stock Exchange, whichever is lower, or for a Section 423 Offering, the Discounted Purchase Price shall not be less than eighty-five percent (85%) of such closing price. No termination or amendment of the Plan shall impair the rights of any Participant under the Plan to receive any Shares which have been allocated to his or her account, together with the amount of any payroll deductions in his or her account which have not been applied to the purchase of Shares.

24. Adjustments; Dissolution or Liquidation; Change in Control.

(a) Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, reclassification, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs (other than any ordinary dividends or other ordinary distributions), the Committee, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will, in such manner as it may deem equitable, adjust the number and class of Shares that may be delivered under the Plan, and the Discounted Purchase Price per share

(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, any Offering Period then in progress will be shortened by setting an adjusted Purchase Date, and such Offering Period will terminate immediately prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the

Committee. The adjusted Purchase Date will be before the date of the Company’s proposed dissolution or liquidation. The Committee will notify each Participant in writing or electronically, prior to the adjusted Purchase Date, that the Purchase Date has been changed to the adjusted Purchase Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided in Section 11 hereof.

(c) Merger or Change in Control. Unless otherwise determined by the Committee, in its discretion, in the event of a merger or Change in Control, the current Offering Period upon such merger or Change in Control will be shortened by setting an adjusted Purchase Date on which such Offering Period will end. The adjusted Purchase Date will occur before the date of the Company’s proposed merger or Change in Control. The Committee will notify each Participant in writing or electronically prior to the adjusted Purchase Date, that the Purchase Date has been changed to the adjusted Purchase Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided in Section 11 hereof.

25. Section 409A of the Code. With respect to Section 423 Offerings, this Plan is intended to be exempt from the application of Section 409A of the Code, and any ambiguities herein shall be interpreted to so be exempt from Section 409A of the Code. With respect to Non-423 Offerings, this Plan is intended to be exempt from the application of Section 409A of the Code under the short-term deferral exception and any ambiguities shall be construed and interpreted in accordance with such intent. In furtherance of the foregoing and notwithstanding any provision in the Plan to the contrary, if the Committee determines that a Participant’s right to purchase of Shares under the Plan may be subject to Section 409A of the Code or that any provision in the Plan would cause a Participant’s right to purchase of Shares under the Plan to be subject to Section 409A, the Committee may amend the terms of the Plan, or take such other action the Committee determines is necessary or appropriate, in each case, without the Participant’s consent, to exempt any Participant’s right to purchase of Shares under the Plan from or to allow any such right to purchase of Shares to comply with Section 409A of the Code, but only to the extent any such amendments or action by the Committee would not violate Section 409A of the Code. Notwithstanding the foregoing, the Corporation shall have no liability to a participant or any other party if a Participant’s right to purchase of Shares under the Plan that is intended to be exempt from or compliant with Section 409A of the Code is not so exempt or compliant or for any action taken by the Committee with respect thereto.

26. International Participants.

(a) To the extent permitted under Section 423 of the Code, without the amendment of the Plan, the Committee may provide for the participation in the Plan by employees who are subject to the laws of foreign countries or jurisdictions on such terms and conditions different from those specified in the Plan as may in the judgment of the Committee be necessary or desirable to foster and promote achievement of the purposes of the Plan (which may include changes to defined terms under the Plan) and, in furtherance of such purposes the Committee may make such modifications, amendments, procedures, subplans and the like as may be necessary or advisable to comply with provisions of laws or practices of other countries or non-U.S. jurisdictions in which the Company or a Designated Subsidiary operates or has employees. Each subplan shall constitute a separate offering under this Plan in accordance with Treas. Reg. 1.423-2(a).

(b) The Committee shall also have the power and authority to allow any of the Company’s subsidiaries other than Designated Subsidiaries to adopt and join in Non-423 Offerings and to allow employees of such subsidiaries who work or reside outside of the United States an opportunity to acquire Shares in accordance with such special terms and conditions as the Committee may establish from time to time. Without limiting the authority of the Committee, the special terms and conditions which may be established with respect to any foreign country, and which need not be the same for all foreign countries, include but are not limited to the right to participate, procedures for elections to participate, the payment of any interest with respect to amounts received from or credited to accounts held for the benefit of participants, the purchase price of any Shares to be acquired, the length of any Offering Period, the maximum amount of contributions, credits or Shares which may be acquired by any participating employees, and a participating employee’s rights in the event of his or her death, disability, withdrawal from participation in the purchase of Shares hereunder, or termination of employment. Any purchases made pursuant to the provisions of this Section 26 shall not be subject to the requirements of Section 423 of the Code.

* * *

Exhibit 10.5

LOGO

THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS

COVERING SECURITIES THAT HAVE BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933

LOGO

Employee Information Booklet

GE Vernova Stock Savings Plan

Table of Contents


1 Introduction			1

2 Eligible Employees			2

3 Contributions			3

4 Becoming a Share Owner			5

5 Tax Implications			7

6 Sales, Withdrawal of Shares, and Termination of Membership			9

7 Administration			11

8 Questions and Answers			12

9 For The Record			16

Appendix: Prospectus

Introduction

As an employee of one of the GE Vernova family of companies in Canada who have elected to participate in the plan (a “Participating Company”), you have an opportunity to share in GE Vernova’s growth and success through share ownership. The GE Vernova Stock Savings Plan (the “Canada Plan”) enables you to purchase GE Vernova common stock through convenient payroll deductions and provides you with an incentive to do so. Along with the contributions that you can make to the Canada Plan, your Participating Company will also make contributions on your behalf.

Eligible Employees

To participate in the Canada Plan, you:

•

Must be a resident in Canada or on assignment in another country; and

•

Must be employed by a Participating Company on a permanent full-time or permanent part-time basis for a minimum of one year. Full time employees are employees who were hired for continuing employment on a regular work schedule of at least 30 hours per week. Part-time employees are employees who work between 20-30 hours per week, and are not on a fixed-term arrangement.

Eligible employees can enroll in the Canada Plan at any time by one of the following methods:

•

OneHR.ge.com, My Retirement & Savings, Sun Life Member Services Site

•

Online at www.mysunlife.ca

•

By calling Sun Life at 1-866-733-8612.

Eligible employees who enroll in the Canada Plan are referred to as “Members.”

If you have any questions regarding accessing the Sun Life website or completing the form you may contact Employee Services at 1-800-263-5955 or through the Employee Services Website at OneHr.ge.com.

Contributions

YOUR CONTRIBUTIONS

You can contribute between 1% and 6% (in increments of 1%) of your compensation to the Canada Plan as “Basic Contributions.” You can then elect to contribute between an additional 1% and 4% (in increments of 1%) of your compensation to the Canada Plan as “Optional Contributions.” You may therefore elect to contribute up to a total of 10% of your compensation to the Canada Plan via payroll deductions.

COMPENSATION

For Salaried Employees, “compensation” means the employee’s base salary, plus any bonus payments, other variable pay (100% of all variable compensation for Executive Band (EB) and higher), retroactive payments, shift, shift leader and group leader premiums, COLA, and some other forms of pay, but excluding overtime payments, awards, offsite premiums, reimbursements, other taxable benefits, wage loss payments from any insurance company or WSIB, severance or any other payment taken after removal from the payroll.

For Hourly Employees, “compensation” means the employee’s hourly rate multiplied by the number of hours worked during a pay period, plus any bonus payments and other variable pay, retroactive payments, shift, shift leader and group leader premiums, COLA, and some other forms of pay, but excluding overtime payments, awards, offsite premiums, reimbursements, other taxable benefits, wage loss payments from any insurance company or WSIB, severance or any other payment taken after removal from the payroll.

Note:

•

All examples in this booklet assume hourly employees are paid weekly. If you are a bi-weekly hourly employee, your contributions will be made bi-weekly.

MATCHING COMPANY CONTRIBUTIONS

Your Participating Company will match 50% of your Basic Contributions each pay period. Company contributions are vested immediately. Vesting in this case means that you receive these matching contributions and the contributions cannot be forfeited.


Example:
COMPENSATION $40,000 PER YEAR
Employee Basic Contribution of 6%	$	2,400
Employee Optional Contribution of 2%	$	800
Company Matching Contribution* of 3%	$	1,200
Total Annual Contribution	$	4,400

*	Note that the Company matching contribution is matched to the employee Basic Contribution only.

All Member contributions and Company matching contributions will be forwarded to the Trustee as soon as practical after each weekly or bi-weekly pay date. The current Trustee for the Canada Plan is Sun Life Financial Trust Inc., a member of the Sun Life Financial group of companies. Its agent, Sun Life Assurance Company of Canada, has been appointed to perform all of Sun Life Financial Trust Inc.’s duties relating to the administration and operation of the Canada Plan.

Becoming a Share Owner

As soon as practical after each pay date but generally on the first business day following the pay date, the Trustee will use all employee and Company matching contributions to purchase shares of GE Vernova common stock at the market price on the date of purchase. Purchases will occur on a weekly or bi-weekly basis in conjunction with your payroll deductions.

SHARE ALLOCATION

Your account maintained by Sun Life Financial will be allocated the appropriate number of shares based on total contributions (less discount brokerage fees) divided by the applicable share price. Fractional shares will be credited to your account to at least four decimal places.

Examples (One pay period):

Salaried Employee (based on $40,000 annual compensation, 5% employee basic contribution, and bi-weekly pay periods):


Employee Basic Contribution	$	76.00
Company Matching Contribution	$	38.00

Total Contribution*	$	114.00

The total shares received will equal total contributions multiplied by the conversion rate divided by the share price.

In our example: $114.00 X 1.0204 ÷ $20.00 = 5.8163

Therefore, the above employee would receive 5.8163 shares on his or her purchase date. Of course the exchange rate and share prices will fluctuate daily.

Hourly Employee (based on a $17.00 hourly rate, 40 hour work week, 5% employee basic contribution and weekly pay periods):


Employee Basic Contribution	$	34.00
Company Matching Contribution	$	17.00

Total Contribution*	$	51.00

The total shares received will equal total contributions multiplied by the conversion rate divided by the share price.

In our example: $51.00 X 1.020 ÷ $20.00 = 2.602

Therefore, the above employee would receive 2.602 shares on his or her purchase date. Of course the exchange rate and share prices will fluctuate daily.

*	less discount brokerage fees

DIVIDENDS REINVESTED IN GE VERNOVA SHARES

Any cash dividends (less foreign withholding tax) received by the Trustee on the GE Vernova common stock allocated to your account will be used by the Trustee as soon as practical following the next pay date to purchase additional GE Vernova shares for your account.

MEMBER STATEMENTS

You will receive, or be able to view on the Sun Life website, semi-annual statements which will show the transactions in your Canada Plan account completed during the statement period. These transactions will include all Employee and Company matching contributions plus cash dividends used to purchase additional shares of GE Vernova common stock. The statement will show the number of shares purchased and sold and distributions of cash and shares from your account. Such statements will also show your share balance at the close of the period and the market value of the shares. Please note that all dollar amounts reflected on your statements will have been converted into Canadian Dollars.

FOREIGN EXCHANGE

GE Vernova common stock is traded in the United States in U.S. dollars but employee and Company matching contributions are in Canadian dollars. Contributions must therefore be converted into U.S. dollars to purchase shares. The number of shares that a given dollar value of contributions can purchase and the value of the shares in your account are therefore dependent upon the value of the Canadian dollar relative to the U.S. dollar, as well as changes in the market value of GE Vernova common stock.

Tax Implications

Employee contributions under the Canada Plan are deducted from your pay after income tax has been deducted.

Company contributions under the Canada Plan are considered additional compensation and therefore are a taxable benefit. Income tax will be deducted from your gross weekly or bi-weekly pay so that the total employee and Company contributions can be applied to your account.

Dividends allocated to your account (which are automatically reinvested) are taxable. However, you will be able to claim a foreign tax credit for U.S. tax withheld from dividend payments you receive.

Finally, capital gains are also taxable, this is the difference between the cost of your shares sold, which will be reported on your member statement, and the amount in Canadian dollars you receive on settlement when you sell your shares. This amount must be reported on your personal income tax return in the year you decide to sell your shares.

Each year (by February 28th) Sun Life Financial will mail you a T4PS tax slip (and a Releve 25 if you reside in the Province of Quebec) which you must include in your personal income tax return. This tax slip provides all the information you require for tax filing purposes detailing dividends and capital gains/losses. The taxable benefit resulting from the Company matching contributions will be reported on your T4 income tax slip (and Releve 1 if you reside in the Province of Quebec).

Examples:

Salaried Employee, $40,000 annual compensation, 5% Basic Contribution and 26 bi-weekly pay periods



Bi-weekly gross salary	$	1,538
Less: Income tax, CPP, QPP etc. (assume 35%)	$	538

Total	$	1,000
Less 5% Contribution (of gross bi-weekly salary)

Subtotal	$	924
Less income tax on taxable benefit (assume 35% on $38 Company contribution)	$	13
Take home pay	$	911

*	It therefore costs you $89 to have a $114 contribution credited to your account.

Hourly Employee, $17.00 hourly rate, 5% Basic Contribution and 52 weekly pay periods.



Weekly gross pay ($17 X 40h)	$	680
Less: Income tax, CPP, QPP etc. (assume 35%)	$	238

Total	$	442
Less 5% Contribution

Subtotal	$	408
Less income tax on taxable benefit (assume 35% on $17 Company contribution)	$	6

Take home pay	$	402

**	It therefore costs you $40 to have a $51 contribution credited to your account.

¹	Less discount brokerage fees

Sales, Withdrawal of Shares,

and Termination of Membership

SALES

Subject to the requirements of the Canada Plan, you may sell any or all of the shares of GE Vernova stock in your account at any time, without penalty. To request shares be sold, call Sun Life at 1-866-733-8612 any business day from 8 A.M. and 8 P.M. ET or visit www.mysunlife.ca.

Just as in the case of purchases, your shares will be sold together with shares being sold for other Members’ accounts that day. The proceeds of such sale, after payment of your proportional share of brokerage fees, will reflect the average net sales price per share. The Trustee will mail a cheque to you or make a direct deposit in the amount of such net proceeds, less the Trustee’s transaction fee, as soon as practical after the sale.

WITHDRAWAL OF SHARES

Alternatively, subject to the requirements of the Canada Plan, you may withdraw whole shares of GE Vernova common stock allocated to your account. In this case the Trustee will, for a nominal charge, transfer your shares to a brokerage account at the financial institution you have indicated, or cause a confirmation statement to be issued in your name within a reasonable period. You may then hold, or sell, those shares as you see fit. In the case of a 100% withdrawal, you will receive cash in lieu of any fractional share to the extent not applied to pay the transaction fees of the Trustee.

There are however, several advantages to leaving your shares in the account with the Trustee:

•

The Trustee continues to do all the necessary recordkeeping, showing your shareholdings on your statements and reinvesting any dividends.

•

You will not have to go to your own broker and pay potentially higher brokerage fees to sell your shares.

•

You will be responsible for the safekeeping of the confirmation statement (if statement is lost or stolen you must pay a replacement fee).

TERMINATION OF MEMBERSHIP

In the event of your employment with a Participating Company terminates, or the Canada Plan is terminated, your account will be distributed to you as per your choice of the options described below.

•

Sell your units/shares and transfer your balance to the Group Choices savings plan.

•

Sell your units/shares and transfer your balance to another Sun Life plan.

•

Sell your units/shares and elect an annuity with Sun Life. The minimum balance for this option is $5,000.

•

Sell your units/shares and transfer the proceeds to another financial institution.

•

Transfer your full units/shares in-kind and transfer any residual amount in a cheque. Physical share certificates are no longer sent in the mail. If you select this option, your shares will be transferred to EQ Shareowner Services (1-800-786-2543). You will receive a letter in the mail from EQ Shareowner Services with your account details. *There is a $95.00 fee for this option.

According to your instructions on the termination form you submit to Sun Life, you will receive either a confirmation statement or the shares will be sold and you will receive a cheque or direct deposit for the net proceeds. If you wish to transfer your shares to a brokerage account, you must open an account with the brokerage firm before you submit your form. Sun Life will issue a termination package within 60 days from your termination date.

RETIREMENT

If you retire from a Participating Company, you will not be required to terminate your membership in the Canada Plan, but you will not be eligible to continue to make Employee contributions or to receive any further Company matching contributions. As long as you continue to be a Member of the Canada Plan, you will be permitted to continue to hold your shares of GE Vernova stock in your Canada Plan account, to have cash dividends on such shares automatically reinvested in additional shares under the Canada Plan, and to sell or withdraw your shares in the manner described above.

DEATH

In the event of your death, your account will be distributed to your beneficiary as designated on your enrollment form, or if you have no surviving designated beneficiary, to your estate in the manner described above.

Administration

COSTS

Your Participating Company will pay all Trustee and administration fees. Members are responsible for all brokerage fees, applicable taxes (if any), and transaction fees associated with the purchase/sale of shares or requests for the issuance of certificates.

These fees currently are:

$ 35.00 (CAD) per cheque issued

$ 40.00 (CAD) per electronic share transfer to a broker

$ 95.00 (CAD) per confirmation statement issued

$0.0225 (US) per share brokerage fees

VOTING YOUR SHARES

As a Member, you will receive GE Vernova’s annual report and proxy statement. You will also be given the opportunity to give confidential instructions to the Trustee on how to vote the shares of GE Vernova common stock allocated to your account on each matter to come before GE Vernova’s share owners. If you do not instruct the Trustee how to vote, your shares will not be voted.

NO INTEREST CREDITED

No interest will be credited to the account of any Member in respect of any employee or Company contributions or cash dividends held by the trustee pending the purchase of shares, any proceeds from the sale of shares pending distribution to the Member, or otherwise.

Questions and Answers

The Plan gives you the opportunity to be a share owner of GE Vernova common stock through a regular payroll deduction.

Enrollment— How can I join?

Employees can enroll in the Canada Plan in three ways:

•

OneHR.ge.com, My Retirement & Savings, Sun Life Member Services Site

•

Online at www.mysunlife.ca

•

By calling Sun Life at 1-866-733-8612.

Employee Contributions—What if I change my mind?

You may cease your contributions to the Canada Plan at any time. After employee contributions cease, you may resume making contributions at any time. Contact Sun Life at any time to increase or decrease contributions by:

•

calling 1-866-733-8612

•

visiting OneHR.ge.com, My Retirement & Savings, Sun Life Member Services site

•

accessing online directly at www.mysunlife.ca.

Purchases— How are shares bought?

All contributions, in Canadian dollars, are forwarded to Sun Life, the Trustee, who buys GE Vernova common stock in U.S. dollars at prevailing market prices. Brokerage fees from the purchase of shares will be deducted from the contributions.

Sales and Withdrawals—When can I sell or withdraw my shares?

All employees may sell or withdraw the GE Vernova shares allocated to your Canada Plan account at any time. Employees can contact Sun Life directly at 1-866-733-8612 or by visiting www.mysunlife.ca.

How much will it cost?

As a Member, discount brokerage fees $0.0225 USD (per share) will be deducted from the proceeds of your sale on a pro rata basis. A fee of $35 is charged by Sun Life per cheque issued. If you elect to withdraw shares, a fee of $40 per electronic share transfer to a broker or $95 per share confirmation statement will apply. These fees are subject to change with approval from GE Vernova in Canada.

Can I specify the date when my shares are to be bought and sold?

It is not possible for us to handle requests to sell or buy stock on specific days.

How long does it take to complete a sale/withdrawal?

If you choose to sell your shares, you will be issued a cheque by the Trustee for the net cash proceeds within 5 days following the share sale date. Transfer to a brokerage account typically takes one to two weeks depending on the receiving financial institution. Share confirmation statements, because they must be registered in your name and are issued by a transfer agent in the U.S., can take from four to six weeks to be delivered.

Can I have the shares registered to someone else?

No. Shares purchased through this Canada Plan are accounted for in your name only, and a certificate of ownership may only be registered in your name.

Reporting— How will I know what is in my account?

Twice a year you will receive a statement from Sun Life giving you up-to-date values and complete details of any activity in your account. Alternatively, you can call the Sun Life Customer Care Centre 1-866-733-8612 or online at www.mysunlife.ca

Retirement/Termination— What happens if I leave the Company or die?

(i) Retirement—Eligibility to make further employee contributions and to receive further Company matching contributions will end, but you may continue to be a Member, hold your shares of GE Vernova common stock through your Canada Plan account and have cash dividends on your shares automatically reinvested, until you die. After retirement, you will also be permitted to sell or withdraw the shares allocated to your Canada Plan account, in the same manner as other Members as described above.

(ii) Other Termination of Employment and Death of a Member—Eligibility to make further employee contributions and to receive further Company matching contributions ends, and you (or your beneficiary) must elect to either sell or withdraw 100% of the shares allocated to your Canada Plan account. Sun Life will contact the Member or beneficiary within 60 days of termination or death.

In both (i) and (ii) above, in the case of a 100% share withdrawal, you have the option of either receiving the confirmation statement or you can elect to have your shares transferred to any brokerage account. Be sure to open a brokerage account prior to doing so.

Foreign Exchange— What impact does changes to the US/Canadian exchange rate have on the value of my shares?

For illustration purposes, we have assumed that by payroll deduction over time, the Member has previously purchased 10.000 shares, the market price is $20 (USD) and the Member contributes $76 (CAD) per pay with a $38 (CAD) Company match and a U.S. exchange of $0.98 CAD.

The value of Holdings after a regular pay period purchase:


SCENARIO #1	Shares (if Owned)			Market Price ($ USD)			Exchange Rate			Market Value ($ CAD)
Previously Purchased		10.0000		$	20.00			0.98	=	$	196
Current Pay Purchases		5.8163	@	$	20.00	x		0.98	=	$	114
($114 ÷ 0.98÷$20=5.8163 )

Total		15.8163								$	310

What happens when the exchange rate on $1 USD increases from $0.98 CAD to $1.02 CAD based on Scenario #1 above?


SCENARIO #2	Shares (if Owned)			Market Price ($ USD)			Exchange Rate			Market Value ($ CAD)
Previously Purchased		10.0000		$	20.00			1.02	=	$	204
Current Pay Purchases		5.5882	@	$	20.00	x		1.02	=	$	114
($114 ÷ 1.02÷$20 = 5.5882)

Total		15.5882								$	318

Alternatively, what happens when the exchange rate on $1 USD decreases from $0.98 CAD to $0.95 CAD based on scenario #1 above?


SCENARIO #3	Shares (if Owned)			Market Price ($ US)			Exchange Rate			Market Value ($ CAN)
Previously Purchased		10.0000		$	20.00			0.95	=	$	190
Current Pay Purchases		6.0000	@	$	20.00	x		0.95	=	$	114
($114 ÷ 0.95÷$20 = 6.0000)

Total		16.0000								$	304

The effect of changes to the US/Canadian exchange rate on the value of shares purchased will be averaged over time due to the bi-weekly purchases of shares which reflect fluctuations both up and down in the exchange rate.

Taxation—is this a taxable benefit?

The Company matching contribution made on your behalf is a taxable benefit (see Section 5) and will be reflected on your T4 income tax slip (and Releve 1 if you reside in the Province of Quebec). The dividends you receive on your GE Vernova stock are also taxable and will be reported annually on a T4PS (and Releve 25 if you reside in the Province of Quebec) slip you will receive from Sun Life and must be included in your income tax return. Also, capital gains realized when you sell your shares are taxable and must be included by you in your tax return.

Are my contributions guaranteed?

This is not a guaranteed investment. The Canada Plan allows you to invest in the stock market. As the stock market and the price of any one stock is influenced by many factors, the market price of stock will vary over time. For this reason, it is not possible to guarantee returns under the Canada Plan.

For The Record

RESPONSIBILITY FOR PLAN ADMINISTRATION

The Board of Directors of GE Vernova, Inc. (the “Board”) is the administrator of the Canada Plan. The Board is responsible for the selection of the Trustee and the overall administration of the Canada Plan, subject to the specific administrative responsibilities assigned to the Trustee by the Canada Plan. The Board may delegate responsibilities to officers and employees of GE Vernova in Canada. Decisions by the Board (and the officers and employees delegated responsibilities) are final and binding on all persons for all purposes.

TRUSTEE

The Trustee of the Canada Plan, (Sun Life Financial Trust Inc.), is responsible for custody and security of Canada Plan assets, selecting the broker to execute purchases and sales of shares, record keeping, distribution of sale proceeds and share certificates and other administrative matters.

STANDARD OF CONDUCT

None of GE Vernova, Inc., any Participating Company or the Trustee or any of their respective officers, directors and employees shall be liable for any good faith act or omission unless liability is specifically imposed by law.

AMENDMENTS, SUSPENSION AND TERMINATION

The Canada Plan is designed to operate indefinitely, but the Board reserves the right at any time to amend, suspend or terminate the Canada Plan or the participation of any employees. Participating Companies have a similar right of suspension or termination.

GE Vernova in Canada also reserves the right to modify the provisions of the Canada Plan, including terms and conditions applicable to the sale and withdrawal of stock, at any time.

LEGAL NOTES

This Employee Information Booklet presents a general summary of the Canada Plan. If you have any questions, please contact Employee Services, 1919 Minnesota Court, Suite 100, Mississauga, ON L5N 0C9 or 1-800-263-5955.

PROSPECTUS

GE VERNOVA STOCK SAVINGS PLAN

Common Stock (par value $0.01 per share)

This Plan Prospectus (“Prospectus”) relates to shares of the common stock, par value $0.01 per share (the “Common Shares”) of GE Vernova, Inc., a Delaware corporation (“GE Vernova”), that may be issued under the GE Vernova Stock Savings Plan (the “Canada Plan”).

Neither the U.S. Securities Exchange Commission nor any state or non-U.S. securities commission has approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

You should rely only on the information contained in this document or information that we have referred to you. We have not authorized anyone to provide you with information that is different. We are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions that permit offers and sales. The information contained in this Prospectus is accurate only as of the date below.

The date of this Prospectus is April 2, 2024

THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS

COVERING SECURITIES THAT HAVE BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933.

DESCRIPTION OF THE CANADA PLAN

This Prospectus provides additional details regarding the Canada Plan relevant to participants in the Canada Plan and includes the Employee Information Booklet for the Canada Plan (“Canada Booklet”), which also constitutes part of a prospectus under the U.S. Securities Act of 1933, as amended (the “Securities Act”). If there is an inconsistency between the information in the Prospectus and the Employee Information Booklet and the Canada Plan, the Canada Plan, will govern. Any capitalized terms not defined herein have the meanings given to them in the Canada Plan.

Administration

The Canada Plan will be administered by the Board of Directors of GE Vernova, Inc. (“Administrator”). The Administrator operates as a manager of the Canada Plan and may further delegate its responsibilities, or a portion thereof, as limited by the Canada Plan. These initial and further delegations of authority may be retracted at any time and are for no specific timeframe. The Administrator administers the Canada Plan in accordance with its terms, including decisions regarding eligibility and day-to-day operation of the Canada Plan.

The Administrator also appoints the Trustee for the Canada Plan, which is currently Sun Life Financial Trust Inc., and may remove the Trustee at any time.

The Canada Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974 and is not qualified under Section 401(a) of the Internal Revenue Code.

Common Shares Available Under the Plan

Subject to adjustment, there is a limit of 5,000,000 Common Shares that may be purchased by participants in connection with the Canada Plan.

The Common Shares provided under the Canada Plan will be purchased on the open market as explained in the Canada Booklet.

Transferability

Awards generally may not be assigned, transferred or otherwise disposed of in any manner other than by will or by the laws of descent and distribution. In addition, no person may create lien on any funds, securities or other property held by the Trustee and/or Canada Plan.

Restrictions on Resale

If a participant acquires Common Shares pursuant to the Canada Plan and is not considered an “affiliate,” as defined under the Securities Act, participant may resell the shares so acquired. If the participant is considered an “affiliate,” which is likely if participant is either a director or executive officer of GE Vernova, participant must resell such shares in accordance with a registration statement or a transaction exempt from registration such as in accordance with the requirements of Rule 144 under the Securities Act.

Each participant is also subject to GE Vernova’s insider trading policies that prohibit trading in GE Vernova’s securities at any time that participant is in possession of material non-public information.

Conditions Upon Issuance of Shares

Common Shares will not be issued unless the issuance and delivery of such shares pursuant thereto will comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act, the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed.

GENERAL

GE Vernova and its affiliates have not authorized any person to give any information or to make any representations with respect to the matters described in this Prospectus other than those contained or incorporated by reference herein, and, if given or made, such information or representations must not be relied upon as having been authorized by GE Vernova or its affiliates. This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to or from any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction.

Neither delivery of this Prospectus nor any sale made thereunder shall, under any circumstances, create any implication that there has been no change in the affairs of GE Vernova or its affiliates or in any information included therein, in any supplement thereto or in any document incorporated by reference since the date hereof or thereof.

U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of certain U.S. Federal income tax consequences of certain transactions under the Canada Plan by participants who are subject to U.S. tax. The discussion is based on the U.S. Internal Revenue Code (the “Code”) as amended to date, applicable proposed and final Treasury Regulations, judicial authority and current administrative rulings and practice, all of which are subject to change. In addition, the discussion does not describe any state, local or non-U.S. tax consequences of any of the transactions under the Plan. You should consult with your own tax advisor concerning the particular tax consequences of your participation in, and the sale of shares received under, the Canada Plan. GE Vernova and its affiliates shall not be responsible for any tax liability that may arise in connection with your participation in the Plan.

The Canada Plan is not intended to be an employee stock purchase plan within the meaning of Section 423 of the Code.

Enrollment

Enrollment in the Canada Plan should not give rise to any U.S. federal income tax liability for participants.

Matching Contributions

Any matching contributions will be subject to tax when received. This amount will be taxed as ordinary income and GE Vernova in Canada will generally be entitled to a corresponding tax deduction on an amount equal to the amount taxable to the participant.

Purchase

Generally, the purchase of Common Shares at their current market value will not be a taxable event.

Subsequent Sale of Shares

At the time of sale, the participant will recognize a capital gain or loss (which will be long-term or short-term depending how long the shares are held before sale).

CANADIAN INCOME TAX TREATMENT

The Canadian income tax impact is discussed in the Canada Booklet.

THE TAX CONSEQUENCES TO A PARTICIPANT MAY VARY DEPENDING ON HIS OR HER INDIVIDUAL SITUATION; EACH PARTICIPANT SHOULD CONSULT HIS OR HER PERSONAL TAX ADVISOR REGARDING THE FEDERAL, AND ANY STATE, LOCAL OR NON U.S. TAX CONSEQUENCES TO HIM OR HER.

AVAILABLE INFORMATION

GE Vernova is subject to the information requirements of the Exchange Act, and thus files reports, proxy statements and other information with the SEC. Reports, proxy statements and other information filed in accordance with the Exchange Act can be inspected and copied at, and copies can be obtained at prescribed rates from, the public reference facilities maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Electronic reports, proxy statements and other information that are filed through the SEC’s Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”) are publicly available through the SEC’s web site (http://www.sec.gov).

GE Vernova Common Shares are quoted on the New York Stock Exchange (the “NYSE”) under the symbol “GEV,” and certain of GE Vernova’s reports, proxy statements and other information may be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

GE Vernova has filed with the SEC a Registration Statement on Form S-8 with respect to the securities offered under the Canada Plan (the “Registration Statement”). This Prospectus does not contain all of the information set forth in the Registration Statement and the exhibits and schedules thereto. For further information about GE Vernova and the securities offered by this Prospectus, please refer to the Registration Statement and the exhibits thereto, which may be examined without charge at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549, and copies of which may be obtained from the SEC upon payment of the prescribed fees. The Registration Statement is also publicly available through the SEC’s Web site (http://www.sec.gov).

Additional updating information with respect to the Canada Plan or the securities offered by this Prospectus may be provided in the future to participants by means of supplements, appendices or amendments to this prospectus or the delivery of other documents.

INCORPORATION BY REFERENCE OF CERTAIN DOCUMENTS

The following documents, which we have filed with the SEC, are incorporated by reference in this prospectus:

GE Vernova’s effective Registration Statement on Form 10 (File No. 001-41966) initially filed with the Commission on October 27, 2023, as amended by Amendment No. 1 as filed with the Commission on December 18, 2023, as further amended by Amendment No. 2 as filed with the Commission on January 18, 2024, as further amended by Amendment No. 3 as filed with the Commission on February 15, 2024, and as further amended by Amendment No. 4 as filed with the Commission on March 5, 2024 (as so amended, the “Form 10”);

GE Vernova’s Current Reports on Form 8-K filed on March 8, 2024; and

The description of GE Vernova’s common stock contained in GE Vernova’s Information Statement filed as Exhibit 99.1 to the Form 10, including any amendment or report filed for the purpose of updating such description.

All documents filed by GE Vernova pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this prospectus and prior to the filing of a post-effective amendment to any of the Registration Statements (that indicates that GE Vernova has sold all securities offered or which deregisters all securities then remaining unsold) are deemed incorporated herein by reference, and are a part of this prospectus from the respective dates of filing such documents. A Current Report on Form 8-K (or any part thereof) furnished to the SEC shall not be deemed incorporated by reference herein.

GE Vernova further deems any statement contained in a document incorporated by reference in this Prospectus to be modified or superseded for the purposes of this Prospectus to the extent that a statement contained in this Prospectus modifies or supersedes such statement. GE Vernova will not deem any such statement so modified or superseded to constitute a part of this Prospectus except as so modified or superseded.

GE Vernova in Canada will provide copies of all documents incorporated into this Prospectus by reference (not including the exhibits to such information, unless such exhibits are specifically incorporated by reference in such information). GE Vernova in Canada will provide such copies without charge to participants in the Canada Plan, upon written or oral request. GE Vernova will also provide copies of this Prospectus, as amended or supplemented from time to time, any other documents (or parts of documents) that constitute part of the Prospectus under the Securities Act, or which Rule 428(b) requires us to deliver, and GE Vernova’s Annual Report to Stockholders without charge to participants in the Canada Plan, upon written or oral request. You should direct all requests to: Employee Services, 1919 Minnesota Court, Suite 100, Mississauga, ON L5N 0C9 or 1-800-263-5955.

Any statement contained in any document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document that is also incorporated or deemed to be incorporated herein by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.

ADDITIONAL INFORMATION

Additional information about the Canada Plan and its Administrator/Trustee may be obtained from and copies of the documents or reports will be furnished without charge upon oral or written request to: Employee Services, 1919 Minnesota Court, Suite 100, Mississauga, ON L5N 0C9 or 1-800-263-5955.

GE Vernova in Canada will promptly furnish, upon written or oral request, without charge to any person to whom a copy of this Prospectus has been delivered, additional information concerning the Administrator and copies of any or all of the information relating to GE Vernova in Canada and the Plans incorporated by reference in this Prospectus or the Registration Statement to which this Prospectus relates and such documents are incorporated in this Prospectus by this reference.

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 15, 2024, relating to the combined financial statements of GE Vernova, a business of General Electric Company, appearing in GE Vernova Inc.’s Registration Statement on Form-10 (File No. 001-41966).

/s/ Deloitte & Touche LLP

Boston, MA

April 3, 2024

EXHIBIT 107

Calculation of Filing Fee Table

S-8

(Form Type)

GE Vernova Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security
Type

Security

Class

Title

Fee
Calculation
Rule

Amount
Registered⁽¹⁾

Proposed
Maximum
Offering
Price Per
Unit⁽²⁾

Maximum

Aggregate

Offering

Price

Fee

Rate

Amount of

Registration

Fee

Equity

Common stock,

par value $0.01 per

457(c) and

457(h)

25,465,224⁽³⁾

$125.00⁽²⁾

$3,183,153,000.00

0.00014760

$469,833.38

Equity

Common stock, par value $0.01 per share

457(c) and

457(h)

3,248,600⁽⁴⁾

$125.00⁽²⁾

$406,075,000.00

0.00014760

$59,936.67

Equity

Common stock, par value $0.01 per share

457(c) and

457(h)

6,343,381⁽⁵⁾

$125.00⁽²⁾

$792,922,625.00

0.00014760

$117,035.38

Equity

Common stock, par value $0.01 per share

457(c) and

457(h)

5,467,099⁽⁶⁾

$125.00⁽²⁾

$683,387,375.00

0.00014760

$100,867.98

Equity

Common stock, par value $0.01 per share

457(c) and

457(h)

1,000,000⁽⁷⁾

$125.00⁽²⁾

$125,000,000

0.00014760

$18,450.00

Total Offering Amounts

$5,190,538,000.00

$766,123.41

Total Fee Offsets

Net Fee Due

$766,123.41

(1)

Pursuant to Rule 416 under the Securities Act, this Registration Statement covers (i) such additional number of shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) issuable upon stock splits, stock dividends, reclassifications, recapitalizations, combinations or similar events or (ii) such reduced number of shares of Common Stock in respect of any reverse stock splits, stock dividends, reclassifications, recapitalizations, combinations or similar events, in each case with respect to the shares of Common Stock being registered pursuant to this Registration Statement.

(2)

Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act on the basis of the average of the high ($135.00) and low ($115.00) sales prices per share of the Common Stock on the “when-issued” trading market as reported on the New York Stock Exchange on March 27, 2024.

(3)

Consists of 25,465,224 shares of Common Stock estimated to be reserved for issuance under the GE Vernova Inc. 2024 Long-Term Incentive Plan.

(4)

Consists of 3,248,600 shares of Common Stock that may be acquired by participants in the GE Vernova Inc. Mirror 2022 Long-Term Incentive Plan upon exercise or settlement of certain stock options and restricted stock unit awards (including any performance stock unit awards) that may become issuable pursuant to the GE Vernova Inc. Mirror 2022 Long-Term Incentive Plan.

(5)

Consists of 6,343,381 shares of Common Stock that may be acquired by participants in the GE Vernova Inc. Mirror 2007 Long-Term Incentive Plan upon exercise or settlement of certain stock options and restricted stock unit awards (including any performance stock unit awards) that may become issuable pursuant to the GE Vernova Inc. Mirror 2007 Long-Term Incentive Plan.

(6)

Consists of 5,467,099 shares of Common Stock estimated to be offered and sold under the GE Vernova Inc. Employee Stock Purchase Plan.

(7)

Consists of 1,000,000 shares of Common Stock estimated to be offered and sold under the GE Vernova Stock Savings Plan.