This excerpt taken from the C 8-K filed Sep 28, 2005.
FORM OF DIRECTOR & OFFICER LOCK-UP LETTER
September 21, 2005
Morgan Stanley & Co. Incorporated
Banc of America Securities LLC
J.P. Morgan Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
As Representatives of the Underwriters for the Shares Offering
c/o Morgan Stanley & Co. Incorporated
Citigroup Global Markets Inc.
As Representative of the Underwriters for the SynDECS Offering
c/o Citigroup Global Markets Inc.
Dear Sirs and Mesdames:
The undersigned understands that (1) Morgan Stanley & Co. Incorporated, Banc of America Securities LLC, J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the Common Stock Representatives) propose to enter into an Underwriting Agreement (the Common Stock Underwriting Agreement) with Genworth Financial, Inc., a Delaware corporation (the Company), and GE Financial Assurance Holdings, Inc., a Delaware corporation (the Selling Stockholder), providing for the public offering (the Common Stock Offering) of shares of Class A common stock, par value $0.001 per share, of the Company (the Common Stock), and (2) Citigroup Global Markets Inc. (the SynDECS Representative) propose to enter into an Underwriting Agreement (the SynDECS Underwriting Agreement, and together with the Common Stock Underwriting Agreement, the Underwriting Agreements) with the Company and the Selling Stockholder, providing for the public offering (the SynDECS Offering, and together with the Common Stock Offering, the Public Offerings) of Variable Rate Exchangeable Notes (the SynDECS), mandatorily exchangeable for Shares of Common Stock. The several underwriters of each Public Offering, including the Shares Representatives and the SynDECS Representative shall herein be referred to as the Underwriters .
To induce the Underwriters that may participate in the Public Offerings to continue their efforts in connection with the Public Offerings, the undersigned hereby agrees that, without the prior written consent of Morgan Stanley & Co. Incorporated on behalf of the underwriters of the Common Stock Offering, and Citigroup Global Markets Inc., on behalf of the underwriters of the SynDECS Offering, it will not, during the period commencing on the date
hereof and ending 45 days after the date of the earlier of the final prospectuses relating to either of the Public Offerings (the Lock-up Date), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; provided, however, that each of the undersigned may offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, up to, but not more than, an aggregate of 50,000 shares of Common Stock in one or more transactions commencing on the date hereof and ending 45 days after the Lock-up Date. The foregoing restrictions on transfer shall not apply to (a) the transfer of any shares of Common Stock to an immediate family member of the undersigned or to a trust where the beneficiaries of the trust are drawn solely from a group consisting of the undersigned and immediate family members of the undersigned, (b) the transfer of any shares of Common Stock to a transferee as a bona fide gift or gifts, or (c) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offerings; provided, however, that in the case of any transfer pursuant to clause (a) or (b) of this sentence, (i) the transferee agrees in writing to be bound by the terms of this agreement and (ii) no filing by any party (donor, donee, transferor or transferee) under Section 16(a) of the Securities Exchange Act of 1934, as amended, shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the 45 day period referred to above). Immediate family member of a person means the spouse, lineal descendants, father, mother, brother, sister, father-in-law, mother-in-law, brother-in-law and sister-in-law of such person. In addition, the undersigned agrees that, without the prior written consent of Morgan Stanley & Co. Incorporated, on behalf of the underwriters of the Common Stock Offering, and CGMI, on behalf of the underwriters of the SynDECS Offering, it will not, during the period commencing on the date hereof and ending 45 days after the Lock-up Date, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with the Companys transfer agent and registrar against the transfer of the undersigneds shares of Common Stock except in compliance with the foregoing restrictions.
The undersigned understands that the Company, the Selling Stockholder and the Underwriters are relying upon this agreement in proceeding toward consummation of the Public Offerings. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigneds heirs, legal representatives, successors and assigns. The undersigned understands that if the Underwriting Agreements shall not be entered into within 60 days of the date hereof or the Underwriting Agreements (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the shares of Common Stock to be sold thereunder, the undersigned shall be released from all obligations under this agreement.
Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company, the Selling Stockholder and the Underwriters.