Other Information .
+Added: Adoption of JFI Severance Plan
+Added: On November 7, 2022, the Compensation Committee (the “Committee”) of the Board of Directors (the "Board") and the Board of Jackson Financial Inc.
+Added: (the “Company”) adopted the Jackson Financial Inc.
+Added: Severance Plan (“Plan”) to provide severance benefits for a group of management employees, including the Company's chief executive officer (the "CEO"), its chief financial officer ("CFO") and its other named executive officers.
+Added: The Plan is effective as of November 7, 2022.
+Added: As it relates to the senior leadership team, the Plan provides for a lump sum cash payment to a participant in the event that participant's termination without cause by the Company or termination by that participant for good reason.
+Added: The “senior leadership team” includes the CEO, the CFO and the other named executive officers, as well as other members of management at the same job grade.
+Added: The lump sums are calculated, as follows:
+Added: for the CEO, a two times multiple of the “severance compensation basis”;
+Added: for other members of the senior leadership team, a multiple ranging from 1.0 to 1.5 of the “severance compensation basis.”
+Added: The Plan also covers other members of management.
+Added: For further information on that coverage, see the Plan, which is filed as an exhibit to this Report.
+Added: The “severance compensation basis” includes a participant’s annual base salary, target annual bonus for the year in which termination occurs, target annual production-related sales compensation (if any), and the amount required for 12 months of COBRA continuation coverage.
+Added: The Plan also provides for the payment of a pro-rated annual bonus for the year in which termination occurs, and if termination occurs before a bonus for the immediately prior year is paid, an earned annual bonus for that prior year.
+Added: The participant’s receipt of the lump sum cash payment, prorated annual bonus, and, if applicable, earned annual bonus is subject to conditions, including that participant's compliance with non-compete and non-solicitation provisions in the severance agreement and that participant's execution and non-revocation of an acceptable release of claims in favor of the Company.
+Added: The foregoing payments are in addition to payments in respect of "accrued rights," which include:
+Added: accrued but unpaid base salary, earned but unpaid special compensation for periods employed in a special compensation-eligible role, and benefits provided under the Company’s employee benefit plans upon termination of employment.
+Added: In the event of termination due to death or disability, the Plan provides for payment to the participant of the accrued rights (but not the lump sum payment), a pro-rated annual bonus for the year in which death or disability occurs and an earned bonus, if death or disability occurs before a bonus for the immediately prior year is paid.
+Added: I n the event of termination for cause, the Plan provides for payment of only the accrued rights (and not a lump sum cash payment, a pro-rated annual bonus, or an earned annual bonus), and the participant is ineligible to receive any other benefits in connection with such termination.
+Added: If a participant holds outstanding long-term incentive awards, those awards are treated in the manner set forth in the relevant plan document and award agreement.
+Added: The Committee may amend or terminate the Plan at any time and for any reason, subject to the requirement that six months’ prior notice be given to affected participants of any or amendment or termination that materially and adversely affects their rights.
+Added: This summary of the Plan is qualified in its entirety by reference to the Plan, which is filed as an exhibit to this Report and is incorporated herein by this reference.
The following documents are filed as exhibits hereto:
Number Description
−Removed: 3.1 Third Amended and Restated Certificate of Incorporation of Jackson Financial Inc., incorporated by reference to Exhibit 3.1 of Jackson Financial Inc.’s Current Report on Form 8-K, dated June 10, 2022.
−Removed: Fourth Supplemental Indenture dated as of June 8, 2022, between Jackson Financial Inc.
−Removed: and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 5.170% Senior Notes due 2027, incorporated by reference to Exhibit 4.2 of Jackson Financial Inc.’s Current Report on Form 8-K, dated June 8, 2022.
−Removed: Fifth Supplemental Indenture dated as of June 8, 2022, between Jackson Financial Inc.
−Removed: and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 5.670% Senior Notes due 2032, incorporated by reference to Exhibit 4.3 of Jackson Financial Inc.’s Current Report on Form 8-K, dated June 8, 2022.
−Removed: Form of Notice of Award of Restricted Shares and 2022 Director Restricted Shares Award Agreement (annual equity retainer) between Jackson Financial Inc.
−Removed: Form of Notice of Award of Director Restricted Shares and 2022 Director Restricted Shares Award Agreement (equity in lieu of cash retainer) between Jackson Financial Inc.
−Removed: Form of Notice of Director Restricted Share Units and 2022 Director Restricted Share Units Agreement (annual equity retainer) between Jackson Financial Inc.
−Removed: and Lily Fu Claffee, Gregory T.
−Removed: Durant, Steven A.
−Removed: Kandarian, Drew Lawton, Martin J.
−Removed: Lippert, Russell G.
−Removed: Noles, and Esta E.
−Removed: Form of Notice of Director Restricted Share Units and 2022 Director Restricted Share Units Agreement (equity in lieu of cash retainer) between Jackson Financial Inc.
−Removed: and Lily Fu Claffee, Martin J.
−Removed: Lippert, and Esta E.
+Added: Jackson Financial Inc.
+Added: Severance Plan .
31.1* Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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JACKSON FINANCIAL INC.
−Removed: August 10, 2022 By:
+Added: November 10, 2022
/s/ Marcia Wadsten
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.