-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K0kCbbTu5EtnLUbowL9CsJTT4TEnxVsI31YpUoehmLyXLFRzcT3NaKbfNuPAWtp0 e5ZghrKx2uFpyec/hu1RLQ== 0000950123-05-002410.txt : 20050228 0000950123-05-002410.hdr.sgml : 20050228 20050228171553 ACCESSION NUMBER: 0000950123-05-002410 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050222 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050228 DATE AS OF CHANGE: 20050228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: METLIFE INC CENTRAL INDEX KEY: 0001099219 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 134075851 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15787 FILM NUMBER: 05646656 BUSINESS ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 2125782211 MAIL ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 8-K 1 y06156e8vk.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) February 22, 2005 MetLife, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-15787 13-4075851 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 200 Park Avenue, New York, New York 10166-0188 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 212-578-2211 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) N/A - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01 Entry into a Material Definitive Agreement. On February 22, 2005, the Board approved the grant of options under the MetLife, Inc. 2005 Stock and Incentive Compensation Plan (the "2005 Stock Plan") (filed as exhibit 10.2 to MetLife, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004) to certain employees of the Company, including the executive officers of the Company set forth below, subject to the terms of the 2005 Stock Plan and the stock option agreement, the form of which was approved by the Board in September 2004 and is attached hereto as exhibit 10.1 and incorporated herein by reference. The grant of options is effective on April 15, 2005 and subject to (i) the employment of the executive officer by the Company or an affiliate of the Company on April 15, 2005, and (ii) the execution by the Company and the executive officer of the stock option agreement on or after April 15, 2005. The exercise price of the options shall be the closing price of the Company's common stock on the New York Stock Exchange on April 15, 2005. At the same meeting, the Board also approved the grant of performance shares under the 2005 Stock Plan to certain employees of the Company, including the executive officers of the Company set forth below, subject to the terms of the 2005 Stock Plan and the performance share agreement, the form of which was approved by the Board in September 2004 and is attached hereto as exhibit 10.2 and is incorporated herein by reference. The performance period applicable to these performance shares begins on January 1, 2005 and ends on December 31, 2007. The grant of performance shares is effective on April 15, 2005 and subject to (i) the employment of the officer by the Company or an affiliate of the Company on April 15, 2005, and (ii) the execution by the Company and the executive officer of the performance share agreement on or after April 15, 2005. Executive officers subject to Section 16 of the Securities Exchange Act of 1934, as amended, who have been granted performance shares and/or stock options will file any reports required by Section 16 after such grants become effective. Executive Officer Number of Options Number of Performance Shares ----------------- ----------------- ---------------------------- Robert H. Benmosche 400,000 127,500 Chairman of the Board and Chief Executive Officer C. Robert Henrikson 90,000 30,000 President, U.S. Insurance and Financial Services Lisa M. Weber 55,000 25,000 President, Individual Business Catherine A. Rein 55,000 18,000 Senior Executive Vice President and Chief Administrative Officer William J. Toppeta 55,000 25,000 President, International Item 9.01 Financial Statements and Exhibits. (a) Not applicable. (b) Not applicable. (c) 10.1 Form of Management Stock Option Agreement under the MetLife, Inc. 2005 Stock and Incentive Compensation Plan. 10.2 Form of Management Performance Share Agreement under the MetLife, Inc. 2005 Stock and Incentive Compensation Plan. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. METLIFE, INC. By: /s/ Gwenn L. Carr ------------------------------------------ Name: Gwenn L. Carr Title: Senior Vice-President and Secretary Date: February 28, 2005 EXHIBIT INDEX ------------- Exhibit Number Exhibit - ------- ------- 10.1 Form of Management Stock Option Agreement under the MetLife, Inc. 2005 Stock and Incentive Compensation Plan. 10.2 Form of Management Performance Share Agreement under the MetLife, Inc. 2005 Stock and Incentive Compensation Plan. EX-10.1 2 y06156exv10w1.txt FORM OF MANAGEMENT STOCK OPTION AGREEMENT EXHIBIT 10.1 MANAGEMENT STOCK OPTION AGREEMENT MetLife, Inc. confirms that, on [GRANT DATE] (the "Grant Date"), it granted you, [NAME], [NUMBER] Stock Options (your "Options"). Each Option entitles you to purchase one Share for $[CLOSING PRICE ON DATE OF GRANT] per Share (the "Exercise Price"). Your Options are subject to the terms and conditions of this Management Stock Option Agreement (this "Agreement") and the MetLife, Inc. 2005 Stock and Incentive Compensation Plan (the "Plan"). 1. STANDARD TERMS OF YOUR OPTIONS. Except as provided in Sections 3 (Change of Status) and 4 (Change of Control), one-third (1/3) of your Options will become exercisable on each of the first, second and third anniversaries of the Grant Date, and you may exercise your Options until the close of business on [DAY PRIOR TO THE TENTH (10TH) ANNIVERSARY OF THE GRANT DATE] (the "Standard Terms"). Neither this date, nor any other deadline for exercise of your Options under this Agreement, will be extended regardless of whether you are unable to exercise your Options on that date because it is not a business day, due to trading limitations, or otherwise. 2. EXERCISE OF YOUR OPTIONS. (a) You may exercise any of your Options that have become exercisable by notifying the Company, using procedures that will be established for this purpose, and paying for the Shares at the time you exercise your Options. Any exercisable Options that you fail to exercise within the applicable period for exercise will be forfeited. (b) You may pay the Exercise Price in one or more of the following ways: (1) in cash, (2) by exchanging Shares you already own (as long as those Shares are not subject to any pledge or other security interest) at the Closing Price on the date of exchange, (3) to the extent permitted by law, through an arrangement with the broker designated by the Company in which the broker will use the proceeds of the sale of a sufficient number of Shares to pay the Exercise Price, or (4) through a combination of the above. The combined value paid must have a value as of the date tendered that is at least equal to the Exercise Price. (c) You must exercise your Options in accordance with the Company's insider trading policy and any applicable pre-trading clearance procedures. Your exercise of Options or sale of Shares may be prohibited at certain times, or delayed, due to Share trading volume limitations imposed by the Company. The issuance of Shares pursuant to your Options is subject to all applicable laws, rules and regulations, and to any approvals by any governmental agencies or national securities exchanges as may be required. No Shares will be issued upon exercise of any of your Options if that issuance or exercise would result in a violation of applicable law, including the federal securities laws and any applicable state or foreign securities laws. (d) The number of Shares issuable upon exercise of your Options shall be reduced to the nearest whole Share. If you retain some or all of the Shares after you exercise your Options, you will receive evidence of ownership of those Shares. 3. CHANGE OF STATUS. For purposes of this Section 3, your transfer between the Company and an Affiliate, or among Affiliates, will not be a termination of employment. In the event of a Change of Control, any applicable terms of Section 4 (Change of Control) will supersede the terms of this Section 3. (a) Long-Term Disability. In the event you qualify for long-term disability benefits under a plan or arrangement offered by the Company or an Affiliate for its Employees, the Standard Terms will continue to apply to your Options. Once this provision applies, no other change of status described in this Sections 3 (except the provision regarding termination for Cause) will affect your Options, even if you subsequently return to active service or your employment with the Company or an Affiliate terminates other than for Cause. (b) Death. In the event that your employment with the Company or an Affiliate terminates due to your death, all of your Options will be immediately exercisable and will remain exercisable until the close of business on the Expiration Date. (c) Retirement. If your employment with the Company or an Affiliate terminates (other than for Cause) on after your early retirement date or normal retirement date (in each case determined under any ERISA qualified benefit plan offered by the Company or an Affiliate in which you participate) ("Retirement"), the Standard Terms will continue to apply to your Options. (d) Bridge Eligibility. If your employment with the Company or an Affiliate terminates (other than for Cause) with bridge eligibility for retirement-related medical benefits (determined under an ERISA qualified benefit plan offered by the Company or an Affiliate in which you participate, if any) ("Bridge Eligibility"), and your separation agreement (offered to you under the severance program offered by the Company or an Affiliate to its Employees) becomes final, the Standard Terms will continue to apply to your Options. (e) Termination for Cause. In the event that your employment with the Company or an Affiliate terminates for Cause, all of your Options will be forfeited immediately. (f) Other Termination of Employment. Unless the Committee determines otherwise, if no other provision in this Section 3 regarding change of status applies, including, for example, your voluntary termination of employment, your termination without Retirement or Bridge Eligibility, or your termination by the Company or an Affiliate without Cause, then (a) your Options that are exercisable as of the date of termination will remain exercisable until the close of business on the 30th day after the date of your termination or until they would expire under the Standard Terms, whichever period is shorter; and (b) all of your Options that are not exercisable at the date of termination of your employment with the Company or an Affiliate will be forfeited immediately. 4. CHANGE OF CONTROL. (a) Except as provided in Section 4(b) and 4(c), and unless otherwise prohibited under law or by applicable rules of a national security exchange, if a Change of Control occurs: (1) all of your unexercised Options will become exercisable immediately regardless of the applicable exercise schedule; and (2) notwithstanding any provisions of Section 3 (Change of Status) to the contrary, if your employment with the Company or any Affiliate terminates without Cause before the first anniversary of the Change of Control, your Options will remain exercisable until the earlier of: (a) their expiration under the Standard Terms; or (b) the 2 first anniversary of the termination of your employment. For purposes of this Section 4(a)(2), your transfer between the Company and an Affiliate, or among Affiliates, will not be a termination of employment. (b) Notwithstanding Section 4(a), the Committee may elect to redeem your Options for a cash payment equal to the Change of Control Price less the Exercise Price, multiplied by the number of exercisable Options that you have not yet exercised. (c) The terms of Sections 4(a) and 4(b) will not apply to your Options if the Committee reasonably determines in good faith, prior to the Change of Control, that you have been granted an Alternative Award for your Options pursuant to Section 15.2 of the Plan. 5. NONTRANSFERABILITY OF AWARDS. Except as provided in Section 6 or otherwise permitted by the Committee, you may not sell, transfer, pledge, assign or otherwise alienate or hypothecate any of your Options, and all rights with respect to your Options are exercisable during your lifetime only by you. 6. BENEFICIARY DESIGNATION. You may name any beneficiary or beneficiaries (who may be named contingently or successively) who may then exercise any right under this Agreement in the event of your death. Each beneficiary designation for such purpose will revoke all such prior designations. Beneficiary designations must be properly completed on a form prescribed by the Committee and must be filed with the Company during your lifetime. If you have not designated a beneficiary, your rights under this Agreement will pass to and may be exercised by your estate. 7. TAX WITHHOLDING. The Company will withhold from payment made under this Agreement, or require you to remit, an amount sufficient to satisfy the minimum statutory Federal, state, and local tax withholding requirements relating to the exercise of your Options. The Company will defer payment of cash or the issuance of Shares until this requirement is satisfied. You may satisfy this withholding requirement by: (a) paying cash to the Company to cover the tax obligation; (b) having Shares otherwise issuable upon the exercise of your Options withheld by the Company at the Closing Price of those Shares as of the date of exercise applied to cover the tax obligation; or (c) delivering previously acquired Shares to the Company having a Closing Price value as of the date of exercise equal to all or part of the tax obligation associated with the transaction, and cash equal to the balance of the tax obligation. 8. ADJUSTMENTS. The Committee may, in its discretion, make adjustments in the terms and conditions of your Options in recognition of unusual or nonrecurring events affecting the Company or its financial statements, or in recognition of changes to applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate to prevent unintended dilution or enlargement of the potential benefits of your Options. The Committee's determination in this regard will be conclusive. 9. CLOSING PRICE. For purpose of this Agreement, "Closing Price" will mean the closing price of a Share as reported in the principal consolidated transaction reporting system for the New York Stock Exchange (or on such other recognized quotation system on which the trading prices of the Shares are quoted at the relevant time), or in the event that there are no Share transactions reported on such tape or other system on the applicable date, the closing price on the 3 immediately preceding date on which Share transactions were reported. Closing Price shall constitute "Fair Market Value" under the Plan for all purposes related to your Options. 10. NO GUARANTEE OF EMPLOYMENT. This Agreement is not a contract of employment and it is not a guarantee of employment for life or any period of time. Nothing in this Agreement interferes with or limits in any way the right of the Company or an Affiliate to terminate your employment at any time. This Agreement does not give you any right to continue in the employ of the Company or an Affiliate. 11. GOVERNING LAW; CHOICE OF FORUM. This Agreement will be construed in accordance with and governed by the laws of the State of Delaware, regardless of the law that might be applied under principles of conflict of laws. Any action to enforce this Agreement or any action otherwise regarding this Agreement must be brought in a court in the State of New York, to which jurisdiction the Company and you consent. 14. MISCELLANEOUS. For purposes of this Agreement, "Committee" includes any direct or indirect delegate of the Committee as defined in the Plan and the word "Section" refers to a Section in this Agreement. Any other capitalized word used in this Agreement and not defined in this Agreement, including each form of that word, is defined in the Plan. Any determination or interpretation by the Committee pursuant to this Agreement will be final and conclusive. In the event of a conflict between any term of this Agreement and the terms of the Plan, the terms of the Plan control. This Agreement and the Plan represent the entire agreement between you and the Company, and you and all Affiliates, regarding your Options. No promises, terms, or agreements of any kind regarding your Options that are not set forth, or referred to, in this Agreement or in the Plan are part of this Agreement. In the event any provision of this Agreement is held illegal or invalid, the rest of this Agreement will remain enforceable. If you are an Employee of an Affiliate, your Options are being provided to you by the Company on behalf of that Affiliate, and the value of your Options will be considered a compensation obligation of that Affiliate. The Committee may, in its discretion, substitute Stock Appreciation Rights for your Options to the extent permitted by the Plan. 4 15. AMENDMENTS. The Committee has the exclusive right to amend this Agreement as long as the amendment does not adversely affect any of your previously-granted Awards in any material way (without your written consent) and is otherwise consistent with the Plan. The Company will give written notice to you (or, in the event of your death, to your beneficiary or estate) of any amendment as promptly as practicable after its adoption. 16. AGREEMENT TO PROTECT CORPORATE PROPERTY. The grant of your Options is subject to your execution of the Agreement to Protect Corporate Property provided to you with this Agreement ("Property Agreement"). If you do not return a signed copy of the Property Agreement, this Agreement and the Options granted to you will be void. The Company may in its sole discretion allow an extension of time for you to return your signed Property Agreement. IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute this Agreement, and you have executed this Agreement. METLIFE, INC. EMPLOYEE By: Robert H. Benmosche [NAME] ------------------- Name Chairman of the Board and CEO ----------------------------- Title ------------------------------ -------------------------------- Signature Signature Date: --------------------------- 5 EX-10.2 3 y06156exv10w2.txt FORM OF MANAGEMENT PERFORMANCE SHARE AGREEMENT EXHIBIT 10.2 MANAGEMENT PERFORMANCE SHARE AGREEMENT MetLife, Inc. confirms that, on [GRANT DATE] (the "Grant Date"), it granted you, [NAME], [NUMBER] Performance Shares (your "Performance Shares"). Your Performance Shares are subject to the terms and conditions of this Management Performance Share Agreement (this "Agreement") and the MetLife, Inc. 2005 Stock and Incentive Compensation Plan (the "Plan"). 1. STANDARD PERFORMANCE TERMS. (a) The Performance Period for your Performance Shares will begin on [DATE], [YEAR] and end on the December 31 immediately preceding the third anniversary of the beginning of the Performance Period. (b) Except in so far as Sections 2 (Change of Status) or 3 (Change of Control) apply to your Performance Shares, after the conclusion of the Performance Period, the Committee shall certify in writing the number of Performance Shares payable in accordance with Section 1(c) (your "Final Performance Shares"), and your Final Performance Shares will be due and payable in Shares. (c) The Committee will determine your Final Performance Shares by multiplying your Performance Shares by the "Performance Factor." The Performance Factor means a percentage (from zero to 200%) which is the sum of two other percentages (each from zero to 100%), described in (1) and (2) below. (1) The first percentage will be based on the Company's performance with respect to Net Operating Earnings Per Share during the Performance Period relative to the other companies in the Standard and Poor's Insurance Index, determined according to Table 1 of Schedule A to this Agreement. Net Operating Earnings Per Share means income, net of all taxes on income, less realized investment gains or losses and excluding any cumulative charges or benefits due to changes in accounting principles, divided by the number of shares outstanding determined on a diluted basis under Generally Accepted Accounting Principles. (2) The second percentage will be based on the Company's performance with respect to Total Shareholder Return during the Performance Period relative to the other companies in the Standard and Poor's Insurance Index, determined according to Table 2 of Schedule A to this Agreement. Total Shareholder Return means the change (plus or minus) in the average Fair Market Value (and, in the case of a company other than the Company, the most closely analogous price) in the twenty (20) days prior to the first day of the Performance Period to the average Closing Price (and, the case of an entity other than the Company, the most closely analogous price) in the twenty (20) days prior to the final day of the Performance Period, plus dividends (if any) actually paid on Shares on a reinvested basis, from the first day of the Performance Period to and including the last day of the Performance Period. (d) For these purposes, the Standard & Poor's Insurance Index means each company which is described by either of the following criteria: (1) the company is included in such index for the entirety of the Performance Period; or (2) the company is included in such index on the final day of the Performance Period, and at least fifty percent (50%) of the securities entitled to vote for the directors of that company were owned, directly or indirectly, immediately after and as the result of a merger, acquisition, or other similar corporate transaction, by a majority of the shareholders (determined immediately prior to such transaction) of a company that was either: (i) included in such index on the first day of the Performance Period, or (ii) described by this Section 1(d)(2). (e) The terms of this Section 1 shall be referred to as the "Standard Performance Terms." 2. CHANGE OF STATUS. For purposes of this Section 2, your transfer between the Company and an Affiliate, or among Affiliates, will not be a termination of employment. In the event of a Change of Control, any applicable terms of Section 3 (Change of Control) will supersede the terms of this Section 2. (a) Long-Term Disability. In the event you qualify for long-term disability benefits under a plan or arrangement offered by the Company or an Affiliate for its Employees, the Standard Performance Terms will continue to apply to your Performance Shares. Once this provision applies, no other change of status described in this Section 2 (except the provision regarding termination for Cause) will affect your Performance Shares, even if you subsequently return to active service or your employment with the Company or an Affiliate terminates other than for Cause. (b) Death. In the event that your employment with the Company or an Affiliate terminates due to your death, your Performance Shares will be due and payable in the form of cash at a value equal to the Closing Price on the date of your death. (c) Retirement. If your employment with the Company or an Affiliate terminates (other than for Cause) on after your early retirement date or normal retirement date (in each case determined under any ERISA qualified pension plan offered by the Company or an Affiliate in which you participate) ("Retirement"), the Standard Performance Terms will continue to apply to your Performance Shares. (d) Bridge Eligibility. If your employment with the Company or an Affiliate terminates (other than for Cause) with bridge eligibility for retirement-related medical benefits (determined under an ERISA qualified benefit plan offered by the Company or an Affiliate in which you participate, if any) ("Bridge Eligibility"), and your separation agreement (offered to you under the severance program offered by the Company or an Affiliate to its Employees) becomes final, the Standard Performance Terms will continue to apply to your Performance Shares. (e) Termination for Cause. In the event that your employment with the Company or an Affiliate terminates for Cause, your Performance Shares will be forfeited immediately. (f) Other Termination of Employment. Unless the Committee determines otherwise, if no other provision in this Section 2 regarding change of status applies, including, for example, your voluntary termination of employment, your termination without Retirement or Bridge Eligibility, or your termination by the Company or an Affiliate without Cause, your Performance Shares will be forfeited immediately. To the extent you are offered a separation agreement by the Company or an Affiliate, the value of your forfeited Performance Shares may, in the discretion of the Company or Affiliate, be considered in determining the terms of that offer. 2 3. CHANGE OF CONTROL. (a) Except as provided in Section 3(b), and unless otherwise prohibited under law or by applicable rules of a national security exchange, if a Change of Control occurs, your Performance Shares will be due and payable in the form of cash equal to the number of your Performance Shares multiplied by the Change of Control Price, and such sum shall be paid to you within thirty (30) day of the Change of Control. (b) The terms of Section 3(a) will not apply to your Performance Shares if the Committee reasonably determines in good faith, prior to the Change of Control, that you have been granted an Alternative Award for your Performance Shares pursuant to Section 15.2 of the Plan. 4. NONTRANSFERABILITY OF AWARDS. Except as provided in Section 5 or as otherwise permitted by the Committee, you may not sell, transfer, pledge, assign or otherwise alienate or hypothecate any of your Performance Shares, and all rights with respect to your Performance Shares are exercisable during your lifetime only by you. 5. BENEFICIARY DESIGNATION. You may name any beneficiary or beneficiaries (who may be named contingently or successively) who may then exercise any right under this Agreement in the event of your death. Each beneficiary designation for such purpose will revoke all such prior designations. Beneficiary designations must be properly completed on a form prescribed by the Committee and must be filed with the Company during your lifetime. If you have not designated a beneficiary, your rights under this Agreement will pass to and may be exercised by your estate. 6. TAX WITHHOLDING. The Company will withhold from payment made under this Agreement an amount sufficient to satisfy the minimum statutory Federal, state, and local tax withholding requirements relating to payment on account of your Performance Shares. 7. ADJUSTMENTS. The Committee may, in its discretion, make adjustments in the terms and conditions of your Performance Shares in recognition of unusual or nonrecurring events affecting the Company or its financial statements, or in recognition of changes to applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate to prevent unintended dilution or enlargement of the potential benefits of your Performance Shares. The Committee's determination in this regard will be conclusive. 8. TIMING OF PAYMENT. The Company will make payment to you as reasonably practicable after such payment become payable under this Agreement, unless you have earlier deferred such payment in accordance with arrangements offered to you for that purpose. If Shares are to be paid to you, you will receive evidence of ownership of those Shares. 9. CLOSING PRICE. For purpose of this Agreement, "Closing Price" will mean the closing price of a Share as reported in the principal consolidated transaction reporting system for the New York Stock Exchange (or on such other recognized quotation system on which the trading prices of the Shares are quoted at the relevant time), or in the event that there are no Share transactions reported on such tape or other system on the applicable date, the closing price on the immediately preceding date on which Share transactions were reported. Closing Price shall constitute "Fair Market Value" under the Plan for all purposes related to your Performance Shares. 3 10. NO GUARANTEE OF EMPLOYMENT. This Agreement is not a contract of employment and it is not a guarantee of employment for life or any period of time. Nothing in this Agreement interferes with or limits in any way the right of the Company or an Affiliates to terminate your employment at any time. This Agreement does not give you any right to continue in the employ of the Company or an Affiliate. 11. GOVERNING LAW; CHOICE OF FORUM. This Agreement will be construed in accordance with and governed by the laws of the State of Delaware, regardless of the law that might be applied under principles of conflict of laws. Any action to enforce this Agreement or any action otherwise regarding this Agreement must be brought in a court in the State of New York, to which jurisdiction the Company and you consent. 12. MISCELLANEOUS. For purposes of this Agreement, "Committee" includes any direct or indirect delegate of the Committee as defined in the Plan and the word "Section" refers to a Section in this Agreement. Any other capitalized word used in this Agreement and not defined in this Agreement, including each form of that word, is defined in the Plan. Any determination or interpretation by the Committee pursuant to this Agreement will be final and conclusive. In the event of a conflict between any term of this Agreement and the terms of the Plan, the terms of the Plan control. This Agreement and the Plan represent the entire agreement between you and the Company, and you and all Affiliates, regarding your Performance Shares. No promises, terms, or agreements of any kind regarding your Performance Shares that are not set forth, or referred to, in this Agreement or in the Plan are part of this Agreement. In the event any provision of this Agreement is held illegal or invalid, the rest of this Agreement will remain enforceable. If you are an Employee of an Affiliate, your Performance Shares are being provided to you by the Company on behalf of that Affiliate, and the value of your Performance Shares will be considered a compensation obligation of that Affiliate. Your Performance Shares are not Shares and do not give you the rights of a holder of Shares. You will not be credited with additional Performance Shares on account of any dividend paid on Shares. The issuance of Shares or payment of cash pursuant to your Performance Shares is subject to all applicable laws, rules and regulations, and to any approvals by any governmental agencies or national securities exchanges as may be required. No Shares will be issued or no cash will be paid if that issuance or payment would result in a violation of applicable law, including the federal securities laws and any applicable state or foreign securities laws. 4 13. AMENDMENTS. The Committee has the exclusive right to amend this Agreement as long as the amendment does not adversely affect any of your previously-granted Awards in any material way (without your written consent) and is otherwise consistent with the Plan. The Company will give written notice to you (or, in the event of your death, to your beneficiary or estate) of any amendment as promptly as practicable after its adoption. 14. AGREEMENT TO PROTECT CORPORATE PROPERTY. The grant of your Performance Shares is subject to your execution of the Agreement to Protect Corporate Property provided to you with this Agreement ("Property Agreement"). If you do not return a signed copy of the Property Agreement, this Agreement and the Performance Shares granted to you will be void. The Company may in its sole discretion allow an extension of time for you to return your signed Property Agreement. IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute this Agreement, and you have executed this Agreement. METLIFE, INC. EMPLOYEE By: Robert H. Benmosche [NAME] ------------------- Name Chairman of the Board and CEO ----------------------------- Title ----------------------------- ------------------------------ Signature Signature Date: ------------------------- 5 SCHEDULE A TO MANAGEMENT PERFORMANCE SHARE AGREEMENT
TABLE 1 TABLE 2 - --------------------------------------------------------------- -------------------------------------------------------------- NET OPERATING INCOME TOTAL SHAREHOLDER RETURN COMPANY PERFORMANCE FIRST PERCENTAGE FOR PURPOSES COMPANY PERFORMANCE SECOND PERCENTAGE FOR PURPOSES (PERCENTILE RELATIVE TO OTHER OF DETERMINING PERFORMANCE (PERCENTILE RELATIVE TO OTHER OF DETERMINING PERFORMANCE COMPANIES IN S&P INS INDEX) FACTOR* COMPANIES IN S&P INS INDEX) FACTOR* - ------------------------------ ----------------------------- ----------------------------- ------------------------------ 0-24 0 0-24 0 25 25 25 25 26 26 26 26 27 27 27 27 28 28 28 28 29 29 29 29 30 30 30 30 31 31 31 31 32 32 32 32 33 33 33 33 34 34 34 34 35 35 35 35 36 36 36 36 37 37 37 37 38 38 38 38 39 39 39 39 40 40 40 40 41 41 41 41 42 42 42 42 43 43 43 43 44 44 44 44 45 45 45 45 46 46 46 46 47 47 47 47 48 48 48 48 49 49 49 49 50 50 50 50 51 52 51 52 52 54 52 54 53 56 53 56 54 58 54 58 55 60 55 60 56 62 56 62 57 64 57 64 58 66 58 66 59 68 59 68 60 70 60 70 61 72 61 72 62 74 62 74 63 76 63 76 64 78 64 78 65 80 65 80 66 82 66 82 67 84 67 84 68 86 68 86 69 88 69 88 70 90 70 90 71 92 71 92 72 94 72 94 73 96 73 96 74 98 74 98 75-99 100 75-99 100
* First percentage and second percentage are added together and the total is multiplied by the number of Performance Shares granted to determine the number of Final Performance Shares. See Section 1(c) of this Agreement. -----END PRIVACY-ENHANCED MESSAGE-----