<PAGE>
EXHIBIT 10.3
LISA M. WEBER
AMENDED AND RESTATED
EMPLOYMENT CONTINUATION AGREEMENT
DATED NOVEMBER 30, 2001
METLIFE, INC.
<PAGE>
AMENDED AND RESTATED EMPLOYMENT CONTINUATION AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT between METLIFE, INC., a
Delaware
corporation (the "Company"), and Lisa M. Weber (the "Executive"),
dated as of
this 30th day of November, 2001.
WITNESSETH:
WHEREAS, the Company or an Affiliate has employed the Executive in
an
officer position and has determined that the Executive holds a
critical position
with the Company or an Affiliate;
WHEREAS, the Company believes that, in the event it is confronted
with
a situation that could result in a change in ownership or control
of the
Company, continuity of management will be essential to its ability
to evaluate
and respond to such situation in the best interests of its
shareholders;
WHEREAS, the Company understands that any such situation will
present
significant concerns for the Executive with respect to the
Executive's financial
and job security;
WHEREAS, the Company desires to assure itself or its Affiliate of
the
Executive's services during the period in which it is confronting
such a
situation, and to provide the Executive certain financial
assurances to enable
the Executive to perform the responsibilities of the Executive's
position
without undue distraction and to exercise judgment without bias due
to personal
circumstances;
WHEREAS, to achieve these objectives, the Company and the
Executive
desire to enter into an agreement providing the Company and the
Executive with
certain rights and obligations upon the occurrence of a Change of
Control (as so
defined);
NOW, THEREFORE, in consideration of the premises and mutual
covenants
herein contained, it is hereby agreed by and between the Company
and the
Executive as follows:
1. Operation of Agreement. (a) Term. The initial term of this
Agreement
shall commence on the date hereof and continue until the third
anniversary of
the date hereof. Thereafter, this Agreement will automatically
renew for
successive and consecutive additional three year periods following
the end of
its initial term and any extended term, unless the Company or the
Executive
gives the other party written notice at least 180 days prior to the
date the
term hereof would otherwise renew that it or the Executive does not
want the
term to be so extended; provided, however, that, the Company may
not deliver a
notice of nonrenewal after a Change of Control (as defined in
Section 2(a)
hereof). Notwithstanding anything to the contrary in this
Agreement, the
<PAGE>
term of this Agreement shall in all events expire (regardless of
when the term
would otherwise have expired) on the third anniversary of a Change
of Control.
(b) Effective Date. Notwithstanding the provisions of Section
1(a)
hereof, this Agreement shall govern the terms and conditions of the
Executive's
employment and the benefits and compensation to be provided to the
Executive
commencing on the date on which a Change of Control occurs (the
"Effective
Date") and ending on the date the term of this Agreement otherwise
expires. If
the Executive is not employed by the Company or an Affiliate on the
Effective
Date, this Agreement shall be void and without effect and shall
neither
constitute a contract of employment or a guarantee of employment
for any period
of time or limit in any way the right of the Company or any
Affiliate to change
the terms and conditions of the Executive's employment or terminate
the
Executive's employment.
2. Definitions. (a) Change of Control. For the purposes of this
Agreement, a "Change of Control" shall be deemed to have occurred
if:
(i)
any Person acquires "beneficial ownership" (within the
meaning of Rule 13d-3 under the Securities Exchange Act of 1934,
as
amended (the "Exchange Act")), directly or indirectly, of
securities of
the Company representing 25% or more of the combined Voting Power
of
the Company's securities;
(ii) within any 24-month period, the persons who were
directors of the Company at the beginning of such period (the
"Incumbent Directors") shall cease to constitute at least a
majority of
the Board of Directors of the Company (the "Board") or the board
of
directors of any successor to the Company; provided, however, that
any
director elected or nominated for election to the Board by a
majority
of the Incumbent Directors then still in office shall be deemed to
be
an Incumbent Director for purposes of this subclause 2(a)(ii);
(iii) the stockholders of the Company approve a merger,
consolidation, share exchange, division, sale or other disposition
of
all or substantially all of the assets of the Company which is
consummated (a "Corporate Event"), and immediately following
the
consummation of which the stockholders of the Company immediately
prior
to such Corporate Event do not hold, directly or indirectly, a
majority
of the Voting Power of (x) in the case of a merger or
consolidation,
the surviving or resulting corporation, (y) in the case of a
share
exchange, the acquiring corporation or (z) in the case of a
division or
a sale or other disposition of assets, each surviving, resulting
or
acquiring corporation which, immediately following the relevant
Corporate Event, holds more than 25% of the consolidated assets of
the
Company immediately prior to such Corporate Event; or
(iv) any other event occurs which the Board declares to be a
Change of Control.
2
<PAGE>
(b) Person. For purposes of the definition of Change of
Control,
"Person" shall have the meaning ascribed to such term in Section
3(a)(9) of the
Exchange Act, as supplemented by Section 13(d)(3) of the Exchange
Act, and shall
include any group (within the meaning of Rule 13d-5(b) under the
Exchange Act);
provided, however, that "Person" shall not include (x) the Company
or any
Affiliate, (y) the MetLife Policyholder Trust (or any person(s) who
would
otherwise be described herein solely by reason of having the power
to control
the voting of the shares held by that trust), or (z) any employee
benefit plan
(including an employee stock ownership plan) sponsored by the
Company or any
Affiliate.
(c) Voting Power. "Voting Power" shall mean such number of
Voting
Securities as shall enable the holders thereof to cast all the
votes which could
be cast in an annual election of directors of a company, and
"Voting Securities"
shall mean all securities entitling the holders thereof to vote in
an annual
election of directors of a company.
(d) Affiliate. An "Affiliate" shall mean any corporation,
partnership,
limited liability company, trust or other entity which directly, or
indirectly
through one or more intermediaries, controls, or is controlled by,
the Company.
3. Employment Period. Subject to Section 6 hereof, the Company
agrees
to continue the Executive in its employ or the employ of an
Affiliate, and the
Executive agrees to remain in the employ of the Company or an
Affiliate, for the
period (the "Employment Period") commencing on the Effective Date
and ending on
the expiration of the term of this Agreement.
4. Business Time. During the Employment Period, the Executive
agrees to
devote full attention during normal business hours to the business
and affairs
of the Company and Affiliates and to use the Executive's best
efforts to perform
faithfully and efficiently the responsibilities assigned to the
Executive
hereunder, to the extent necessary to discharge such
responsibilities, except
for (i) time spent in managing the Executive's personal, financial
and legal
affairs and serving on corporate, civic or charitable boards or
committees, in
each case only if and to the extent not substantially interfering
with the
performance of such responsibilities, and (ii) periods of vacation
and sick
leave to which the Executive is entitled. It is expressly
understood and agreed
that the Executive's continuing to serve on any boards and
committees on which
the Executive is serving or with which the Executive is otherwise
associated
immediately preceding the Effective Date shall not be deemed to
interfere with
the performance of the Executive's services to the Company or
Affiliates.
5. Compensation and Location. (a) Base Salary. During the
Employment
Period, the Executive shall receive a base salary at a monthly rate
at least
equal to the monthly salary paid to the Executive by the Company
and any
Affiliate immediately prior to the Effective Date. The base salary
shall be
reviewed at least once each year after the Effective Date, and may
be increased
(but not decreased) at any time and from time to time by action of
the Board or
any committee thereof, or the Board of Directors of an Affiliate or
any
committee thereof, or any individual having authority to take
such
3
<PAGE>
action in accordance with the regular practices of the Company or
an Affiliate.
The Executive's base salary, as it may be increased from time to
time, shall
hereafter be referred to as the "Base Salary". Neither the Base
Salary nor any
increase in the Base Salary after the Effective Date shall serve to
limit or
reduce any other obligation of the Company hereunder. During the
Employment
Period, the Executive's Base Salary shall be paid no less
frequently than
monthly, except as electively deferred by the Executive pursuant to
any deferral
programs or arrangements that the Company or an Affiliate may make
available to
the Executive.
(b) Total Incentive Compensation.
(i) During the Employment Period, in addition to the Base
Salary, the Executive shall be afforded the opportunity to (x)
receive
an annual bonus in an amount which provides the Executive with at
least
the same bonus opportunity as other executives of the Company
and
Affiliates of a rank comparable to that of the Executive, and
(y)
participate in all long-term incentive compensation programs for
key
executives, including but not limited to those awards or grants
made in
the form of cash, stock awards, restricted stock, stock options,
and
other forms of long-term incentive compensation ("Long-Term
Compensation"), at a level that is at least commensurate with the
level
made available from time to time to executives of the Company
and
Affiliates of a rank comparable to that of the Executive.
(ii) For each fiscal year that ends during the Employment
Period, the aggregate of the value of the annual bonus awarded
or
granted to the Executive attributable to that fiscal year (the
"Annual
Bonus") plus the value of the Long-Term Compensation ("Total
Incentive
Compensation") awarded or granted to the Executive attributable to
that
year, shall be no lower than the aggregate value of Total
Incentive
Compensation awarded or granted to the Executive attributable to
any of
the prior three (3) fiscal years.
(iii) If any fiscal year commences but does not end during the
Employment Period, the Executive shall be awarded or granted at
least a
pro-rated Annual Bonus attributable to the portion of the fiscal
year
occurring during the Employment Period, and such amount shall be
no
lower than the same pro-rated portion of the any of the three (3)
prior
Annual Bonuses awarded or granted to the Executive attributable
to
complete fiscal years.
(iv) Each Annual Bonus shall be paid as soon as practicable
following the year for which the amount (or any prorated portion)
is
awarded or granted, unless electively deferred by the Executive
pursuant
to any deferral programs or arrangements that the Company may
make available to the Executive.
(v) For all purposes of determining the value of Total
Incentive Compensation or any of its components pursuant to
this
Section 5(b), (w) all compensation awarded or granted to the
Executive
(or, with reference to Section 5(b)(i), which the Executive has
the
opportunity to receive) prior to the beginning
4
<PAGE>
of the Employment Period shall be valued using the methods as were
used
by the Company or Affiliate (as applicable) in valuing that
compensation for purposes of communicating that annual Total
Incentive
Compensation to the Executive in writing; (x) all compensation
awarded
or granted to the Executive (or, with reference to Section
5(b)(i),
which the Executive has the opportunity to receive) during the
Employment Period shall be valued using the same methods as were
used
by the Company or Affiliate (as applicable) in valuing compensation
for
purposes of communicating annual Total Incentive Compensation to
the
Executive in writing for the final fiscal year that began prior to
the
Employment Period and, should that communication fail to value
a
particular form of compensation that must be valued for purposes
of
this Section 5(b)(x), otherwise using such methods as were
presented or
produced by the Board or the committee thereof charged with
responsibility for executive compensation in writing in valuing
the
executive compensation programs of enterprises competitive to
the
Company or any Affiliates for the final fiscal year that began
prior to
the Employment Period; (y) with regard to fiscal years or
portions
thereof during to the Employment Period, only to the extent
those
awards or grants provided to the Executive within that fiscal year
or
in the first quarter of the following fiscal year free of Company
or
Affiliate discretion to reduce the amount or value of the award
or
grant shall such awards or grants be attributable to fiscal years
or
portions thereof; and (z) notwithstanding any other subclause of
this
Section 5(b)(v), with regard to the Metropolitan Life Insurance
Company
Long-Term Performance Compensation Plan, opportunities set shall
be
considered to constitute awards or grants and such opportunities
set
within four months after the end of the fiscal year shall be
attributed
to the prior fiscal year.
(c) Benefit Plans. During the Employment Period, the Executive
(and, to
the extent applicable, the Executive's dependents) shall be
entitled to
participate in or be covered under all pension, retirement,
deferred
compensation, savings, medical, dental, health, disability, group
life,
accidental death and travel accident insurance plans and programs
of the Company
or Affiliate, whichever is applicable, at the level made available
from time to
time to other similarly situated officers.
(d) Expenses. During the Employment Period, the Executive shall
be
entitled to receive prompt reimbursement for all reasonable
expenses incurred by
the Executive in accordance with the policies and procedures of the
Company or
Affiliate, whichever is applicable, as in effect from time to time
with respect
to expenses incurred by other similarly situated officers.
(e) Vacation and Fringe Benefits. During the Employment Period,
the
Executive shall be entitled to paid vacation and fringe benefits at
a level that
is commensurate with the paid vacation and fringe benefits
available from time
to time to other similarly situated officers.
(f) Indemnification. During and after the Employment Period,
the
Company (if the Executive is an officer or employee of the Company
at the time
of the events giving rise to the need for indemnity) and/or each
Affiliate of
which the Executive is an
5
<PAGE>
officer or employee at the time of the events giving rise to the
need for
indemnity, shall indemnify the Executive and hold the Executive
harmless from
and against judgments, fines, amounts paid in settlement and
reasonable
expenses, including attorneys' fees, on the same terms and
conditions applicable
from time to time with respect to the indemnification of its other
senior
officers of comparable rank.
(g) Location. During the Employment Period, the Executive's
services
shall be performed at the location where the Executive was employed
immediately
preceding the Effective Date or at any other office or location not
more than 50
miles from such pre-Effective Date, except for travel reasonably
required in the
performance of the Executive's responsibilities.
6. Termination. (a) Death, Disability or Retirement. Subject to
the
provisions of Section 1 and Section 7 hereof, this Agreement shall
terminate
automatically upon the Executive's death, termination due to
"Disability" (as
defined below) or voluntary retirement under any of the Company's
(or
Affiliate's, as applicable) retirement plans as in effect from time
to time. For
purposes of this Agreement, "Disability" shall mean the Executive's
inability to
perform the duties of the Executive's position, as determined in
accordance with
the policies and procedures applicable with respect to the
Company's (or
Affiliate's, as applicable) long-term disability plan, as in effect
immediately
prior to the Effective Date; provided, however, that the
Executive's employment
may not be terminated for Disability hereunder unless the Executive
has
requested that the Executive be considered for, and has qualified
to receive,
long-term disability benefits under such plan and that such
termination is
consistent with law.
(b) Voluntary Termination. Notwithstanding anything in this
Agreement
to the contrary, the Executive may voluntarily terminate employment
during the
Employment Period for any reason (including early retirement under
the terms of
any of the Company's (or Affiliate's, as applicable) retirement
plans as in
effect from time to time), upon not less than 60 days' written
notice to the
Company, provided that any termination by the Executive pursuant to
Section 6(d)
hereof on account of Good Reason (as defined therein) shall not be
treated as a
voluntary termination under this Section 6(b).
(c) Cause. The Company (or Affiliate, as applicable) may terminate
the
Executive's employment for Cause. For purposes of this Agreement,
"Cause" means
(i) the Executive's conviction or plea of nolo contendere to a
felony; (ii) an
act of dishonesty or gross misconduct on the Executive's part which
results or
is intended to result in material damage to the Company's business
or
reputation; or (iii) repeated material violations by the Executive
of the
Executive's obligations und
