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Exhibit 10.41
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
SECURITIES THAT HAVE
BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
MetLife Deferred Compensation Plan for Officers
(as amended and restated effective November 1, 2003)
1. Purpose. The purpose of the
Plan is to provide an opportunity for
Participants to
delay receipt of certain compensation until a later
date, at which
time payment of the compensation will be made after
adjustment for the
simulated investment experience of such compensation
from date of
deferral.
2. Plan Administration.
2.1. The Plan Administrator shall
administer the Plan.
2.2. The Plan Administrator may establish,
amend, and rescind rules
and regulations relating to the Plan, provide for conditions
necessary or advisable to protect the interest of the MetLife
Companies, construe all communications related to the Plan,
and make all other determinations it deems necessary or
advisable for the administration and interpretation of the
Plan.
2.3. Determinations, interpretations, and
other actions made by the
Plan Administrator shall be final, binding, and conclusive for
all purposes and upon all individuals.
2.4. The Plan
Administrator may prescribe forms as the sole and
exclusive means for Participants to take actions authorized or
allowed under the Plan. The Plan Administrator may issue
communications to Eligible Associates and Participants as it
deems necessary or appropriate in connection with the Plan
(including but not limited to communications explaining the
risks and potential benefits of the Investment Tracking
Funds). Subject to the provisions of Section 20, the Plan
Administrator may, in its sole discretion, adjust the value of
Deferred Compensation Accounts on a basis other than as
prescribed
in Deferral Elections or Reallocation Elections,
including but not limited to the use of Investment Tracking
Funds other than those selected by the Participant.
2.5. Except to the extent prohibited by
law, communication by the
Plan Administrator (and by an Eligible Associate or
Participant to the extent authorized by the Plan
Administrator) of any document or writing, including any
document or writing that must be executed by a party, may be
in an electronic form of communication.
2.6. The Plan Administrator may appoint
such agents, who may be
officers or employees of a MetLife Company, as it deems
necessary or appropriate to assist it in administering the
Plan and may grant authority to such agents to execute
documents and take action on its behalf. The Plan
Administrator may consult such legal counsel, consultants, or
other professional as it deems desirable and may rely on any
opinion received from any such professional or from its agent.
All expenses incurred in the administration of the Plan
shall
be paid by one or more of the MetLife Companies.
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3. Eligibility to Participate.
Each Officer and 090 Employee shall be
eligible to
participate in this Plan; provided, however, that unless
the Plan
Administrator determines otherwise, no Officer or 090 Employee
who receives a
payment pursuant to Section 13 of this Plan (or similar
provision in any
other non-qualified deferred compensation plan in
which the
individual participated by virtue of employment with any
MetLife Company)
shall be eligible to participate in this Plan with
regard to
Compensation payable in any calendar year prior to the
calendar year next
beginning after the third anniversary of such
payment pursuant
to Section 13 is made.
4. Deferral Elections.
4.1. Each calendar year at such time as is
determined by the Plan
Administrator, each Eligible Associate may complete a Deferral
Election applicable to the Eligible Associate's Compensation
payable in the following calendar year and submit such
Deferral Election to the Plan Administrator. The Plan
Administrator shall prescribe the form(s) of Deferral
Election.
4.2. Each Deferral Election shall indicate
(a) the percentage, in
increments of 5%, or maximum dollar amount of base salary
(which, for greater clarity, shall not include any payments
under any such plans contingent on a separation agreement,
release, or similar agreement) that would otherwise be paid
the receipt of
which the Eligible Associate wishes to defer
into a Deferred Cash Compensation Account, which shall be no
greater than 75% of base salary; (b) the percentage, in
increments of 5%, or (except for payments under the Long Term
Performance Compensation Plan, International Long Term
Performance Compensation Plan, or payments to an 090 Employee)
maximum dollar amount of Cash Incentive Compensation, by plan
under which such Compensation may be payable, that would
otherwise be paid the receipt of which the Eligible Associate
wishes to defer into a Deferred Cash Compensation Account
(provided,
however, that if the Participant expresses a
maximum dollar amount of Cash Incentive Compensation for
deferral and the amount of Cash Incentive Compensation
actually payable to the Participant is less than the maximum
dollar amount specified, the Deferral Election shall be deemed
to apply to the full amount of the Cash Incentive
Compensation); (c) the percentage, in increments of 5%, of
Stock Compensation that would otherwise be paid the receipt of
which the Eligible Associate wishes to defer into a Deferred
Stock Compensation Account; (d) the percentage, in increments
of
5%, of cash payments under the Long Term Performance
Compensation Plan which the Eligible Associate wishes to defer
into a Deferred Stock Compensation Account, (e) the Investment
Tracking Fund(s) which the Eligible Participant selects to
adjust the value of the Deferred Cash Compensation Account and
the value of the Matching Contribution Account, in increments
of 5%; (f) the date on which the Eligible Participant wishes
the payment of the Deferred Stock Compensation Account to
begin; (g) the date on which the Eligible Participant wishes
the payment of the Deferred Cash Compensation Account and
Matching Contribution Account to begin; (h) whether the
Deferred Compensation Accounts are to be paid in a single lump
sum or annual installments; and (i) if the Deferred
Compensation Accounts are to be paid in annual installments,
the number (not to exceed fifteen (15)) of such installments.
If, upon Employment Discontinuance (or upon the conclusion of
the Participant's receipt of severance payments), the
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Participant is Retirement Eligible or will be deemed to be
Retirement Eligible upon attaining age 55, the Participant's
elections regarding Cash Incentive
Compensation and/or
Deferred Stock Compensation shall be applied to any such
compensation otherwise payable after the Participant's
Employment Discontinuance.
4.3.
Each Deferral Election that specifies any deferral of base
salary in terms of a maximum dollar amount rather than in
percentage terms must specify deferral of at least two hundred
dollars ($200) of base salary per pay period. Each Deferral
Election that specifies any deferral of Cash Incentive
Compensation in terms of a maximum dollar amount rather than
in percentage terms must specify deferral of at least five
thousand dollars ($5,000) of Cash Incentive Compensation per
year.
4.4. Each Deferral Election shall indicate
the date(s) on which the
Eligible Associate wishes the payment of a Deferred
Compensation Account to begin by indicating either: (a) a
single date certain that is no earlier than January 1 of the
calendar year following the calendar year in which the third
anniversary of the latest date any Compensation subject to the
Deferral Election would have otherwise been paid; (b) the date
of the Eligible Associate's termination of employment with
Retirement Eligibility.
4.5. The Plan Administrator may, in its
discretion, either reject
or reform any Deferral Election not consistent with (a) this
Section 4; (b) employer compliance with legal requirements
(including those regarding sufficient tax withholding and
those regarding payroll taxation for FICA or otherwise); or
(c) requirements for employee contributions or premium
payments from compensation under the terms of any plan.
4.6. Notwithstanding any other provisions
of this Plan, no
Compensation payable to a Participant less than one-hundred
eighty (180) days after the first day of the second calendar
month following a hardship payment to the Participant under
SIP or other qualified deferred compensation plan in which the
individual participates by virtue of employment with any
MetLife Company shall be deferred under this Plan.
5. Investment Tracking.
5.1. Except as provided in Section 2.4 of
this Plan, the value of a
Participant's Deferred Stock Compensation Account, and only
the value of such Deferred Stock Compensation Account, shall
be adjusted using the MetLife Deferred Shares Fund as provided
in Section 6.1 of this Plan, on the same basis as if the value
of
such Stock Compensation had been invested in MetLife Stock
for such period(s) of time determined by the Deferral Election
until it is payable.
5.2. The number of shares representing cash
payments under the Long
Term Performance Compensation Plan deferred into a Deferred
Stock Compensation Account pursuant to the terms of Section
4.2(d) of this Plan shall be initially determined by dividing
the amount of the cash payment deferred by the Fair Market
Value of the MetLife Stock on the date such payment was
granted to the Participant under the terms of the Long Term
Performance Compensation Plan, and shall thereafter be subject
to Investment Tracking on the same terms as the balance of the
Deferred Stock Compensation Account under Section 5.1 of this
Plan.
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5.3. Except as provided in Sections 2.4 and
5.1 of this Plan, the
value of each Participant's Deferred Cash Compensation Account
and Matching Contribution Account shall be adjusted to reflect
the simulated investment performance using the Investment
Tracking Funds selected by the Participant for purposes of
such valuation in the Deferral Election, and those selected by
the
Participant in subsequent Reallocation Elections, on the
same basis as if the value of such Deferred Compensation
Accounts had been invested in such Investment Tracking Funds
for such period(s) of time determined by the Deferral Election
and any Reallocation Election until it is payable.
6. Investment Tracking Funds.
The methods of Investment Tracking described
in this Section 6
shall be available for Deferral Elections and
Reallocation
Elections. If this Section 6 is amended, the Plan
Administrator may
require the Participant to make an appropriate change
in the
Participant's Investment Tracking or may unilaterally impose a
method of
Investment Tracking with regard to such parts of a
Participant's
Deferred Compensation Accounts affected by that
amendment.
6.1. MetLife Deferred Shares Fund. Subject
to Section 14.5 of this
Plan, value tracked in the MetLife Deferred
Shares Fund shall
be accounted in number of tracking shares equal to the number
of shares of MetLife Stock deferred and adjusted to simulate
the effect of each and any of the following on the Stock
Compensation had it been paid in MetLife Stock: (a) dividend;
(b) stock dividend; (c) stock split; (d) MetLife, Inc.
recapitalization (including, but not limited, to the payment
of an extraordinary dividend), (e) merger, consolidation,
combination, or spin-off affecting MetLife, Inc.
capitalization; (f) distribution of MetLife, Inc. assets to
holders of MetLife Stock (other than ordinary cash
dividends);
(g) exchange of shares, or (h) other similar corporate change.
Unless otherwise determined by the Plan Administrator, only
the value of a Participant's Deferred Stock Compensation
Account may be tracked in the MetLife Deferred Shares Fund.
6.2. Actively managed funds: Investment
Tracking according to the
changes in value of shares or units, as applicable, and
simulated reinvested dividends and other distributions to
share/accountholders in:
6.2.1. MetLife SIP Fixed Income Fund
6.2.2. Lord Abbett Bond Debenture Fund
6.2.3. Oakmark Fund (R)
6.2.4. MetLife SIP Small Company Stock Fund
6.2.5. Oakmark International Fund
6.3. Market index funds: Investment
Tracking according to the
changes in value of the:
6.3.1. S&P 500 (R) Index
6.3.2. Russell 2000 (R) Index
6.3.3. Nasdaq Composite (R) Index
6.3.4. MSCI-EAFE (R) Index
6.3.5. Lehman Brothers (R) Aggregate Bond Index
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6.3.6. Merrill Lynch US High Yield Master II Index
6.3.7. MSCI EMF Index (sm)
7. Reallocation Elections.
7.1. The Participant may change the
Investment Tracking Funds used
to adjust either (a) the value of new contributions to his/her
Deferred Cash Compensation Account and credits to his/her
Matching Contribution Account, from the date(s) Compensation
is deferred rather than paid and any Matching Contributions
are credited, as the case may be; and/or (b) the value of the
Participant's existing Deferred Cash Compensation Account and
Matching Contribution Account.
7.2. Unless otherwise determined by the
Plan Administrator, a
Reallocation Election shall be effective on the date it is
received by the Plan Administrator, or on the following
business day if it is received by the Plan Adminstrator at a
time when the Plan Administrator determines it is not
practicable or convenient to the operation of the Plan to
apply such Reallocation Election on the date it is received.
The number of Reallocation Elections by a Participant
regarding each of items (a) and (b) of Section 7.1,
respectively, shall not exceed six
(6) in any calendar year.
8. Matching Contribution. If a
Participant makes contributions to SIP
throughout a
calendar year, the Participant's Matching Contribution
Account shall be
credited with the amount of matching contributions (if
any) with which
the Participant's SIP account would have been credited
under the terms
and provisions of such plan, in each case with relation
to deferred
Compensation in that calendar year and the Compensation not
been deferred.
Notwithstanding the foregoing, no Matching Contributions
shall be credited
in favor of a Participant during the suspension of
such Participant's
deferrals pursuant to Section 4.6 of this Plan.
9. Beneficiary Designation. The
Plan Administrator shall prescribe the
form by which each
Eligible Associate and Participant may designate a
beneficiary or
beneficiaries (who may be named contingently or
successively, and
among whom payments received under this Plan may be
split as indicated
by the individual) for purposes of receiving payment
of Deferred
Compensation Accounts under this Plan after the death of
such individual.
Each designation will be effective only upon its
receipt by the
Plan Administrator during the life of the individual
making the
designation and shall revoke all prior beneficiary
designations by
that individual related to this Plan.
10. Payment of Deferred Compensation
Accounts.
10.1. Amount. Except as provided in Section 2.4
of this Plan, the
amount of payment(s) of each Deferred Compensation Account
shall reflect the value of those Deferred Compensation
Accounts through the date each payment of Deferred
Compensation Accounts is payable, as adjusted for Investment
Tracking. If payment of Deferred Compensation Accounts is to
be made
in installments, then the amount of each installment
payment will be determined by dividing the value of each of
the Deferred Compensation Accounts at the time each payment is
due by the remaining number of installments in which the
Deferred Compensation Accounts is to be paid.
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10.2. Form. Except as provided in Section 14.5 of
this Plan, payment
of a Participant's Deferred
Stock Compensation Account shall
be made in the form of shares of MetLife Stock. The form of
payment of all other Deferred Compensation Accounts shall be
cash.
10.3. Timing and Number of
Payments.
10.3.1. If a Participant dies on any date prior to
completion
of all payments from a Participant's Deferred
Compensation Accounts, the unpaid portions of the
Participant's Deferred Compensation Accounts shall
become immediately payable in a lump sum.
10.3.2. If the date on which payment of a Participant's
Deferred
Compensation Accounts is to begin, as
specified in the Participant's Deferral Election,
occurs prior to the Participant's Employment
Discontinuance, then the Participant's Deferred
Compensation Accounts shall be payable beginning on
the date determined by the Participant's Deferral
Election and in the number of payments determined by
the Participant's Deferral Election; provided,
however, that if the Participant's Employment
Discontinuance occurs prior to the completion of all
such payments, then all remaining
Deferred
Compensation Account shall be paid in a lump sum.
10.3.3. If the date on which payment of a Participant's
Deferred Compensation Accounts is to begin, as
specified in the Participant's Deferral Election, has
not occurred prior to the Participant's Employment
Discontinuance, and Participant is Retirement
Eligible
upon Employment Discontinuance (or upon the
conclusion of the Participant's receipt of severance
payments), then the Participant's Deferred
Compensation Accounts shall be payable beginning on
the date determined by the Participant's Deferral
Election and in the number of payments determined by
the Participant's Deferral Election.
10.3.4. If the date on which payment of a Participant's
Deferred Compensation Accounts is to begin, as
specified in the Participant's Deferral Election, has
not
yet occurred prior to the Participant's
Employment Discontinuance, and the Participant (a) is
not Retirement Eligible upon Employment
Discontinuance; (b) is, at Employment Discontinuance,
eligible to participate in a severance plan offered
by a MetLife Company; and (c) either will be deemed
to be Retirement Eligible upon attaining age 55 or
whose benefit under the Retirement Plan is otherwise
determined with reference to the reduction factors
for commencing benefit payments prior to normal
retirement
age applicable to Retirement Plan
participants with twenty (20) or more years of
service, then the Participant's Deferred Compensation
Accounts shall be payable and in the number of
payments determined by the Participant's Deferral
Election beginning on the date determined by the
Participant's Deferral Election; provided, however,
that if the Participant's Deferral Election specified
payment upon Retirement Eligibility then the
Participant's Deferred Compensation Accounts shall be
payable
upon the Participant's Employment
Discontinuance.
10.3.5. If the date on which payment of a Participant's
Deferred Compensation Accounts is to begin, as
