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 terms of this
Section 1 shall be referred to as the “Standard
Performance Terms” and will apply to your Performance Shares
except in so far as Sections 2 (Change of Status) or 3 (Change
of Control) apply.
(b) 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. 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 Change in
Annual Net Operating Income Available to Common Shareholders 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. For this
purpose, (a) “Net Operating Income Available to Common
Shareholders Per Share” for any period means net income,
excluding: (1) after-tax net investment gains and losses,
(2) after-tax adjustments related to net investment gains and
losses, (3) after-tax discontinued operations other than
discontinued real estate, and (4) preferred stock dividends,
in each case determined according to generally accepted accounting
principles, divided by the weighted average number of shares
outstanding during such period determined on a diluted basis under
generally accepted accounting principles; and (b) “Change in
Annual Net Operating Income Available to Common Shareholders Per
Share” means Net Operating Income Available to Common
Shareholders Per Share in the final calendar year of the
Performance Period divided by Net Operating Income Available to
Common Shareholders Per Share in the calendar year immediately
preceding the beginning of the Performance Period.
(2) The second percentage will be
based on the Company’s performance with respect to
Proportionate 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. For this purpose, (a)
“Initial Closing Price” means the average Closing Price
(and, in the case of a company other than the Company, the most
closely analogous price) in the twenty (20) trading days prior
to the first day of the Performance Period; (b) “Final
Closing Price” means the average Closing Price (and, the case
of a company other than the Company, the most closely analogous
price) in the twenty (20) trading days prior
to and
including the final day of the Performance Period; (c) “Total
Shareholder Return” means the change (plus or minus) from the
Initial Closing Price to the Final Closing Price, plus dividends
(if any) actually paid on Shares (or, in the case of a company
other than the Company, the most closely analogous security) on a
reinvested basis from the first day of the Performance Period to
and including the last day of the Performance Period; and (d)
“Proportionate Total Shareholder Return” means Total
Shareholder Return divided by Initial Closing Price.
(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).
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 Shares (or cash at a value equal to the Closing Price on the
date of your death, if so determined by the Committee).
(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.
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(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 t
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