<PAGE>
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
<PAGE>
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
