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EXHIBIT 10.4
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 Change in Annual 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. For this purpose, (a) "Net
Operating
Earnings Per Share" for any period means income, net of all taxes
on
income, less realized investment gains or losses, less any
dividends
paid on preferred shares, and excluding any cumulative charges
or
benefits due to changes in 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 Earnings Per
Share"
means Net Operating Earnings Per Share in the final calendar year
of
the Performance Period divided by Net Operating Earnings 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
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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).
(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 of
