Exhibit 10.10
SEPARATION AGREEMENT, WAIVER AND GENERAL RELEASE
This
Agreement sets forth the entire agreement and understanding which
has been reached relative to the cessation of your (Leland C.
Launer, Jr.) employment with MetLife Group, Inc.
(“MetLife”). It is fully agreed and understood as
follows:
1. a. As a material inducement
to MetLife to enter into this Agreement, you agree for yourself and
your relatives, heirs, executors, administrators, successors, and
assigns that you hereby fully and forever release and discharge
MetLife, its parents, subsidiaries, affiliates, and agents and its
past, present, and future directors, officers, and employees,
agents, representatives, employee benefits plans or funds and the
fiduciaries thereof, successors, and assigns (collectively,
“the Company”) from any and all claims, charges,
demands, actions, liability, damages, sums of money, back pay,
attorneys’ fees, or rights of any and every kind or nature,
accrued or unaccrued, which you ever had, now have or may have,
whether known or unknown, against the Company arising out of any
act, omission, transaction, or occurrence up to and including the
date you execute this Agreement including, but not limited to,
(i) any claim arising out of or related to your employment by
the Company or the discontinuance thereof, (ii) any alleged
violations of any federal, state, or local fair employment practice
or benefits laws, including the Age Discrimination in Employment
Act, as amended, or the Older Workers Benefit Protection Act, or
the New Jersey Conscientious Employee Protection Act, or other
employee relations statute, executive order, law, or ordinance,
(iii) any alleged violations of any duty or other
employment-related obligation or other obligations arising out of
contract, tort, tortious course of conduct, libel or slander,
defamation, public policy, law, or equity, (iv) any claim on
your behalf in any action brought by any administrative agency or
other party (including claims for damages, in whatever form, and
for reinstatement), and (v) any expectation, anticipation,
right, or claim to incentive compensation under any Company
incentive compensation plan, including but not limited to the
MetLife Annual Variable Incentive Plan, the Performance Incentive
Plan, and, except as otherwise specifically stated in this
Agreement, the MetLife, Inc. 2000 Stock Incentive Plan, the
MetLife, Inc. 2005 Stock and Incentive Compensation Plan, and the
Long Term Performance Compensation Plan. You acknowledge that,
prior to your execution of this Agreement, you have been fully
informed that your employment is being discontinued and that any
and all claims arising from this discontinuance are included in
this release.
b. This Agreement does not
affect any rights that you may have arising out of events that
occur after you have executed this Agreement or affect any vested
benefits or rights under employee benefit plans under ERISA. Your
rights regarding any awards under the MetLife, Inc. 2005 Stock and
Incentive Compensation Plan or the MetLife, Inc. 2000 Stock
Incentive Plan will be governed by the terms of any written award
agreement into which you entered under the applicable plan. This
Agreement does not affect your eligibility for indemnification
under the provisions of the By-Laws of MetLife, Inc. Metropolitan
Life Insurance Company and MetLife, on the same basis as that
indemnification is provided to other directors and officers.
Further, to the extent that you accrued any liability based on your
actions as a director or officer of the Company during your
employment, such liability will be covered under any insurance that
the Company may procure to cover its directors and officers, on the
same basis as it covers current directors and officers.
2. As a further material
inducement to MetLife to enter into this Agreement, you agree to
cooperate with an provide information to or at the request of the
Company, its attorneys or representatives, upon reasonable notice,
at reasonable times and in reasonable places, including but not
limited to, being available for consultation, preparation for
testimony or as a witness in connection with any investigation,
administrative proceeding or litigation relating to any matter in
which you were involved or of which you have knowledge as a result
of or in connection with your employment at the Company. This
undertaking is subject to the Company’s obligation to pay you
the reasonable and documented out-of-pocket expenses actually
incurred in complying with your obligations under this
Section.
3. In consideration for the
release set forth in Section 1.a. of this Agreement and the
other promises and terms contained in this Agreement, MetLife
agrees to:
a) pay
you the sum of $900,000.00 less legally-required withholding as
your payment under the Annual Variable Incentive Plan for 2006, to
be paid on the later of the date on which such payments are made to
active employees of the Company in 2007 and the next available
payroll date following Effective Date of this Agreement.
b) pay
you the sum of $2,100,000.00 less legally-required withholding on
the next available payroll date following the later of
February 28, 2007and the Effective Date of this
Agreement.
c)
provide you with outplacement services as described more fully in
Exhibit A to this Agreement.
d) allow
you to pay participant contributions at an active employee rate,
rather than the full COBRA rate, for up to the first six
(6) months of post-employment continued (COBRA) medical
and/or dental benefits (if you are eligible to continue such
benefits), as, to the extent provided under, and subject to the
terms and conditions of, the applicable Company benefit plans,
including the provisions regarding amendment and termination of
those plans.
e)
confer on you the benefits of being “Bridge Eligible,”
to the extent provided under, and subject to the terms and
conditions of, the applicable Company benefit plans, including the
provisions regarding amendment and termination of those
plans.
f)
confer on you the benefits of being “Rule of 70
Eligible,” to the extent provided under, and subject to the
terms and conditions of, the applicable Company benefit plans,
including the provisions regarding amendment and termination of
those plans.
You acknowledge that the payments and
services provided for above exceed any sums to which you would
otherwise be entitled under any policy, plan, and/or procedure or
any agreement with the Company, and that they represent full and
complete consideration for the release you are giving the Company
in this Agreement. If that release is upheld in an action by you
seeking additional consideration for those claims, you will be in
breach of this Agreement. Further, neither this Agreement nor the
payment and benefits to be provided pursuant to
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