MANAGEMENT RESTRICTED STOCK UNIT AGREEMENT
MetLife, Inc. confirms that, on
[grant date] (the “Grant Date”), it granted you,
[name] , [number] Restricted Stock Units (your
“Units”). Your Units are subject to the terms and
conditions of this Management Restricted Stock Unit Agreement (this
“Agreement”) and the MetLife, Inc. 2005 Stock and
Incentive Compensation Plan (the “Plan”).
1. Standard
Settlement Terms . Except as provided in
Sections 2 (Change of Status) and 3 (Change of Control), the
Period of Restriction for your Units will expire, and each of your
Units will be due and payable in the form of Shares, on the third
anniversary of the Grant Date (the “Standard Settlement
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, each of your Units will be due and payable in the
form of 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 Units, 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, each of your Units will be due and payable in
the form of 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, if any) (“Retirement”), the Standard
Settlement Terms will continue to apply to your Units.
(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 the 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 Settlement Terms will continue to apply
to your Units.
(e) Termination for
Cause . In the event that your employment with the Company or
an Affiliate terminates for Cause, your Units 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 the termination of your employment by the Company
or an Affiliate without Cause, your Units will be forfeited
immediately unless you are offered a separation agreement by the
Company or an Affiliate under a severance program. To the extent
your separation agreement becomes final, your Prorated
Units
will be due and payable to you. The number of your “Prorated
Units” will be determined by dividing the number of calendar
months, beginning with the month of the Grant Date, that have ended
as of the end of the month of the termination of your employment by
thirty-six (36), multiplying the result by the number of your
Units, and rounding to the nearest whole number; provided,
however , that if the date of the termination of your
employment is prior to the first anniversary of the Grant Date ,
then the number of your Prorated Units shall be zero (0). Payment
for each of your Units will be made in cash at a value equal to the
Closing Price on the Grant Date, and shall be rounded to the
nearest one-hundred dollars ($100.00). If your separation agreement
does not become final, your Units will be forfeited.
3. Change of
Control .
(a) Except as provided in
Section 3(b), and unless otherwise prohibited under law or by
applicable rules of a national security exchange, if a Change of
Control occurs, your Units will be due and payable in the form of
cash equal to the number of your Units multiplied by the Change of
Control Price.
(b) The terms of Section 3(a)
will not apply to your Units if the Committee reasonably determines
in good faith, prior to the Change of Control, that you have been
granted an Alternative Award for your Units pursuant to
Section 15.2 of the Plan. Any such Alternative Award shall not
accelerate the timing of payment or otherwise violate Code
Section 409A, to the extent such Code section is applicable to
your Units.
4.
Nontransferability of Awards . Except as
provided in Section 5 or as otherwise permitted by the
Committee, you may not sell, transfer, pledge, assign or otherwise
alienate or hypothecate any of your Units, a
