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Exhibit 10.4
MANAGEMENT STOCK OPTION AGREEMENT
MetLife, Inc., confirms that, on
February 19, 2002, it granted you,
________, ___ stock options (your "Options"). Each Option entitles
you to
purchase one share of the Company's common stock (the "Common
Stock") for $30.35
per share (the "Exercise Price"). Your Options are subject to the
terms and
conditions of this Agreement and of the MetLife, Inc. 2000 Stock
Incentive Plan
(the "Plan"). The word "Section" refers to a Section in this
Agreement. Any
other capitalized word used in this Agreement but not defined here
is defined in
the Plan.
1. NORMAL TERM OF YOUR
OPTIONS. Except as provided in Sections 3 and 4:
(a) one-third of your
Options will become exercisable on each of the
first, second and third anniversaries of February 19, 2002;
(b) you may exercise
your Options until the close of business on
February 18, 2012; and
(c) you need not
exercise all of your Options at one time.
No matter what else this Agreement says, under no circumstances may
any of your
Options be exercised prior to April 7, 2002.
2. METHOD OF EXERCISE AND PAYMENT.
You may exercise any of your Options
that have become exercisable by notifying the Company, using
procedures that
will be established for this purpose, and paying for those shares
at the time
you exercise your Options. You may pay the Exercise Price in one or
more of the
following ways: (a) in cash or its equivalent, (b) by exchanging
shares of
Common Stock you already own (as long as those shares are not
subject to any
pledge or other security interest), or (c) through an arrangement
with the
broker designated by the Company in which the broker will use the
proceeds of
the sale of a sufficient number of shares of Common Stock to pay
the Exercise
Price. The combined value of all cash (or its equivalent) paid and
the Fair
Market Value of any Common Stock tendered to the Company for
exchange must have
a value as of the date they are tendered that is at least equal to
the Exercise
Price. If you retain some or all of the shares after you exercise
your Options,
you will receive evidence of ownership of those shares.
3. TERMINATION OF EMPLOYMENT
OR DISABILITY. For purposes of this
Section 3, your transfer between the Company and any of its
Subsidiaries will
not be a termination of employment.
(a) Disability. In the event of your
Disability, your Options will become
exercisable just as they would have if you remained in active
service, and they
may be exercised at any time until the close of business on
February 18, 2012.
Any of your Options that are not exercised within that period will
be forfeited.
Once this Section applies, Sections 3(b), (c), (e) and (f) will not
apply to
your Options, even if you
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subsequently return to active service or terminate employment with
the Company
or any of its Subsidiaries for any reason.
(b) Death. In the event that your
employment with the Company or any of
its Subsidiaries terminates due to your death, all of your Options
will become
fully exercisable as of the date of death and will remain so until
the close of
business on [February 18, 2012. Any of your Options that are not
exercised
within that period will be forfeited.
(c) Approved Retirement. If your
employment with the Company or any of its
Subsidiaries terminates due to your Approved Retirement, your
Options will
become exercisable just as if you had not retired, and you may
exercise your
Options at any time until the close of business on February 18,
2012. Any of
your Options that are not exercised within that period will be
forfeited. In
addition to other events that constitute an Approved Retirement
under the Plan,
your actual retirement on or after the early retirement date
established under
any retirement plan maintained by the Company or a Subsidiary in
which you
participate will be considered an Approved Retirement. "Bridge
eligibility" is
not considered Approved Retirement.
(d) Termination for Cause. In the
event that your employment with the
Company or any of its Subsidiaries is terminated for Cause, all of
your
unexercised Options will be forfeited immediately.
(e) Certain Divestitures. If the
Committee determines that your employment
with the Company or any of its Subsidiaries has terminated in
connection with a
sale, divestiture, spin-off or other similar transaction involving
a Subsidiary,
division or business segment or unit, the Committee may provide (1)
that any or
all of your Options will become exercisable just as if you had
continued in the
employ of the Company or any of its Subsidiaries, and (2) that you
may exercise
your Options at any time until the close of business on February
18, 2012, or
within three years after the termination of your employment,
whichever occurs
first. Any of your Options that are not exercised within that
period will be
forfeited.
(f) Other Termination of Employment.
Unless the Committee determines
otherwise, if your employment with the Company and its Subsidiaries
terminates
for any reason other than those listed in paragraphs (b), (c), (d)
or (e) of
this Section 3, including, for example, your voluntary termination
of employment
or your termination by the Company without Cause, your Options that
are
exercisable as of the date of termination will remain exercisable
for a period
of 30 days or until the close of business on Febru
