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Exhibit 10.7
DIRECTOR STOCK OPTION AGREEMENT
MetLife, Inc. (the "Company"), confirms that, on April 23, 2002, it
granted to
you 2,230 stock options (your "Options"). Each Option entitles you
to purchase
one Share of the Company's common stock (the "Common Stock") for
$33.64 per
Share (the "Exercise Price"). Your Options are subject to the terms
and
conditions of this Agreement and the Company's 2000 Directors Stock
Plan, as
amended (the "Plan"). Any defined term used in this Agreement but
not defined
herein is defined in the Plan.
1. NORMAL TERM OF YOUR OPTIONS. Except as
provided in Sections 3 and 6:
(a) your Options are
exercisable on April 23, 2002;
(b) you may exercise
your Options until April 23, 2012; and
(c) you need not
exercise all of your Options at one time.
2. METHOD OF EXERCISE AND PAYMENT. You may
exercise any of your Options
that have become exercisable by
notifying the Secretary of the Company
of your election to do so and the
number of Shares you have elected to
purchase, 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 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 SERVICE. If you cease to serve
as a Director of the
company, you (or in the case of your
death, your beneficiary or estate as
determined by Section 5) may
exercise any of your Options at any time
until April 23, 2012.
4. NONTRANSFERABILITY OF AWARDS. You may not
transfer, pledge, assign,
negotiate, or hypothecate any of
your Options in any way, other than by
will or
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