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 (Ruth A. Fattori)
employment with MetLife Group, Inc. (“MetLife”). It is
fully agreed and understood as follows:
1. 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 benefit
plans or funds and the fiduciaries thereof, successors, and assigns
of each (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 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 claim of
employment discrimination, harassment or retaliation under, or any
alleged violation of, any federal, state, or local fair employment
practice or benefits law, rule, regulation, executive order, or
ordinance, including but not limited to the Age Discrimination in
Employment Act, as amended, or the Older Workers Benefit Protection
Act, (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, and (iv) 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, and, except as otherwise specifically stated in this
Agreement, the MetLife, Inc. 2005 Stock and Incentive Compensation
Plan. To the extent that you are a director, trustee, or officer of
any Company entity or any Company affiliate, or are a member of any
committee of the Company or any Company affiliate, you hereby
resign from such capacity effective immediately and agree to
execute any additional, more specific resignation document the
Company may request. 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. 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 benefits or rights that vested prior to your execution
of this Agreement under employee benefit plans governed by ERISA.
Your rights regarding any awards under the MetLife, Inc. 2005 Stock
and Incentive Compensation Plan will be governed by the terms of
any written award agreement into which you entered under the
applicable plan.
2. In
consideration for the release set forth in Section 1 of this
Agreement and the other promises and terms contained in this
Agreement, MetLife agrees:
a) to pay you
the sum of $814,230.00 (eight hundred fourteen thousand two hundred
thirty dollars and zero cents) less all applicable federal, state
and local tax withholding. MetLife expects to make this payment on
the next available payroll date following the Effective Date of
this Agreement, but in any event on or before March 15 of the
calendar year after the earlier of (i) your date of discontinuance,
or (ii) the date you were first offered a separation agreement
in connection with this discontinuance of your employment, so long
as the Effective Date has occurred by that time. If your
“separation from service” as defined under U.S.
Internal Revenue Code Section 409A is different from your date of
discontinuance, your “separation from service,” rather
than your date of discontinuance, will be used to determine the
date by which payment will be made.
b) to pay you
the sum of $1,252,123.00 (one million two hundred fifty two
thousand one hundred twenty three dollars and no cents) less all
applicable federal, state and local tax withholding. MetLife
expects to make this payment six (6) months after your date of
discontinuance (or on the next available payroll date following
that period), so long as the Effective Date has occurred by that
time. If your “separation from service” as defined
under U.S. Internal Revenue Code Section 409A is different from
your date of discontinuance, your “separation from
service,” rather than your date of discontinuance, will be
used to determine the date by which payment will be
made.
c) to provide
you with outplacement services as described in Exhibit A to
this Agreement.
d) to 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.
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. Further, neither this
Agreement nor the payment and benefits to be provided pursuant to
this Section 2 in any way constitutes an admission on the part
of the Company as to the violation of any law or any obligation to
you.
3. By
executing this Agreement, you acknowledge that you have accurately
reported to the Company the daily or weekly hours you worked for
the Company to the extent you have been asked to do so, that the
Company has paid you all the salary and wages it owes you
(including any overtime compensation or incen
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