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 (Lisa M. Weber)
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, MetLife, Inc., Metropolitan
Life Insurance Company, and all of their parents, subsidiaries,
affiliates, and agents and all of their 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, or the New Jersey Conscientious Employee 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, 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.
To the extent
that you are a director, trustee, or officer of any Company entity,
or are a member of any committee of the Company or any Company
entity, you hereby resign from such capacity effective immediately
and agree to execute any additional, more specific resignation
document the Company may request. You also agree to resign from any
position in which you serve as a director or officer of any entity
or organization as a designee of the Company effective on the
Effective Date, and to notify MetLife with respect to each position
and confirm to MetLife your resignation as soon as practicable
after the Effective Date.
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 nonqualified deferred
compensation plans or employee benefit plans governed by ERISA.
This Agreement does not affect any rights you have to be paid
vested but unused Paid Time Off.
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.
2. In
consideration for the terms set forth in Section 1 of this
Agreement and the other promises and terms contained in this
Agreement, MetLife agrees:
(a) to
continue your employment, including the payment of your salary at
your current salary rate and payment frequency and eligibility for
benefits under the benefit plans and programs applicable to you,
subject to the terms of those plans and programs, through
December 31, 2009, or such earlier date that you inform the
Company in advance in writing as you choose (which date shall be
your “date of discontinuance”). During the remainder of
your employment, you will have those duties and responsibilities as
your Company manager or his or her designee assigns to you. Your
date of discontinuance will not be affected by your application
for, receipt of, or appeal from any denial of disability
benefits.
(b) to pay
you the sum of $5,000,000 (five million dollars and no cents) less
all applicable federal, state and local tax withholding. MetLife
expects to make this payment on December 31, 2009 if the
Effective Date of this Agreement has occurred on or prior to
December 31, 2009, 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.
(c) to
make any payments due to you under the terms of your written
Performance Share Agreements, which will vary depending on your
date of discontinuance, less all applicable federal, state and
local tax withholding. If your date of discontinuance is
December 31, 2009, then for purposes of your 2009-2011
Performance Share Agreement you will be deemed to have remained
employed through the first anniversary of the beginning of the
2009-2011 performance period.
(d) to
recommend to the MetLife, Inc. Compensation Committee and Board of
Directors that (i) the MetLife, Inc. stock options provided
under each of your written stock option agreements (the
“Stock Option Agreements”) that have not yet been
exercised (your currently exercisable and unexercisable options
being referred to, collectively, as the “Outstanding Stock
Options”) and that are not yet exercisable will become
exercisable on the dates provided by each Stock Option Agreement,
notwithstanding the discontinuance of your employment, and
(ii) that each of your Outstanding Stock Options will be
exercisable through the remainder of the ten-year term of the Stock
Options, as such ten-year term is reflected in each Stock Option
Agreement. For the avoidance of doubt, this Agreement shall be
deemed null and void and of no force or effect if the provisions of
this Section 2(d) are not fully approved by the Compensation
Committee and Board of Directors.
(e) to
provide you with a program of comprehensive senior executive
outplacement services commencing, at your election, any time after
the date of execution of this Agreement and continuing through
December 31, 2010 or such earlier date as you select, such
program offered by a service provider of your choice, provided that
the service provider charges MetLife (or one of its Affiliates) no
more than its standard fees for such engagement. You will also
continue to participate in the Financial Counseling Program for
MetLife Executive Group Members and Certain Other Senior Officers,
in accordance with the terms of that program, for one calendar year
after your date of discontinuance. During the remainder of your
employment, you will continue to be provided with vehicle and
driver services in a manner consistent with the services provided
to you prior to the date of your execution of this Agreement; will
continue to be provided with support staff generally consistent
with those provided to you prior to the date of your execution of
this Agreement for one month after your execution of this
Agreement; and will be reimbursed for expenses for such business
and professional conferences that were approved by MetLife prior to
your execution of this Agreement, consistent with MetLife’s
normal expense reimbursement practices.
(f) to
reimburse you your legal fees in connection with this Agreement, up
to $12,500 (twelve-thousand, five hundred dollars and no cents),
less any applicable federal, state and local tax withholding.
MetLife will make this payment 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.
(g) to
recommend to the MetLife, Inc. Compensation Committee and Board of
Directors that it approve this Agreement.
You acknowledge
that the payments and services provided for in this Section 2
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 constitute 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 incentive compensation) for
all completed payroll periods through the date you execute this
Agreement, that you have been provided with any and all leaves of
absences (including those under the Family and Medical Leave Act or
other law) that you have requested or to which you were entitled,
and that you have had the opportunity prior to signing this
Agreement to raise to the Company any concerns or complaints about
these or any other matters regarding your employment and have done
so.
2
4. You
further agree, except for the provision of information to
governmental agencies or self-regulatory organizations, or as
required by subpoena, that neither you nor your agents, attorneys,
or representatives will publish, publicize, or reveal any Company
information obtained by you, your agents, attorneys, or
representatives that relates to: (i) your employment with the
Company or the cessation of your employment with MetLife,
(ii) any claims that were raised or could have been raised in
any action as of the date you execute this Agreement, or
(iii) the facts underlying any such claims. You further agree,
except for the provision of information to governmental agencies or
self-regulatory organizations, or as required by subpoena, that
neither you nor your agents, attorneys, or representatives will
communicate in any way to any former, present, or future employees
of the Company or to any person or corporation any information that
relates to your employment with the Company or to any claims which
could have been raised in any action in connection with the
cessation of your employment with MetLife unless required by law to
do so. Although you are not precluded from participating in an
investigation or from filing a charge with the Equal Employment
Opportunity Commission (EEOC) or other governmental agency
relating to your employment or the termination thereof, you
acknowledge that by executing this Agreement you waive all rights
to recover any relief regarding any such claims.
Notwithstanding
the other terms of this Section 4, you may provide a
prospective employer with information concerning your former title,
salary, job responsibilities and qualifications.
Notwithstanding
the other terms of this Section 4, you agree to fully
cooperate with MetLife or its counsel to provide information and/or
testimony in connection with any investigations, administrative
proceedings or litigations in which the Company is a party or has
an interest, to the extent such cooperation does not unreasonably
interfere with your then-current employment or business activities,
if any. If requested, you agree to meet with a Company
representative and/or the Company’s counsel to truthfully and
fully provide all knowledge and information you have pertaining to
the subject matter of any such proceeding.
You represent
and agree that you have delivered or will, prior to your date of
discontinuance, deliver to your Company manager (or other person
designated by MetLife to receive these items) all Company property,
information, documents, and other materials (including but not
limited to memoranda, correspondence, reports, records,
transcripts, notes, records of conversations, keys, computer and
other equipment, and identification cards), in whatever form or
medium (including papers, e-mail, disks, tapes, and any and all
electronic storage), including all duplicates, copies, or versions,
concerning or in any way related to the business affairs or
operations of the Company, interaction by or among employees,
customers, vendors, or other associates of the Company, or your job
duties, responsibilities, assignments, or actions on behalf of or
in furtherance of the interests of the Company, that are in your
custody, possession, or control (“Company Material”).
Company Material does not include documents you received from an
authorized representative of the Company solely regarding your
employment relationship with the Company (e.g., summary plan
descriptions, performance evaluations, benefits statements), any
policy or product purchased by you or on your behalf from the
Company, or securities of the Company held by you, or other
documents you are entitled by law to retain.
You represent
that you have conducted a diligent search for all Company Material
prior to executing this Agreement. You represent that after
delivering to your manager a copy of any Company Material stored
electronically on any of your personal hard drives or other
non-portable electronic storage devices that you destroyed such
Company Material stored on such devices, and that you have not
knowingly retained any Company Material in any form. You agree that
if you discover or receive any Company Material you will return
such Company Material to your former Company manager (or other
person designated by MetLife to receive these items, or if either
person is no longer emplo
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