Employment Agreement - Robert H. Benmosche

 

 

                              AMENDED AND RESTATED

                        EMPLOYMENT CONTINUATION AGREEMENT

 

 

 

 

                             DATED NOVEMBER 30, 2001

 

 

 

 

                                  METLIFE, INC.

 

             AMENDED AND RESTATED EMPLOYMENT CONTINUATION AGREEMENT

 

 

         THIS AMENDED AND RESTATED AGREEMENT between METLIFE, INC., a Delaware

corporation (the "Company"), and __________________ (the "Executive"), dated as

of this 30th day of November, 2001.

 

 

                                  WITNESSETH:

 

         WHEREAS, the Company or an Affiliate has employed the Executive in an

officer position and has determined that the Executive holds a critical position

with the Company or an Affiliate;

 

         WHEREAS, the Company believes that, in the event it is confronted with

a situation that could result in a change in ownership or control of the

Company, continuity of management will be essential to its ability to evaluate

and respond to such situation in the best interests of its shareholders;

 

         WHEREAS, the Company understands that any such situation will present

significant concerns for the Executive with respect to the Executive's financial

and job security;

 

         WHEREAS, the Company desires to assure itself or its Affiliate of the

Executives' services during the period in which it is confronting such a

situation, and to provide the Executive certain financial assurances to enable

the Executive to perform the responsibilities of the Executives' position

without undue distraction and to exercise judgment without bias due to personal

circumstances;

 

         WHEREAS, to achieve these objectives, the Company and the Executive

desire to enter into an agreement providing the Company and the Executive with

certain rights and obligations upon the occurrence of a Change of Control (as so

defined);

 

         NOW, THEREFORE, in consideration of the premises and mutual covenants

herein contained, it is hereby agreed by and between the Company and the

Executive as follows:

 

         1. Operation of Agreement. (a) Term. The initial term of this Agreement

shall commence on the date hereof and continue until the third anniversary of

the date hereof. Thereafter, this Agreement will automatically renew for

successive and consecutive additional three year periods following the end of

its initial term and any extended term, unless the Company or the Executive

gives the other party written notice at least 180 days prior to the date the

term hereof would otherwise renew that it or the Executive does not want the

term to be so extended; provided, however, that, the Company may not deliver a

notice of nonrenewal after a Change of Control (as defined in Section 2(a)

hereof). Notwithstanding anything to the contrary in this Agreement, the

 

term of this Agreement shall in all events expire (regardless of when the term

would otherwise have expired) on the third anniversary of a Change of Control.

 

         (b) Effective Date. Notwithstanding the provisions of Section 1(a)

hereof, this Agreement shall govern the terms and conditions of the Executive's

employment and the benefits and compensation to be provided to the Executive

commencing on the date on which a Change of Control occurs (the "Effective

Date") and ending on the date the term of this Agreement otherwise expires. If

the Executive is not employed by the Company or an Affiliate on the Effective

Date, this Agreement shall be void and without effect and shall neither

constitute a contract of employment or a guarantee of employment for any period

of time or limit in any way the right of the Company or any Affiliate to change

the terms and conditions of the Executive's employment or terminate the

Executive's employment.

 

         2. Definitions. (a) Change of Control. For the purposes of this

Agreement, a "Change of Control" shall be deemed to have occurred if:

 

                  (i) any Person acquires "beneficial ownership" (within the

         meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as

         amended (the "Exchange Act")), directly or indirectly, of securities of

         the Company representing 25% or more of the combined Voting Power of

         the Company's securities;

 

                  (ii) within any 24-month period, the persons who were

         directors of the Company at the beginning of such period (the

         "Incumbent Directors") shall cease to constitute at least a majority of

         the Board of Directors of the Company (the "Board") or the board of

         directors of any successor to the Company; provided, however, that any

         director elected or nominated for election to the Board by a majority

         of the Incumbent Directors then still in office shall be deemed to be

         an Incumbent Director for purposes of this subclause 2(a)(ii);

 

                  (iii) the stockholders of the Company approve a merger,

         consolidation, share exchange, division, sale or other disposition of

         all or substantially all of the assets of the Company which is

         consummated (a "Corporate Event"), and immediately following the

         consummation of which the stockholders of the Company immediately prior

         to such Corporate Event do not hold, directly or indirectly, a majority

         of the Voting Power of (x) in the case of a merger or consolidation,

         the surviving or resulting corporation, (y) in the case of a share

         exchange, the acquiring corporation or (z) in the case of a division or

         a sale or other disposition of assets, each surviving, resulting or

         acquiring corporation which, immediately following the relevant

         Corporate Event, holds more than 25% of the consolidated assets of the

         Company immediately prior to such Corporate Event; or

 

                  (iv) any other event occurs which the Board declares to be a

         Change of Control.

 

 

         (b) Person. For purposes of the definition of Change of Control,

"Person" shall have the meaning ascribed to such term in Section 3(a)(9) of the

Exchange Act, as supplemented by Section 13(d)(3) of the Exchange Act, and shall

include any group (within the meaning of Rule 13d-5(b) under the Exchange Act);

provided, however, that "Person" shall not include (x) the Company or any

Affiliate, (y) the MetLife Policyholder Trust (or any person(s) who would

otherwise be described herein solely by reason of having the power to control

the voting of the shares held by that trust), or (z) any employee benefit plan

(including an employee stock ownership plan) sponsored by the Company or any

Affiliate.

 

         (c) Voting Power. "Voting Power" shall mean such number of Voting

Securities as shall enable the holders thereof to cast all the votes which could

be cast in an annual election of directors of a company, and "Voting Securities"

shall mean all securities entitling the holders thereof to vote in an annual

election of directors of a company.

 

         (d) Affiliate. An "Affiliate" shall mean any corporation, partnership,

limited liability company, trust or other entity which directly, or indirectly

through one or more intermediaries, controls, or is controlled by, the Company.

 

         3. Employment Period. Subject to Section 6 hereof, the Company agrees

to continue the Executive in its employ or the employ of an Affiliate, and the

Executive agrees to remain in the employ of the Company or an Affiliate, for the

period (the "Employment Period") commencing on the Effective Date and ending on

the expiration of the term of this Agreement.

 

         4. Business Time. During the Employment Period, the Executive agrees to

devote full attention during normal business hours to the business and affairs

of the Company and Affiliates and to use the Executive's best efforts to perform

faithfully and efficiently the responsibilities assigned to the Executive

hereunder, to the extent necessary to discharge such responsibilities, except

for (i) time spent in managing the Executive's personal, financial and legal

affairs and serving on corporate, civic or charitable boards or committees, in

each case only if and to the extent not substantially interfering with the

performance of such responsibilities, and (ii) periods of vacation and sick

leave to which the Executive is entitled. It is expressly understood and agreed

that the Executive's continuing to serve on any boards and committees on which

the Executive is serving or with which the Executive is otherwise associated

immediately preceding the Effective Date shall not be deemed to interfere with

the performance of the Executive's services to the Company or Affiliates.

 

         5. Compensation and Location. (a) Base Salary. During the Employment

Period, the Executive shall receive a base salary at a monthly rate at least

equal to the monthly salary paid to the Executive by the Company and any

Affiliate immediately prior to the Effective Date. The base salary shall be

reviewed at least once each year after the Effective Date, and may be increased

(but not decreased) at any time and from time to time by action of the Board or

any committee thereof, or the Board of Directors of an Affiliate or any

committee thereof, or any individual having authority to take such

 

action in accordance with the regular practices of the Company or an Affiliate.

The Executive's base salary, as it may be increased from time to time, shall

hereafter be referred to as the "Base Salary". Neither the Base Salary nor any

increase in the Base Salary after the Effective Date shall serve to limit or

reduce any other obligation of the Company hereunder. During the Employment

Period, the Executive's Base Salary shall be paid no less frequently than

monthly, except as electively deferred by the Executive pursuant to any deferral

programs or arrangements that the Company or an Affiliate may make available to

the Executive.

 

         (b) Total Incentive Compensation.

 

                  (i) During the Employment Period, in addition to the Base

         Salary, the Executive shall be afforded the opportunity to (x) receive

         an annual bonus in an amount which provides the Executive with at least

         the same bonus opportunity as other executives of the Company and

         Affiliates of a rank comparable to that of the Executive, and (y)

         participate in all long-term incentive compensation programs for key

         executives, including but not limited to those awards or grants made in

         the form of cash, stock awards, restricted stock, stock options, and

         other forms of long-term incentive compensation ("Long-Term

         Compensation"), at a level that is at least commensurate with the level

         made available from time to time to executives of the Company and

         Affiliates of a rank comparable to that of the Executive.

 

                  (ii) For each fiscal year that ends during the Employment

         Period, the aggregate of the value of the annual bonus awarded or

         granted to the Executive attributable to that fiscal year (the "Annual

         Bonus") plus the value of the Long-Term Compensation ("Total Incentive

         Compensation") awarded or granted to the Executive attributable to that

         year, shall be no lower than the aggregate value of Total Incentive

         Compensation awarded or granted to the Executive attributable to any of

         the prior three (3) fiscal years.

 

                  (iii) If any fiscal year commences but does not end during the

         Employment Period, the Executive shall be awarded or granted at least a

         pro-rated Annual Bonus attributable to the portion of the fiscal year

         occurring during the Employment Period, and such amount shall be no

         lower than the same pro-rated portion of the any of the three (3) prior

         Annual Bonuses awarded or granted to the Executive attributable to

         complete fiscal years.

 

                  (iv) Each Annual Bonus shall be paid as soon as practicable

         following the year for which the amount (or any prorated portion) is

         awarded or granted, unless electively deferred by the Executive

         pursuant to any deferral programs or arrangements that the Company may

         make available to the Executive.

 

                  (v) For all purposes of determining the value of Total

         Incentive Compensation or any of its components pursuant to this

         Section 5(b), (w) all compensation awarded or granted to the Executive

         (or, with reference to Section 5(b)(i), which the Executive has the

         opportunity to receive) prior to the beginning

 

         of the Employment Period shall be valued using the methods as were used

         by the Company or Affiliate (as applicable) in valuing that

         compensation for purposes of communicating that annual Total Incentive

         Compensation to the Executive in writing; (x) all compensation awarded

         or granted to the Executive (or, with reference to Section 5(b)(i),

         which the Executive has the opportunity to receive) during the

         Employment Period shall be valued using the same methods as were used

         by the Company or Affiliate (as applicable) in valuing compensation for

         purposes of communicating annual Total Incentive Compensation to the

         Executive in writing for the final fiscal year that began prior to the

         Employment Period and, should that communication fail to value a

         particular form of compensation that must be valued for purposes of

         this Section 5(b)(x), otherwise using such methods as were presented or

         produced by the Board or the committee thereof charged with

         responsibility for executive compensation in writing in valuing the

         executive compensation programs of enterprises competitive to the

         Company or any Affiliates for the final fiscal year that began prior to

         the Employment Period; (y) with regard to fiscal years or portions

         thereof during to the Employment Period, only to the extent those

         awards or grants provided to the Executive within that fiscal year or

         in the first quarter of the following fiscal year free of Company or

         Affiliate discretion to reduce the amount or value of the award or

         grant shall such awards or grants be attributable to fiscal years or

         portions thereof; and (z) notwithstanding any other subclause of this

         Section 5(b)(v), with regard to the Metropolitan Life Insurance Company

         Long-Term Performance Compensation Plan, opportunities set shall be

         considered to constitute awards or grants and such opportunities set

         within four months after the end of the fiscal year shall be attributed

         to the prior fiscal year.

 

         (c) Benefit Plans. During the Employment Period, the Executive (and, to

the extent applicable, the Executive's dependents) shall be entitled to

participate in or be covered under all pension, retirement, deferred

compensation, savings, medical, dental, health, disability, group life,

accidental death and travel accident insurance plans and programs of the Company

or Affiliate, whichever is applicable, at the level made available from time to

time to other similarly situated officers.

 

         (d) Expenses. During the Employment Period, the Executive shall be

entitled to receive prompt reimbursement for all reasonable expenses incurred by

the Executive in accordance with the policies and procedures of the Company or

Affiliate, whichever is applicable, as in effect from time to time with respect

to expenses incurred by other similarly situated officers.

 

         (e) Vacation and Fringe Benefits. During the Employment Period, the

Executive shall be entitled to paid vacation and fringe benefits at a level that

is commensurate with the paid vacation and fringe benefits available from time

to time to other similarly situated officers.

 

         (f) Indemnification. During and after the Employment Period, the

Company (if the Executive is an officer or employee of the Company at the time

of the events giving rise to the need for indemnity) and/or each Affiliate of

which the Executive is an

 

officer or employee at the time of the events giving rise to the need for

indemnity, shall indemnify the Executive and hold the Executive harmless from

and against judgments, fines, amounts paid in settlement and reasonable

expenses, including attorneys' fees, on the same terms and conditions applicable

from time to time with respect to the indemnification of its other senior

officers of comparable rank.

 

         (g) Location. During the Employment Period, the Executive's services

shall be performed at the location where the Executive was employed immediately

preceding the Effective Date or at any other office or location not more than 50

miles from such pre-Effective Date, except for travel reasonably required in the

performance of the Executive's responsibilities.

 

         6. Termination. (a) Death, Disability or Retirement. Subject to the

provisions of Section 1, Section 6(e), and Section 7 hereof, this Agreement

shall terminate automatically upon the Executive's death, termination due to

"Disability" (as defined below) or voluntary retirement under any of the

Company's (or Affiliate's, as applicable) retirement plans as in effect from

time to time. For purposes of this Agreement, "Disability" shall mean the

Executive's inability to perform the duties of the Executive's position, as

determined in accordance with the policies and procedures applicable with

respect to the Company's (or Affiliate's, as applicable) long-term disability

plan, as in effect immediately prior to the Effective Date; provided, however,

that the Executive's employment may not be terminated for Disability hereunder

unless the Executive has requested that the Executive be considered for, and has

qualified to receive, long-term disability benefits under such plan and that

such termination is consistent with law.

 

         (b) Voluntary Termination. Notwithstanding anything in this Agreement

to the contrary, the Executive may voluntarily terminate employment during the

Employment Period for any reason (including early retirement under the terms of

any of the Company's (or Affiliate's, as applicable) retirement plans as in

effect from time to time), upon not less than 60 days' written notice to the

Company, provided that any termination by the Executive pursuant to Section 6(d)

hereof on account of Good Reason (as defined therein) or pursuant to Section

6(e) hereof during the Special Window Period shall not be treated as a voluntary

termination under this Section 6(b).

 

         (c) Cause. The Company (or Affiliate, as applicable) may terminate the

Executive's employment for Cause. For purposes of this Agreement, "Cause" means

(i) the Executive's conviction or plea of nolo contendere to a felony; (ii) an

act of dishonesty or gross misconduct on the Executive's part which results or

is intended to result in material damage to the Company's business or

reputation; or (iii) repeated material violations by the Executive of the

Executive's obligations under Section 4 hereof, which violations are

demonstrably willful and deliberate on the Executive's part.

 

         (d) Good Reason. After the Effective Date, the Executive may terminate

the Executive's employment at any time for Good Reason. For purposes of this

Agreement, "Good Reason" means the occurrence of any of the following, without

the express written consent of the Executive, after the Effective Date:

 

                  (i) any failure by the Company (or Affiliate, as applicable)

         to comply with any of the provisions of Section 5 hereof, other than an

         insubstantial or inadvertent failure remedied by the Company promptly

         after receipt of notice thereof given by the Executive;

 

                  (ii) any failure by the Company to obtain the assumption and

         agreement to perform this Agreement by a successor or to cause an

         Affiliate, as applicable, to comply with the terms of this Agreement as

         contemplated by Section 12(b) hereof.

 

In no event shall the mere occurrence of a Change of Control, absent any further

impact on the Executive, be deemed to constitute Good Reason.

 

         (e) Special Window Period. The Executive shall also have the right to

terminate employment at any time and for any reason during the 30-day period

commencing on the six month anniversary of the date on which a Change of Control

occurs (the "Special Window Period").

 

         (f) Notice of Termination. Any termination during the Employment Period

by the Company (or Affiliate, as applicable) for Cause or by the Executive for

Good Reason shall be communicated by Notice of Termination to the other party

hereto given in accordance with Section 13(e) hereof. For purposes of this

Agreement, a "Notice of Termination" means a written notice given, (i) in the

case of a termination for Cause, within 10 business days of the Company's having

actual knowledge of the events giving rise to such termination, (ii) in the case

of a termination for Good Reason, within 120 days of the Executive's having

actual knowledge of the events giving rise to such termination, or (iii) in the

case of a Special Window Period, at any time during such Special Window Period.

Any such Notice of Termination shall (i) indicate the specific termination

provision in this Agreement relied upon, (ii) set forth in reasonable detail the

facts and circumstances claimed to provide a basis for termination of the

Executive's employment under the provision so indicated, and (iii) if the

termination date is other than the date of receipt of such notice, specify the

termination date of this Agreement (which date shall be not more than 15 days

after the giving of such notice and, in the case of a termination by the

Executive during the Special Window Period, during such Special Window Period).

The failure by the Executive to set forth in the Notice of Termination any fact

or circumstance which contributes to a showing of Good Reason shall not waive

any right of the Executive hereunder or preclude the Executive from asserting

such fact or circumstance in enforcing the Executive's rights hereunder.

 

         (g) Date of Termination. For the purpose of this Agreement, the term

"Date of Termination" means (i) in the case of a termination for which a Notice

of Termination is required, the date of receipt of such Notice of Termination

or, if later, the date specified therein, as the case may be, and (ii) in all

other cases, the actual date on which the Executive's employment terminates

during the Employment Period.

 

         (h) Transfer of Employment. For purposes of this Agreement, in no event

shall the mere transfer of employment from the Company

 

or an Affiliate to the Company or an Affiliate, absent any further impact on the

Executive, be deemed to constitute a termination of employment or Good Reason,

notwithstanding any technical termination of employment in connection with such

a transfer.

 

         7. Obligations of the Company upon Termination. (a) Death or

Disability. If the Executive's employment is terminated during the Employment

Period by reason of the Executive's death or Disability, this Agreement shall

terminate without further obligations to the Executive or the Executive's legal

representatives under this Agreement other than those obligations accrued

hereunder at the Date of Termination, and the Company shall pay to the Executive

(or the Executive's beneficiary or estate), at the times determined below, (i)

the Executive's full Base Salary through the Date of Termination (the "Earned

Salary"), (ii) any vested amounts or benefits owing to the Executive under or in

accordance with the terms and conditions of the Company's and Affiliates'

otherwise applicable employee benefit plans and programs and any accrued

vacation pay not yet paid by the Company or Affiliate (the "Accrued

Obligations"), and (iii) any other benefits payable due to the Executive's death

or Disability under the Company's and Affiliates' plans, policies or programs

(the "Additional Benefits"). Any Earned Salary shall be paid in cash in a single

lump sum as soon as practicable, but in no event more than 30 days (or at such

earlier date required by law), following the Date of Termination. Accrued

Obligations and Additional Benefits shall be paid in accordance with the terms

of the applicable plan, program or arrangement.

 

         (b) Cause and Voluntary Termination. If, during the Employment Period,

the Executive's employment shall be terminated for Cause or voluntarily

terminated by the Executive (other than on account of Good Reason or during the

Special Window Period), the Company shall pay the Executive (i) the Earned

Salary in cash in a single lump sum as soon as practicable, but in no event more

than 30 days, following the Date of Termination, and (ii) the Accrued

Obligations in accordance with the terms of the applicable plan, program or

arrangement.

 

         (c) Termination by the Company or an Affiliate other than for Cause and

Termination by the Executive for Good Reason or in the Special Window Period.

The terms of this Section 7(c) shall apply if and only if (x) the Company or an

Affiliate terminates the Executive's employment other than for Cause during the

Employment Period, (y) the Executive terminates employment at any time during

the Employment Period for Good Reason, or (z) the Executive terminates

employment with or without Good Reason during the Special Window Period.

 

                  (i) Lump Sum Payments. The Company shall pay to the Executive,

         at the times determined below, the following amounts:

 

                  (A)      the Executive's Earned Salary;

 

                  (B)      a cash amount (the "Severance Amount") equal to three

                           times the sum of

 

                           (1)      the Executive's annual rate of Base Salary

                                    as then in effect;

 

                           (2)      the average of the annual bonuses awarded or

                                    granted to the Executive under the Annual

                                    Variable Incentive Plan (or any successor

                                    plan thereto), and any other Annual Bonus,

                                    for the each of the three fiscal years of

                                    the Company (or, if less, the number of

                                    prior fiscal years during which Executive

                                    was an employee of the Company or an

                                    Affiliate) ended immediately prior to the

                                    Effective Date for which an annual bonus

                                    amount had been determined by the Board (or

                                    any committee thereof) prior to the

                                    Effective Date. If the Executive was

                                    employed by the Company or Affiliates (taken

                                    as a whole) for only a portion of any fiscal

                                    year included in the period for which the

                                    average referred to in the immediately

                                    preceding sentence is determined and the

                                    bonus awarded or granted for such fiscal

                                    year took into account such partial period

                                    of employment, such bonus for such fiscal

                                    year shall be annualized for purposes of

                                    calculating such average; and

 

                           (3)      if the Effective Date is on or prior to

                                    December 31, 2003, the average of the

                                    long-term incentive compensation amounts

                                    awarded or granted to the Executive with

                                    respect to each of the last three

                                    performance periods (or, if the Executive

                                    participated in the long-term compensation

                                    program in respect to a lesser number of

                                    such performance periods, such lesser

                                    number) ended prior to the Effective Date

                                    for which the amount awarded or granted had

                                    been determined by the Board (or any

                                    committee thereof) prior to the Effective

                                    Date; provided, however, that, the amount

                                    determined under this subclause (3) shall be

                                    reduced (but not below zero) by the

                                    "Determined Value" (as defined below) of any

                                    vested stock options, restricted stock or

                                    similar equity-based award or grant relating

                                    to the Company's common equity on the

                                    earlier to occur of the Executive's Date of

                                    Termination or the date on which a Change of

                                    Control occurs. For purposes of this

                                    Agreement, Determined Value shall mean the

                                    excess of the "Equity Value" over the price,

                                    if any, payable by the Executive in respect

                                    of such stock option or other award and

                                    Equity Value shall be determined to be (x)

                                    in the case of a Change of Control occurring

                                    by reason of a merger, recapitalization or

                                    similar transaction or as a result of a

                                    tender offer, the value received by the

                                    Company's equity holders in such transaction

                                    or the price paid in such tender offer (with

                                    the value of any non-cash consideration to

                                    be determined in good faith by the

                                    Compensation Committee of the Board as

                                    constituted immediately prior to the

                                    Effective Date) and (y) in the case of any

                                    other Change of Control or where the

 

                                    date as of which such Determined Value is

                                    measured is the Executive's Date of

                                    Termination, the average of the high and low

                                    reported sales prices of such equity on the

                                    principal securities market on which such

                                    equity is traded on the relevant date; and

 

                  (C)      the Accrued Obligations.

 

         The Earned Salary and Severance Amount shall be paid in cash in a

         single lump sum as soon as practicable, but in no event more than 30

         days (or at such earlier date required by law), following the Date of

         Termination. Accrued Obligations shall be paid in accordance with the

         terms of the applicable plan, program or arrangement.

 

                  (ii) Continuation of Benefits and Additional Pension Credit.

         The Executive (and, to the extent applicable, the Executive's

         dependents) shall be entitled, after the Date of Termination until the

         third anniversary of the Date of Termination (the "End Date"), to

         continue participation in all of the Company's (or Affiliate's, as

         applicable) employee and executive plans providing medical, dental and

         long-term disability benefits (collectively, the "Continuing Benefit

         Plans"); provided, however, that the participation by the Executive

         (and, to the extent applicable, the Executive's dependents) in any

         Continuing Benefit Plan shall cease on the date, if any, prior to the

         End Date on which the Executive becomes eligible for comparable

         benefits under a similar plan, policy or program of a subsequent

         employer ("Prior Date"). The Executive's participation in the

         Continuing Benefit Plans will be on the same terms and conditions that

         would have applied had the Executive continued to be employed by the

         Company (or Affiliate, as applicable) through the End Date or the Prior

         Date. To the extent any such benefits cannot be provided under the

         terms of the applicable plan, policy or program, the Company shall

         provide a comparable benefit under another plan or from the Company's

         general assets. In addition, the Company (or Affiliate, as applicable)

         shall grant the Executive service credit, for purposes of all pension

         and defined benefit plans and arrangements of the Company and any

         Affiliate in which the Executive participates, through the earlier of

         (x) the third anniversary of the effective date of the Notice of

         Termination, or (y) the sixty-fifth birthday of the Executive, such

         that when the Executive's pension or defined benefit is determined such

         credited service will be taken into account.

 

         (d) Discharge of the Company's Obligations. Except as expressly

provided in the last sentence of this Section 7(d) hereof, the amounts payable

to the Executive pursuant to this Section 7 following termination of the

Executive's employment shall be in full and complete satisfaction of the

Executive's rights under this Agreement and any other claims the Executive may

have in respect of the Executive's employment by the Company or any of its

Affiliates. Such amounts shall constitute liquidated damages with respect to any

and all such rights and claims and, upon the Executive's receipt of such

amounts, the Company shall be released and discharged from any and all liability

to the

 

Executive in connection with this Agreement or otherwise in connection with the

Executive's employment with the Company and its Affiliates.

 

         (e) Modification of Payments by the Company.

 

                  (i) Application of Section 7(e) Hereof. In the event that any

         amount or benefit paid or distributed to the Executive pursuant to this

         Agreement, taken together with any amounts or benefits otherwise paid

         or distributed to the Executive by the Company or any Affiliate under

         any other plan, agreement, or arrangement that would be taken into

         account for purposes of determining if an "excess parachute payment" as

         defined in Section 280G of the Internal Revenue Code of 1986, as

         amended, has been made (collectively, the "Covered Payments"), would be

         an "excess parachute payment" as defined in Section 280G of the

         Internal Revenue Code of 1986, as amended (the "Code"), and would

         thereby subject the Executive to the tax (the "Excise Tax") imposed

         under Section 4999 of the Code (or any similar tax that may hereafter

         be imposed), the Company shall pay to the Executive an additional

         amount (the "Tax Reimbursement Payment") such that the net amount

         retained by the Executive with respect to such Covered Payments, after

         deduction of any Excise Tax on the Covered Payments and any Federal,

         state and local (including foreign) income tax and Excise Tax on the

         Tax Reimbursement Payment provided for by this Section 7(e), but before

         deduction for any Federal, state or local (including foreign) income or

         employment tax withholding on such Covered Payments, shall be equal to

         the aggregate value of the Covered Payments.

 

                  (ii) Calculation of Benefits. Promptly after delivery of any

         Notice of Termination, the Company shall notify the Executive of the

         aggregate present value of all Covered Payments to which the Executive

         would be entitled under this Agreement and any other plan, program or

         arrangement as of the projected Date of Termination, together with the

         projected maximum payments, determined as of such projected Date of

         Termination that could be paid without the Executive being subject to

         the Excise Tax.

 

                  (iii) Application of Section 280G. For purposes of determining

         whether any of the Covered Payments will be subject to the Excise Tax

         and the amount of such Excise Tax,

 

                  (A)      such Covered Payments will be treated as "parachute

                           payments" within the meaning of Section 280G of the

                           Code, and all "parachute payments" in excess of the

                           "base amount" (as defined under Section 280G(b)(3) of

                           the Code) shall be treated as subject to the Excise

                           Tax, unless, and except to the extent that, in the

                           good faith judgment of the Company's independent

                           certified public accountants appointed prior to the

                           Effective Date or tax counsel selected by such

                           Accountants (the "Accountants"), the Company has a

                           reasonable basis to conclude that any amount or

                           benefit paid or distributed to the Executive pursuant

                           to this Agreement, or any

 

 

                           amounts or benefits otherwise paid or distributed to

                           the Executive by the Company or any Affiliate under

                           any other plan, agreement, or arrangement (in whole

                           or in part), either do not constitute "parachute

                           payments" or represent reasonable compensation for

                           personal services actually rendered (within the

                           meaning of Section 280G(b)(4)(B) of the Code) in

                           excess of the portion of the "base amount allocable

                           to such Covered Payments," or such "parachute

                           payments" are otherwise not subject to such Excise

                           Tax, and

 

                  (B)      the value of any non-cash benefits or any deferred

                           payment or benefit shall be determined by the

                           Accountants in accordance with the principles of

                           Section 280G of the Code.

 

                  (iv) Adjustments in Respect of the Payment Cap. If the

         Executive receives reduced payments and benefits under this Section

         7(e) (or this Section 7(e) is determined not to be applicable to the

         Executive because the Accountants conclude that Executive is not

         subject to any Excise Tax) and it is established pursuant to a final

         determination of a court or an Internal Revenue Service proceeding (a

         "Final Determination") that, notwithstanding the good faith of the

         Executive and the Company in applying the terms of this Agreement, the

         aggregate "parachute payments" within the meaning of Section 280G of

         the Code paid to the Executive or for the Executive's benefit are in an

         amount that would result in the Executive being subject an Excise Tax,

         then the Accountants shall determine whether the Executive should have

         received the Tax Reimbursement Payment described in Section 7(e)(i). If

         the Tax Reimbursement Payment would have been due, the Accountants

         shall determine the amount of any interest and penalties that may be

         imposed on the Executive by reason having failed to have timely paid

         any Excise Tax (the "Penalty Amount"), and the amount of the Tax

         Reimbursement Payment due, treating the Penalty Amount as a Covered

         Payment. In the event a Tax Reimbursement Payment is due, the Company

         shall promptly (but in no event later than ten (10) business days after

         the Accountants have determined and informed the Company of the amounts

         due hereunder) pay the Executive such Tax Reimbursement Payment (as

         calculated in accordance with the immediately preceding sentence) and

         the Penalty Amount. For greater clarity, if the Executive receives

         increased payments and benefits under this Section 7(e)(i), then this

         Section 7(e)(iv) shall not apply.

 

         (f) Notwithstanding anything else in this Section 7 to the contrary,

nothing in this Section 7 shall be construed to release the Company from (or to

otherwise waive or modify) the Company's obligation to indemnify the Executive

pursuant to Section 5(f) hereof.

 

         8. Non-exclusivity of Rights. Except as expressly provided herein,

nothing in this Agreement shall prevent or limit the Executive's continuing or

future participation in any benefit, bonus, incentive or other plan or program

provided by the Company or any Affiliate and for which the Executive may

qualify, nor shall anything herein limit or otherwise prejudice such rights as

the Executive may have under any other agreements

 

with the Company or any Affiliate, including employment agreements or stock

option agreements. Amounts which are vested benefits or which the Executive is

otherwise entitled to receive under any plan or program of the Company or any

Affiliate at or subsequent to the Date of Termination shall be paid in

accordance with such plan or program.

 

         9. No Offset; Deferrals. The Company's obligation to make the payments

provided for in this Agreement and otherwise to perform its obligations

hereunder shall not be diminished or otherwise affected by any circumstances,

including, but not limited to, any set-off, counterclaim, recoupment, defense or

other right which the Company may have against the Executive or others whether

by reason of the subsequent employment of the Executive or otherwise. For

purposes of this Agreement, except for Section 7(e), the value of an amount or

property awarded, granted, or paid to the Executive shall be determined

notwithstanding any elective deferrals of payment.

 

         10. Legal Fees and Expenses. If the Executive asserts any claim in any

contest (whether initiated by the Executive or by the Company) as to the

validity, enforceability or interpretation of any provision of this Agreement,

the Company shall pay the Executive's legal expenses (or cause such expenses to

be paid) including, but not limited to, the Executive's reasonable attorney's

fees, on a quarterly basis, upon presentation of proof of such expenses in a

form acceptable to the Company, provided that the Executive shall reimburse the

Company for such amounts, plus simple interest thereon at the 90-day United

States Treasury Bill rate as in effect from time to time, compounded annually,

if the Executive shall not prevail, in whole or in part, as to at least one

material issue as to the validity, enforceability or interpretation of any

provision of this Agreement.

 

         11. Surviving Agreements. The Agreement to Protect Corporate Property

previously executed by the Executive, any written stock option agreement into

which the Executive entered with the Company, and any Compensation Protection

Agreement into which the Executive entered with the Company are incorporated

herein and made a part hereof. The Executive and the Company hereby reaffirm

their respective commitments under the agreements to which reference is made in

this Section 11, and again agree to be bound by each of the covenants contained

therein for the benefit of the Company and Affiliates in consideration of the

benefits made available to the Executive hereby.

 

         12. Successors. (a) This Agreement is personal to the Executive and,

without the prior written consent of the Company, shall not be assignable by the

Executive otherwise than by will or the laws of descent and distribution. This

Agreement shall inure to the benefit of and be enforceable by the Executive's

legal representatives.

 

         (b) This Agreement shall inure to the benefit of and be binding upon

the Company and its successors. The Company shall cause each Affiliate, as

applicable, to comply with the terms of this Agreement. The Company shall

require any successor to all or substantially all of the business and/or assets

of the Company, whether direct or indirect, by purchase, merger, consolidation,

acquisition of stock, or otherwise, expressly to assume and agree to perform

this Agreement in the same manner and to the same

 

extent as the Company would have been required to perform if no such succession

had taken place.

 

         13. Miscellaneous. (a) Applicable Law. This Agreement shall be governed

by and construed in accordance with the laws of the State of New York, applied

without reference to principles of conflict of laws.

 

         (b) Arbitration. Except to the extent provided in Section 11(c) hereof,

any dispute or controversy arising under or in connection with this Agreement

shall be resolved by binding arbitration. The arbitration shall be held in New

York City and except to the extent inconsistent with this Agreement, shall be

conducted in accordance with the Expedited Employment Arbitration Rules of the

American Arbitration Association in effect at the time of the arbitration (or

such other rules as the parties may agree to in writing), and otherwise in

accordance with principles which would be applied by a court of law or equity;

provided for greater clarity, however, that in no event shall the arbitrator(s)

be bound to follow the rules of evidence, discovery, or procedure that would

applied by a court of law or equity. The arbitrator shall be acceptable to both

the Company and the Executive. If the parties cannot agree on an acceptable

arbitrator, the dispute shall be heard by a panel of three arbitrators, one

appointed by each of the parties and the third appointed by the other two

arbitrators.

 

         (c) Amendments. This Agreement may not be amended or modified other

than by a written agreement executed by the parties hereto or their respective

successors and legal representatives.

 

         (d) Entire Agreement. This Agreement constitutes the entire agreement

between the parties hereto with respect to the matters referred to herein, and

completely supersedes and replaces any prior Employment Continuation Agreement

(including any such amended and restated agreement) between the Executive and

the Company and/or an Affiliate. No other agreement relating to the terms of the

Executive's employment by the Company, oral or otherwise, shall be binding

between the parties unless it is in writing and signed by the party against whom

enforcement is sought. There are no promises, representations, inducements or

statements between the parties other than those that are expressly contained

herein. The Executive acknowledges entering into this Agreement of the

Executive's own free will and accord, and with no duress, that the Executive has

read this Agreement and understands it and its legal consequences.

 

         (e) Notices. All notices and other communications hereunder shall be in

writing and shall be given by hand-delivery to the other party or by registered

or certified mail, return receipt requested, postage prepaid, addressed as

follows:

 

         If to the Executive:       at the home address of the Executive noted

                                    on the records of the Company

 

         If to the Company:         MetLife, Inc.

                                    One Madison Avenue

                                    New York, New York 10010

                                    Attn.: Secretary

 

or to such other address as either party shall have furnished to the other in

writing in accordance herewith. Notice and communications shall be effective

when actually received by the addressee.

 

         (f) Tax Withholding. The Company shall withhold from any amounts

payable under this Agreement such Federal, state or local taxes as shall be

required to be withheld pursuant to any applicable law or regulation.

 

         (g) Severability; Reformation. In the event that one or more of the

provisions of this Agreement shall become invalid, illegal or unenforceable in

any respect, the validity, legality and enforceability of the remaining

provisions contained herein shall not be affected thereby.

 

         (h) Waiver. Waiver by any party hereto of any breach or default by the

other party of any of the terms of this Agreement shall not operate as a waiver

of any other breach or default, whether similar to or different from the breach

or default waived. No waiver of any provision of this Agreement shall be implied

from any course of dealing between the parties hereto or from any failure by

either party hereto to assert its or the Executive's rights hereunder on any

occasion or series of occasions.

 

         (i) Counterparts. This Agreement may be executed in counterparts, each

of which shall be deemed an original but all of which together shall constitute

one and the same instrument.

 

 

 

                      (THIS SPACE INTENTIONALLY LEFT BLANK)

 

 

         (j) Captions. The captions of this Agreement are not part of the

provisions hereof and shall have no force or effect.

 

         IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand

and the Company has caused this Agreement to be executed in its name on its

behalf.

 

                                    METLIFE, INC.

 

 

                                    By:

                                        -----------------------------

 

                                    Title:

                                           --------------------------

 

 

 

WITNESSED:

 

--------------------------

 

 

 

 

                                    EXECUTIVE:

 

                                    -------------------------

 

WITNESSED:

 

 

-------------------------