EMPLOYMENT AGREEMENT
Exhibit 10.1
This Agreement is entered into effective as of April 30, 2010, by and between Xxxxx X. Xxxxxxxx,
having an address at X.X. Xxx 000, Xxxxxxxx, Xxx Xxxx (herein referred to as “you” or “your”) and
MetLife, Inc., a Delaware corporation, (herein referred to as “MetLife, Inc.” or “we”) having an
address at 1095 Avenue of the Americas, on the following terms and conditions:
In order to effectively provide for a smooth and orderly transition on all matters to your
successor General Counsel and executive officer in charge of Legal Affairs, we are proposing that
your employment with MetLife Group, Inc. continue on the following terms.
I. Assignment Duration: May 1, 2010 through February 28, 2011. Each of the terms described
below will apply during the Assignment Duration. Your employment with MetLife Group, Inc. will
end at the conclusion of this period, or earlier in the event of your death.
II. Responsibilities:
At the request of the Chief Executive Officer (CEO) or General Counsel (GC) of MetLife,
Inc., you will provide information and advice to the CEO, GC or other MetLife
management regarding the following matters or others as reasonably requested by the CEO or GC:
• | MetLife Legal Affairs employees or outside counsel: |
a performance;
b roles and responsibilities;
c organizational structure; or
d any other aspect of these matters;
• | Present or past MetLife legal matters, such as litigation, regulatory applications or inquiries, legislative affairs, and matters related to the terms, closing, and integration of any mergers and acquisition transactions; and | ||
• | MetLife’s relationships with regulators or other government officers, bodies, or agencies. |
It is understood by both parties that your performance expectations are as set forth above. It
is further understood by the parties that from time to time it may not be practical for you be
present at a MetLife office to perform these Responsibilities and that in those cases verbal
contact will be sufficient.
II. Reporting Relationships and Non-Officer Status:
In accepting this new position, you will continue to report directly to the CEO (or otherwise as he
directs). You will no longer be a member of the Executive Group or an officer or director of
MetLife, Inc., Metropolitan Life Insurance Company, MetLife Group, Inc. or any other affiliate of
MetLife, Inc. (together, for purpose of each use of the term in this letter, “MetLife”), or a
trustee or fiduciary of any trust or benefit plan associated with MetLife, or a representative of
MetLife on any committees or other associations. As such your resignation from each such position
you held as of April 30, 2010 will be effective April 30, 2010.
Your title will immediately be “Special Counsel.” You will continue to serve as an attorney for
MetLife, with attendant duties of loyalty and confidentiality. MetLife, Inc. will indemnify and
hold you harmless from any and all claims arising out of or in connection with any service or
advice that you provide in connection with this agreement, including but not limited to attorneys
fees and costs, to the same extent as it indemnifies and holds harmless its officers under its
bylaws.
MetLife will make administrative support, including a secretary, available to you when and as
needed to perform your MetLife duties.
MetLife will provide you the use a MetLife car and driver when and as needed to perform your
MetLife duties. Your administrative assistant should schedule any such use.
Any of your MetLife businesses expenses will continue to be submitted for approval under
MetLife’s normal expense reimbursement policies through MetLife’s Chief Accounting Officer.
Your MetLife e-mail account and phone number will continue, subject to the same MetLife’s
technology policies as applicable to other employees.
MetLife will provide you visitor office space at MetLife’s New York office for your use to perform
your MetLife duties. In order to use this space, you will inform your administrative assistant 24
hours in advance (or, for use the day after a non-business day, by the morning of the prior
business day). When not in use by you, the space may be made available to other employees.
You will work in MetLife’s New York office to the extent the GC or CEO reasonably request from
time to time. On other occasions, we will provide you the opportunity to work from another
MetLife office location or to work from your residence if you so desire. We will provide 24 hour
advance notice of any requirement for you to work at a MetLife office and provide transportation
to and from that office. Any advice or service required of you at a MetLife office under this
Agreement will be by appointment in order to allow for coordination of schedules between the
parties.
You will not be employed by, serve as an officer of, or provide services in any capacity to any
employer or business entity other than MetLife. You may, however, serve non-profit charities in
any capacity or serve as an independent, non-employee director of a business or non-profit
charity.
The use of MetLife space at 000 Xxxx Xxxxxx for organizations you are a member of will continue to
be available to you. You will provide advance notice and reservations for use of the space.
III. Remuneration:
Your employment at MetLife will continue at the annual base salary rate of $510,000 (less
applicable withholding for taxes and other required items).
Assuming that you remain employed through February 28, 2010, you will be eligible to receive annual
cash and long-term stock-based incentive awards in February 2011 at the discretion of the
2
MetLife, Inc. Compensation Committee (the “Committee”). Assuming also that you meet or exceed the
CEO’s reasonable performance expectations during the Assignment Duration, determined by him in good
faith, and all aspects of MetLife’s financial performance are at least at the level called for by
MetLife, Inc.’ s 2010 business plan (which determination shall be made in February, 2011), MetLife
management will recommend to the MetLife, Inc. Compensation Committee that you be paid an annual
cash incentive award of $1.5 million and long-term stock-based awards with a compensation valuation
of approximately $2.3 million (less withholding for taxes and other required items) in February,
2011, using the same compensation valuation methodology to determine the number of stock options
and/ or performance shares as is used for MetLife, Inc. executives’ awards generally in February
2011.
While you remain an employee of MetLife Group, Inc., you will be eligible for employee benefits
subject to the terms of the applicable MetLife employee benefit plans.
This letter includes all of the terms of your employment during the Assignment Duration, and no
other agreements, promises, or statements, oral or written, will survive or apply. The terms
of this letter will be governed by New York law without regard to choice of law principles. In
the event that any of the terms of this letter are held invalid or unenforceable, the rest of
the terms of this letter will remain valid and enforceable. This letter can not be amended
except by a written document signed by you and an officer of MetLife, Inc.
This Agreement is subject to review by the MetLife, Inc. Compensation Committee (the
“Committee”), and the Committee’s approval is a condition of its continuing in effect on and
after July 31, 2010.
IN WITNESS WHEREOF, the parties have executed this Agreement as the date first written above.
MetLife, Inc.
By:
|
/s/ Xxxxxxxx X. Xxxxxx
|
/s/ Xxxxx X. Xxxxxxxx
|
||||||
Executive Vice President Human Resources |
3