Exhibit 10.31
MANAGEMENT PERFORMANCE SHARE AGREEMENT
MetLife, Inc. confirms that, on [grant date] (the "Grant Date"), it
granted you, [name], [number] Performance Shares (your "Performance Shares").
Your Performance Shares are subject to the terms and conditions of this
Management Performance Share Agreement (this "Agreement") and the MetLife, Inc.
2005 Stock and Incentive Compensation Plan (the "Plan").
1. Standard Performance Terms.
(a) The Performance Period for your Performance Shares will begin on
[date], [year] and end on the December 31 immediately preceding the third
anniversary of the beginning of the Performance Period.
(b) Except in so far as Sections 2 (Change of Status) or 3 (Change of
Control) apply to your Performance Shares, after the conclusion of the
Performance Period, the Committee shall certify in writing the number of
Performance Shares payable in accordance with Section 1(c) (your "Final
Performance Shares"), and your Final Performance Shares will be due and payable
in Shares.
(c) The Committee will determine your Final Performance Shares by
multiplying your Performance Shares by the "Performance Factor." The Performance
Factor means a percentage (from zero to 200%) which is the sum of two other
percentages (each from zero to 100%), described in (1) and (2) below.
(1) The first percentage will be based on the Company's performance
with respect to Change in Annual Net Operating Earnings Per Share during
the Performance Period relative to the other companies in the Standard and
Poor's Insurance Index, determined according to Table 1 of Schedule A to
this Agreement. For this purpose, (a) "Net Operating Earnings Per Share"
for any period means income, net of all taxes on income, less realized
investment gains or losses, less any dividends paid on preferred shares,
and excluding any cumulative charges or benefits due to changes in
accounting principles, divided by the weighted average number of shares
outstanding during such period determined on a diluted basis under
Generally Accepted Accounting Principles; and (b) "Change in Annual Net
Operating Earnings Per Share" means Net Operating Earnings Per Share in
the final calendar year of the Performance Period divided by Net Operating
Earnings Per Share in the calendar year immediately preceding the
beginning of the Performance Period.
(2) The second percentage will be based on the Company's performance
with respect to Proportionate Total Shareholder Return during the
Performance Period relative to the other companies in the Standard and
Poor's Insurance Index, determined according to Table 2 of Schedule A to
this Agreement. For this purpose, (a) "Initial Closing Price" means the
average Closing Price (and, in the case of a company other than the
Company, the most closely analogous price) in the twenty (20) trading days
prior to the first day of the Performance Period; (b) "Final Closing
Price" means the average Closing Price (and, the case of a company other
than the Company, the most closely analogous price) in the twenty (20)
trading days prior to and including the final day of the Performance
Period; (c) "Total Shareholder Return" means the change (plus or minus)
from the Initial Closing Price to the Final Closing Price, plus dividends
(if any) actually paid on Shares (or, in the case of a company other than
the Company, the most closely analogous security) on a reinvested basis
from the first day of the
Performance Period to and including the last day of the Performance
Period; and (d) "Proportionate Total Shareholder Return" means Total
Shareholder Return divided by Initial Closing Price.
(d) For these purposes, the Standard & Poor's Insurance Index means each
company which is described by either of the following criteria:
(1) the company is included in such index for the entirety of
the Performance Period; or
(2) the company is included in such index on the final day of the
Performance Period, and at least fifty percent (50%) of the securities
entitled to vote for the directors of that company were owned, directly or
indirectly, immediately after and as the result of a merger, acquisition,
or other similar corporate transaction, by a majority of the shareholders
(determined immediately prior to such transaction) of a company that was
either: (i) included in such index on the first day of the Performance
Period, or (ii) described by this Section 1(d)(2).
(e) The terms of this Section 1 shall be referred to as the "Standard
Performance Terms."
2. Change of Status. For purposes of this Section 2, your transfer between
the Company and an Affiliate, or among Affiliates, will not be a termination of
employment. In the event of a Change of Control, any applicable terms of Section
3 (Change of Control) will supersede the terms of this Section 2.
(a) Long-Term Disability. In the event you qualify for long-term
disability benefits under a plan or arrangement offered by the Company or an
Affiliate for its Employees, the Standard Performance Terms will continue to
apply to your Performance Shares. Once this provision applies, no other change
of status described in this Section 2 (except the provision regarding
termination for Cause) will affect your Performance Shares, even if you
subsequently return to active service or your employment with the Company or an
Affiliate terminates other than for Cause.
(b) Death. In the event that your employment with the Company or an
Affiliate terminates due to your death, your Performance Shares will be due and
payable in Shares (or cash at a value equal to the Closing Price on the date of
your death, if so determined by the Committee).
(c) Retirement. If your employment with the Company or an Affiliate
terminates (other than for Cause) on after your early retirement date or normal
retirement date (in each case determined under any ERISA qualified pension plan
offered by the Company or an Affiliate in which you participate) ("Retirement"),
the Standard Performance Terms will continue to apply to your Performance
Shares.
(d) Bridge Eligibility. If your employment with the Company or an
Affiliate terminates (other than for Cause) with bridge eligibility for
retirement-related medical benefits (determined under an ERISA qualified benefit
plan offered by the Company or an Affiliate in which you participate, if any)
("Bridge Eligibility"), and your separation agreement (offered to you under the
severance program offered by the Company or an Affiliate to its Employees)
becomes final, the Standard Performance Terms will continue to apply to your
Performance Shares.
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(e) Termination for Cause. In the event that your employment with the
Company or an Affiliate terminates for Cause, your Performance Shares will be
forfeited immediately.
(f) Other Termination of Employment. Unless the Committee determines
otherwise, if no other provision in this Section 2 regarding change of status
applies, including, for example, your voluntary termination of employment, your
termination without Retirement or Bridge Eligibility, or your termination by the
Company or an Affiliate without Cause, your Performance Shares will be forfeited
immediately. To the extent you are offered a separation agreement by the Company
or an Affiliate, the value of your forfeited Performance Shares may, in the
discretion of the Company or Affiliate, be considered in determining the terms
of that offer.
3. Change of Control.
(a) Except as provided in Section 3(b), and unless otherwise prohibited
under law or by applicable rules of a national security exchange, if a Change of
Control occurs, your Performance Shares will be due and payable in the form of
cash equal to the number of your Performance Shares multiplied by the Change of
Control Price, and such sum shall be paid to you within thirty (30) days of the
Change of Control.
(b) The terms of Section 3(a) will not apply to your Performance Shares if
the Committee reasonably determines in good faith, prior to the Change of
Control, that you have been granted an Alternative Award for your Performance
Shares pursuant to Section 15.2 of the Plan.
4. Nontransferability of Awards. Except as provided in Section 5 or as
otherwise permitted by the Committee, you may not sell, transfer, pledge, assign
or otherwise alienate or hypothecate any of your Performance Shares, and all
rights with respect to your Performance Shares are exercisable during your
lifetime only by you.
5. Beneficiary Designation. You may name any beneficiary or beneficiaries
(who may be named contingently or successively) who may then exercise any right
under this Agreement in the event of your death. Each beneficiary designation
for such purpose will revoke all such prior designations. Beneficiary
designations must be properly completed on a form prescribed by the Committee
and must be filed with the Company during your lifetime. If you have not
designated a beneficiary, your rights under this Agreement will pass to and may
be exercised by your estate.
6. Tax Withholding. The Company will withhold from payment made under this
Agreement an amount sufficient to satisfy the minimum statutory Federal, state,
and local tax withholding requirements relating to payment on account of your
Performance Shares.
7. Adjustments. The Committee may, in its discretion, make adjustments in
the terms and conditions of your Performance Shares in recognition of unusual or
nonrecurring events affecting the Company or its financial statements, or in
recognition of changes to applicable laws, regulations, or accounting
principles, whenever the Committee determines that such adjustments are
appropriate to prevent unintended dilution or enlargement of the potential
benefits of your Performance Shares. The Committee's determination in this
regard will be conclusive.
8. Timing of Payment. The Company will make payment to you as soon as
reasonably practicable after such payment becomes payable under this Agreement,
unless you have earlier
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deferred such payment in accordance with arrangements offered to you for that
purpose. If Shares are to be paid to you, you will receive evidence of ownership
of those Shares.
9. Closing Price. For purpose of this Agreement, "Closing Price" will mean
the closing price of a Share as reported in the principal consolidated
transaction reporting system for the New York Stock Exchange (or on such other
recognized quotation system on which the trading prices of the Shares are quoted
at the relevant time), or in the event that there are no Share transactions
reported on such tape or other system on the applicable date, the closing price
on the immediately preceding date on which Share transactions were reported.
Closing Price shall constitute "Fair Market Value" under the Plan for all
purposes related to your Performance Shares.
10. No Guarantee of Employment. This Agreement is not a contract of
employment and it is not a guarantee of employment for life or any period of
time. Nothing in this Agreement interferes with or limits in any way the right
of the Company or an Affiliates to terminate your employment at any time. This
Agreement does not give you any right to continue in the employ of the Company
or an Affiliate.
11. Governing Law; Choice of Forum. This Agreement will be construed in
accordance with and governed by the laws of the State of Delaware, regardless of
the law that might be applied under principles of conflict of laws. Any action
to enforce this Agreement or any action otherwise regarding this Agreement must
be brought in a court in the State of New York, to which jurisdiction the
Company and you consent.
12. Miscellaneous. For purposes of this Agreement, "Committee" includes
any direct or indirect delegate of the Committee as defined in the Plan and the
word "Section" refers to a Section in this Agreement. Any other capitalized word
used in this Agreement and not defined in this Agreement, including each form of
that word, is defined in the Plan. Any determination or interpretation by the
Committee pursuant to this Agreement will be final and conclusive. In the event
of a conflict between any term of this Agreement and the terms of the Plan, the
terms of the Plan control. This Agreement and the Plan represent the entire
agreement between you and the Company, and you and all Affiliates, regarding
your Performance Shares. No promises, terms, or agreements of any kind regarding
your Performance Shares that are not set forth, or referred to, in this
Agreement or in the Plan are part of this Agreement. In the event any provision
of this Agreement is held illegal or invalid, the rest of this Agreement will
remain enforceable. If you are an Employee of an Affiliate, your Performance
Shares are being provided to you by the Company on behalf of that Affiliate, and
the value of your Performance Shares will be considered a compensation
obligation of that Affiliate. Your Performance Shares are not Shares and do not
give you the rights of a holder of Shares. You will not be credited with
additional Performance Shares on account of any dividend paid on Shares. The
issuance of Shares or payment of cash pursuant to your Performance Shares is
subject to all applicable laws, rules and regulations, and to any approvals by
any governmental agencies or national securities exchanges as may be required.
No Shares will be issued or no cash will be paid if that issuance or payment
would result in a violation of applicable law, including the federal securities
laws and any applicable state or foreign securities laws.
13. Amendments. The Committee has the exclusive right to amend this
Agreement as long as the amendment does not adversely affect any of your
previously-granted Awards in any material way (without your written consent) and
is otherwise consistent with the Plan. The Company will give
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written notice to you (or, in the event of your death, to your beneficiary or
estate) of any amendment as promptly as practicable after its adoption.
14. Agreement to Protect Corporate Property. The grant of your Performance
Shares is subject to your execution of the Agreement to Protect Corporate
Property provided to you with this Agreement ("Property Agreement"). If you do
not return a signed copy of the Property Agreement, this Agreement and the
Performance Shares granted to you will be void. The Company may in its sole
discretion allow an extension of time for you to return your signed Property
Agreement.
IN WITNESS WHEREOF, the Company has caused its duly authorized officer to
execute this Agreement, and you have executed this Agreement.
METLIFE, INC. EMPLOYEE
By: Xxxxxx X. Xxxxxxxxx [name]
-------------------------------- ------
Name
Chairman of the Board and CEO
--------------------------------
Title
---------------------------------- --------------------------------
Signature Signature
Date:
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Schedule A
to Management Performance Share Agreement
Table 1 Table 2
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Change in Annual Net First Percentage Proportionate Total Second Percentage For
Operating Income For Purposes of Shareholder Return Purposes of
Company Performance Determining Company Performance Determining
(Percentile Relative Performance Factor* (Percentile Relative Performance Factor*
to Other Companies in to Other Companies
S&P Ins. Index) in S&P Ins. Index)
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0-24 0 0-24 0
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25 25 25 25
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26 26 26 26
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27 27 27 27
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28 28 28 28
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29 29 29 29
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30 30 30 30
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31 31 31 31
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32 32 32 32
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33 33 33 33
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34 34 34 34
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35 35 35 35
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36 36 36 36
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37 37 37 37
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38 38 38 38
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39 39 39 39
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40 40 40 40
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41 41 41 41
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42 42 42 42
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43 43 43 43
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44 44 44 44
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45 45 45 45
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46 46 46 46
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47 47 47 47
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48 48 48 48
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49 49 49 49
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50 50 50 50
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51 52 51 52
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52 54 52 54
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53 56 53 56
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54 58 54 58
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55 60 55 60
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56 62 56 62
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57 64 57 64
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58 66 58 66
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59 68 59 68
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60 70 60 70
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61 72 61 72
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62 74 62 74
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63 76 63 76
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64 78 64 78
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65 80 65 80
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66 82 66 82
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67 84 67 84
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68 86 68 86
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69 88 69 88
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70 90 70 90
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71 92 71 92
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72 94 72 94
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73 96 73 96
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74 98 74 98
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75-99 100 75-99 100
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* First percentage and second percentage are added together and the total is
multiplied by the number of Performance Shares granted to determine the number
of Final Performance Shares. See Section 1(c) of this Agreement.
