Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 9, 2014

 

 

METLIFE, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   1-15787   13-4075851
(State or Other Jurisdiction   (Commission   (IRS Employer
of Incorporation)   File Number)   Identification No.)

200 Park Avenue, New York,

New York

    10166-0188
(Address of Principal Executive Offices)     (Zip Code)

212-578-2211

(Registrant’s Telephone Number, Including Area Code)

N/A (Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Table of Contents

TABLE OF CONTENTS

 

Item 5.02

 

Departure of Directors or Certain Officers; Election of Directors: Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

  

Item 9.01

 

Financial Statements And Exhibits

     4   

SIGNATURES

     5   

EXHIBIT INDEX

     6   

Ex - 10.1 to 10.11

  

10.1

 

Form of Performance Share Agreement

  

10.2

  Form of Performance Unit Agreement   

10.3

  Form of Restricted Stock Unit Agreement (Ratable Period of Restriction Ends in Thirds; Code Section 162(m) Goals)   

10.4

  Form of Restricted Stock Unit Agreement (Three-Year “Cliff” Period of Restriction; No Code Section 162(m) Goals)   

10.5

  Form of Restricted Unit Agreement (Ratable Period of Restriction Ends in Thirds; Code Section 162(m) Goals)   

10.6

  Form of Restricted Unit Agreement (Three-Year “Cliff” Period of Restriction; No Code Section 162(m) Goals)   

10.7

  Form of Stock Option Agreement (Ratable Exercisability in Thirds)   

10.8

  Form of Stock Option Agreement (Three-Year “Cliff” Exercisability)   

10.9

  Form of Unit Option Agreement (Ratable Exercisability in Thirds)   

10.10

  Form of Unit Option Agreement (Three-Year “Cliff” Exercisability)   

10.11

  MetLife Annual Variable Incentive Plan (effective as amended and restated January 1, 2015)   


Table of Contents
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 9, 2014, the Compensation Committee (the “Committee”) of the Board of Directors of MetLife, Inc. (the “Company”) approved forms of award agreement (collectively, the “Award Agreements”) for stock-based long-term incentive compensation.

The Award Agreements provide for:

 

   

awards payable in shares of Company common stock (“Shares”) based on elements of Company performance, known as Performance Shares, and their cash-payable equivalent, Performance Units;

 

   

awards payable in Shares, known as Restricted Stock Units, and their cash-payable equivalent, Restricted Units;

 

   

awards that provide the right to buy Shares at their closing price on the grant date, known as Stock Options; and

 

   

cash-payable awards based on the price of a Share at the time the award is exercised, less the closing price of a Share on the date the award was granted, known as Unit Options.

The Award Agreements will apply to awards made under the MetLife, Inc. 2015 Stock and Incentive Plan (the “2015 Plan”) which will become effective on January 1, 2015.

Each of the Award Agreements has material terms that are substantially similar to the forms of award agreement approved by the Committee on February 11, 2013 and disclosed by the Company on Form 8-K on February 15, 2013 (the “Former Agreements”), except as noted below.

 

   

The Award Agreements replace the reference to “retirement” in the Former Agreements with a “Rule of 65.” An employee whose age and total service with the Company and its affiliates at the time of termination of employment (other than for cause) is equal to or greater than 65, with at least five years of service, will retain the right to receive payment for, or exercise, the award after termination of employment. The employee forfeits the award if the Committee finds that the employee has made disparaging statements about the Company and its affiliates or their associates, products, or services, other than truthful statements compelled by law or authorized pursuant to legal or administrative processes.

 

   

The Award Agreements provide for the forfeiture of awards to the extent the Company determines they have the potential to trigger penalties under Internal Revenue Code Section 457A, unless the employee certifies that the employee was not subject to income taxation by the United States during the vesting period.

The foregoing description of the Award Agreements is a summary, is not complete and is qualified in its entirety by reference to the Award Agreements, which are attached hereto as exhibits and are incorporated herein by reference.

On December 9, 2014, the Committee also approved the MetLife Annual Variable Incentive Plan, effective as amended and restated January 1, 2015, (“AVIP”) as a sub-plan of the 2015 Plan. AVIP is an annual incentive plan that provides for cash awards to executive officers of the Company and other employees, subject to performance criteria established by the Committee. The foregoing description of AVIP is a summary, is not complete and is qualified in its entirety by reference to AVIP, which is attached hereto as an exhibit and its incorporated herein by reference.


Table of Contents
Item 9.01 Financial Statements And Exhibits.

 

  (a) Not applicable

 

  (b) Not applicable

 

  (c) Not applicable

 

  (d) Exhibits

 

  10.1 Form of Performance Share Agreement

 

  10.2 Form of Performance Unit Agreement

 

  10.3 Form of Restricted Stock Unit Agreement (Ratable Period of Restriction Ends in Thirds; Code Section 162(m) Goals)

 

  10.4 Form of Restricted Stock Unit Agreement (Three-Year “Cliff” Period of Restriction; No Code Section 162(m) Goals)

 

  10.5 Form of Restricted Unit Agreement (Ratable Period of Restriction Ends in Thirds; Code Section 162(m) Goals)

 

  10.6 Form of Restricted Unit Agreement (Three-Year “Cliff” Period of Restriction; No Code Section 162(m) Goals)

 

  10.7 Form of Stock Option Agreement (Ratable Exercisability in Thirds)

 

  10.8 Form of Stock Option Agreement (Three-Year “Cliff” Exercisability)

 

  10.9 Form of Unit Option Agreement (Ratable Exercisability in Thirds)

 

  10.10 Form of Unit Option Agreement (Three-Year “Cliff” Exercisability)

 

  10.11 MetLife Annual Variable Incentive Plan (effective as amended and restated effective January 1, 2015)


Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

   

METLIFE, INC.

    By:   /s/ Timothy J. Ring
      Name: Timothy J. Ring
      Title: Senior Vice President and Secretary

Date: December 11, 2014


Table of Contents

EXHIBIT INDEX

 

EXHIBIT     

NUMBER

  

EXHIBIT

10.1     

Form of Performance Share Agreement

10.2      Form of Performance Unit Agreement
10.3      Form of Restricted Stock Unit Agreement (Ratable Period of Restriction Ends in Thirds; Code Section 162(m) Goals)
10.4      Form of Restricted Stock Unit Agreement (Three-Year “Cliff” Period of Restriction; No Code Section 162(m) Goals)
10.5      Form of Restricted Unit Agreement (Ratable Period of Restriction Ends in Thirds; Code Section 162(m) Goals)
10.6      Form of Restricted Unit Agreement (Three-Year “Cliff” Period of Restriction; No Code Section 162(m) Goals)
10.7      Form of Stock Option Agreement (Ratable Exercisability in Thirds)
10.8      Form of Stock Option Agreement (Three-Year “Cliff” Exercisability)
10.9      Form of Unit Option Agreement (Ratable Exercisability in Thirds)
10.10    Form of Unit Option Agreement (Three-Year “Cliff” Exercisability)
10.11    MetLife Annual Variable Incentive Plan (effective as amended and restated effective January 1, 2015)

Exhibit 10.1

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 Performance Share Agreement (this “Agreement”) and the MetLife, Inc. 2015 Stock and Incentive Compensation Plan (the “Plan”).

1. Standard Performance Terms .

(a) The terms of this Section 1 shall be referred to as the “Standard Performance Terms” and will apply to your Performance Shares except in so far as Sections 2, 3, or 14 apply. If Shares are paid to you, you will receive evidence of ownership of those Shares.

(b) The Performance Period for your Performance Shares will begin on January 1, [year] and end on the December 31 immediately preceding the third anniversary of the beginning of the Performance Period. After the conclusion of the Performance Period, the Committee shall certify in writing the number of Performance Shares payable in accordance with this Section 1 (your “Final Performance Shares”), and your Final Performance Shares will be due and payable in Shares at the time specified in Section 8.

(c) If the Committee determines in writing that the Company met one or more of the Section 162(m) Goals, then you will be eligible for a payment of up to 175% of your Performance Shares. Notwithstanding any other terms of this Agreement, your payment may not exceed this amount. The “Section 162(m) Goals” shall be the following:

(1) Positive Company Adjusted Income for the Performance Period.

(2) Positive Company Adjusted Income for the third calendar year of the Performance Period.

(3) Positive Company Total Shareholder Return for the Performance Period.

(4) Positive Company Total Shareholder Return for the third calendar year of the Performance Period.

(5) For purposes of this Section 1(c), the following definitions shall apply:

(a) “Adjusted Income” means income from continuing operations before provision for income tax, excluding net investment gains (losses) (determined in accordance with Section 3(a) of Article 7.04 of SEC Regulation S-X), which includes total net investment gains (losses) and net derivatives gains (losses).

(b) “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 on a reinvested basis during the applicable period. “Initial Closing Price” means the average Closing Price for the twenty (20) trading days prior to the first day of the applicable period. “Final Closing Price” means the average Closing Price for the twenty (20) trading days prior to and including the final day of the applicable period.


(d) If, under Section 1(c), you are eligible for a payment, the Committee will determine your Final Performance Shares by multiplying your Performance Shares by the “Final Performance Factor.” The Final Performance Factor means a percentage (from zero to 175%) determined by the Committee in its discretion. In exercising its discretion, the Committee may consider the average of two performance factors (each from zero to 175%), described in (1) and (2) below, subject to the cap determined by (3) below, if applicable, or such other considerations as it finds appropriate.

(1) The first performance factor will be based on the Company’s annual performance during the Performance Period with respect to Operating Return on Equity compared to its three-year business plan, as determined by the Committee in its discretion. In exercising its discretion, the Committee may refer to the guidelines in Performance Factor Appendix 1 to this Agreement, or such other considerations as it finds appropriate.

(2) The second performance factor will be based on the Company’s performance with respect to Total Shareholder Return during the Performance Period compared to the Company’s peer companies, as determined by the Committee in its discretion. In exercising its discretion, the Committee may refer to the list of peer companies and guidelines in Performance Factor Appendix 2 to this Agreement, or such other considerations as it finds appropriate.

(3) In determining the Final Performance Factor in its discretion, the Committee may consider whether the Company’s Total Shareholder Return for the Performance Period is zero or less, and if so may, in its discretion, choose to set the Final Performance Factor at the lesser of (a) the average of the percentages determined under Sections 1(d)(1) and (2); or (b) 100%.

2. Change of Status . The terms of this Section 2 describe how various events during the Performance Period affect your Performance Shares, subject to Section 14. For purposes of this Section 2, your transfer between the Company and an Affiliate, or among Affiliates, will not be a termination of employment, but any other termination of employment with the Company or any of its Affiliates (including the end of your employer’s status as an Affiliate) will be a termination of employment. The terms of this Section 2 shall apply as provided, except as otherwise determined by the Committee.

(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, or under another plan or arrangement designated for this purpose by the Committee, then (subject to Section 2(g)) the Standard Performance Terms will continue to apply to your Performance Shares. Once this Section 2(a) applies, then none of Sections 2(b), (c) or (f) will apply to your Performance Shares, even if you subsequently return to active service.

(b) Death . In the event that your employment with the Company or an Affiliate terminates due to your death, your Performance Shares (without multiplication by any Final Performance Factor) 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). Any payment will be made at the time specified in Section 8.

 

2


(c) Post-Employment Award Continuation .

(1) If your employment with the Company or an Affiliate terminates (other than for Cause) on or after your Rule of 65 Date, then (subject to Section 2(g)), the Standard Performance Terms will continue to apply to your Performance Shares; provided that , if the Committee finds that, any time before your Final Performance Shares are paid to you, you have made statements that damage, disparage, or otherwise diminish the reputation or business of the Company. any of its Affiliates, or of any their respective employees, officers, directors, products, or services, with the exception of truthful statements that are compelled by law or otherwise authorized pursuant to legal or administrative processes, your Performance Shares shall be forfeited.

(2) For this purpose:

(a) the “Rule of 65 Date” means the date that the sum of your total completed years of age plus total Service is equal to or greater than sixty-five (65), so long as your Service is equal to or greater than five (5); and

(b) “Service” means the aggregate number of completed years of employment with the Company and its Affiliates (solely during your employer’s status as an Affiliate), as conclusively determined by the Company without regard to any later determinations or findings regarding your employment status by any third party.

(d) Reserved .

(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 . If none of Sections 2(a) through (e) applies, your Performance Shares will be forfeited immediately upon your termination of employment, unless you are offered a separation agreement by the Company or an Affiliate under a severance program. To the extent your separation agreement becomes final by March 15 of the calendar year after the separation agreement is offered to you, your Prorated Performance Shares will be due and payable to you. Any payment will be made at the time specified in Section 8. The number of your “Prorated Performance Shares” will be determined by dividing the number of calendar months in the Performance Period that have ended as of the end of the month of the termination of your employment by thirty-six (36), multiplying the result by the number of your Performance Shares, and rounding to the nearest whole number, and, if you were an Insider at any time during the Performance Period, further multiplying the result by the lesser of 100% or the Performance Factor; provided, however , that if the date of the termination of your employment is prior to the first anniversary of the beginning of the Performance Period, then the number of your Prorated Performance Shares shall be zero (0). Payment for each of your Prorated Performance Shares will be made in cash at a value equal to the Closing Price on the Grant Date, and shall be rounded to the nearest one-hundred dollars ($100.00); provided, however , that if you were an Insider at any time during the Performance Period, payment for each of your Prorated Performance Shares will be made in cash at a value equal to the lesser of the Closing Price on the Grant Date or the Closing Price on the date the Committee determines the Performance Factor, and shall be rounded to the nearest one-hundred dollars ($100.00). If your separation agreement does not become final, your Performance Shares will be forfeited.

 

3


(g) Forfeiture Under Conditions Potentially Covered by Code Section 457A .

(1) Unless the Committee determines otherwise, this Section 12(g) will apply to the extent that:

(a) Sections 2(a) or (c) apply to your Performance Shares, or Section 2(f) applies to your Performance Shares and you were an Insider at any time during the Performance Period;

(b) the Company determines that you provided services to the Company or an Affiliate through an entity that would be deemed to be a “nonqualified entity” under Code Section 457A for any portion of the Performance Period (such period, the “457A Period”); and

(c) the Company determines that Code Section 457A potentially applies to your Performance Shares.

(2) To the extent that this Section 12(g) applies to your Performance Shares:

(a) the pro rata portion of your Performance Shares represented by the 457A Period as a portion of the Performance Period (the “457A Portion”) will be forfeited upon your termination of employment, unless the Company or an Affiliate offers you the opportunity to certify that you were not, during any portion of the Performance Period, subject to income tax by the United States of America (the “United States”) and you so certify; and

(b) your Performance Shares, other than the 457A Portion, will be subject to Sections 2(a), (c), or (f) as otherwise applicable.

3. Change of Control .

(a) The terms of this Section 3 describe how a Change of Control during the Performance Period will affect your Performance Shares. If a Change of Control occurs prior to any of the events described in Section 2, or subsequent to the events described in Section 2(a) or (c), this Section 3 will supersede the terms of Section 2. If any of the events described in Section 2(b), (e), or (f) occurs prior to a Change of Control, the terms of Section 2(b), (e), or (f) will supersede the terms of this Section 3.

(b) Except as provided in Section 3(c), 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. Any payment will be made at the time specified in Section 8. The terms of Section 2(g), except for Section 2(g)(2)(b), shall apply to such a payment, provided, however, that the Company or an Affiliate shall offer you the opportunity to certify as described in Section 2(g)(2)(a).

(c) The terms of Section 3(b) 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. Any such Alternative Award shall not accelerate the timing of payment or otherwise violate Code Section 409A and shall substantially replicate the terms of Section 2(g), except for Section 2(g)(2)(b), provided, however, that the Company or an Affiliate shall be required to offer you the opportunity to certify as described in Section 2(g)(2)(a).

 

4


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 . To the extent permitted by the Committee, you may name one or more beneficiary or beneficiaries 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 or an Affiliate may withhold amounts it determines are necessary to satisfy tax withhold responsibilities by withholding amounts from payment made under this Agreement, or from other payments due to you to the extent permissible under law, an amount sufficient to satisfy the minimum statutory United States, state, local or other applicable tax withholding requirements. The Company will defer payment of cash or the issuance of Shares until this requirement is satisfied. The Company may satisfy this requirement by withholding Shares otherwise issuable based on a value per Share determined by the Company in its discretion.

7. Adjustments . The Committee will make appropriate adjustments in the terms and conditions of your Performance Shares as provided in Section 4.2 of the Plan, and may make adjustments in the terms and conditions of your Performance Shares as provided in Section 16.2 of the Plan. The Committee’s determinations in this regard will be conclusive.

8. Timing of Payment .

(a) This Agreement is intended to comply with Code Section 409A and shall be interpreted accordingly.

(b) If payment is due and payable under Section 2(b), it will be made upon your death.

(c) If payment is due and payable under Section 2(f), it will be made six (6) months after the termination of your employment (or six (6) months after your “separation from service” under Code Section 409A, if that is a different date); provided, however , that if you were an Insider at any time during the Performance Period, payment will be made in the calendar year after the end of the Performance Period but in no event earlier than six (6) months after the termination of your employment (or six months after your “separation from service” under Code Section 409A, if that is a different date).

(d) If payment is due and payable under Section 3(b), and the Change of Control that causes payment to be due and payable is a “change of control” as defined under Code Section 409A, such sum shall be paid to you within thirty (30) days of the Change of Control. If payment is due and payable under Section 3(b), and the Change of Control that causes payment to be due and payable is not a “change of control” as defined under Code Section 409A, such sum shall be paid to you at the time determined under Section 8(e).

 

5


(e) If payment is due and payable under the Standard Performance Terms, payment will be made in the calendar year after the end of the Performance Period; provided, however , that if you were given the opportunity to defer payment under an applicable deferred compensation plan offered by the Company or an Affiliate and chose to defer payment, then payment will be made at the time determined under that plan.

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 Affiliate 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 .

(a) For purposes of this Agreement, “Committee” includes any direct or indirect delegate of the Committee as defined in the Plan and (unless otherwise indicated) 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.

(b) 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.

(c) 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.

 

6


(d) The Committee may, in its discretion, settle your Performance Shares in the form of cash to the extent settlement in Shares is prohibited by law or would require you or the Company to obtain the approval of any governmental and/or regulatory body. The Committee may, in its discretion, require you at any time to immediately sell Shares you acquire under this Agreement, in which case, the Company shall have the authority to issue sales instructions in relation to such Shares on your behalf. 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 United States securities laws and any other applicable securities laws.

(e) 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. The Company’s grant of Performance Shares to you is not intended to be a public offering of securities outside the United States, and the Company has not submitted any registration statement, prospectus, or other securities filing with authorities outside the United States, except where required by law. Your Performance Shares have not been, and will not be, reviewed by or registered with any securities authorities outside the United States, including but not limited to the securities authorities of Argentina. In accordance with Circular 99 of 2001, from Chile’s Superintendence of Securities, the grant of the Performance Shares hereunder is not intended to be a public offering of securities in Chile but instead is intended to be a private placement. As this is a private placement in Chile, the Company has not submitted any registration statement, prospectus or other filings with the local securities authorities, and the Plan is not subject to the supervision of any securities authorities in Chile. This Agreement and all other materials pertaining to your Performance Shares have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to this offer. If you have any doubts about any of the contents of the materials pertaining to your Performance Shares, you should obtain independent professional investment advice.

(f) You agree to repatriate all payments under this Agreement or cash attributable to Shares you acquire under this Agreement to the extent required under any applicable legal requirements, such as foreign exchange rules and regulations in your country of residence or country of employment.

(g) Your Performance Shares are subject to the Company’s performance-based compensation recoupment policy in effect from time to time.

(h) Regardless of any action the Company or any Affiliate takes with respect to any or all tax withholding (including social insurance contributions and payment on account obligations, if any), you acknowledge that the ultimate liability for all such taxes is and remains your responsibility (or that of your beneficiary or estate) and that neither the Company nor any Affiliate makes any representations or undertakings regarding the treatment of any tax withholding in connection with any aspect of any of your Performance Shares, including the grant or payment on account of the Performance Shares, and that neither the Company nor any Affiliate commits to structure the terms of the grant of or any aspect of any Performance Shares to reduce or eliminate your (or you estate’s or any heir’s) liability for such tax. You agree to take any and all actions as may be required to comply with your personal tax obligations.

 

7


(i) If you are resident and/or employed in a country that is a member of the European Union, this Agreement is intended to comply with the provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Equal Treatment Rules”). To the extent that a court or tribunal of competent jurisdiction determines that any provision of this Agreement are invalid or unenforceable, in whole or in part, under the Equal Treatment Rules, the Committee, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.

(j) You agree that this Agreement and any other documents related to the Plan or your Performance Shares are to be presented to you in English, except where prohibited by law. If any such document is translated into a language other than English, the English version will control, to the extent permitted by applicable law.

(k) The collection, processing and transfer of your personal data (collectively “Data Handling”) is necessary for the Company’s administration of the Plan, this Agreement and your Performance Shares, and such Data Handling shall be done consistent with applicable law, the data privacy consents, if any, signed by you, the terms of your employment contract (if any) and/or your local company’s governing policies with respect to data privacy.

(l) In accepting this Agreement, you acknowledge, to the extent allowed by law, that:

(1) the Plan and this Agreement are each established voluntarily by the Company, and that each is discretionary in nature and may be modified, suspended or terminated at any time, as provided in the Plan and this Agreement, respectively, and such change or the end of your participation in the Plan shall not constitute a change or impairment of the terms and conditions of your employment or give rise to any liability to you;

(2) the grant of your Performance Shares is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Shares, or benefits in lieu of Performance Shares, even if Performance Shares have been granted repeatedly in the past;

(3) all decisions with respect to future Performance Share grants, if any, will be at the discretion of the Committee, including, but not limited to, the timing of any grants, the number of Performance Shares and vesting provisions;

(4) your participation in the Plan is voluntary;

(5) the Performance Shares are an extraordinary item which is outside the terms and conditions of your employment and the scope of your employment contract, if any;

(6) the Performance Shares are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;

(7) the Performance Share grant will not be interpreted to form an employment contract or relationship with any Affiliate or the Company, and you are not an employee of the Company;

 

8


(8) the future Closing Price of Shares is unknown and cannot be predicted with certainty;

(9) to the fullest extent permitted by law, no claim or entitlement to compensation or damages arises from termination of the Performance Shares or diminution in value of the Performance Shares and you irrevocably release the Company and each Affiliate from any such claim that may arise;

(10) in the event of the termination of your employment, neither your eligibility, nor any right to receive Performance Shares, nor any period within which payment may be made on account of your Performance Shares, if any, will be extended beyond the period specified under this Agreement by any notice period mandated under law ( e.g. , active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of the termination of your employment, your right to payment on account of your Performance Shares, if any, will not be extended by any notice period mandated under law; and

(11) you have been granted Performance Shares as a consequence of the commercial relationship between the Company and the Affiliate that employs you, and the Affiliate that employs you is your sole employer.

(m) The Company may impose other requirements as a condition of your Performance Shares, to the extent the Committee determines, in its discretion, that such other requirements are necessary or advisable in order to comply with law or facilitate the operation or administration of this Agreement, your Performance Shares, or the Plan. To the extent the Company determines in its discretion that you are required to execute any document or undertaking for this purpose, you agree to do so.

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 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. Post-Employment Terms Applicable to Insiders .

(a) The terms of this Section 14 shall apply if you are an Insider at any time during the Performance Period, notwithstanding any other terms of this Agreement, other than Section 3, to the contrary. If a Change of Control occurs prior to the finding described in Section 14(b), any applicable terms of Section 3 will supersede the terms of this Section 14.

(b) If the Committee reasonably finds that, at any time during the Performance Period, whether during your employment with the Company and its Affiliates or thereafter, you directly or indirectly owned any interest in, managed, controlled, participated in, consulted with, or rendered services, as an officer, director, employee, partner, member, consultant, independent contractor or agent, to any person or entities currently engaged in business activities which compete (or will compete based on the anticipated plans of the Company at the time of your

 

9


employment termination) with the business of MetLife in the United States, United Arab Emirates, Hong Kong (Special Administrative Region of the People’s Republic of China), Argentina, United Kingdom and/or in any other country in which MetLife conducts business or has plans to conduct business during your employment or as of the date your employment terminated, then, to the maximum extent permissible by law:

(1) your Performance Shares will be immediately forfeit; and

(2) to the extent that Section 2(f) applies to you, you will forfeit any right to any payment under Section 2(f), or the terms of your separation agreement pursuant to Section 2(f), not yet paid to you.

(c) Notwithstanding the terms of Section 11 to the contrary, this Section 14 will be construed in accordance with and governed by the laws of the State of New York, regardless of the law that might be applied under principles of conflict of laws.

15. Agreement to Protect Corporate Property . If you have not previously executed an Agreement to Protect Corporate Property that is acceptable to the Company (“Property Agreement”), the grant of your Performance Shares is subject to your execution of the Property Agreement provided to you by the Company with respect to this Agreement. If you do not return a signed copy of the Property Agreement then 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, MetLife, Inc. has caused this agreement to be offered to you, and you have accepted this Agreement by the electronic means made available to you.

 

10


Performance Factor Appendix 1

to Performance Share Agreement

 

Operating Return on Equity Performance Factor Guidelines

 
       Below
Threshold
   Threshold    

Between Threshold and
Target

   Target    

Between Target and
Maximum

   Maximum     Above
Maximum
 

Performance Result

   0% - 79%      80   81% - 99%      100   101% - 119%      120     121 % + 

Performance Factor

   0%      25   For each 1% the performance result is above 80%, add 3.75% to the threshold performance factor of 25%.      100   For each 1% the performance result is above 100%, add 3.75% to the target performance factor of 100%.      175     175

 

Guideline Examples

 

Performance Result

   Performance
Factor
 

79%

     0

80%

     25

85%

     43.75

90%

     62.50

95%

     81.25

100%

     100

110%

     137.50

115%

     156.25

120%

     175

125%

     175

 

11


Performance Factor Appendix 2

to Performance Share Agreement

 

Total Shareholder Return Peer Companies

Aegon NV

   Legal & General Group

Aflac Inc.

   Lincoln National Corp.

AIA Group

   Manulife Financial Corp.

Allianz SE

   Ping An Insurance Group

Allstate Corp

   Principal Financial Grp Inc.

American International Group

   Prudential Financial Inc.

Assicurazioni Generali SPA

   Prudential PLC

Aviva PLC

   Travelers Cos. Inc.

AXA

   Unum Group

Dai-Ichi Life Insurance Co. Ltd.

   Zurich Financial Services

Hartford Financial Services

  

 

Total Shareholder Return Performance Factor Guidelines

     Below
Threshold
  Threshold    

Between Threshold and
Target

   Target    

Between Target and
Maximum

   Maximum     Above
Maximum

Performance Result

   0 - 24th
%tile
   
 
25th
%tile
  
  
 

26th - 49th

%tile

    
 
50th
%tile
  
  
 

51st - 87.4th

%tile

    
 
87.5th
%tile
  
  
  87.6th - 99th
%tile

Performance Factor

   0%     25   For each %tile the performance result is above the 25th %tile, add 3% to the threshold performance factor of 25%.      100   For each %tile the performance result is above the 50th %tile, add 2% to the target performance factor of 100%.      175   175%

 

Guideline Examples

 

Performance Result

   Performance
Factor
 

24th %tile

     0

25th %tile

     25

30th %tile

     40

40th %tile

     70

50th %tile

     100

60th %tile

     120

70th %tile

     140

80th %tile

     160

87.5th %tile

     175

99th %tile

     175

Exhibit 10.2

PERFORMANCE UNIT AGREEMENT

[Global Affiliate] (the “Global Affiliate”) confirms that, on [grant date ] (the “Grant Date”), you [name] were granted [number] Performance Units (your “Performance Units”), and approves and ratifies such grant. Your Performance Units are subject to the terms and conditions of this Performance Unit Agreement (this “Agreement”) and the MetLife, Inc. 2015 Stock and Incentive Compensation Plan (the “Plan”). Any payment due under this Agreement may be made by any one or more Affiliates (the “Paying Affiliate”).

1. Standard Performance Terms .

(a) The terms of this Section 1 shall be referred to as the “Standard Performance Terms” and will apply to your Performance Units except in so far as Sections 2, 3, or 14 apply.

(b) The Performance Period for your Performance Units will begin on January 1, [year] and end on the December 31 immediately preceding the third anniversary of the beginning of the Performance Period. After the conclusion of the Performance Period, the Committee shall certify in writing the number of Performance Units payable in accordance with this Section 1 (your “Final Performance Units”), and your Final Performance Units will be due and payable in cash equal to the Closing Price on the date the Committee determines your Final Performance Units. Your Final Performance Units will be due and payable at the time specified in Section 8.

(c) If the Committee determines in writing that the Company met one or more of the Section 162(m) Goals, then you will be eligible for a payment of up to 175% of your Performance Units. Notwithstanding any other terms of this Agreement, your payment may not exceed this amount. The “Section 162(m) Goals” shall be the following:

(1) Positive Company Adjusted Income for the Performance Period.

(2) Positive Company Adjusted Income for the third calendar year of the Performance Period.

(3) Positive Company Total Shareholder Return for the Performance Period.

(4) Positive Company Total Shareholder Return for the third calendar year of the Performance Period.

(5) For purposes of this Section 1(c), the following definitions shall apply:

(a) “Adjusted Income” means income from continuing operations before provision for income tax, excluding net investment gains (losses) (determined in accordance with Section 3(a) of Article 7.04 of SEC Regulation S-X), which includes total net investment gains (losses) and net derivatives gains (losses).

(b) “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 on a reinvested basis during the applicable period. “Initial Closing Price” means the average Closing Price for the twenty (20) trading days prior to the first day of the applicable period. “Final Closing Price” means the average Closing Price for the twenty (20) trading days prior to and including the final day of the applicable period.


(d) If, under Section 1(c), you are eligible for a payment, the Committee will determine your Final Performance Units by multiplying your Performance Units by the “Final Performance Factor.” The Final Performance Factor means a percentage (from zero to 175%) determined by the Committee in its discretion. In exercising its discretion, the Committee may consider the average of two performance factors (each from zero to 175%), described in (1) and (2) below, subject to the cap determined by (3) below, if applicable, or such other considerations as it finds appropriate.

(1) The first performance factor will be based on the Company’s annual performance during the Performance Period with respect to Operating Return on Equity compared to its three-year business plan, as determined by the Committee in its discretion. In exercising its discretion, the Committee may refer to the guidelines in Performance Factor Appendix 1 to this Agreement, or such other considerations as it finds appropriate.

(2) The second performance factor will be based on the Company’s performance with respect to Total Shareholder Return during the Performance Period compared to the Company’s peer companies, as determined by the Committee in its discretion. In exercising its discretion, the Committee may refer to the list of peer companies and guidelines in Performance Factor Appendix 2 to this Agreement, or such other considerations as it finds appropriate.

(3) In determining the Final Performance Factor in its discretion, the Committee may consider whether the Company’s Total Shareholder Return for the Performance Period is zero or less, and if so may, in its discretion, choose to set the Final Performance Factor at the lesser of (a) the average of the percentages determined under Sections 1(d)(1) and (2); or (b) 100%.

2. Change of Status . The terms of this Section 2 describe how various events during the Performance Period affect your Performance Units, subject to Section 14. For purposes of this Section 2, your transfer between the Company and an Affiliate, or among Affiliates, will not be a termination of employment, but any other termination of employment with the Company or any of its Affiliates (including the end of your employer’s status as an Affiliate) will be a termination of employment. The terms of this Section 2 shall apply as provided, except as otherwise determined by the Committee.

(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, or under another plan or arrangement designated for this purpose by the Committee, then (subject to Section 2(g)) the Standard Performance Terms will continue to apply to your Performance Units. Once this Section 2(a) applies, then none of Sections 2(b), (c) or (f) will apply to your Performance Units, even if you subsequently return to active service.

(b) Death . In the event that your employment with the Company or an Affiliate terminates due to your death, your Performance Units (without multiplication by any Final Performance Factor) will be due and payable in cash at a value equal to the Closing Price on the date of your death. Any payment will be made at the time specified in Section 8.

 

2


(c) Post-Employment Award Continuation .

(1) If your employment with the Company or an Affiliate terminates (other than for Cause) on or after your Rule of 65 Date, then (subject to Section 2(g)), the Standard Performance Terms will continue to apply to your Performance Units; provided that , if the Committee finds that, any time before your Final Performance Units are paid to you, you have made statements that damage, disparage, or otherwise diminish the reputation or business of the Company. any of its Affiliates, or of any their respective employees, officers, directors, products, or services, with the exception of truthful statements that are compelled by law or otherwise authorized pursuant to legal or administrative processes, your Performance Units shall be forfeited.

(2) For this purpose:

(a) the “Rule of 65 Date” means the date that the sum of your total completed years of age plus total Service is equal to or greater than sixty-five (65), so long as your Service is equal to or greater than five (5); and

(b) “Service” means the aggregate number of completed years of employment with the Company and its Affiliates (solely during your employer’s status as an Affiliate), as conclusively determined by the Company without regard to any later determinations or findings regarding your employment status by any third party.

(d) Reserved .

(e) Termination for Cause . In the event that your employment with the Company or an Affiliate terminates for Cause, your Performance Units will be forfeited immediately.

(f) Other Termination of Employment . If none of Sections 2(a) through (e) applies, your Performance Units will be forfeited immediately upon your termination of employment, unless you are offered a separation agreement by the Company or an Affiliate under a severance program. To the extent your separation agreement becomes final by March 15 of the calendar year after the separation agreement is offered to you, your Prorated Performance Units will be due and payable to you. Any payment will be made at the time specified in Section 8. The number of your “Prorated Performance Units” will be determined by dividing the number of calendar months in the Performance Period that have ended as of the end of the month of the termination of your employment by thirty-six (36), multiplying the result by the number of your Performance Units, and rounding to the nearest whole number, and, if you were an Insider at any time during the Performance Period, further multiplying the result by the lesser of 100% or the Performance Factor; provided, however , that if the date of the termination of your employment is prior to the first anniversary of the beginning of the Performance Period, then the number of your Prorated Performance Units shall be zero (0). Payment for each of your Prorated Performance Units will be made in cash at a value equal to the Closing Price on the Grant Date, and shall be rounded to the nearest one-hundred U.S. dollars (U.S.$100.00); provided, however , that if you were an Insider at any time during the Performance Period, payment for each of your Prorated Performance Units will be made in cash at a value equal to the lesser of the Closing Price on the Grant Date or the Closing Price on the date the Committee determines the Performance Factor, and shall be rounded to the nearest one-hundred U.S. dollars (U.S.$100.00). If your separation agreement does not become final, your Performance Units will be forfeited.

 

3


(g) Forfeiture Under Conditions Potentially Covered by Code Section 457A.

(1) Unless the Committee determines otherwise, this Section 12(g) will apply to the extent that:

(a) Sections 2(a) or (c) apply to your Performance Units, or Section 2(f) applies to your Performance Units and you were an Insider at any time during the Performance Period;

(b) the Company determines that you provided services to the Company or an Affiliate through an entity that would be deemed to be a “nonqualified entity” under Code Section 457A for any portion of the Performance Period (such period, the “457A Period”); and

(c) the Company determines that Code Section 457A potentially applies to your Performance Units.

(2) To the extent that this Section 12(g) applies to your Performance Units:

(a) the pro rata portion of your Performance Units represented by the 457A Period as a portion of the Performance Period (the “457A Portion”) will be forfeited upon your termination of employment, unless the Company or an Affiliate offers you the opportunity to certify that you were not, during any portion of the Performance Period, subject to income tax by the United States of America (the “United States”) and you so certify; and

(b) your Performance Units, other than the 457A Portion, will be subject to Sections 2(a), (c), or (f) as otherwise applicable.

3. Change of Control .

(a) The terms of this Section 3 describe how a Change of Control during the Performance Period will affect your Performance Units. If a Change of Control occurs prior to any of the events described in Section 2, or subsequent to the events described in Section 2(a) or (c), this Section 3 will supersede the terms of Section 2. If any of the events described in Section 2(b), (e), or (f) occurs prior to a Change of Control, the terms of Section 2(b), (e), or (f) will supersede the terms of this Section 3.

(b) Except as provided in Section 3(c), and unless otherwise prohibited under law or by applicable rules of a national security exchange, if a Change of Control occurs, your Performance Units will be due and payable in the form of cash equal to the number of your Performance Units multiplied by the Change of Control Price. Any payment will be made at the time specified in Section 8. The terms of Section 2(g), except for Section 2(g)(2)(b), shall apply to such a payment, provided, however, that the Company or an Affiliate shall offer you the opportunity to certify as described in Section 2(g)(2)(a).

(c) The terms of Section 3(b) will not apply to your Performance Units 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 Units pursuant to Section 15.2 of the Plan. Any such Alternative Award shall not accelerate the timing of payment or otherwise violate Code Section 409A and shall substantially replicate the terms of Section 2(g), except for Section 2(g)(2)(b), provided, however, that the Company or an Affiliate shall be required to offer you the opportunity to certify as described in Section 2(g)(2)(a).

 

4


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 Units, and all rights with respect to your Performance Units are exercisable during your lifetime only by you.

5. Estate . Benefits remaining unpaid at your death will be paid to your estate, except as otherwise required by law.

6. Tax Withholding . The Company or an Affiliate may withhold amounts it determines are necessary to satisfy tax withhold responsibilities by withholding amounts from payment made under this Agreement, or from other payments due to you to the extent permissible under law, an amount sufficient to satisfy the minimum statutory United States, state, local or other applicable tax withholding requirements.

7. Adjustments . The Committee will make appropriate adjustments in the terms and conditions of your Performance Units as provided in Section 4.2 of the Plan, and may make adjustments in the terms and conditions of your Performance Units as provided in Section 16.2 of the Plan. The Committee’s determinations in this regard will be conclusive.

8. Timing of Payment .

(a) This Agreement is intended to comply with Code Section 409A and shall be interpreted accordingly.

(b) If payment is due and payable under Section 2(b), it will be made upon your death.

(c) If payment is due and payable under Section 2(f), it will be made six (6) months after the termination of your employment (or six (6) months after your “separation from service” under Code Section 409A, if that is a different date); provided, however , that if you were an Insider at any time during the Performance Period, payment will be made in the calendar year after the end of the Performance Period but in no event earlier than six (6) months after the termination of your employment (or six months after your “separation from service” under Code Section 409A, if that is a different date).

(d) If payment is due and payable under Section 3(b), and the Change of Control that causes payment to be due and payable is a “change of control” as defined under Code Section 409A, such sum shall be paid to you within thirty (30) days of the Change of Control. If payment is due and payable under Section 3(b), and the Change of Control that causes payment to be due and payable is not a “change of control” as defined under Code Section 409A, such sum shall be paid to you at the time determined under Section 8(e).

(e) If payment is due and payable under the Standard Performance Terms, payment will be made in the calendar year after the end of the Performance Period; provided, however , that if you were given the opportunity to defer payment under an applicable deferred compensation plan offered by the Company or an Affiliate and chose to defer payment, then payment will be made at the time determined under that plan.

 

5


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 Units.

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 Affiliate 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 .

(a) For purposes of this Agreement, “Committee” includes any direct or indirect delegate of the Committee as defined in the Plan and (unless otherwise indicated) 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.

(b) 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 Units. No promises, terms, or agreements of any kind regarding your Performance Units 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.

(c) Your Performance Units are not Shares and do not give you the rights of a holder of Shares. You will not be credited with additional Performance Units on account of any dividend paid on Shares.

(d) The Committee may, in its discretion, settle your Performance Units in the form of Shares. To the extent the Committee does so, the Committee may, in its discretion, require you at any time to immediately sell Shares you acquire under this Agreement, in which case, the Company shall have the authority to issue sales instructions in relation to such Shares on your behalf. 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 United States securities laws and any other applicable securities laws.

 

6


(e) Payment pursuant to your Performance Units 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. The grant of Performance Units to you is not intended to be a public offering of securities outside the United States, and the Company has not submitted any registration statement, prospectus, or other securities filing with authorities outside the United States, except where required by law. Your Performance Units have not been, and will not be, reviewed by or registered with any securities authorities outside the United States, including but not limited to the securities authorities of Argentina. To the extent applicable, in accordance with Circular 99 of 2001, from Chile’s Superintendence of Securities, the grant of the Performance Units hereunder is not intended to be a public offering of securities in Chile but instead is intended to be a private placement. To the extent this is a private placement in Chile, the Company has not submitted any registration statement, prospectus or other filings with the local securities authorities, and the Plan is not subject to the supervision of any securities authorities in Chile. This Agreement and all other materials pertaining to your Performance Units have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to this offer. If you have any doubts about any of the contents of the materials pertaining to your Performance Units, you should obtain independent professional investment advice.

(f) You agree to repatriate all payments under this Agreement (or, to the extent that your Performance Units are settled in Shares, cash attributable to Shares you acquire under this Agreement) to the extent required under any applicable legal requirements, such as foreign exchange rules and regulations in your country of residence or country of employment.

(g) Your Performance Units are subject to the Company’s performance-based compensation recoupment policy in effect from time to time.

(h) Regardless of any action the Company or any Affiliate takes with respect to any or all tax withholding (including social insurance contributions and payment on account obligations, if any), you acknowledge that the ultimate liability for all such taxes is and remains your responsibility (or that of your beneficiary or estate) and that neither the Company nor any Affiliate makes any representations or undertakings regarding the treatment of any tax withholding in connection with any aspect of any of your Performance Units, including the grant or payment on account of the Performance Units, and that neither the Company nor any Affiliate commits to structure the terms of the grant of or any aspect of any Performance Units to reduce or eliminate your (or you estate’s or any heir’s) liability for such tax. You agree to take any and all actions as may be required to comply with your personal tax obligations.

(i) If you are resident and/or employed in a country that is a member of the European Union, this Agreement is intended to comply with the provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Equal Treatment Rules”). To the extent that a court or tribunal of competent jurisdiction determines that any provision of this Agreement are invalid or unenforceable, in whole or in part, under the Equal Treatment Rules, the Committee, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.

 

7


(j) You agree that this Agreement and any other documents related to the Plan or your Performance Units are to be presented to you in English, except where prohibited by law. If any such document is translated into a language other than English, the English version will control, to the extent permitted by applicable law.

(k) The collection, processing and transfer of your personal data (collectively “Data Handling”) is necessary for the Company’s administration of the Plan, this Agreement and your Performance Units, and such Data Handling shall be done consistent with applicable law, the data privacy consents, if any, signed by you, the terms of your employment contract (if any) and/or your local company’s governing policies with respect to data privacy.

(l) In accepting this Agreement, you acknowledge, to the extent allowed by law, that:

(1) the Plan and this Agreement are each established voluntarily by the Company and its Affiliates, and that each is discretionary in nature and may be modified, suspended or terminated at any time, as provided in the Plan and this Agreement, respectively, and such change or the end of your participation in the Plan shall not constitute a change or impairment of the terms and conditions of your employment or give rise to any liability to you;

(2) the grant of your Performance Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Units, or benefits in lieu of Performance Units, even if Performance Units have been granted repeatedly in the past;

(3) all decisions with respect to future Performance Unit grants, if any, will be at the discretion of the Committee, including, but not limited to, the timing of any grants, the number of Performance Units and vesting provisions;

(4) your participation in the Plan is voluntary;

(5) the Performance Units are an extraordinary item which is outside the terms and conditions of your employment and the scope of your employment contract, if any;

(6) the Performance Units are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;

(7) the Performance Units grant will not be interpreted to form an employment contract or relationship with any Affiliate or the Company, and you are not an employee of the Company;

(8) the future Closing Price of Shares is unknown and cannot be predicted with certainty;

(9) to the fullest extent permitted by law, no claim or entitlement to compensation or damages arises from termination of the Performance Units or diminution in value of the Performance Units and you irrevocably release the Company and each Affiliate from any such claim that may arise;

 

8


(10) in the event of the termination of your employment, neither your eligibility, nor any right to receive Performance Units, nor any period within which payment may be made on account of your Performance Units, if any, will be extended beyond the period specified under this Agreement by any notice period mandated under law ( e.g. , active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of the termination of your employment, your right to payment on account of your Performance Units, if any, will not be extended by any notice period mandated under law; and

(11) you have been granted Performance Units as a consequence of the commercial relationship between the Company and the Affiliate that employs you, and the Affiliate that employs you is your sole employer.

(m) The Company may impose other requirements as a condition of your Performance Units, to the extent the Committee determines, in its discretion, that such other requirements are necessary or advisable in order to comply with law or facilitate the operation or administration of this Agreement, your Performance Units, or the Plan. To the extent the Company determines in its discretion that you are required to execute any document or undertaking for this purpose, you agree to do so.

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 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. Post-Employment Terms Applicable to Insiders .

(a) The terms of this Section 14 shall apply if you are an Insider at any time during the Performance Period, notwithstanding any other terms of this Agreement, other than Section 3, to the contrary. If a Change of Control occurs prior to the finding described in Section 14(b), any applicable terms of Section 3 will supersede the terms of this Section 14.

(b) If the Committee reasonably finds that, at any time during the Performance Period, whether during your employment with the Company and its Affiliates or thereafter, you directly or indirectly owned any interest in, managed, controlled, participated in, consulted with, or rendered services, as an officer, director, employee, partner, member, consultant, independent contractor or agent, to any person or entities currently engaged in business activities which compete (or will compete based on the anticipated plans of the Company at the time of your employment termination) with the business of MetLife in the United States, United Arab Emirates, Hong Kong (Special Administrative Region of the People’s Republic of China), Argentina, United Kingdom and/or in any other country in which MetLife conducts business or has plans to conduct business during your employment or as of the date your employment terminated, then, to the maximum extent permissible by law:

(1) your Performance Units will be immediately forfeit; and

 

9


(2) to the extent that Section 2(f) applies to you, you will forfeit any right to any payment under Section 2(f), or the terms of your separation agreement pursuant to Section 2(f), not yet paid to you.

(c) Notwithstanding the terms of Section 11 to the contrary, this Section 14 will be construed in accordance with and governed by the laws of the State of New York, regardless of the law that might be applied under principles of conflict of laws.

15. Additional Terms .

(a) You acknowledge that, subject to the terms of Section 15(d) of this Agreement, the obligation to make each payment due under this Agreement, if any, shall be the obligation of the Global Affiliate. The obligation to make payments under this Agreement shall be unfunded and unsecured. In no event shall the Company be obligated to make payments due under this Agreement. The Global Affiliate and you agree and acknowledge that, to the extent consistent with applicable law, neither the Performance Units, this Agreement, the Plan nor any rights, obligations, terms and conditions set forth therein or in connection therewith, constitute securities, negotiable instruments, or derivatives instruments or transactions.

(b) Payments pursuant to Section 3, which describe how a Change of Control during the Performance Period will affect your Performance Units, will be made in your then-current payroll currency (or another currency of your choosing) at a reasonable U.S. currency exchange rate chosen in good faith by the Committee or the Paying Affiliate. Otherwise, any payment due to you will be made in your then-current payroll currency (or other currency of the Committee’s or Paying Affiliate’s choosing) at a United States currency exchange rate determined by the Committee or the Paying Affiliate in the discretion of the Committee or the Paying Affiliate.

(c) To the extent any separate or additional consideration is necessary under applicable law to effectuate the parties’ intentions to be bound by the terms of this Agreement, you agree to pay US$1.00 (One Dollar 00/100 currency of the United States) to the Global Affiliate, which shall not be refundable to you.

(d) Notwithstanding anything in this Agreement to the contrary, the Committee may, at any time prior to payment for your Performance Units, in its sole discretion, find that the Company or an Affiliate has made an award to you intended to substitute for the Performance Units (including but not limited to a contingent right to acquire Shares), and that such substitute award is subject to such material terms and conditions that are no less favorable than the material terms and conditions governing your Performance Units and that provide for the same timing for payment as apply to your Performance Units. Upon such a finding, the Committee may, in its sole discretion, cancel your Performance Units in light of that substitute award without additional compensation to you.

IN WITNESS WHEREOF, the Global Affiliate has caused this agreement to be offered to you, and you have accepted this Agreement by the electronic means made available to you.

 

10


Performance Factor Appendix 1

to Performance Unit Agreement

 

Operating Return on Equity Performance Factor Guidelines

 
     Below
Threshold
   Threshold    

Between Threshold and
Target

   Target    

Between Target and
Maximum

   Maximum     Above
Maximum
 

Performance Result

   0% - 79%      80   81% - 99%      100   101% - 119%      120     121 % + 

Performance Factor

   0%      25   For each 1% the performance result is above 80%, add 3.75% to the threshold performance factor of 25%.      100   For each 1% the performance result is above 100%, add 3.75% to the target performance factor of 100%.      175     175

 

Guideline Examples

 

Performance Result

   Performance
Factor
 

79%

     0

80%

     25

85%

     43.75

90%

     62.50

95%

     81.25

100%

     100

110%

     137.50

115%

     156.25

120%

     175

125%

     175

 

11


Performance Factor Appendix 2

to Performance Unit Agreement

 

Total Shareholder Return Peer Companies

Aegon NV

   Legal & General Group

Aflac Inc.

   Lincoln National Corp.

AIA Group

   Manulife Financial Corp.

Allianz SE

   Ping An Insurance Group

Allstate Corp

   Principal Financial Grp Inc.

American International Group

   Prudential Financial Inc.

Assicurazioni Generali SPA

   Prudential PLC

Aviva PLC

   Travelers Cos. Inc.

AXA

   Unum Group

Dai-Ichi Life Insurance Co. Ltd.

   Zurich Financial Services

Hartford Financial Services

  

 

Total Shareholder Return Performance Factor Guidelines

     Below
Threshold
  Threshold    

Between Threshold and
Target

   Target    

Between Target and
Maximum

   Maximum     Above
Maximum

Performance Result

   0 - 24th

%tile

   

 

25th

%tile

  

  

 

26th - 49th

%tile

    

 

50th

%tile

  

  

 

51st - 87.4th

%tile

    

 

87.5th

%tile

  

  

  87.6th - 99th

%tile

Performance Factor

   0%     25   For each %tile the performance result is above the 25th %tile, add 3% to the threshold performance factor of 25%.      100   For each %tile the performance result is above the 50th %tile, add 2% to the target performance factor of 100%.      175   175%

 

Guideline Examples

 

Performance Result

   Performance
Factor
 

24th %tile

     0

25th %tile

     25

30th %tile

     40

40th %tile

     70

50th %tile

     100

60th %tile

     120

70th %tile

     140

80th %tile

     160

87.5th %tile

     175

99th %tile

     175

Exhibit 10.3

RESTRICTED STOCK UNIT AGREEMENT

(Ratable Period of Restriction Ends in Thirds; Code 162(m) Goals)

MetLife, Inc. confirms that, on [grant date] (the “Grant Date”), it granted you, [name] , [number] Restricted Stock Units. Your Restricted Stock Units are subject to the terms and conditions of this Restricted Stock Unit Agreement (this “Agreement”) and the MetLife, Inc. 2015 Stock and Incentive Compensation Plan (the “Plan”).

1. Standard Settlement Terms .

(a) The terms of this Section 1 shall be referred to as the “Standard Settlement Terms” and will apply to your Restricted Stock Units except in so far as Sections 2, 3, or 14 apply. If Shares are paid to you, you will receive evidence of ownership of those Shares.

(b) The Period of Restriction for your Restricted Stock Units will end in stages on the first three anniversaries of the Grant Date. Each portion of your Restricted Stock Units subject to a different Period of Restriction shall be referred to as a “Unit Tranche” and during its Period of Restriction as an Outstanding Unit Tranche.” The Period of Restriction for one-third (1/3) of your Restricted Stock Units (rounding down to the nearest whole number of Restricted Stock Units, the “First Unit Tranche”) will begin on the Grant Date and end on the first anniversary of the Grant Date. The Period of Restriction for one-third (1/3) of your Restricted Stock Units (rounding down to the nearest whole number of Restricted Stock Units, the “Second Unit Tranche”) will begin on the Grant Date and end the second anniversary of the Grant Date. The Period of Restriction for each of your Restricted Stock Units not included in either the First or the Second Unit Tranches (the “Third Unit Tranche”) will begin on the Grant Date and end the third anniversary of the Grant Date.

(c) Each Unit Tranche will be due and payable in the form of Shares after the conclusion of the Period of Restriction applicable to that Unit Tranche, at the time specified in Section 8, only if the Committee determines in writing that the Company met one or more of the Section 162(m) Goals for the calendar year immediately preceding the end of that Period of Restriction. The “Section 162(m) Goals” shall be the following:

(1) Positive Company Adjusted Income for the calendar year immediately preceding the end of the Period of Restriction.

(2) Positive Company Total Shareholder Return for the calendar year immediately preceding the end of the Period of Restriction.

(3) For purposes of this Section 1(c), the following definitions shall apply:

(a) “Adjusted Income” means income from continuing operations before provision for income tax, excluding net investment gains (losses) (determined in accordance with Section 3(a) of Article 7.04 of SEC Regulation S-X), which includes total net investment gains (losses) and net derivatives gains (losses).

(b) “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 on a reinvested basis during the applicable period. “Initial Closing Price” means the average Closing


Price for the twenty (20) trading days prior to the first day of the applicable period. “Final Closing Price” means the average Closing Price for the twenty (20) trading days prior to and including the final day of the applicable period.

2. Change of Status . The terms of this Section 2 describe how various events affect a Unit Tranche during its Period of Restriction, subject to Section 14. For purposes of this Section 2, your transfer between the Company and an Affiliate, or among Affiliates, will not be a termination of employment, but any other termination of employment with the Company or any of its Affiliates (including the end of your employer’s status as an Affiliate) will be a termination of employment. The terms of this Section 2 shall apply as provided, except as otherwise determined by the Committee.

(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, or under another plan or arrangement designated for this purpose by the Committee, then (subject to Section 2(g)) the Standard Settlement Terms will continue to apply to your Outstanding Unit Tranches. Once this Section 2(a) applies, then none of Sections 2(b), (c) or (f) will apply to your Outstanding Unit Tranches, even if you subsequently return to active service.

(b) Death . In the event that your employment with the Company or an Affiliate terminates due to your death, each of your Outstanding Unit Tranches will be due and payable in the form of Shares (or cash at a value equal to the Closing Price on the date of your death, if so determined by the Committee). Any payment will be made at the time specified in Section 8.

(c) Post-Employment Award Continuation .

(1) If your employment with the Company or an Affiliate terminates (other than for Cause) on or after your Rule of 65 Date, then (subject to Section 2(g)), the Standard Settlement Terms will continue to apply to your Outstanding Unit Tranches; provided that , if the Committee finds that, any time before an Outstanding Unit Tranche is paid to you, you have made statements that damage, disparage, or otherwise diminish the reputation or business of the Company. any of its Affiliates, or of any their respective employees, officers, directors, products, or services, with the exception of truthful statements that are compelled by law or otherwise authorized pursuant to legal or administrative processes, your Outstanding Unit Tranches shall be forfeited.

(2) For this purpose:

(a) the “Rule of 65 Date” means the date that the sum of your total completed years of age plus total Service is equal to or greater than sixty-five (65), so long as your Service is equal to or greater than five (5); and

(b) “Service” means the aggregate number of completed years of employment with the Company and its Affiliates (solely during your employer’s status as an Affiliate), as conclusively determined by the Company without regard to any later determinations or findings regarding your employment status by any third party.

(d) Reserved .

 

2


(e) Termination for Cause . In the event that your employment with the Company or an Affiliate terminates for Cause, your Outstanding Unit Tranches will be forfeited immediately.

(f) Other Termination of Employment . If none of Sections 2(a) through (e) applies, each of your Outstanding Unit Tranches will be forfeited immediately upon your termination of employment.

(g) Forfeiture Under Conditions Potentially Covered by Code Section 457A.

(1) Unless the Committee determines otherwise, this Section 12(g) will apply to the extent that:

(a) Sections 2(a) or (c) apply to your Outstanding Unit Tranches;

(b) the Company determines that you provided services to the Company or an Affiliate through an entity that would be deemed to be a “nonqualified entity” under Code Section 457A for any portion of the Period of Restriction for any Unit Tranche (such period, the “457A Period”); and

(c) the Company determines that Code Section 457A potentially applies to your Outstanding Unit Tranches.

(2) To the extent that this Section 12(g) applies to your Outstanding Unit Tranches:

(a) the pro rata portion of that Unit Tranche represented by the 457A Period as a portion of the period from the Grant Date to the end of the Period of Restriction for any Unit Tranche (the “457A Portion”) will be forfeited upon your termination of employment, unless the Company or an Affiliate offers you the opportunity to certify that you were not, during any portion of the Period of Restriction, subject to income tax by the United States of America (the “United States”) and you so certify; and

(b) that Unit Tranche, other than the 457A Portion, will be subject to Sections 2(a) or (c) as otherwise applicable.

3. Change of Control .

(a) The terms of this Section 3 describe how a Change of Control will affect an Outstanding Unit Tranche during its Period of Restriction. If a Change of Control occurs prior to any of the events described in Section 2, or subsequent to the events described in Section 2(a) or (c), this Section 3 will supersede the terms of Section 2. If any of the events described in Section 2(b), (e), or (f) occurs prior to a Change of Control, the terms of Section 2(b), (e), or (f) will supersede the terms of this Section 3.

(b) Except as provided in Section 3(c), and unless otherwise prohibited under law or by applicable rules of a national security exchange, if a Change of Control occurs, your Outstanding Unit Tranches will be due and payable in the form of cash equal to the number of your Outstanding Unit Tranches multiplied by the Change of Control Price. Any payment will be made at the time specified in Section 8. The terms of Section 2(g), except for Section 2(g)(2)(b), shall apply to such a payment, provided, however, that the Company or an Affiliate shall offer you the opportunity to certify as described in Section 2(g)(2)(a).

 

3


(c) The terms of Section 3(b) will not apply to your Outstanding Unit Tranches if the Committee reasonably determines in good faith, prior to the Change of Control, that you have been granted an Alternative Award for your Outstanding Unit Tranches pursuant to Section 15.2 of the Plan. Any such Alternative Award shall not accelerate the timing of payment or otherwise violate Code Section 409A, and shall substantially replicate the terms of Section 2(g), except for Section 2(g)(2)(b), provided, however, that the Company or an Affiliate shall be required to offer you the opportunity to certify as described in Section 2(g)(2)(a).

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 Restricted Stock Units, and all rights with respect to your Restricted Stock Units are exercisable during your lifetime only by you.

5. Beneficiary Designation . To the extent permitted by the Committee, you may name one or more beneficiary or beneficiaries 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 or an Affiliate may withhold amounts it determines are necessary to satisfy tax withhold responsibilities by withholding amounts from payment made under this Agreement, or from other payments due to you to the extent permissible under law, an amount sufficient to satisfy the minimum statutory United States, state, local or other applicable tax withholding requirements. The Company will defer payment of cash or the issuance of Shares until this requirement is satisfied. The Company may satisfy this requirement by withholding Shares otherwise issuable based on a value per Share determined by the Company in its discretion.

7. Adjustments . The Committee will make appropriate adjustments in the terms and conditions of your Restricted Stock Units as provided in Section 4.2 of the Plan, and may make adjustments in the terms and conditions of your Restricted Stock Units as provided in Section 16.2 of the Plan. The Committee’s determinations in this regard will be conclusive.

8. Timing of Payment .

(a) To the extent applicable, this Agreement is intended to comply with Code Section 409A and shall be interpreted accordingly.

(b) If payment is due and payable under Section 2(b), it will be made upon your death.

(c) If payment is due and payable under Section 3(b), and the Change of Control that causes payment to be due and payable is a “change of control” as defined under Code Section 409A, such sum shall be paid to you within thirty (30) days after the Change of Control. If payment is due and payable under Section 3(b), and the Change of Control that causes payment to be due and payable is not a “change of control” as defined under Code Section 409A, such sum shall be paid to you at the time determined under Section 8(d).

 

4


(d) If payment is due and payable under the Standard Settlement Terms, payment will be made by March 15 of the calendar year after the expiration of the applicable Period of Restriction for the Unit Tranche; provided, however , that if you were given the opportunity to defer payment under an applicable deferred compensation plan offered by the Company or an Affiliate, such as may have occurred in connection with the beginning of your employment, and chose to defer payment, then payment will be made at the time determined under that plan.

9. Closing Price. For purposes 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 Restricted Stock Units.

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 Affiliate 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 .

(a) For purposes of this Agreement, “Committee” includes any direct or indirect delegate of the Committee as defined in the Plan and (unless otherwise indicated) 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.

(b) 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 Restricted Stock Units. No promises, terms, or agreements of any kind regarding your Restricted Stock Units 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.

(c) Your Restricted Stock Units are not Shares and do not give you the rights of a holder of Shares. You will not be credited with additional Restricted Stock Units on account of any dividend paid on Shares.

 

5


(d) The Committee may, in its discretion, settle your Restricted Stock Units in the form of cash to the extent settlement in Shares is prohibited by law or would require you or the Company to obtain the approval of any governmental and/or regulatory body. The Committee may, in its discretion, require you at any time to immediately sell Shares you acquire under this Agreement, in which case, the Company shall have the authority to issue sales instructions in relation to such Shares on your behalf. 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 United States securities laws and any other applicable securities laws.

(e) The issuance of Shares or payment of cash pursuant to your Restricted Stock Units 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. The Company’s grant of Restricted Stock Units to you is not intended to be a public offering of securities outside the United States, and the Company has not submitted any registration statement, prospectus, or other securities filing with authorities outside the United States, except where required by law. Your Restricted Stock Units have not been, and will not be, reviewed by or registered with any securities authorities outside the United States, including but not limited to the securities authorities of Argentina. In accordance with Circular 99 of 2001, from Chile’s Superintendence of Securities, the grant of the Restricted Stock Units hereunder is not intended to be a public offering of securities in Chile but instead is intended to be a private placement. As this is a private placement in Chile, the Company has not submitted any registration statement, prospectus or other filings with the local securities authorities, and the Plan is not subject to the supervision of any securities authorities in Chile. This Agreement and all other materials pertaining to your Restricted Stock Units have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to this offer. If you have any doubts about any of the contents of the materials pertaining to your Restricted Stock Units, you should obtain independent professional investment advice.

(f) You agree to repatriate all payments under this Agreement or cash attributable to Shares you acquire under this Agreement to the extent required under any applicable legal requirements, such as foreign exchange rules and regulations in your country of residence or country of employment.

(g) Your Restricted Stock Units are subject to the Company’s performance-based compensation recoupment policy in effect from time to time.

(h) Regardless of any action the Company or any Affiliate takes with respect to any or all tax withholding (including social insurance contributions and payment on account obligations, if any), you acknowledge that the ultimate liability for all such taxes is and remains your responsibility (or that of your beneficiary or estate) and that neither the Company nor any Affiliate makes any representations or undertakings regarding the treatment of any tax withholding in connection with any aspect of any of your Restricted Stock Units, including the grant or payment on account of the Restricted Stock Units, and that neither the Company nor any Affiliate commits to structure the terms of the grant of or any aspect of any Restricted Stock Units to reduce or eliminate your (or you estate’s or any heir’s) liability for such tax. You agree to take any and all actions as may be required to comply with your personal tax obligations.

 

6


(i) If you are resident and/or employed in a country that is a member of the European Union, this Agreement is intended to comply with the provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Equal Treatment Rules”). To the extent that a court or tribunal of competent jurisdiction determines that any provision of this Agreement are invalid or unenforceable, in whole or in part, under the Equal Treatment Rules, the Committee, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.

(j) You agree that this Agreement and any other documents related to the Plan or your Restricted Stock Units are to be presented to you in English, except where prohibited by law. If any such document is translated into a language other than English, the English version will control, to the extent permitted by applicable law.

(k) The collection, processing and transfer of your personal data (collectively “Data Handling”) is necessary for the Company’s administration of the Plan, this Agreement and your Restricted Stock Units, and such Data Handling shall be done consistent with applicable law, the data privacy consents, if any, signed by you, the terms of your employment contract (if any) and/or your local company’s governing policies with respect to data privacy.

(l) In accepting this Agreement, you acknowledge, to the extent allowed by law, that:

(1) the Plan and this Agreement are each established voluntarily by the Company, and that each is discretionary in nature and may be modified, suspended or terminated at any time, as provided in the Plan and this Agreement, respectively, and such change or the end of your participation in the Plan shall not constitute a change or impairment of the terms and conditions of your employment or give rise to any liability to you;

(2) the grant of your Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted repeatedly in the past;

(3) all decisions with respect to future Restricted Stock Unit grants, if any, will be at the discretion of the Committee, including, but not limited to, the timing of any grants, the number of Restricted Stock Units and vesting provisions;

(4) your participation in the Plan is voluntary;

(5) the Restricted Stock Units are an extraordinary item which is outside the terms and conditions of your employment and the scope of your employment contract, if any;

(6) the Restricted Stock Units are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;

 

7


(7) the Restricted Stock Unit grant will not be interpreted to form an employment contract or relationship with any Affiliate or the Company, and you are not an employee of the Company;

(8) the future Closing Price of Shares is unknown and cannot be predicted with certainty;

(9) to the fullest extent permitted by law, no claim or entitlement to compensation or damages arises from termination of the Restricted Stock Units or diminution in value of the Restricted Stock Units and you irrevocably release the Company and each Affiliate from any such claim that may arise; and

(10) in the event of the termination of your employment, neither your eligibility, nor any right to receive Restricted Stock Units, nor any period within which payment may be made on account of your Restricted Stock Units, if any, will be extended beyond the period specified under this Agreement by any notice period mandated under law ( e.g. , active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of the termination of your employment, your right to payment on account of your Restricted Stock Units, if any, will not be extended by any notice period mandated under law; and

(11) you have been granted Restricted Stock Units as a consequence of the commercial relationship between the Company and the Affiliate that employs you, and the Affiliate that employs you is your sole employer.

(m) The Company may impose other requirements as a condition of your Restricted Stock Units, to the extent the Committee determines, in its discretion, that such other requirements are necessary or advisable in order to comply with law or facilitate the operation or administration of this Agreement, your Restricted Stock Units, or the Plan. To the extent the Company determines in its discretion that you are required to execute any document or undertaking for this purpose, you agree to do so.

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 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. Post-Employment Terms Applicable to Insiders .

(a) The terms of this Section 14 shall apply if you are an Insider at any time during the Period of Restriction for a Unit Tranche, notwithstanding any other terms of this Agreement, other than Section 3, to the contrary. If a Change of Control occurs prior to the finding described in Section 14(b), any applicable terms of Section 3 will supersede the terms of this Section 14.

(b) If the Committee reasonably finds that, at any time during the Period of Restriction for a Unit Tranche, whether during your employment with the Company and its Affiliates or thereafter, you directly or indirectly owned any interest in, managed, controlled, participated in,

 

8


consulted with, or rendered services, as an officer, director, employee, partner, member, consultant, independent contractor or agent, to any person or entities currently engaged in business activities which compete (or will compete based on the anticipated plans of the Company at the time of your employment termination) with the business of MetLife in the United States, United Arab Emirates, Hong Kong (Special Administrative Region of the People’s Republic of China), Argentina, United Kingdom and/or in any other country in which MetLife conducts business or has plans to conduct business during your employment or as of the date your employment terminated, then, to the maximum extent permissible by law, your Outstanding Unit Tranches will be immediately forfeit.

(c) Notwithstanding the terms of Section 11 to the contrary, this Section 14 will be construed in accordance with and governed by the laws of the State of New York, regardless of the law that might be applied under principles of conflict of laws.

15. Agreement to Protect Corporate Property . If you have not previously executed an Agreement to Protect Corporate Property that is acceptable to the Company (“Property Agreement”), the grant of your Restricted Stock Units is subject to your execution of the Property Agreement provided to you by the Company with respect to this Agreement, and if you do not return a signed copy of the Property Agreement then this Agreement and the Restricted Stock Units 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, MetLife, Inc. has caused this agreement to be offered to you, and you have accepted this Agreement by the electronic means made available to you.

 

9

Exhibit 10.4

RESTRICTED STOCK UNIT AGREEMENT

(Three-Year “Cliff” Period of Restriction; No Code 162(m) Goals)

MetLife, Inc. confirms that, on [grant date] (the “Grant Date”), it granted you, [name] , [number] Restricted Stock Units. Your Restricted Stock Units are subject to the terms and conditions of this Restricted Stock Unit Agreement (this “Agreement”) and the MetLife, Inc. 2015 Stock and Incentive Compensation Plan (the “Plan”).

1. Standard Settlement Terms .

(a) The terms of this Section 1 shall be referred to as the “Standard Settlement Terms” and will apply to your Restricted Stock Units except in so far as Sections 2, 3, or 14 apply. If Shares are paid to you, you will receive evidence of ownership of those Shares.

(b) The Period of Restriction for your Restricted Stock Units will begin on the Grant Date and end on the third anniversary of the Grant Date. Each of your Restricted Stock Units will be due and payable in the form of Shares after the conclusion of the Period of Restriction, at the time specified in Section 8.

2. Change of Status . The terms of this Section 2 describe how various events affect your Restricted Stock Units during the Period of Restriction, subject to Section 14. For purposes of this Section 2, your transfer between the Company and an Affiliate, or among Affiliates, will not be a termination of employment, but any other termination of employment with the Company or any of its Affiliates (including the end of your employer’s status as an Affiliate) will be a termination of employment. The terms of this Section 2 shall apply as provided, except as otherwise determined by the Committee.

(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, or under another plan or arrangement designated for this purpose by the Committee, then (subject to Section 2(g)) the Standard Settlement Terms will continue to apply to your Restricted Stock Units. Once this Section 2(g) applies, then none of Sections 2(b), (c) or (f) will apply to your Restricted Stock Units, even if you subsequently return to active service.

(b) Death . In the event that your employment with the Company or an Affiliate terminates due to your death, each of your Restricted Stock Units will be due and payable in the form of Shares (or cash at a value equal to the Closing Price on the date of your death, if so determined by the Committee). Any payment will be made at the time specified in Section 8.


(c) Post-Employment Award Continuation .

(1) If your employment with the Company or an Affiliate terminates (other than for Cause) on or after your Rule of 65 Date, then (subject to Section 2(g)), the Standard Settlement Terms will continue to apply to your Restricted Stock Units; provided that , if the Committee finds that, any time during the Period of Restriction, you have made statements that damage, disparage, or otherwise diminish the reputation or business of the Company. any of its Affiliates, or of any their respective employees, officers, directors, products, or services, with the exception of truthful statements that are compelled by law or otherwise authorized pursuant to legal or administrative processes, your Restricted Stock Units shall be forfeited.

(2) For this purpose:

(a) the “Rule of 65 Date” means the date that the sum of your total completed years of age plus total Service is equal to or greater than sixty-five (65), so long as your Service is equal to or greater than five (5); and

(b) “Service” means the aggregate number of completed years of employment with the Company and its Affiliates (solely during your employer’s status as an Affiliate), as conclusively determined by the Company without regard to any later determinations or findings regarding your employment status by any third party.

(d) Reserved .

(e) Termination for Cause . In the event that your employment with the Company or an Affiliate terminates for Cause, your Restricted Stock Units will be forfeited immediately.

(f) Other Termination of Employment . If none of Sections 2(a) through (e) applies, each of your Restricted Stock Units will be forfeited immediately upon your termination of employment unless you are offered a separation agreement by the Company or an Affiliate under a severance program. To the extent your separation agreement becomes final by March 15 of the calendar year after the separation agreement is offered to you, your Prorated Units will be due and payable to you. The number of your “Prorated Units” will be determined by dividing the number of calendar months, beginning with the month of the Grant Date, that have ended as of the end of the month of the termination of your employment by thirty-six (36), multiplying the result by the number of your Restricted Stock Units, and rounding to the nearest whole number; provided, however , that if the date of the termination of your employment is prior to the first anniversary of the Grant Date , then the number of your Prorated Units shall be zero (0). Payment for each of your Prorated Units will be made in cash at a value equal to the Closing Price on the Grant Date, and shall be rounded to the nearest one-hundred dollars ($100.00). If your separation agreement does not become final, your Restricted Stock Units will be forfeited.

(g) Forfeiture Under Conditions Potentially Covered by Code Section 457A.

(1) Unless the Committee determines otherwise, this Section 12(g) will apply to the extent that:

(a) Sections 2(a) or (c) apply to your Restricted Stock Units;

 

2


(b) the Company determines that you provided services to the Company or an Affiliate through an entity that would be deemed to be a “nonqualified entity” under Code Section 457A for any portion of the Period of Restriction (such period, the “457A Period”); and

(c) the Company determines that Code Section 457A potentially applies to your Restricted Stock Units.

(2) To the extent that this Section 12(g) applies to your Restricted Stock Units:

(a) the pro rata portion of your outstanding Restricted Stock Units represented by the 457A Period as a portion of the period from the Grant Date to the end of the Period of Restriction (the “457A Portion”) will be forfeited upon your termination of employment, unless the Company or an Affiliate offers you the opportunity to certify that you were not, during any portion of the Period of Restriction, subject to income tax by the United States of America (the “United States”) and you so certify; and

(b) your Restricted Stock Units, other than the 457A Portion, will be subject to Sections 2(a) or (c) as otherwise applicable.

3. Change of Control .

(a) The terms of this Section 3 describe how a Change of Control during the Period of Restriction will affect your Restricted Stock Units. If a Change of Control occurs prior to any of the events described in Section 2, or subsequent to the events described in Section 2(a) or (c), this Section 3 will supersede the terms of Section 2. If any of the events described in Section 2(b), (e), or (f) occurs prior to a Change of Control, the terms of Section 2(b), (e), or (f) will supersede the terms of this Section 3.

(b) Except as provided in Section 3(c), and unless otherwise prohibited under law or by applicable rules of a national security exchange, if a Change of Control occurs, your Restricted Stock Units will be due and payable in the form of cash equal to the number of your Restricted Stock Units multiplied by the Change of Control Price. Any payment will be made at the time specified in Section 8. The terms of Section 2(g), except for Section 2(g)(2)(b), shall apply to such a payment, provided, however, that the Company or an Affiliate shall offer you the opportunity to certify as described in Section 2(g)(2)(a).

(c) The terms of Section 3(b) will not apply to your Restricted Stock Units if the Committee reasonably determines in good faith, prior to the Change of Control, that you have been granted an Alternative Award for your Restricted Stock Units pursuant to Section 15.2 of the Plan. Any such Alternative Award shall not accelerate the timing of payment or otherwise violate Code Section 409A, to the extent such Code Section is applicable to your Restricted Stock Units, and shall substantially replicate the terms of Section 2(g), except for Section 2(g)(2)(b), provided, however, that the Company or an Affiliate shall be required to offer you the opportunity to certify as described in Section 2(g)(2)(a).

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 Restricted Stock Units, and all rights with respect to your Restricted Stock Units are exercisable during your lifetime only by you.

 

3


5. Beneficiary Designation . To the extent permitted by the Committee, you may name one or more beneficiary or beneficiaries 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 or an Affiliate may withhold amounts it determines are necessary to satisfy tax withhold responsibilities by withholding amounts from payment made under this Agreement, or from other payments due to you to the extent permissible under law, an amount sufficient to satisfy the minimum statutory United States, state, local or other applicable tax withholding requirements. The Company will defer payment of cash or the issuance of Shares until this requirement is satisfied. The Company may satisfy this requirement by withholding Shares otherwise issuable based on a value per Share determined by the Company in its discretion.

7. Adjustments . The Committee will make appropriate adjustments in the terms and conditions of your Restricted Stock Units as provided in Section 4.2 of the Plan, and may make adjustments in the terms and conditions of your Restricted Stock Units as provided in Section 16.2 of the Plan. The Committee’s determinations in this regard will be conclusive.

8. Timing of Payment .

(a) To the extent applicable, this Agreement is intended to comply with Code Section 409A and shall be interpreted accordingly.

(b) If payment is due and payable under Section 2(b), it will be made upon your death.

(c) If payment is due and payable under Section 2(f), it will be made six (6) months after the termination of your employment (or, to the extent Code Section 409A applies to your Restricted Stock Units, six (6) months after your “separation from service” under Code Section 409A, if that is a different date).

(d) If payment is due and payable under Section 3(b), and the Change of Control that causes payment to be due and payable is a “change of control” as defined under Code Section 409A, such sum shall be paid to you within thirty (30) days after the Change of Control. If payment is due and payable under Section 3(b), and the Change of Control that causes payment to be due and payable is not a “change of control” as defined under Code Section 409A, such sum shall be paid to you at the time determined under Section 8(e).

(e) If payment is due and payable under the Standard Settlement Terms, payment will be made by March 15 of the calendar year after the expiration of the Period of Restriction; provided, however , that if you were given the opportunity to defer payment under an applicable deferred compensation plan offered by the Company or an Affiliate, such as may have occurred in connection with the beginning of your employment, and chose to defer payment, then payment will be made at the time determined under that plan.

 

4


9. Closing Price. For purposes 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 Restricted Stock Units.

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 Affiliate 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 .

(a) For purposes of this Agreement, “Committee” includes any direct or indirect delegate of the Committee as defined in the Plan and (unless otherwise indicated) 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.

(b) 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 Restricted Stock Units. No promises, terms, or agreements of any kind regarding your Restricted Stock Units 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.

(c) Your Restricted Stock Units are not Shares and do not give you the rights of a holder of Shares. You will not be credited with additional Restricted Stock Units on account of any dividend paid on Shares.

(d) The Committee may, in its discretion, settle your Restricted Stock Units in the form of cash to the extent settlement in Shares is prohibited by law or would require you or the Company to obtain the approval of any governmental and/or regulatory body. The Committee may, in its discretion, require you at any time to immediately sell Shares you acquire under this Agreement, in which case, the Company shall have the authority to issue sales instructions in relation to such Shares on your behalf. 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 United States securities laws and any other applicable securities laws.

 

5


(e) The issuance of Shares or payment of cash pursuant to your Restricted Stock Units 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. The Company’s grant of Restricted Stock Units to you is not intended to be a public offering of securities outside the United States, and the Company has not submitted any registration statement, prospectus, or other securities filing with authorities outside the United States, except where required by law. Your Restricted Stock Units have not been, and will not be, reviewed by or registered with any securities authorities outside the United States, including but not limited to the securities authorities of Argentina. In accordance with Circular 99 of 2001, from Chile’s Superintendence of Securities, the grant of the Restricted Stock Units hereunder is not intended to be a public offering of securities in Chile but instead is intended to be a private placement. As this is a private placement in Chile, the Company has not submitted any registration statement, prospectus or other filings with the local securities authorities, and the Plan is not subject to the supervision of any securities authorities in Chile. This Agreement and all other materials pertaining to your Restricted Stock Units have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to this offer. If you have any doubts about any of the contents of the materials pertaining to your Restricted Stock Units, you should obtain independent professional investment advice.

(f) You agree to repatriate all payments under this Agreement or cash attributable to Shares you acquire under this Agreement to the extent required under any applicable legal requirements, such as foreign exchange rules and regulations in your country of residence or country of employment.

(g) Your Restricted Stock Units are subject to the Company’s performance-based compensation recoupment policy in effect from time to time.

(h) Regardless of any action the Company or any Affiliate takes with respect to any or all tax withholding (including social insurance contributions and payment on account obligations, if any), you acknowledge that the ultimate liability for all such taxes is and remains your responsibility (or that of your beneficiary or estate) and that neither the Company nor any Affiliate makes any representations or undertakings regarding the treatment of any tax withholding in connection with any aspect of any of your Restricted Stock Units, including the grant or payment on account of the Restricted Stock Units, and that neither the Company nor any Affiliate commits to structure the terms of the grant of or any aspect of any Restricted Stock Units to reduce or eliminate your (or you estate’s or any heir’s) liability for such tax. You agree to take any and all actions as may be required to comply with your personal tax obligations.

(i) If you are resident and/or employed in a country that is a member of the European Union, this Agreement is intended to comply with the provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Equal Treatment Rules”). To the extent that a court or tribunal of competent jurisdiction determines that any provision of this Agreement are invalid or unenforceable, in whole or in part, under the Equal Treatment Rules, the Committee, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.

 

6


(j) You agree that this Agreement and any other documents related to the Plan or your Restricted Stock Units are to be presented to you in English, except where prohibited by law. If any such document is translated into a language other than English, the English version will control, to the extent permitted by applicable law.

(k) The collection, processing and transfer of your personal data (collectively “Data Handling”) is necessary for the Company’s administration of the Plan, this Agreement and your Restricted Stock Units, and such Data Handling shall be done consistent with applicable law, the data privacy consents, if any, signed by you, the terms of your employment contract (if any) and/or your local company’s governing policies with respect to data privacy.

(l) In accepting this Agreement, you acknowledge, to the extent allowed by law, that:

(1) the Plan and this Agreement are each established voluntarily by the Company, and that each is discretionary in nature and may be modified, suspended or terminated at any time, as provided in the Plan and this Agreement, respectively, and such change or the end of your participation in the Plan shall not constitute a change or impairment of the terms and conditions of your employment or give rise to any liability to you;

(2) the grant of your Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted repeatedly in the past;

(3) all decisions with respect to future Restricted Stock Unit grants, if any, will be at the discretion of the Committee, including, but not limited to, the timing of any grants, the number of Restricted Stock Units and vesting provisions;

(4) your participation in the Plan is voluntary;

(5) the Restricted Stock Units are an extraordinary item which is outside the terms and conditions of your employment and the scope of your employment contract, if any;

(6) the Restricted Stock Units are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;

(7) the Restricted Stock Unit grant will not be interpreted to form an employment contract or relationship with any Affiliate or the Company, and you are not an employee of the Company;

(8) the future Closing Price of Shares is unknown and cannot be predicted with certainty;

 

7


(9) to the fullest extent permitted by law, no claim or entitlement to compensation or damages arises from termination of the Restricted Stock Units or diminution in value of the Restricted Stock Units and you irrevocably release the Company and each Affiliate from any such claim that may arise;

(10) in the event of the termination of your employment, neither your eligibility, nor any right to receive Restricted Stock Units, nor any period within which payment may be made on account of your Restricted Stock Units, if any, will be extended beyond the period specified under this Agreement by any notice period mandated under law ( e.g. , active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of the termination of your employment, your right to payment on account of your Restricted Stock Units, if any, will not be extended by any notice period mandated under law; and

(11) you have been granted Restricted Stock Units as a consequence of the commercial relationship between the Company and the Affiliate that employs you, and the Affiliate that employs you is your sole employer.

(m) The Company may impose other requirements as a condition of your Restricted Stock Units, to the extent the Committee determines, in its discretion, that such other requirements are necessary or advisable in order to comply with law or facilitate the operation or administration of this Agreement, your Restricted Stock Units, or the Plan. To the extent the Company determines in its discretion that you are required to execute any document or undertaking for this purpose, you agree to do so.

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 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. Post-Employment Terms Applicable to Insiders .

(a) The terms of this Section 14 shall apply if you are an Insider at any time during the Period of Restriction, notwithstanding any other terms of this Agreement, other than Section 3, to the contrary. If a Change of Control occurs prior to the finding described in Section 14(b), any applicable terms of Section 3 will supersede the terms of this Section 14.

(b) If the Committee reasonably finds that, at any time during the Period of Restriction, whether during your employment with the Company and its Affiliates or thereafter, you directly or indirectly owned any interest in, managed, controlled, participated in, consulted with, or rendered services, as an officer, director, employee, partner, member, consultant, independent contractor or agent, to any person or entities currently engaged in business activities which compete (or will compete based on the anticipated plans of the Company at the time of your employment termination) with the business of MetLife in the United States, United Arab Emirates, Hong Kong (Special Administrative Region of the People’s Republic of China), Argentina, United Kingdom and/or in any other country in which MetLife conducts business or has plans to conduct business during your employment or as of the date your employment terminated, then, to the maximum extent permissible by law, your Restricted Stock Units will be immediately forfeit.

 

8


(c) Notwithstanding the terms of Section 11 to the contrary, this Section 14 will be construed in accordance with and governed by the laws of the State of New York, regardless of the law that might be applied under principles of conflict of laws.

15. Agreement to Protect Corporate Property . If you have not previously executed an Agreement to Protect Corporate Property that is acceptable to the Company (“Property Agreement”), the grant of your Restricted Stock Units is subject to your execution of the Property Agreement provided to you by the Company with respect to this Agreement, and if you do not return a signed copy of the Property Agreement then this Agreement and the Restricted Stock Units 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, MetLife, Inc. has caused this agreement to be offered to you, and you have accepted this Agreement by the electronic means made available to you.

 

9

Exhibit 10.5

RESTRICTED UNIT AGREEMENT

(Ratable Period of Restriction Ends in Thirds; Code 162(m) Goals)

[Global Affiliate] (the “Global Affiliate”) confirms that, on [grant date] (the “Grant Date”), you [name] were granted [number] Restricted Units. Your Restricted Units are subject to the terms and conditions of this Restricted Unit Agreement (this “Agreement”) and the MetLife, Inc. 2015 Stock and Incentive Compensation Plan (the “Plan”). Any payment due under this Agreement may be made by any one or more Affiliates (the “Paying Affiliate”).

1. Standard Settlement Terms .

(a) The terms of this Section 1 shall be referred to as the “Standard Settlement Terms” and will apply to your Restricted Units except in so far as Sections 2, 3, or 14 apply.

(b) The Period of Restriction for your Restricted Units will end in stages on the first three anniversaries of the Grant Date. Each portion of your Restricted Units subject to a different Period of Restriction shall be referred to as a “Unit Tranche” and during its Period of Restriction as an Outstanding Unit Tranche.” The Period of Restriction for one-third (1/3) of your Restricted Units (rounding down to the nearest whole number of Restricted Units, the “First Unit Tranche”) will begin on the Grant Date and end on the first anniversary of the Grant Date. The Period of Restriction for one-third (1/3) of your Restricted Units (rounding down to the nearest whole number of Restricted Units, the “Second Unit Tranche”) will begin on the Grant Date and end the second anniversary of the Grant Date. The Period of Restriction for each of your Restricted Units not included in either the First or the Second Unit Tranches (the “Third Unit Tranche”) will begin on the Grant Date and end the third anniversary of the Grant Date.

(c) Each Unit Tranche will be due and payable after the conclusion of the Period of Restriction applicable to that Unit Tranche only if the Committee determines in writing that the Company met one or more of the Section 162(m) Goals for the calendar year immediately preceding the end of that Period of Restriction. If the Committee makes such a determination with respect to such goals, your Restricted Units will be due and payable in cash equal to the Closing Price on the last day of the Period of Restriction, and will be due and payable at the time specified in Section 8. The “Section 162(m) Goals” shall be the following:

(1) Positive Company Adjusted Income for the calendar year immediately preceding the end of the Period of Restriction.

(2) Positive Company Total Shareholder Return for the calendar year immediately preceding the end of the Period of Restriction.

(3) For purposes of this Section 1(c), the following definitions shall apply:

(a) “Adjusted Income” means income from continuing operations before provision for income tax, excluding net investment gains (losses) (determined in accordance with Section 3(a) of Article 7.04 of SEC Regulation S-X), which includes total net investment gains (losses) and net derivatives gains (losses).

(b) “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 on a


reinvested basis during the applicable period. “Initial Closing Price” means the average Closing Price for the twenty (20) trading days prior to the first day of the applicable period. “Final Closing Price” means the average Closing Price for the twenty (20) trading days prior to and including the final day of the applicable period.

2. Change of Status . The terms of this Section 2 describe how various events affect a Unit Tranche during its Period of Restriction, subject to Section 14. For purposes of this Section 2, your transfer between the Company and an Affiliate, or among Affiliates, will not be a termination of employment, but any other termination of employment with the Company or any of its Affiliates (including the end of your employer’s status as an Affiliate) will be a termination of employment. The terms of this Section 2 shall apply as provided, except as otherwise determined by the Committee.

(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, or under another plan or arrangement designated for this purpose by the Committee, then (subject to Section 2(g)) Standard Settlement Terms will continue to apply to your Outstanding Unit Tranches. Once this Section 2(a) applies, then none of Sections 2(b), (c) or (f) will apply to your Outstanding Unit Tranches, even if you subsequently return to active service.

(b) Death . In the event that your employment with the Company or an Affiliate terminates due to your death, each of your Outstanding Unit Tranches will be due and payable in the form of Shares (or cash at a value equal to the Closing Price on the date of your death, if so determined by the Committee). Any payment will be made at the time specified in Section 8.

(c) Post-Employment Award Continuation .

(1) If your employment with the Company or an Affiliate terminates (other than for Cause) on or after your Rule of 65 Date, then (subject to Section 2(g)), the Standard Settlement Terms will continue to apply to your Outstanding Unit Tranches; provided that , if the Committee finds that, any time during the Period of Restriction, you have made statements that damage, disparage, or otherwise diminish the reputation or business of the Company. any of its Affiliates, or of any their respective employees, officers, directors, products, or services, with the exception of truthful statements that are compelled by law or otherwise authorized pursuant to legal or administrative processes, your Outstanding Unit Tranches shall be forfeited.

(2) For this purpose:

(a) the “Rule of 65 Date” means the date that the sum of your total completed years of age plus total Service is equal to or greater than sixty-five (65), so long as your Service is equal to or greater than five (5); and

(b) “Service” means the aggregate number of completed years of employment with the Company and its Affiliates (solely during your employer’s status as an Affiliate), as conclusively determined by the Company without regard to any later determinations or findings regarding your employment status by any third party.

(d) Reserved .

 

2


(e) Termination for Cause . In the event that your employment with the Company or an Affiliate terminates for Cause, your Outstanding Unit Tranches will be forfeited immediately.

(f) Other Termination of Employment . If none of Sections 2(a) through (e) applies, each of your Outstanding Unit Tranches will be forfeited immediately upon your termination of employment.

(g) Forfeiture Under Conditions Potentially Covered by Code Section 457A.

(1) Unless the Committee determines otherwise, this Section 12(g) will apply to the extent that:

(a) Sections 2(a) or (c) apply to your Outstanding Unit Tranches;

(b) the Company determines that you provided services to the Company or an Affiliate through an entity that would be deemed to be a “nonqualified entity” under Code Section 457A for any of the Period of Restriction (such period, the “457A Period”); and

(c) the Company determines that Code Section 457A potentially applies to your Outstanding Unit Tranches.

(2) To the extent that this Section 12(g) applies to your Outstanding Unit Tranches:

(a) the pro rata portion of that Unit Tranche represented by the 457A Period as a portion of the period from the Grant Date to the end of the Period of Restriction for the Unit Tranche (the “457A Portion”) will be forfeited upon your termination of employment, unless the Company or an Affiliate offers you the opportunity to certify that you were not, during any portion of the Period of Restriction, subject to income tax by the United States of America (the “United States”) and you so certify; and

(b) that Unit Tranche, other than the 457A Portion, will be subject to Sections 2(a) or (c) as otherwise applicable.

3. Change of Control .

(a) The terms of this Section 3 describe how a Change of Control will affect an Outstanding Unit Tranche during its Period of Restriction. If a Change of Control occurs prior to any of the events described in Section 2, or subsequent to the events described in Section 2(a) or (c), this Section 3 will supersede the terms of Section 2. If any of the events described in Section 2(b), (e), or (f) occurs prior to a Change of Control, the terms of Section 2(b), (e), or (f) will supersede the terms of this Section 3.

(b) Except as provided in Section 3(c), and unless otherwise prohibited under law or by applicable rules of a national security exchange, if a Change of Control occurs, your Outstanding Unit Tranches will be due and payable in the form of cash equal to the number of your Outstanding Unit Tranches multiplied by the Change of Control Price. Any payment will be made at the time specified in Section 8. The terms of Section 2(g), except for Section 2(g)(2)(b), shall apply to such a payment, provided, however, that the Company or an Affiliate shall offer you the opportunity to certify as described in Section 2(g)(2)(a).

 

3


(c) The terms of Section 3(b) will not apply to your Outstanding Unit Tranches if the Committee reasonably determines in good faith, prior to the Change of Control, that you have been granted an Alternative Award for your Outstanding Unit Tranches pursuant to Section 15.2 of the Plan. Any such Alternative Award shall not accelerate the timing of payment or otherwise violate Code Section 409A and shall substantially replicate the terms of Section 2(g), except for Section 2(g)(2)(b), provided, however, that the Company or an Affiliate shall be required to offer you the opportunity to certify as described in Section 2(g)(2)(a).

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 Restricted Units, and all rights with respect to your Restricted Units are exercisable during your lifetime only by you.

5. Estate . Benefits remaining unpaid at your death will be paid to your estate, except as otherwise required by law.

6. Tax Withholding . The Company or an Affiliate may withhold amounts it determines are necessary to satisfy tax withhold responsibilities by withholding amounts from payment made under this Agreement, or from other payments due to you to the extent permissible under law, an amount sufficient to satisfy the minimum statutory United States, state, local or other applicable tax withholding requirements. The Company will defer payment until this requirement is satisfied.

7. Adjustments . The Committee will make appropriate adjustments in the terms and conditions of your Restricted Units as provided in Section 4.2 of the Plan, and may make adjustments in the terms and conditions of your Restricted Units as provided in Section 16.2 of the Plan. The Committee’s determinations in this regard will be conclusive.

8. Timing of Payment .

(a) To the extent applicable, this Agreement is intended to comply with Code Section 409A and shall be interpreted accordingly.

(b) If payment is due and payable under Section 2(b), it will be made upon your death.

(c) If payment is due and payable under Section 3(b), and the Change of Control that causes payment to be due and payable is a “change of control” as defined under Code Section 409A, such sum shall be paid to you within thirty (30) days after the Change of Control. If payment is due and payable under Section 3(b), and the Change of Control that causes payment to be due and payable is not a “change of control” as defined under Code Section 409A, such sum shall be paid to you at the time determined under Section 8(d).

(d) If payment is due and payable under the Standard Settlement Terms, payment will be made by March 15 of the calendar year after the expiration of the applicable Period of Restriction for the Unit Tranche; provided, however , that if you were given the opportunity to defer payment under an applicable deferred compensation plan offered by the Company or an Affiliate, such as may have occurred in connection with the beginning of your employment, and chose to defer payment, then payment will be made at the time determined under that plan.

 

4


9. Closing Price. For purposes 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 Restricted Units.

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 Affiliate 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 .

(a) For purposes of this Agreement, “Committee” includes any direct or indirect delegate of the Committee as defined in the Plan and (unless otherwise indicated) 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.

(b) 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 Restricted Units. No promises, terms, or agreements of any kind regarding your Restricted Units 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.

(c) Your Restricted Units are not Shares and do not give you the rights of a holder of Shares. You will not be credited with additional Restricted Units on account of any dividend paid on Shares.

(d) The Committee may, in its discretion, settle your Restricted Units in the form of Shares. To the extent the Committee does so, the Committee may, in its discretion, require you at any time to immediately sell Shares you acquire under this Agreement, in which case, the Company shall have the authority to issue sales instructions in relation to such Shares on your behalf. 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 United States securities laws and any other applicable securities laws.

 

5


(e) Payment pursuant to your Restricted Units 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. The Company’s grant of Restricted Units to you is not intended to be a public offering of securities outside the United States, and the Company has not submitted any registration statement, prospectus, or other securities filing with authorities outside the United States, except where required by law. Your Restricted Units have not been, and will not be, reviewed by or registered with any securities authorities outside the United States, including but not limited to the securities authorities of Argentina. To the extent applicable, in accordance with Circular 99 of 2001, from Chile’s Superintendence of Securities, the grant of the Restricted Units hereunder is not intended to be a public offering of securities in Chile but instead is intended to be a private placement. To the extent this is a private placement in Chile, the Company has not submitted any registration statement, prospectus or other filings with the local securities authorities, and the Plan is not subject to the supervision of any securities authorities in Chile. This Agreement and all other materials pertaining to your Restricted Units have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to this offer. If you have any doubts about any of the contents of the materials pertaining to your Restricted Units, you should obtain independent professional investment advice.

(f) You agree to repatriate all payments under this Agreement (or cash attributable to Shares you acquire under this Agreement) to the extent required under any applicable legal requirements, such as foreign exchange rules and regulations in your country of residence or country of employment.

(g) Your Restricted Units are subject to the Company’s performance-based compensation recoupment policy in effect from time to time.

(h) Regardless of any action the Company or any Affiliate takes with respect to any or all tax withholding (including social insurance contributions and payment on account obligations, if any), you acknowledge that the ultimate liability for all such taxes is and remains your responsibility (or that of your beneficiary or estate) and that neither the Company nor any Affiliate makes any representations or undertakings regarding the treatment of any tax withholding in connection with any aspect of any of your Restricted Units, including the grant or payment on account of the Restricted Units, and that neither the Company nor any Affiliate commits to structure the terms of the grant of or any aspect of any Restricted Units to reduce or eliminate your (or you estate’s or any heir’s) liability for such tax. You agree to take any and all actions as may be required to comply with your personal tax obligations.

(i) If you are resident and/or employed in a country that is a member of the European Union, this Agreement is intended to comply with the provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Equal Treatment Rules”). To the extent that a court or tribunal of competent jurisdiction determines that any provision of this Agreement are invalid or unenforceable, in whole or in part, under the Equal Treatment Rules, the Committee, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.

(j) You agree that this Agreement and any other documents related to the Plan or your Restricted Units are to be presented to you in English, except where prohibited by law. If any such document is translated into a language other than English, the English version will control, to the extent permitted by applicable law.

 

6


(k) The collection, processing and transfer of your personal data (collectively “Data Handling”) is necessary for the Company’s administration of the Plan, this Agreement and your Restricted Units, and such Data Handling shall be done consistent with applicable law, the data privacy consents, if any, signed by you, the terms of your employment contract (if any) and/or your local company’s governing policies with respect to data privacy.

(l) In accepting this Agreement, you acknowledge, to the extent allowed by law, that:

(1) the Plan and this Agreement are each established voluntarily by the Company and its Affiliates, and that each is discretionary in nature and may be modified, suspended or terminated at any time, as provided in the Plan and this Agreement, respectively, and such change or the end of your participation in the Plan shall not constitute a change or impairment of the terms and conditions of your employment or give rise to any liability to you;

(2) the grant of your Restricted Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Units, or benefits in lieu of Restricted Units, even if Restricted Units have been granted repeatedly in the past;

(3) all decisions with respect to future Restricted Unit grants, if any, will be at the discretion of the Committee, including, but not limited to, the timing of any grants, the number of Restricted Units and vesting provisions;

(4) your participation in the Plan is voluntary;

(5) the Restricted Units are an extraordinary item which is outside the terms and conditions of your employment and the scope of your employment contract, if any;

(6) the Restricted Units are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;

(7) the Restricted Unit grant will not be interpreted to form an employment contract or relationship with any Affiliate or the Company, and you are not an employee of the Company;

(8) the future Closing Price of Shares is unknown and cannot be predicted with certainty;

(9) to the fullest extent permitted by law, no claim or entitlement to compensation or damages arises from termination of the Restricted Units or diminution in value of the Restricted Units and you irrevocably release the Company and each Affiliate from any such claim that may arise;

(10) in the event of the termination of your employment, neither your eligibility, nor any right to receive Restricted Units, nor any period within which payment may be made on

 

7


account of your Restricted Units, if any, will be extended beyond the period specified under this Agreement by any notice period mandated under law ( e.g. , active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of the termination of your employment, your right to payment on account of your Restricted Units, if any, will not be extended by any notice period mandated under law; and

(11) you have been granted Restricted Units as a consequence of the commercial relationship between the Company and the Affiliate that employs you, and the Affiliate that employs you is your sole employer.

(m) The Company may impose other requirements as a condition of your Restricted Units, to the extent the Committee determines, in its discretion, that such other requirements are necessary or advisable in order to comply with law or facilitate the operation or administration of this Agreement, your Restricted Units, or the Plan. To the extent the Company determines in its discretion that you are required to execute any document or undertaking for this purpose, you agree to do so.

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 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. Post-Employment Terms Applicable to Insiders .

(a) The terms of this Section 14 shall apply if you are an Insider at any time during the Period of Restriction for a Unit Tranche, notwithstanding any other terms of this Agreement, other than Section 3, to the contrary. If a Change of Control occurs prior to the finding described in Section 14(b), any applicable terms of Section 3 will supersede the terms of this Section 14.

(b) If the Committee reasonably finds that, at any time during the Period of Restriction for a Unit Tranche, whether during your employment with the Company and its Affiliates or thereafter, you directly or indirectly owned any interest in, managed, controlled, participated in, consulted with, or rendered services, as an officer, director, employee, partner, member, consultant, independent contractor or agent, to any person or entities currently engaged in business activities which compete (or will compete based on the anticipated plans of the Company at the time of your employment termination) with the business of MetLife in the United States, United Arab Emirates, Hong Kong (Special Administrative Region of the People’s Republic of China), Argentina, United Kingdom and/or in any other country in which MetLife conducts business or has plans to conduct business during your employment or as of the date your employment terminated, then, to the maximum extent permissible by law, your Outstanding Unit Tranches will be immediately forfeit.

(c) Notwithstanding the terms of Section 11 to the contrary, this Section 14 will be construed in accordance with and governed by the laws of the State of New York, regardless of the law that might be applied under principles of conflict of laws.

 

8


15. Additional Terms .

(a) You acknowledge that, subject to the terms of Section 15(d) of this Agreement, the obligation to make each payment due under this Agreement, if any, shall be the obligation of the Global Affiliate. The obligation to make payments under this Agreement shall be unfunded and unsecured. In no event shall the Company be obligated to make payments due under this Agreement. The Global Affiliate and you agree and acknowledge that, to the extent consistent with applicable law, neither the Restricted Units, this Agreement, the Plan nor any rights, obligations, terms and conditions set forth therein or in connection therewith, constitute securities, negotiable instruments, or derivatives instruments or transactions.

(b) Payments pursuant to Section 3, which describe how a Change of Control during the Performance Period will affect your Restricted Units, will be made in your then-current payroll currency (or another currency of your choosing) at a reasonable U.S. currency exchange rate chosen in good faith by the Committee or the Paying Affiliate. Otherwise, any payment due to you will be made in your then-current payroll currency (or other currency of the Committee’s or Paying Affiliate’s choosing) at a United States currency exchange rate determined by the Committee or the Paying Affiliate in the discretion of the Committee or the Paying Affiliate.

(c) To the extent any separate or additional consideration is necessary under applicable law to effectuate the parties’ intentions to be bound by the terms of this Agreement, you agree to pay US$1.00 (One Dollar 00/100 currency of the United States) to the Global Affiliate, which shall not be refundable to you.

(d) Notwithstanding anything in this Agreement to the contrary, the Committee may, at any time prior to payment for your Restricted Units, in its sole discretion, find that the Company or an Affiliate has made an award to you intended to substitute for the Restricted Units (including but not limited to a contingent right to acquire Shares), and that such substitute award is subject to such material terms and conditions that are no less favorable than the material terms and conditions governing your Restricted Units and that provide for the same timing for payment as apply to your Restricted Units. Upon such a finding, the Committee may, in its sole discretion, cancel your Restricted Units in light of that substitute award without additional compensation to you.

IN WITNESS WHEREOF, the Global Affiliate. has caused this agreement to be offered to you, and you have accepted this Agreement by the electronic means made available to you.

 

9

Exhibit 10.6

RESTRICTED UNIT AGREEMENT

(Three-Year “Cliff” Period of Restriction; No Code 162(m) Goals)

[Global Affiliate] (the “Global Affiliate”) confirms that, on [grant date] (the “Grant Date”), you [name] were granted [number] Restricted Units. Your Restricted Units are subject to the terms and conditions of this Restricted Unit Agreement (this “Agreement”) and the MetLife, Inc. 2015 Stock and Incentive Compensation Plan (the “Plan”). Any payment due under this Agreement may be made by any one or more Affiliates (the “Paying Affiliate”).

1. Standard Settlement Terms .

(a) The terms of this Section 1 shall be referred to as the “Standard Settlement Terms” and will apply to your Restricted Units except in so far as Sections 2, 3, or 14 (Change of Control) apply.

(b) The Period of Restriction for your Restricted Units will begin on the Grant Date and end on the third anniversary of the Grant Date. Each of your Restricted Units will be due and payable in cash equal to the Closing Price on the last day of the Period of Restriction. Your Restricted Units will be due and payable at the time specified in Section 8.

2. Change of Status . The terms of this Section 2 describe how various events during the Period of Restriction affect your Restricted Units, subject to Section 14. For purposes of this Section 2, your transfer between the Company and an Affiliate, or among Affiliates, will not be a termination of employment, but any other termination of employment with the Company or any of its Affiliates (including the end of your employer’s status as an Affiliate) will be a termination of employment. The terms of this Section 2 shall apply as provided, except as otherwise determined by the Committee.

(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, or under another plan or arrangement designated for this purpose by the Committee, then (subject to Section 2(g)) the Standard Settlement Terms will continue to apply to your Restricted Units. Once this Section 2(a) applies, then none of Sections 2(b), (c) or (f) will apply to your Restricted Units, even if you subsequently return to active service.

(b) Death . In the event that your employment with the Company or an Affiliate terminates due to your death, each of your Restricted Units will be due and payable in cash at a value equal to the Closing Price on the date of your death. Any payment will be made at the time specified in Section 8.


(c) Post-Employment Award Continuation .

(1) If your employment with the Company or an Affiliate terminates (other than for Cause) on or after your Rule of 65 Date, then (subject to Section 2(g)), the Standard Settlement Terms will continue to apply to your Restricted Units; provided that , if the Committee finds that, any time during the Period of Restriction, you have made statements that damage, disparage, or otherwise diminish the reputation or business of the Company. any of its Affiliates, or of any their respective employees, officers, directors, products, or services, with the exception of truthful statements that are compelled by law or otherwise authorized pursuant to legal or administrative processes, your Restricted Units shall be forfeited.

(2) For this:

(a) the “Rule of 65 Date” means the date that the sum of your total completed years of age plus total Service is equal to or greater than sixty-five (65), so long as your Service is equal to or greater than five (5); and

(b) “Service” means the aggregate number of completed years of employment with the Company and its Affiliates (solely during your employer’s status as an Affiliate), as conclusively determined by the Company without regard to any later determinations or findings regarding your employment status by any third party.

(d) Reserved .

(e) Termination for Cause . In the event that your employment with the Company or an Affiliate terminates for Cause, your Restricted Units will be forfeited immediately.

(f) Other Termination of Employment . If none of Sections 2(a) through (e) applies, each of your Restricted Units will be forfeited immediately upon your termination of employment unless you are offered a separation agreement by the Company or an Affiliate under a severance program. To the extent your separation agreement becomes final by March 15 of the calendar year after the separation agreement is offered to you, your Prorated Units will be due and payable to you. The number of your “Prorated Units” will be determined by dividing the number of calendar months, beginning with the month of the Grant Date, that have ended as of the end of the month of the termination of your employment by thirty-six (36), multiplying the result by the number of your Restricted Units, and rounding to the nearest whole number; provided, however , that if the date of the termination of your employment is prior to the first anniversary of the Grant Date, then the number of your Prorated Units shall be zero (0). Payment for each of your Prorated Units will be made in cash at a value equal to the Closing Price on the Grant Date, and shall be rounded to the nearest one-hundred U.S. dollars (U.S.$100.00). If your separation agreement does not become final, your Restricted Units will be forfeited.

(g) Forfeiture Under Conditions Potentially Covered by Code Section 457A.

(1) Unless the Committee determines otherwise, this Section 12(g) will apply to the extent that:

(a) Sections 2(a) or (c) apply to your Restricted Units;

 

2


(b) the Company determines that you provided services to the Company or an Affiliate through an entity that would be deemed to be a “nonqualified entity” under Code Section 457A for any portion of the Period of Restriction (such period, the “457A Period”); and

(c) the Company determines that Code Section 457A potentially applies to your Restricted Units.

(2) To the extent that this Section 12(g) applies to your Restricted Units:

(a) the pro rata portion of your outstanding Restricted Units represented by the 457A Period as a portion of the period from the Grant Date to the end of the Period of Restriction (the “457A Portion”) will be forfeited upon your termination of employment, unless the Company or an Affiliate offers you the opportunity to certify that you were not, during any portion of the Period of Restriction, subject to income tax by the United States of America (the “United States”) and you so certify; and

(b) your Restricted Units, other than the 457A Portion, will be subject to Sections 2(a) or (c) as otherwise applicable.

3. Change of Control .

(a) The terms of this Section 3 describe how a Change of Control during the Period of Restriction will affect your Restricted Units. If any of the events described in Section 2 occurs prior to a Change of Control, any applicable terms of Section 2 will supersede the terms of this Section 3. If a Change of Control occurs prior to any of the events described in Section 2, or subsequent to the events described in Section 2(a) or (c), this Section 3 will supersede the terms of Section 2. If any of the events described in Section 2(b), (e), or (f) occurs prior to a Change of Control, the terms of Section 2(b), (e), or (f) will supersede the terms of this Section 3.

(b) Except as provided in Section 3(c), and unless otherwise prohibited under law or by applicable rules of a national security exchange, if a Change of Control occurs, your Restricted Units will be due and payable in the form of cash equal to the number of your Restricted Units multiplied by the Change of Control Price. Any payment will be made at the time specified in Section 8. The terms of Section 2(g), except for Section 2(g)(2)(b), shall apply to such a payment, provided, however, that the Company or an Affiliate shall offer you the opportunity to certify as described in Section 2(g)(2)(a).

(c) The terms of Section 3(b) will not apply to your Restricted Units if the Committee reasonably determines in good faith, prior to the Change of Control, that you have been granted an Alternative Award for your Restricted Units pursuant to Section 15.2 of the Plan. Any such Alternative Award shall not accelerate the timing of payment or otherwise violate Code Section 409A, to the extent such Code Section is applicable to your Restricted Units, and shall substantially replicate the terms of Section 2(g), except for Section 2(g)(2)(b), provided, however, that the Company or an Affiliate shall be required to offer you the opportunity to certify as described in Section 2(g)(2)(a).

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 Restricted Units, and all rights with respect to your Restricted Units are exercisable during your lifetime only by you.

 

3


5. Estate . Benefits remaining unpaid at your death will be paid to your estate, except as otherwise required by law.

6. Tax Withholding . The Company or an Affiliate may withhold amounts it determines are necessary to satisfy tax withhold responsibilities by withholding amounts from payment made under this Agreement, or from other payments due to you to the extent permissible under law, an amount sufficient to satisfy the minimum statutory United States, state, local or other applicable tax withholding requirements.

7. Adjustments . The Committee will make appropriate adjustments in the terms and conditions of your Restricted Units as provided in Section 4.2 of the Plan, and may make adjustments in the terms and conditions of your Restricted Units as provided in Section 16.2 of the Plan. The Committee’s determinations in this regard will be conclusive.

8. Timing of Payment .

(a) To the extent applicable, this Agreement is intended to comply with Code Section 409A and shall be interpreted accordingly.

(b) If payment is due and payable under Section 2(b), it will be made upon your death.

(c) If payment is due and payable under Section 2(f), it will be made six (6) months after the termination of your employment (or, to the extent Code Section 409A applies to your Restricted Units, six (6) months after your “separation from service” under Code Section 409A, if that is a different date).

(d) If payment is due and payable under Section 3(b), and the Change of Control that causes payment to be due and payable is a “change of control” as defined under Code Section 409A, such sum shall be paid to you within thirty (30) days after the Change of Control. If payment is due and payable under Section 3(b), and the Change of Control that causes payment to be due and payable is not a “change of control” as defined under Code Section 409A, such sum shall be paid to you at the time determined under Section 8(e).

(e) If payment is due and payable under the Standard Settlement Terms, payment will be made by March 15 of the calendar year after the expiration of the Period of Restriction; provided, however , that if you were given the opportunity to defer payment under an applicable deferred compensation plan offered by the Company or an Affiliate, such as may have occurred in connection with the beginning of your employment, and chose to defer payment, then payment will be made at the time determined under that plan.

9. Closing Price. For purposes 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 Restricted Units.

 

4


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 Affiliate 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 .

(a) For purposes of this Agreement, “Committee” includes any direct or indirect delegate of the Committee as defined in the Plan and (unless otherwise indicated) 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.

(b) 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 Restricted Units. No promises, terms, or agreements of any kind regarding your Restricted Units 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.

(c) Your Restricted Units are not Shares and do not give you the rights of a holder of Shares. You will not be credited with additional Restricted Units on account of any dividend paid on Shares.

(d) The Committee may, in its discretion, settle your Restricted Units in the form of Shares. To the extent the Committee does so, the Committee may, in its discretion, require you at any time to immediately sell Shares you acquire under this Agreement, in which case, the Company shall have the authority to issue sales instructions in relation to such Shares on your behalf. 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 United States securities laws and any other applicable securities laws.

(e) Payment pursuant to your Restricted Units 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. The grant of Restricted Units to you is not intended to be a public offering of securities outside the United States, and the Company has not submitted any registration statement, prospectus, or other securities filing with authorities outside the United States, except where required by law. Your Restricted Units have not been, and will not be, reviewed by or

 

5


registered with any securities authorities outside the United States, including but not limited to the securities authorities of Argentina. To the extent applicable, in accordance with Circular 99 of 2001, from Chile’s Superintendence of Securities, the grant of the Restricted Units hereunder is not intended to be a public offering of securities in Chile but instead is intended to be a private placement. To the extent this is a private placement in Chile, the Company has not submitted any registration statement, prospectus or other filings with the local securities authorities, and the Plan is not subject to the supervision of any securities authorities in Chile. This Agreement and all other materials pertaining to your Restricted Units have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to this offer. If you have any doubts about any of the contents of the materials pertaining to your Restricted Units, you should obtain independent professional investment advice.

(f) You agree to repatriate all payments under this Agreement (or, to the extent your Restricted Units are settled in Shares, cash attributable to Shares you acquire under this Agreement) to the extent required under any applicable legal requirements, such as foreign exchange rules and regulations in your country of residence or country of employment.

(g) Your Restricted Units are subject to the Company’s performance-based compensation recoupment policy in effect from time to time.

(h) Regardless of any action the Company or any Affiliate takes with respect to any or all tax withholding (including social insurance contributions and payment on account obligations, if any), you acknowledge that the ultimate liability for all such taxes is and remains your responsibility (or that of your beneficiary or estate) and that neither the Company nor any Affiliate makes any representations or undertakings regarding the treatment of any tax withholding in connection with any aspect of any of your Restricted Units, including the grant or payment on account of the Restricted Units, and that neither the Company nor any Affiliate commits to structure the terms of the grant of or any aspect of any Restricted Units to reduce or eliminate your (or you estate’s or any heir’s) liability for such tax. You agree to take any and all actions as may be required to comply with your personal tax obligations.

(i) If you are resident and/or employed in a country that is a member of the European Union, this Agreement is intended to comply with the provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Equal Treatment Rules”). To the extent that a court or tribunal of competent jurisdiction determines that any provision of this Agreement are invalid or unenforceable, in whole or in part, under the Equal Treatment Rules, the Committee, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.

(j) You agree that this Agreement and any other documents related to the Plan or your Restricted Units are to be presented to you in English, except where prohibited by law. If any such document is translated into a language other than English, the English version will control, to the extent permitted by applicable law.

(k) The collection, processing and transfer of your personal data (collectively “Data Handling”) is necessary for the Company’s administration of the Plan, this Agreement and your Restricted Units, and such Data Handling shall be done consistent with applicable law, the data privacy consents, if any, signed by you, the terms of your employment contract (if any) and/or your local company’s governing policies with respect to data privacy.

 

6


(l) In accepting this Agreement, you acknowledge, to the extent allowed by law, that:

(1) the Plan and this Agreement are each established voluntarily by the Company and its Affiliates, and that each is discretionary in nature and may be modified, suspended or terminated at any time, as provided in the Plan and this Agreement, respectively, and such change or the end of your participation in the Plan shall not constitute a change or impairment of the terms and conditions of your employment or give rise to any liability to you;

(2) the grant of your Restricted Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Units, or benefits in lieu of Restricted Units, even if Restricted Units have been granted repeatedly in the past;

(3) all decisions with respect to future Restricted Unit grants, if any, will be at the discretion of the Committee, including, but not limited to, the timing of any grants, the number of Restricted Units and vesting provisions;

(4) your participation in the Plan is voluntary;

(5) the Restricted Units are an extraordinary item which is outside the terms and conditions of your employment and the scope of your employment contract, if any;

(6) the Restricted Units are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;

(7) the Restricted Unit grant will not be interpreted to form an employment contract or relationship with any Affiliate or the Company, and you are not an employee of the Company;

(8) the future Closing Price of Shares is unknown and cannot be predicted with certainty;

(9) to the fullest extent permitted by law, no claim or entitlement to compensation or damages arises from termination of the Restricted Units or diminution in value of the Restricted Units and you irrevocably release the Company and each Affiliate from any such claim that may arise;

(10) in the event of the termination of your employment, neither your eligibility, nor any right to receive Restricted Units, nor any period within which payment may be made on account of your Restricted Units, if any, will be extended beyond the period specified under this Agreement by any notice period mandated under law ( e.g. , active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of the termination of your employment, your right to payment on account of your Restricted Units, if any, will not be extended by any notice period mandated under law; and

 

7


(11) you have been granted Restricted Units as a consequence of the commercial relationship between the Company and the Affiliate that employs you, and the Affiliate that employs you is your sole employer.

(m) The Company may impose other requirements as a condition of your Restricted Units, to the extent the Committee determines, in its discretion, that such other requirements are necessary or advisable in order to comply with law or facilitate the operation or administration of this Agreement, your Restricted Units, or the Plan. To the extent the Company determines in its discretion that you are required to execute any document or undertaking for this purpose, you agree to do so.

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 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. Post-Employment Terms Applicable to Insiders and Executive Officers .

(a) The terms of this Section 14 shall apply if you are an Insider at any time during the Period of Restriction for a Unit Tranche, notwithstanding any other terms of this Agreement, other than Section 3, to the contrary. If a Change of Control occurs prior to the finding described in Section 14(b), any applicable terms of Section 3 will supersede the terms of this Section 14.

(b) If the Committee reasonably finds that, at any time during the Period of Restriction, whether during your employment with the Company and its Affiliates or thereafter, you directly or indirectly owned any interest in, managed, controlled, participated in, consulted with, or rendered services, as an officer, director, employee, partner, member, consultant, independent contractor or agent, to any person or entities currently engaged in business activities which compete (or will compete based on the anticipated plans of the Company at the time of your employment termination) with the business of MetLife in the United States, United Arab Emirates, Hong Kong (Special Administrative Region of the People’s Republic of China), Argentina, United Kingdom and/or in any other country in which MetLife conducts business or has plans to conduct business during your employment or as of the date your employment terminated, then, to the maximum extent permissible by law, your Restricted Units will be immediately forfeit.

(c) Notwithstanding the terms of Section 11 to the contrary, this Section 14 will be construed in accordance with and governed by the laws of the State of New York, regardless of the law that might be applied under principles of conflict of laws.

15. Additional Terms .

(a) You acknowledge that, subject to the terms of Section 15(d) of this Agreement, the obligation to make each payment due under this Agreement, if any, shall be the obligation of the Global Affiliate. The obligation to make payments under this Agreement shall be unfunded and unsecured. In no event shall the Company be obligated to make payments due under this Agreement. The Global Affiliate and you agree and acknowledge that, to the extent consistent with applicable law, neither the Restricted Units, this Agreement, the Plan nor any rights, obligations, terms and conditions set forth therein or in connection therewith, constitute securities, negotiable instruments, or derivatives instruments or transactions.

 

8


(b) Payments pursuant to Section 3, which describe how a Change of Control during the Performance Period will affect your Restricted Units, will be made in your then-current payroll currency (or another currency of your choosing) at a reasonable U.S. currency exchange rate chosen in good faith by the Committee or the Paying Affiliate. Otherwise, any payment due to you will be made in your then-current payroll currency (or other currency of the Committee’s or Paying Affiliate’s choosing) at a United States currency exchange rate determined by the Committee or the Paying Affiliate in the discretion of the Committee or the Paying Affiliate.

(c) To the extent any separate or additional consideration is necessary under applicable law to effectuate the parties’ intentions to be bound by the terms of this Agreement, you agree to pay US$1.00 (One Dollar 00/100 currency of the United States) to the Global Affiliate, which shall not be refundable to you.

(d) Notwithstanding anything in this Agreement to the contrary, the Committee may, at any time prior to payment for your Restricted Units, in its sole discretion, find that the Company or an Affiliate has made an award to you intended to substitute for the Restricted Units (including but not limited to a contingent right to acquire Shares), and that such substitute award is subject to such material terms and conditions that are no less favorable than the material terms and conditions governing your Restricted Units and that provide for the same timing for payment as apply to your Restricted Units. Upon such a finding, the Committee may, in its sole discretion, cancel your Restricted Units in light of that substitute award without additional compensation to you.

IN WITNESS WHEREOF, the Global Affiliate has caused this agreement to be offered to you, and you have accepted this Agreement by the electronic means made available to you.

 

9

Exhibit 10.7

STOCK OPTION AGREEMENT

(Ratable Exercisability in Thirds)

MetLife, Inc. confirms that, on [grant date] (the “Grant Date”), it granted you, [name] , [number] Stock Options (your “Stock Options”). Your Stock Options are subject to the terms and conditions of this Stock Option Agreement (this “Agreement”) and the MetLife, Inc. 2015 Stock and Incentive Compensation Plan (the “Plan”).

1. Standard Exercise Terms .

(a) Each Stock Option entitles you to purchase one Share for $ [closing price on date of grant] per Share, the Closing Price on the Grant Date (the “Exercise Price”).

(b) Except as provided in Sections 2, 3, and 14, one-third (1/3) of your Stock Options will become exercisable on each of the first, second and third anniversaries of the Grant Date, and you may exercise your Stock Options until the close of business on [day prior to the tenth (10 th ) anniversary of the Grant Date] (the “Standard Terms”). Neither this date, nor any other deadline for exercise of your Stock Options under this Agreement, will be extended regardless of whether you are unable to exercise your Stock Options on that date because it is not a business day, due to trading limitations, or otherwise.

(c) You may exercise any of your Stock Options that have become exercisable by notifying the Company, using procedures that will be established for this purpose, and paying for the Shares at the time you exercise your Stock Options. You may exercise your Stock Options only if the price of Shares is greater than the Exercise Price. Any exercisable Stock Options that you fail to exercise within the applicable period for exercise will be forfeited.

(d) You may pay the Exercise Price in a form specified by the Committee. The value paid must have a value as of the date tendered that is at least equal to the Exercise Price, using a valuation method determined by the Committee.

(e) You must exercise your Stock Options in accordance with the Company’s insider trading policy and any applicable pre-trading clearance procedures. Your exercise of Stock Options or sale of Shares may be prohibited at certain times, or delayed, due to Share trading volume limitations imposed by the Company. The issuance of Shares pursuant to your Stock Options 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 upon exercise of any of your Stock Options if that issuance or exercise would result in a violation of applicable law, including the federal securities laws and any applicable state or foreign securities laws.

(f) The number of Shares issuable upon exercise of your Stock Options shall be reduced to the nearest whole Share. If you retain some or all of the Shares after you exercise your Stock Options, you will receive evidence of ownership of those Shares.

2. Change of Status . The terms of this Section 2 describe how various events affect your then-unexercised Stock Options, subject to Section 14. For purposes of this Section 2, your transfer between the Company and an Affiliate, or among Affiliates, will not be a termination of employment, but any other termination of employment with the Company or any of its Affiliates


(including the end of your employer’s status as an Affiliate) will be a termination of employment. The terms of this Section 2 shall apply as provided, except as otherwise determined by the Committee.

(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, or under another plan or arrangement designated for this purpose by the Committee, then (subject to Section 2(g)) the Standard Terms will continue to apply to your Stock Options. Once this Section 2(a) applies, then none of Sections 2(b), (c) or (f) will apply to your Stock Options, even if you subsequently return to active service.

(b) Death . In the event that your employment with the Company or an Affiliate terminates due to your death, all of your Stock Options will be immediately exercisable and will remain exercisable through the end of the period provided by the Standard Terms.

(c) Post-Employment Award Continuation .

(1) If your employment with the Company or an Affiliate terminates (other than for Cause) on or after your Rule of 65 Date, then (subject to Section 2(g)), the Standard Terms will continue to apply to your Stock Options; provided that , if the Committee finds that, any time prior to your exercise of each of your Stock Options, you have made statements that damage, disparage, or otherwise diminish the reputation or business of the Company. any of its Affiliates, or of any their respective employees, officers, directors, products, or services, with the exception of truthful statements that are compelled by law or otherwise authorized pursuant to legal or administrative processes, your Stock Options shall be forfeited.

(2) For this purpose:

(a) the “Rule of 65 Date” means the date that the sum of your total completed years of age plus total Service is equal to or greater than sixty-five (65), so long as your Service is equal to or greater than five (5); and

(b) “Service” means the aggregate number of completed years of employment with the Company and its Affiliates (solely during your employer’s status as an Affiliate), as conclusively determined by the Company without regard to any later determinations or findings regarding your employment status by any third party.

(d) Reserved .

(e) Termination for Cause . In the event that your employment with the Company or an Affiliate terminates for Cause, all of your Stock Options will be forfeited immediately.

(f) Other Termination of Employment . If none of Sections 2(a) through (e) applies, then:

(1) your Stock Options that are exercisable as of the date of termination will remain exercisable until the close of business on the 30 th day after the date of the termination of your employment or until they would expire under the Standard Terms, whichever period is shorter; and

 

2


(2) all of your Stock Options that are not exercisable at the date of termination of your employment with the Company or an Affiliate will be forfeited immediately upon your termination of employment.

(g) Forfeiture Under Conditions Potentially Covered by Code Section 457A.

(1) Unless the Committee determines otherwise, this Section 12(g) will apply to the extent that:

(a) Sections 2(a) or (c) apply to your Stock Options;

(b) the Company determines that you provided services to the Company or an Affiliate through an entity that would be deemed to be a “nonqualified entity” under Code Section 457A for any portion from the Grant Date to the date your Stock Options became exercisable (such period, the “457A Period”); and

(c) the Company determines that Code Section 457A potentially applies to your Stock Options.

(2) To the extent that this Section 12(g) applies to your Stock Options:

(a) the pro rata portion of your outstanding Stock Options represented by the 457A Period as a portion of the period from the Grant Date to the date your Stock Options became exercisable (the “457A Portion”) will be forfeited upon your termination of employment, unless the Company or an Affiliate offers you the opportunity to certify that you were not, during any portion of the period from the Grant Date to the date your Stock Options become exercisable, subject to income tax by the United States of America (the “United States”) and you so certify; and

(b) your Stock Options, other than the 457A Portion, will be subject to Sections 2(a) or (c) as otherwise applicable.

3. Change of Control .

(a) The terms of this Section 3 describe how a Change of Control will affect your then-unexercised Stock Options. If a Change of Control occurs prior to any of the events described in Section 2, or subsequent to the events described in Section 2(a) or (c), this Section 3 will supersede the terms of Section 2. If any of the events described in Section 2(b), (e), or (f) occurs prior to a Change of Control, the terms of Section 2(b), (e), or (f) will supersede the terms of this Section 3. Except as provided in Section 3(b) and 3(c), and unless otherwise prohibited under law or by applicable rules of a national security exchange, if a Change of Control occurs:

(1) all of your Stock Options that have not yet become exercisable will become exercisable immediately regardless of the applicable exercise schedule; and

(2) notwithstanding any provisions of Section 2 to the contrary, if your employment with the Company or any Affiliate terminates without Cause before the first anniversary of the Change of Control, your Stock Options will remain exercisable until the earlier of: (a) their expiration under the Standard Terms; or (b) the first anniversary of the termination of your employment. For purposes of this Section 3(a)(2), your transfer between the Company and an Affiliate, or among Affiliates, will not be a termination of employment.

 

3


(b) Notwithstanding Section 3(a), the Committee may elect to redeem your Stock Options for a cash payment equal to the Change of Control Price less the Exercise Price, multiplied by the number of exercisable Stock Options that you have not yet exercised.

(c) The terms of Sections 3(a) and (b) will not apply to your Stock Options if the Committee reasonably determines in good faith, prior to the Change of Control, that you have been granted an Alternative Award for your Stock Options pursuant to Section 15.2 of the Plan.

(d) To the extent Section 3(a) or (b) apply to your Stock Options, the terms of Section 2(g), except for Section 2(g)(2)(b), shall apply to your Stock Options or any payment made to you to redeem your Stock Options, provided, however, that the Company or an Affiliate shall offer you the opportunity to certify as described in Section 2(g)(2)(a). To the extent that Section 3(c) applies to your Stock Options, the Alternative Award you are granted shall substantially replicate the terms of Section 2(g), except for Section 2(g)(2)(b), provided, however, that the Company or an Affiliate shall be required to offer you the opportunity to certify as described in Section 2(g)(2)(a).

4. Nontransferability of Awards . Except as provided in Section 5 or otherwise permitted by the Committee, you may not sell, transfer, pledge, assign or otherwise alienate or hypothecate any of your Stock Options, and all rights with respect to your Stock Options are exercisable during your lifetime only by you.

5. Beneficiary Designation . To the extent permitted by the Committee, you may name one or more beneficiaries 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 or an Affiliate may withhold amounts it determines are necessary to satisfy tax withhold responsibilities by withholding amounts from payment made under this Agreement, or from other payments due to you to the extent permissible under law, an amount sufficient to satisfy the minimum statutory United States, state, local or other applicable tax withholding requirements. The Company will defer payment of cash or the issuance of Shares until this requirement is satisfied. The Company may satisfy this requirement by withholding Shares otherwise issuable based on a value per Share determined by the Company in its discretion.

7. Adjustments . The Committee will make appropriate adjustments in the terms and conditions of your Stock Options as provided in Section 4.2 of the Plan, and may make adjustments in the terms and conditions of your Stock Options as provided in Section 16.2 of the Plan. The Committee’s determinations in this regard will be conclusive.

8. Timing of Payment . Shares will be paid to you upon your exercise of any of your Stock Options.

 

4


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 Stock Options.

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 Affiliate 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 .

(a) For purposes of this Agreement, “Committee” includes any direct or indirect delegate of the Committee as defined in the Plan and (unless otherwise indicated) 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.

(b) 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 Stock Options. No promises, terms, or agreements of any kind regarding your Stock Options 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.

(c) Your Stock Options are not Shares and do not give you the rights of a holder of Shares. You will not be credited with additional Stock Options on account of any dividend paid on Shares.

(d) The Committee may, in its discretion, settle your Stock Options in the form of cash to the extent settlement in Shares is prohibited by law or would require you or the Company to obtain the approval of any governmental and/or regulatory body. The Committee may, in its discretion, require you at any time to immediately sell Shares you acquire under this Agreement, in which case, the Company shall have the authority to issue sales instructions in relation to such Shares on your behalf. 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 United States securities laws and any other applicable securities laws.

 

5


(e) The issuance of Shares or payment of cash pursuant to your Stock Options 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. The Company’s grant of Stock Options to you is not intended to be a public offering of securities outside the United States, and the Company has not submitted any registration statement, prospectus, or other securities filing with authorities outside the United States, except where required by law. Your Stock Options have not been, and will not be, reviewed by or registered with any securities authorities outside the United States, including but not limited to the securities authorities of Argentina. In accordance with Circular 99 of 2001, from Chile’s Superintendence of Securities, the grant of the Stock Options hereunder is not intended to be a public offering of securities in Chile but instead is intended to be a private placement. As this is a private placement in Chile, the Company has not submitted any registration statement, prospectus or other filings with the local securities authorities, and the Plan is not subject to the supervision of any securities authorities in Chile. This Agreement and all other materials pertaining to your Stock Options have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to this offer. If you have any doubts about any of the contents of the materials pertaining to your Stock Options, you should obtain independent professional investment advice.

(f) You agree to repatriate all payments under this Agreement or cash attributable to Shares you acquire under this Agreement to the extent required under any applicable legal requirements, such as foreign exchange rules and regulations in your country of residence or country of employment.

(g) Your Stock Options are subject to the Company’s performance-based compensation recoupment policy in effect from time to time.

(h) Regardless of any action the Company or any Affiliate takes with respect to any or all tax withholding (including social insurance contributions and payment on account obligations, if any), you acknowledge that the ultimate liability for all such taxes is and remains your responsibility (or that of your beneficiary or estate) and that neither the Company nor any Affiliate makes any representations or undertakings regarding the treatment of any tax withholding in connection with any aspect of any of your Stock Options, including the grant or payment on account of the Stock Options, and that neither the Company nor any Affiliate commits to structure the terms of the grant of or any aspect of any Stock Options to reduce or eliminate your (or you estate’s or any heir’s) liability for such tax. You agree to take any and all actions as may be required to comply with your personal tax obligations.

(i) If you are resident and/or employed in a country that is a member of the European Union, this Agreement is intended to comply with the provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Equal Treatment Rules”). To the extent that a court or tribunal of competent jurisdiction determines that any provision of this Agreement are invalid or unenforceable, in whole or in part, under the Equal Treatment Rules, the Committee, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.

(j) You agree that this Agreement and any other documents related to the Plan or your Stock Options are to be presented to you in English, except where prohibited by law. If any such document is translated into a language other than English, the English version will control, to the extent permitted by applicable law.

 

6


(k) The collection, processing and transfer of your personal data (collectively “Data Handling”) is necessary for the Company’s administration of the Plan, this Agreement and your Stock Options, and such Data Handling shall be done consistent with applicable law, the data privacy consents, if any, signed by you, the terms of your employment contract (if any) and/or your local company’s governing policies with respect to data privacy.

(l) In accepting this Agreement, you acknowledge, to the extent allowed by law, that:

(1) the Plan and this Agreement are each established voluntarily by the Company, and that each is discretionary in nature and may be modified, suspended or terminated at any time, as provided in the Plan and this Agreement, respectively, and such change or the end of your participation in the Plan shall not constitute a change or impairment of the terms and conditions of your employment or give rise to any liability to you;

(2) the grant of your Stock Options is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Options, or benefits in lieu of Stock Options, even if Stock Options have been granted repeatedly in the past;

(3) all decisions with respect to future Stock Option grants, if any, will be at the discretion of the Committee, including, but not limited to, the timing of any grants, the number of Stock Options and vesting provisions;

(4) your participation in the Plan is voluntary;

(5) the Stock Options are an extraordinary item which is outside the terms and conditions of your employment and the scope of your employment contract, if any;

(6) the Stock Options are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;

(7) the Stock Option grant will not be interpreted to form an employment contract or relationship with any Affiliate or the Company, and you are not an employee of the Company;

(8) the future Closing Price of Shares is unknown and cannot be predicted with certainty;

(9) to the fullest extent permitted by law, no claim or entitlement to compensation or damages arises from termination of the Stock Options or diminution in value of the Stock Options and you irrevocably release the Company and each Affiliate from any such claim that may arise;

(10) in the event of the termination of your employment, neither your eligibility, nor any right to receive Stock Options, nor any period within which payment may be made on

 

7


account of your Stock Options, if any, will be extended beyond the period specified under this Agreement by any notice period mandated under law ( e.g. , active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of the termination of your employment, your right to payment on account of your Stock Options, if any, will not be extended by any notice period mandated under law; and

(11) you have been granted Stock Options as a consequence of the commercial relationship between the Company and the Affiliate that employs you, and the Affiliate that employs you is your sole employer.

(m) The Company may impose other requirements as a condition of your Stock Options, to the extent the Committee determines, in its discretion, that such other requirements are necessary or advisable in order to comply with law or facilitate the operation or administration of this Agreement, your Stock Options, or the Plan. To the extent the Company determines in its discretion that you are required to execute any document or undertaking for this purpose, you agree to do so.

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 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. Post-Employment Terms Applicable to Insiders .

(a) The terms of this Section 14 shall apply if you are an Insider at any time prior to your exercise of each of your Stock Options, notwithstanding any other terms of this Agreement, other than Section 3, to the contrary. If a Change of Control occurs prior to the finding described in Section 14(b), any applicable terms of Section 3 will supersede the terms of this Section 14.

(b) If the Committee reasonably finds that, at any time prior to your exercise of each of your Stock Options, whether during your employment with the Company and its Affiliates or thereafter, you directly or indirectly owned any interest in, managed, controlled, participated in, consulted with, or rendered services, as an officer, director, employee, partner, member, consultant, independent contractor or agent, to any person or entities currently engaged in business activities which compete (or will compete based on the anticipated plans of the Company at the time of your employment termination) with the business of MetLife in the United States, United Arab Emirates, Hong Kong (Special Administrative Region of the People’s Republic of China), Argentina, United Kingdom and/or in any other country in which MetLife conducts business or has plans to conduct business during your employment or as of the date your employment terminated, then, to the maximum extent permissible by law, all of your Stock Options not yet exercised will be forfeited immediately.

(c) Notwithstanding the terms of Section 11 to the contrary, this Section 14 will be construed in accordance with and governed by the laws of the State of New York, regardless of the law that might be applied under principles of conflict of laws.

 

8


15. Agreement to Protect Corporate Property . If you have not previously executed an Agreement to Protect Corporate Property acceptable to the Company (“Property Agreement”), the grant of your Stock Options is subject to your execution of the Property Agreement provided to you by the Company with respect to this Agreement. If you do not return a signed copy of the Property Agreement then this Agreement and the Stock Options 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, MetLife, Inc. has caused this agreement to be offered to you, and you have accepted this Agreement by the electronic means made available to you.

 

9

Exhibit 10.8

STOCK OPTION AGREEMENT

(Three-Year “Cliff” Exercisability)

MetLife, Inc. confirms that, on [grant date] (the “Grant Date”), it granted you, [name] , [number] Stock Options (your “Stock Options”). Your Stock Options are subject to the terms and conditions of this Stock Option Agreement (this “Agreement”) and the MetLife, Inc. 2015 Stock and Incentive Compensation Plan (the “Plan”).

1. Standard Exercise Terms .

(a) Each Stock Option entitles you to purchase one Share for $ [closing price on date of grant] per Share, the Closing Price on the Grant Date (the “Exercise Price”).

(b) Except as provided in Sections 2, 3, and 14, each of your Stock Options will become exercisable on the third anniversary of the Grant Date, and you may exercise your Stock Options until the close of business on [day prior to the tenth (10 th ) anniversary of the Grant Date] (the “Standard Terms”). Neither this date, nor any other deadline for exercise of your Stock Options under this Agreement, will be extended regardless of whether you are unable to exercise your Stock Options on that date because it is not a business day, due to trading limitations, or otherwise.

(c) You may exercise any of your Stock Options that have become exercisable by notifying the Company, using procedures that will be established for this purpose, and paying for the Shares at the time you exercise your Stock Options. You may exercise your Stock Options only if the price of Shares is greater than the Exercise Price. Any exercisable Stock Options that you fail to exercise within the applicable period for exercise will be forfeited.

(d) You may pay the Exercise Price in a form specified by the Committee. The value paid must have a value as of the date tendered that is at least equal to the Exercise Price, using a valuation method determined by the Committee.

(e) You must exercise your Stock Options in accordance with the Company’s insider trading policy and any applicable pre-trading clearance procedures. Your exercise of Stock Options or sale of Shares may be prohibited at certain times, or delayed, due to Share trading volume limitations imposed by the Company. The issuance of Shares pursuant to your Stock Options 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 upon exercise of any of your Stock Options if that issuance or exercise would result in a violation of applicable law, including the federal securities laws and any applicable state or foreign securities laws.

(f) The number of Shares issuable upon exercise of your Stock Options shall be reduced to the nearest whole Share. If you retain some or all of the Shares after you exercise your Stock Options, you will receive evidence of ownership of those Shares.

2. Change of Status . The terms of this Section 2 describe how various events affect your then-unexercised Stock Options, subject to Section 14. For purposes of this Section 2, your transfer between the Company and an Affiliate, or among Affiliates, will not be a termination of employment, but any other termination of employment with the Company or any of its Affiliates


(including the end of your employer’s status as an Affiliate) will be a termination of employment. The terms of this Section 2 shall apply as provided, except as otherwise determined by the Committee.

(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, or under another plan or arrangement designated for this purpose by the Committee, then (subject to Section 2(g)) the Standard Terms will continue to apply to your Stock Options. Once this Section 2(a) applies, then none of Sections 2(b), (c) or (f) will apply to your Stock Options, even if you subsequently return to active service.

(b) Death . In the event that your employment with the Company or an Affiliate terminates due to your death, all of your Stock Options will be immediately exercisable and will remain exercisable until the close of business on the Expiration Date.

(c) Post-Employment Award Continuation .

(1) If your employment with the Company or an Affiliate terminates (other than for Cause) on or after your Rule of 65 Date, then (subject to Section 2(g)), the Standard Terms will continue to apply to your Stock Options; provided that , if the Committee finds that, any time prior to your exercise of each of your Stock Options, you have made statements that damage, disparage, or otherwise diminish the reputation or business of the Company. any of its Affiliates, or of any their respective employees, officers, directors, products, or services, with the exception of truthful statements that are compelled by law or otherwise authorized pursuant to legal or administrative processes, your Performance Shares shall be forfeited.

(2) For this purpose:

(a) the “Rule of 65 Date” means the date that the sum of your total completed years of age plus total Service is equal to or greater than sixty-five (65), so long as your Service is equal to or greater than five (5); and

(b) “Service” means the aggregate number of completed years of employment with the Company and its Affiliates (solely during your employer’s status as an Affiliate), as conclusively determined by the Company without regard to any later determinations or findings regarding your employment status by any third party.

(d) Reserved .

(e) Termination for Cause . In the event that your employment with the Company or an Affiliate terminates for Cause, all of your Stock Options will be forfeited immediately.

(f) Other Termination of Employment . If none of Sections 2(a) through (e) applies, then:

(1) your Stock Options that are exercisable as of the date of the termination of your employment will remain exercisable until the close of business on the 30 th day after the date of your termination or until they would expire under the Standard Terms, whichever period is shorter; and

 

2


(2) all of your Stock Options that are not exercisable at the date of termination of your employment with the Company or an Affiliate will be forfeited immediately upon your termination of employment.

(g) Forfeiture Under Conditions Potentially Covered by Code Section 457A.

(1) Unless the Committee determines otherwise, this Section 12(g) will apply to the extent that:

(a) Sections 2(a) or (c) apply to your Stock Options;

(b) the Company determines that you provided services to the Company or an Affiliate through an entity that would be deemed to be a “nonqualified entity” under Code Section 457A for any portion from the Grant Date to the date your Stock Options became exercisable (such period, the “457A Period”); and

(c) the Company determines that Code Section 457A potentially applies to your Stock Options.

(2) To the extent that this Section 12(g) applies to your Stock Options:

(a) the pro rata portion of your outstanding Stock Options represented by the 457A Period as a portion of the period from the Grant Date to the date your Stock Options became exercisable (the “457A Portion”) will be forfeited upon your termination of employment, unless the Company or an Affiliate offers you the opportunity to certify that you were not, during any portion of the period from the Grant Date to the date your Stock Options became exercisable, subject to income tax by the United States of America (the “United States”) and you so certify; and

(b) your Stock Options, other than the 457A Portion, will be subject to Sections 2(a) or (c) as otherwise applicable.

3. Change of Control .

(a) The terms of this Section 3 describe how a Change of Control will affect your then-unexercised Stock Options. If a Change of Control occurs prior to any of the events described in Section 2, or subsequent to the events described in Section 2(a) or (c), this Section 3 will supersede the terms of Section 2. If any of the events described in Section 2(b), (e), or (f) occurs prior to a Change of Control, the terms of Section 2(b), (e), or (f) will supersede the terms of this Section 3. Except as provided in Section 3(b) and 3(c), and unless otherwise prohibited under law or by applicable rules of a national security exchange, if a Change of Control occurs:

(1) all of your Stock Options that have not yet become exercisable will become exercisable immediately regardless of the applicable exercise schedule; and

(2) notwithstanding any provisions of Section 2 to the contrary, if your employment with the Company or any Affiliate terminates without Cause before the first anniversary of the Change of Control, your Stock Options will remain exercisable until the earlier of: (a) their expiration under the Standard Terms; or (b) the first anniversary of the termination of your employment. For purposes of this Section 3(a)(2), your transfer between the Company and an Affiliate, or among Affiliates, will not be a termination of employment.

 

3


(b) Notwithstanding Section 3(a), the Committee may elect to redeem your Stock Options for a cash payment equal to the Change of Control Price less the Exercise Price, multiplied by the number of exercisable Stock Options that you have not yet exercised.

(c) The terms of Sections 3(a) and (b) will not apply to your Stock Options if the Committee reasonably determines in good faith, prior to the Change of Control, that you have been granted an Alternative Award for your Stock Options pursuant to Section 15.2 of the Plan.

(d) To the extent Section 3(a) or (b) apply to your Stock Options, the terms of Section 2(g), except for Section 2(g)(2)(b), shall apply to your Stock Options or any payment made to you to redeem your Stock Options, provided, however, that the Company or an Affiliate shall offer you the opportunity to certify as described in Section 2(g)(2)(a). To the extent that Section 3(c) applies to your Stock Options, the Alternative Award you are granted shall substantially replicate the terms of Section 2(g), except for Section 2(g)(2)(b), provided, however, that the Company or an Affiliate shall be required to offer you the opportunity to certify as described in Section 2(g)(2)(a).

4. Nontransferability of Awards . Except as provided in Section 5 or otherwise permitted by the Committee, you may not sell, transfer, pledge, assign or otherwise alienate or hypothecate any of your Stock Options, and all rights with respect to your Stock Options are exercisable during your lifetime only by you.

5. Beneficiary Designation . To the extent permitted by the Committee, you may name one or more beneficiaries 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 or an Affiliate may withhold amounts it determines are necessary to satisfy tax withhold responsibilities by withholding amounts from payment made under this Agreement, or from other payments due to you to the extent permissible under law, an amount sufficient to satisfy the minimum statutory United States, state, local or other applicable tax withholding requirements. The Company will defer payment of cash or the issuance of Shares until this requirement is satisfied. The Company may satisfy this requirement by withholding Shares otherwise issuable based on a value per Share determined by the Company in its discretion.

7. Adjustments . The Committee will make appropriate adjustments in the terms and conditions of your Stock Options as provided in Section 4.2 of the Plan, and may make adjustments in the terms and conditions of your Stock Options as provided in Section 16.2 of the Plan. The Committee’s determinations in this regard will be conclusive.

8. Timing of Payment . Shares will be paid to you upon your exercise of any of your Stock Options.

 

4


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 Stock Options.

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 Affiliate 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 .

(a) For purposes of this Agreement, “Committee” includes any direct or indirect delegate of the Committee as defined in the Plan and (unless otherwise indicated) 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.

(b) 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 Stock Options. No promises, terms, or agreements of any kind regarding your Stock Options 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.

(c) Your Stock Options are not Shares and do not give you the rights of a holder of Shares. You will not be credited with additional Stock Options on account of any dividend paid on Shares.

(d) The Committee may, in its discretion, settle your Stock Options in the form of cash to the extent settlement in Shares is prohibited by law or would require you or the Company to obtain the approval of any governmental and/or regulatory body. The Committee may, in its discretion, require you at any time to immediately sell Shares you acquire under this Agreement, in which case, the Company shall have the authority to issue sales instructions in relation to such Shares on your behalf. 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 United States securities laws and any other applicable securities laws.

 

5


(e) The issuance of Shares or payment of cash pursuant to your Stock Options 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. The Company’s grant of Stock Options to you is not intended to be a public offering of securities outside the United States, and the Company has not submitted any registration statement, prospectus, or other securities filing with authorities outside the United States, except where required by law. Your Stock Options have not been, and will not be, reviewed by or registered with any securities authorities outside the United States, including but not limited to the securities authorities of Argentina. In accordance with Circular 99 of 2001, from Chile’s Superintendence of Securities, the grant of the Stock Options hereunder is not intended to be a public offering of securities in Chile but instead is intended to be a private placement. As this is a private placement in Chile, the Company has not submitted any registration statement, prospectus or other filings with the local securities authorities, and the Plan is not subject to the supervision of any securities authorities in Chile. This Agreement and all other materials pertaining to your Stock Options have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to this offer. If you have any doubts about any of the contents of the materials pertaining to your Stock Options, you should obtain independent professional investment advice.

(f) You agree to repatriate all payments under this Agreement or cash attributable to Shares you acquire under this Agreement to the extent required under any applicable legal requirements, such as foreign exchange rules and regulations in your country of residence or country of employment.

(g) Your Stock Options are subject to the Company’s performance-based compensation recoupment policy in effect from time to time.

(h) Regardless of any action the Company or any Affiliate takes with respect to any or all tax withholding (including social insurance contributions and payment on account obligations, if any), you acknowledge that the ultimate liability for all such taxes is and remains your responsibility (or that of your beneficiary or estate) and that neither the Company nor any Affiliate makes any representations or undertakings regarding the treatment of any tax withholding in connection with any aspect of any of your Stock Options, including the grant or payment on account of the Stock Options, and that neither the Company nor any Affiliate commits to structure the terms of the grant of or any aspect of any Stock Options to reduce or eliminate your (or you estate’s or any heir’s) liability for such tax. You agree to take any and all actions as may be required to comply with your personal tax obligations.

(i) If you are resident and/or employed in a country that is a member of the European Union, this Agreement is intended to comply with the provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Equal Treatment Rules”). To the extent that a court or tribunal of competent jurisdiction determines that any provision of this Agreement are invalid or unenforceable, in whole or in part, under the Equal Treatment Rules, the Committee, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.

(j) You agree that this Agreement and any other documents related to the Plan or your Stock Options are to be presented to you in English, except where prohibited by law. If any such document is translated into a language other than English, the English version will control, to the extent permitted by applicable law.

 

6


(k) The collection, processing and transfer of your personal data (collectively “Data Handling”) is necessary for the Company’s administration of the Plan, this Agreement and your Stock Options, and such Data Handling shall be done consistent with applicable law, the data privacy consents, if any, signed by you, the terms of your employment contract (if any) and/or your local company’s governing policies with respect to data privacy.

(l) In accepting this Agreement, you acknowledge, to the extent allowed by law, that:

(1) the Plan and this Agreement are each established voluntarily by the Company, and that each is discretionary in nature and may be modified, suspended or terminated at any time, as provided in the Plan and this Agreement, respectively, and such change or the end of your participation in the Plan shall not constitute a change or impairment of the terms and conditions of your employment or give rise to any liability to you;

(2) the grant of your Stock Options is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Options, or benefits in lieu of Stock Options, even if Stock Options have been granted repeatedly in the past;

(3) all decisions with respect to future Stock Option grants, if any, will be at the discretion of the Committee, including, but not limited to, the timing of any grants, the number of Stock Options and vesting provisions;

(4) your participation in the Plan is voluntary;

(5) the Stock Options are an extraordinary item which is outside the terms and conditions of your employment and the scope of your employment contract, if any;

(6) the Stock Options are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;

(7) the Stock Option grant will not be interpreted to form an employment contract or relationship with any Affiliate or the Company, and you are not an employee of the Company;

(8) the future Closing Price of Shares is unknown and cannot be predicted with certainty;

(9) to the fullest extent permitted by law, no claim or entitlement to compensation or damages arises from termination of the Stock Options or diminution in value of the Stock Options and you irrevocably release the Company and each Affiliate from any such claim that may arise;

(10) in the event of the termination of your employment, neither your eligibility, nor any right to receive Stock Options, nor any period within which payment may be made on

 

7


account of your Stock Options, if any, will be extended beyond the period specified under this Agreement by any notice period mandated under law ( e.g. , active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of the termination of your employment, your right to payment on account of your Stock Options, if any, will not be extended by any notice period mandated under law; and

(11) you have been granted Stock Options as a consequence of the commercial relationship between the Company and the Affiliate that employs you, and the Affiliate that employs you is your sole employer.

(m) The Company may impose other requirements as a condition of your Stock Options, to the extent the Committee determines, in its discretion, that such other requirements are necessary or advisable in order to comply with law or facilitate the operation or administration of this Agreement, your Stock Options, or the Plan. To the extent the Company determines in its discretion that you are required to execute any document or undertaking for this purpose, you agree to do so.

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 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. Post-Employment Terms Applicable to Insiders .

(a) The terms of this Section 14 shall apply if you are an Insider at any time prior to your exercise of each of your Stock Options, notwithstanding any other terms of this Agreement, other than Section 3, to the contrary. If a Change of Control occurs prior to the finding described in Section 14(b), any applicable terms of Section 3 will supersede the terms of this Section 14.

(b) If the Committee reasonably finds that, at any time prior to your exercise of each of your Stock Options, whether during your employment with the Company and its Affiliates or thereafter, you directly or indirectly owned any interest in, managed, controlled, participated in, consulted with, or rendered services, as an officer, director, employee, partner, member, consultant, independent contractor or agent, to any person or entities currently engaged in business activities which compete (or will compete based on the anticipated plans of the Company at the time of your employment termination) with the business of MetLife in the United States, United Arab Emirates, Hong Kong (Special Administrative Region of the People’s Republic of China), Argentina, United Kingdom and/or in any other country in which MetLife conducts business or has plans to conduct business during your employment or as of the date your employment terminated, then, to the maximum extent permissible by law, all of your Stock Options not yet exercised will be forfeited immediately.

(c) Notwithstanding the terms of Section 11 to the contrary, this Section 14 will be construed in accordance with and governed by the laws of the State of New York, regardless of the law that might be applied under principles of conflict of laws.

 

8


15. Agreement to Protect Corporate Property . If you have not previously executed an Agreement to Protect Corporate Property acceptable to the Company (“Property Agreement”), the grant of your Stock Options is subject to your execution of the Property Agreement provided to you by the Company with respect to this Agreement. If you do not return a signed copy of the Property Agreement then this Agreement and the Stock Options 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, MetLife, Inc. has caused this agreement to be offered to you, and you have accepted this Agreement by the electronic means made available to you.

 

9

Exhibit 10.9

UNIT OPTION AGREEMENT

(Ratable Exercisability in Thirds)

[Global Affiliate] (the “Global Affiliate”) confirms that, on [grant date] (the “Grant Date”), you [name] were granted [number] Unit Options (your “Unit Options”). Your Unit Options are subject to the terms and conditions of this Unit Option Agreement (this “Agreement”) and the MetLife, Inc. 2015 Stock and Incentive Compensation Plan (the “Plan”) as a form of Stock Appreciation Rights. Any payment due under this Agreement may be made by any one or more Affiliates (the “Paying Affiliate”).

1. Standard Exercise Terms .

(a) Each Unit Option entitles you, upon exercise, to receive a cash payment equal to the Market Price of a Share less the Closing Price on the Grant Date (the “Exercise Price”), which was $ [closing price on date of grant] . For this purpose, “Market Price” means, unless otherwise prescribed by the Committee:

(1) if you exercise the Unit Option during the trading hours of 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), the price of a Share as reported in the principal consolidated transaction reporting system for the New York Stock Exchange (or on such other quotation system).

(2) if you exercise the Unit Option at any other time, the opening price of a Share at the beginning of the next trading hours of 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), the price of a Share as reported in the principal consolidated transaction reporting system for the New York Stock Exchange (or on such other quotation system).

(b) Except as provided in Sections 2, 3, and 14 one-third (1/3) of your Unit Options will become exercisable on each of the first, second and third anniversaries of the Grant Date, and you may exercise your Unit Options until the close of business on [day prior to the tenth (10 th ) anniversary of the Grant Date] (the “Standard Terms”). Neither this date, nor any other deadline for exercise of your Unit Options under this Agreement, will be extended regardless of whether you are unable to exercise your Unit Options on that date because it is not a business day, due to trading limitations, or otherwise.

(c) You may exercise any of your Unit Options that have become exercisable by notifying the Company, using procedures that will be established for this purpose. You may exercise your Unit Options only if the Market Price of Shares is greater than the Exercise Price. Any exercisable Unit Options that you fail to exercise within the applicable period for exercise will be forfeited.

(d). Reserved.

(e) You must exercise your Unit Options in accordance with the Company’s insider trading policy and any applicable pre-trading clearance procedures. Payment pursuant to your Unit Options 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 payment will be


made upon exercise of any of your Unit Options if that issuance or exercise would result in a violation of applicable law, including the federal securities laws and any applicable state or foreign securities laws.

2. Change of Status . The terms of this Section 2 describe how various events affect your then-unexercised Unit Options, subject to Section 14. For purposes of this Section 2, your transfer between the Company and an Affiliate, or among Affiliates, will not be a termination of employment, but any other termination of employment with the Company or any of its Affiliates (including the end of your employer’s status as an Affiliate) will be a termination of employment. The terms of this Section 2 shall apply as provided, except as otherwise determined by the Committee.

(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, or under another plan or arrangement designated for this purpose by the Committee, then (subject to Section 2(g)) the Standard Terms will continue to apply to your Unit Options. Once this Section 2(a) applies, then none of Sections 2(b), (c) or (f) will apply to your Unit Options, even if you subsequently return to active service.

(b) Death . In the event that your employment with the Company or an Affiliate terminates due to your death, all of your Unit Options will be immediately exercisable and will remain exercisable through the end of the period provided by the Standard Terms.

(c) Post-Employment Award Continuation .

(1) If your employment with the Company or an Affiliate terminates (other than for Cause) on or after your Rule of 65 Date, then (subject to Section 2(g)), the Standard Terms will continue to apply to your Unit Options; provided that , if the Committee finds that, any time prior to your exercise of each of your Unit Options, you have made statements that damage, disparage, or otherwise diminish the reputation or business of the Company. any of its Affiliates, or of any their respective employees, officers, directors, products, or services, with the exception of truthful statements that are compelled by law or otherwise authorized pursuant to legal or administrative processes, your Unit Options shall be forfeited.

(2) For this purpose:

(a) the “Rule of 65 Date” means the date that the sum of your total completed years of age plus total Service is equal to or greater than sixty-five (65), so long as your Service is equal to or greater than five (5); and

(b) “Service” means the aggregate number of completed years of employment with the Company and its Affiliates (solely during your employer’s status as an Affiliate), as conclusively determined by the Company without regard to any later determinations or findings regarding your employment status by any third party.

(d) Reserved .

(e) Termination for Cause . In the event that your employment with the Company or an Affiliate terminates for Cause, all of your Unit Options will be forfeited immediately.

 

2


(f) Other Termination of Employment . If none of Sections 2(a) through (e) applies, then:

(1) your Unit Options that are exercisable as of the date of the termination of your employment will remain exercisable until the close of business on the 30 th day after the date of your termination or until they would expire under the Standard Terms, whichever period is shorter; and

(2) all of your Unit Options that are not exercisable at the date of termination of your employment with the Company or an Affiliate will be forfeited immediately upon your termination of employment.

(g) Forfeiture Under Conditions Potentially Covered by Code Section 457A.

(1) Unless the Committee determines otherwise, this Section 12(g) will apply to the extent that:

(a) Sections 2(a) or (c) apply to your Unit Options;

(b) the Company determines that you provided services to the Company or an Affiliate through an entity that would be deemed to be a “nonqualified entity” under Code Section 457A for any portion from the Grant Date to the date your Unit Options became exercisable (such period, the “457A Period”); and

(c) the Company determines that Code Section 457A potentially applies to your Unit Options.

(2) To the extent that this Section 12(g) applies to your Unit Options:

(a) the pro rata portion of your outstanding Unit Options represented by the 457A Period as a portion of the period from the Grant Date to the date your Unit Options became exercisable (the “457A Portion”) will be forfeited upon your termination of employment, unless the Company or an Affiliate offers you the opportunity to certify that you were not, during any portion of the period from the Grant Date to the date your Unit Options became exercisable, subject to income tax by the United States of America (the “United States”) and you so certify; and

(b) your Unit Options, other than the 457A Portion, will be subject to Sections 2(a) or (c) as otherwise applicable.

 

3


3. Change of Control .

(a) The terms of this Section 3 describe how a Change of Control will affect your then-unexercised Unit Options. If a Change of Control occurs prior to any of the events described in Section 2, or subsequent to the events described in Section 2(a) or (c), this Section 3 will supersede the terms of Section 2. If any of the events described in Section 2(b), (e), or (f) occurs prior to a Change of Control, the terms of Section 2(b), (e), or (f) will supersede the terms of this Section 3. Except as provided in Section 3(b) and 3(c), and unless otherwise prohibited under law or by applicable rules of a national security exchange, if a Change of Control occurs:

(1) all of your unexercised Unit Options will become exercisable immediately regardless of the applicable exercise schedule; and

(2) notwithstanding any provisions of Section 2 to the contrary, if your employment with the Company or any Affiliate terminates without Cause before the first anniversary of the Change of Control, your Unit Options will remain exercisable until the earlier of: (a) their expiration under the Standard Terms; or (b) the first anniversary of the termination of your employment. For purposes of this Section 3(a)(2), your transfer between the Company and an Affiliate, or among Affiliates, will not be a termination of employment.

(b) Notwithstanding Section 3(a), the Committee may elect to redeem your Unit Options for a cash payment equal to the Change of Control Price less the Exercise Price, multiplied by the number of exercisable Unit Options that you have not yet exercised.

(c) The terms of Sections 3(a) and (b) will not apply to your Unit Options if the Committee reasonably determines in good faith, prior to the Change of Control, that you have been granted an Alternative Award for your Unit Options pursuant to Section 15.2 of the Plan.

(d) To the extent Section 3(a) or (b) apply to your Unit Options, the terms of Section 2(g), except for Section 2(g)(2)(b), shall apply to your Unit Options or any payment made to you to redeem your Unit Options, provided, however, that the Company or an Affiliate shall offer you the opportunity to certify as described in Section 2(g)(2)(a). To the extent that Section 3(c) applies to your Unit Options, the Alternative Award you are granted shall substantially replicate the terms of Section 2(g), except for Section 2(g)(2)(b), provided, however, that the Company or an Affiliate shall be required to offer you the opportunity to certify as described in Section 2(g)(2)(a).

4. Nontransferability of Awards . Except as provided in Section 5 or otherwise permitted by the Committee, you may not sell, transfer, pledge, assign or otherwise alienate or hypothecate any of your Unit Options, and all rights with respect to your Unit Options are exercisable during your lifetime only by you.

5. Estate . Your rights under this Agreement will pass to and may be exercised after your death by your estate, except as otherwise required by law. Any payments remaining unpaid at your death will be paid to your estate, except as otherwise required by law.

6. Tax Withholding . The Company or an Affiliate may withhold amounts it determines are necessary to satisfy tax withhold responsibilities by withholding amounts from payment made under this Agreement, or from other payments due to you to the extent permissible under

 

4


law, an amount sufficient to satisfy the minimum statutory United States, state, local or other applicable tax withholding requirements. The Company will defer payment until this requirement is satisfied.

7. Adjustments . The Committee will make appropriate adjustments in the terms and conditions of your Unit Options as provided in Section 4.2 of the Plan, and may make adjustments in the terms and conditions of your Unit Options as provided in Section 16.2 of the Plan. The Committee’s determinations in this regard will be conclusive.

8. Timing of Payment . Cash will be paid to you upon your exercise of any of your Unit Options.

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 Unit Options.

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 Affiliate 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 .

(a) For purposes of this Agreement, “Committee” includes any direct or indirect delegate of the Committee as defined in the Plan and (unless otherwise indicated) 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.

(b) 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 Unit Options. No promises, terms, or agreements of any kind regarding your Unit Options 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.

 

5


(c) Your Unit Options are not Shares and do not give you the rights of a holder of Shares. You will not be credited with additional Unit Options on account of any dividend paid on Shares.

(d) The Committee may, in its discretion, settle your Unit Options in the form of Shares. To the extent the Committee does so, the Committee may, in its discretion, settle your Unit Options in the form of cash to the extent settlement in Shares is prohibited by law or would require you or the Company to obtain the approval of any governmental and/or regulatory body. The Committee may, in its discretion, require you at any time to immediately sell Shares you acquire under this Agreement, in which case, the Company shall have the authority to issue sales instructions in relation to such Shares on your behalf. 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 United States securities laws and any other applicable securities laws.

(e) Payment pursuant to your Unit Options 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. The Company’s grant of Unit Options to you is not intended to be a public offering of securities outside the United States, and the Company has not submitted any registration statement, prospectus, or other securities filing with authorities outside the United States, except where required by law. Your Unit Options have not been, and will not be, reviewed by or registered with any securities authorities outside the United States, including but not limited to the securities authorities of Argentina. To the extent applicable, in accordance with Circular 99 of 2001, from Chile’s Superintendence of Securities, the grant of the Unit Options hereunder is not intended to be a public offering of securities in Chile but instead is intended to be a private placement. To the extent this is a private placement in Chile, the Company has not submitted any registration statement, prospectus or other filings with the local securities authorities, and the Plan is not subject to the supervision of any securities authorities in Chile. This Agreement and all other materials pertaining to your Unit Options have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to this offer. If you have any doubts about any of the contents of the materials pertaining to your Unit Options, you should obtain independent professional investment advice.

(f) You agree to repatriate all payments under this Agreement or cash attributable to Shares you acquire under this Agreement to the extent required under any applicable legal requirements, such as foreign exchange rules and regulations in your country of residence or country of employment.

(g) Your Unit Options are subject to the Company’s performance-based compensation recoupment policy in effect from time to time.

(h) Regardless of any action the Company or any Affiliate takes with respect to any or all tax withholding (including social insurance contributions and payment on account obligations, if any), you acknowledge that the ultimate liability for all such taxes is and remains your responsibility (or that of your beneficiary or estate) and that neither the Company nor any Affiliate makes any representations or undertakings regarding the treatment of any tax withholding in connection with any aspect of any of your Unit Options, including the grant or payment on account of the Unit Options, and that neither the Company nor any Affiliate commits to structure the terms of the grant of or any aspect of any Unit Options to reduce or eliminate your (or you estate’s or any heir’s) liability for such tax. You agree to take any and all actions as may be required to comply with your personal tax obligations.

 

6


(i) If you are resident and/or employed in a country that is a member of the European Union, this Agreement is intended to comply with the provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Equal Treatment Rules”). To the extent that a court or tribunal of competent jurisdiction determines that any provision of this Agreement are invalid or unenforceable, in whole or in part, under the Equal Treatment Rules, the Committee, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.

(j) You agree that this Agreement and any other documents related to the Plan or your Unit Options are to be presented to you in English, except where prohibited by law. If any such document is translated into a language other than English, the English version will control, to the extent permitted by applicable law.

(k) The collection, processing and transfer of your personal data (collectively “Data Handling”) is necessary for the Company’s administration of the Plan, this Agreement and your Unit Options, and such Data Handling shall be done consistent with applicable law, the data privacy consents, if any, signed by you, the terms of your employment contract (if any) and/or your local company’s governing policies with respect to data privacy.

(l) In accepting this Agreement, you acknowledge, to the extent allowed by law, that:

(1) the Plan and this Agreement are each established voluntarily by the Company and its Affiliates, and that each is discretionary in nature and may be modified, suspended or terminated at any time, as provided in the Plan and this Agreement, respectively, and such change or the end of your participation in the Plan shall not constitute a change or impairment of the terms and conditions of your employment or give rise to any liability to you;

(2) the grant of your Unit Options is voluntary and occasional and does not create any contractual or other right to receive future grants of Unit Options, or benefits in lieu of Unit Options, even if Unit Options have been granted repeatedly in the past;

(3) all decisions with respect to future Option grants, if any, will be at the discretion of the Committee, including, but not limited to, the timing of any grants, the number of Unit Options and vesting provisions;

(4) your participation in the Plan is voluntary;

(5) the Unit Options are an extraordinary item which is outside the terms and conditions of your employment and the scope of your employment contract, if any;

(6) the Unit Options are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;

 

7


(7) the Option grant will not be interpreted to form an employment contract or relationship with any Affiliate or the Company, and you are not an employee of the Company;

(8) the future Closing Price of Shares is unknown and cannot be predicted with certainty;

(9) to the fullest extent permitted by law, no claim or entitlement to compensation or damages arises from termination of the Unit Options or diminution in value of the Unit Options and you irrevocably release the Company and each Affiliate from any such claim that may arise;

(10) in the event of the termination of your employment, neither your eligibility, nor any right to receive Unit Options, nor any period within which payment may be made on account of your Unit Options, if any, will be extended beyond the period specified under this Agreement by any notice period mandated under law ( e.g. , active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of the termination of your employment, your right to payment on account of your Unit Options, if any, will not be extended by any notice period mandated under law; and

(11) you have been granted Unit Options as a consequence of the commercial relationship between the Company and the Affiliate that employs you, and the Affiliate that employs you is your sole employer.

(m) The Company may impose other requirements as a condition of your Unit Options, to the extent the Committee determines, in its discretion, that such other requirements are necessary or advisable in order to comply with law or facilitate the operation or administration of this Agreement, your Unit Options, or the Plan. To the extent the Company determines in its discretion that you are required to execute any document or undertaking for this purpose, you agree to do so.

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 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. Post-Employment Terms Applicable to Insiders and Executive Officers .

(a) The terms of this Section 14 shall apply if you are an Insider at any time prior to your exercise of each of your Unit Options, notwithstanding any other terms of this Agreement, other than Section 3, to the contrary. If a Change of Control occurs prior to the finding described in Section 14(b), any applicable terms of Section 3 will supersede the terms of this Section 14.

(b) If the Committee reasonably finds that, at any time prior to your exercise of each of your Unit Options, whether during your employment with the Company and its Affiliates or thereafter, you directly or indirectly owned any interest in, managed, controlled, participated in, consulted with, or rendered services, as an officer, director, employee, partner, member, consultant, independent contractor or agent, to any person or entities currently engaged in business activities which compete (or will compete based on the anticipated plans of the

 

8


Company at the time of your employment termination) with the business of MetLife in the United States, United Arab Emirates, Hong Kong (Special Administrative Region of the People’s Republic of China), Argentina, United Kingdom and/or in any other country in which MetLife conducts business or has plans to conduct business during your employment or as of the date your employment terminated, then, to the maximum extent permissible by law, all of your Unit Options not yet exercised will be forfeited immediately.

(c) Notwithstanding the terms of Section 11 to the contrary, this Section 14 will be construed in accordance with and governed by the laws of the State of New York, regardless of the law that might be applied under principles of conflict of laws.

15. Additional Terms .

(a) You acknowledge that, subject to the terms of Section 16(d) of this Agreement, the obligation to make each payment due under this Agreement, if any, shall be the obligation of the Global Affiliate. The obligation to make payments under this Agreement shall be unfunded and unsecured. In no event shall the Company be obligated to make payments due under this Agreement. The Global Affiliate and you agree and acknowledge that, to the extent consistent with applicable law, neither the Unit Options, this Agreement, the Plan nor any rights, obligations, terms and conditions set forth therein or in connection therewith, constitute securities, negotiable instruments, or derivatives instruments or transactions.

(b) Payments pursuant to Section 3, which describe how a Change of Control during the Performance Period will affect your Unit Options, will be made in your then-current payroll currency (or another currency of your choosing) at a reasonable U.S. currency exchange rate chosen in good faith by the Committee or the Paying Affiliate. Otherwise, any payment due to you will be made in your then-current payroll currency (or other currency of the Committee’s or Paying Affiliate’s choosing) at a United States currency exchange rate determined by the Committee or the Paying Affiliate in the discretion of the Committee or the Paying Affiliate.

(c) To the extent any separate or additional consideration is necessary under applicable law to effectuate the parties’ intentions to be bound by the terms of this Agreement, you agree to pay US$1.00 (One Dollar 00/100 currency of the United States) to the Global Affiliate, which shall not be refundable to you.

(d) Notwithstanding anything in this Agreement to the contrary, the Committee may, at any time prior to payment for your Unit Options, in its sole discretion, find that the Company or an Affiliate has made an award to you intended to substitute for the Unit Options (including but not limited to a contingent right to acquire Shares), and that such substitute award is subject to such material terms and conditions that are no less favorable than the material terms and conditions governing your Unit Options and that provide for the same timing for payment as apply to your Unit Options. Upon such a finding, the Committee may, in its sole discretion, cancel your Unit Options in light of that substitute award without additional compensation to you.

IN WITNESS WHEREOF, the Global Affiliate has caused this agreement to be offered to you, and you have accepted this Agreement by the electronic means made available to you.

 

9

Exhibit 10.10

UNIT OPTION AGREEMENT

(Three-Year “Cliff” Exercisability)

[Global Affiliate] (the “Global Affiliate”) confirms that, on [grant date] (the “Grant Date”), you [name] were granted [number] Unit Options (your “Unit Options”). Your Unit Options are subject to the terms and conditions of this Unit Option Agreement (this “Agreement”) and the MetLife, Inc. 2015 Stock and Incentive Compensation Plan (the “Plan”) as a form of Stock Appreciation Rights. Any payment due under this Agreement may be made by any one or more Affiliates (the “Paying Affiliate”).

1. Standard Exercise Terms .

(a) Each Unit Option entitles you, upon exercise, to receive a cash payment equal to the Market Price of a Share less the Closing Price on the Grant Date (the “Exercise Price”), which was $ [closing price on date of grant] . For this purpose, “Market Price” means, unless otherwise prescribed by the Committee:

(1) if you exercise the Unit Option during the trading hours of 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), the price of a Share as reported in the principal consolidated transaction reporting system for the New York Stock Exchange (or on such other quotation system).

(2) if you exercise the Unit Option at any other time, the opening price of a Share at the beginning of the next trading hours of 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), the price of a Share as reported in the principal consolidated transaction reporting system for the New York Stock Exchange (or on such other quotation system).

(b) Except as provided in Sections 2, 3, and 14, each of your Unit Options will become exercisable on the third anniversary of the Grant Date, and you may exercise your Unit Options until the close of business on [day prior to the tenth (10 th ) anniversary of the Grant Date] (the “Standard Terms”). Neither this date, nor any other deadline for exercise of your Unit Options under this Agreement, will be extended regardless of whether you are unable to exercise your Unit Options on that date because it is not a business day, due to trading limitations, or otherwise.

(c) You may exercise any of your Unit Options that have become exercisable by notifying the Company, using procedures that will be established for this purpose. You may exercise your Unit Options only if the Market Price of Shares is greater than the Exercise Price. Any exercisable Unit Options that you fail to exercise within the applicable period for exercise will be forfeited.

(d) Reserved .

(e) You must exercise your Unit Options in accordance with the Company’s insider trading policy and any applicable pre-trading clearance procedures. Payment pursuant to your Unit Options 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 payment will be


made upon exercise of any of your Unit Options if that issuance or exercise would result in a violation of applicable law, including the federal securities laws and any applicable state or foreign securities laws.

2. Change of Status . The terms of this Section 2 describe how various events affect your then-unexercised Unit Options, subject to Section 14. For purposes of this Section 2, your transfer between the Company and an Affiliate, or among Affiliates, will not be a termination of employment, but any other termination of employment with the Company or any of its Affiliates (including the end of your employer’s status as an Affiliate) will be a termination of employment. The terms of this Section 2 shall apply as provided, except as otherwise determined by the Committee.

(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, or under another plan or arrangement designated for this purpose by the Committee, then (subject to Section 2(g)) the Standard Terms will continue to apply to your Unit Options. Once this Section 2(a) applies, then none of Sections 2(b), (c) or (f) will apply to your Unit Options, even if you subsequently return to active service.

(b) Death . In the event that your employment with the Company or an Affiliate terminates due to your death, all of your Unit Options will be immediately exercisable and will remain exercisable through the end of the period provided by the Standard Terms.

(c) Post-Employment Award Continuation .

(1) If your employment with the Company or an Affiliate terminates (other than for Cause) on or after your Rule of 65 Date, then (subject to Section 2(g)), the Standard Terms will continue to apply to your Unit Options; provided that , if the Committee finds that, any time prior to your exercise of each of your Unit Options, you have made statements that damage, disparage, or otherwise diminish the reputation or business of the Company. any of its Affiliates, or of any their respective employees, officers, directors, products, or services, with the exception of truthful statements that are compelled by law or otherwise authorized pursuant to legal or administrative processes, your Unit Options shall be forfeited.

(2) For this purpose:

(a) the “Rule of 65 Date” means the date that the sum of your total completed years of age plus total Service is equal to or greater than sixty-five (65), so long as your Service is equal to or greater than five (5); and

(b) “Service” means the aggregate number of completed years of employment with the Company and its Affiliates (solely during your employer’s status as an Affiliate), as conclusively determined by the Company without regard to any later determinations or findings regarding your employment status by any third party.

(d) Reserved .

(e) Termination for Cause . In the event that your employment with the Company or an Affiliate terminates for Cause, all of your Unit Options will be forfeited immediately.

 

2


(f) Other Termination of Employment . If none of Sections 2(a) through (e) applies, then:

(1) your Unit Options that are exercisable as of the date of termination will remain exercisable until the close of business on the 30 th day after the date of the termination of your employment or until they would expire under the Standard Terms, whichever period is shorter; and

(2) all of your Unit Options that are not exercisable at the date of termination of your employment with the Company or an Affiliate will be forfeited immediately upon your termination of employment.

(g) Forfeiture Under Conditions Potentially Covered by Code Section 457A.

(1) Unless the Committee determines otherwise, this Section 12(g) will apply to the extent that:

(a) Sections 2(a) or (c) apply to your Unit Options;

(b) the Company determines that you provided services to the Company or an Affiliate through an entity that would be deemed to be a “nonqualified entity” under Code Section 457A for any portion from the Grant Date to the date your Unit Options became exercisable (such period, the “457A Period”); and

(c) the Company determines that Code Section 457A potentially applies to your Unit Options.

(2) To the extent that this Section 12(g) applies to your Unit Options:

(a) the pro rata portion of your outstanding Unit Options represented by the 457A Period as a portion of the period from the Grant Date to the date your Unit Options became exercisable (the “457A Portion”) will be forfeited upon your termination of employment, unless the Company or an Affiliate offers you the opportunity to certify that you were not, during any portion of the period from the Grant Date to the date your Unit Options became exercisable, subject to income tax by the United States of America (the “United States”) and you so certify; and

(b) your Unit Options, other than the 457A Portion, will be subject to Sections 2(a) or (c) as otherwise applicable.

 

3


3. Change of Control .

(a) The terms of this Section 3 describe how a Change of Control will affect your then-unexercised Unit Options. If a Change of Control occurs prior to any of the events described in Section 2, or subsequent to the events described in Section 2(a) or (c), this Section 3 will supersede the terms of Section 2. If any of the events described in Section 2(b), (e), or (f) occurs prior to a Change of Control, the terms of Section 2(b), (e), or (f) will supersede the terms of this Section 3. Except as provided in Section 3(b) and 3(c), and unless otherwise prohibited under law or by applicable rules of a national security exchange, if a Change of Control occurs:

(1) all of your Unit Options that have not yet become exercisable will become exercisable immediately regardless of the applicable exercise schedule; and

(2) notwithstanding any provisions of Section 2 to the contrary, if your employment with the Company or any Affiliate terminates without Cause before the first anniversary of the Change of Control, your Unit Options will remain exercisable until the earlier of: (a) their expiration under the Standard Terms; or (b) the first anniversary of the termination of your employment. For purposes of this Section 3(a)(2), your transfer between the Company and an Affiliate, or among Affiliates, will not be a termination of employment.

(b) Notwithstanding Section 3(a), the Committee may elect to redeem your Unit Options for a cash payment equal to the Change of Control Price less the Exercise Price, multiplied by the number of exercisable Unit Options that you have not yet exercised.

(c) The terms of Sections 3(a) and (b) will not apply to your Unit Options if the Committee reasonably determines in good faith, prior to the Change of Control, that you have been granted an Alternative Award for your Unit Options pursuant to Section 15.2 of the Plan.

(d) To the extent Section 3(a) or (b) apply to your Unit Options, the terms of Section 2(g), except for Section 2(g)(2)(b), shall apply to your Unit Options or any payment made to you to redeem your Unit Options, provided, however, that the Company or an Affiliate shall offer you the opportunity to certify as described in Section 2(g)(2)(a). To the extent that Section 3(c) applies to your Unit Options, the Alternative Award you are granted shall substantially replicate the terms of Section 2(g), except for Section 2(g)(2)(b), provided, however, that the Company or an Affiliate shall be required to offer you the opportunity to certify as described in Section 2(g)(2)(a).

4. Nontransferability of Awards . Except as provided in Section 5 or otherwise permitted by the Committee, you may not sell, transfer, pledge, assign or otherwise alienate or hypothecate any of your Unit Options, and all rights with respect to your Unit Options are exercisable during your lifetime only by you.

5. Estate . Your rights under this Agreement will pass to and may be exercised after your death by your estate, except as otherwise required by law. Any payments remaining unpaid at your death will be paid to your estate, except as otherwise required by law.

6. Tax Withholding . The Company or an Affiliate may withhold amounts it determines are necessary to satisfy tax withhold responsibilities by withholding amounts from payment made under this Agreement, or from other payments due to you to the extent permissible under

 

4


law, an amount sufficient to satisfy the minimum statutory United States, state, local or other applicable tax withholding requirements. The Company will defer payment until this requirement is satisfied.

7. Adjustments . The Committee will make appropriate adjustments in the terms and conditions of your Unit Options as provided in Section 4.2 of the Plan, and may make adjustments in the terms and conditions of your Unit Options as provided in Section 16.2 of the Plan. The Committee’s determinations in this regard will be conclusive.

8. Timing of Payment . Cash will be paid to you upon your exercise of any of your Unit Options.

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 Unit Options.

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 Affiliate 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 .

(a) For purposes of this Agreement, “Committee” includes any direct or indirect delegate of the Committee as defined in the Plan and (unless otherwise indicated) 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.

(b) 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 Unit Options. No promises, terms, or agreements of any kind regarding your Unit Options 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.

 

5


(c) Your Unit Options are not Shares and do not give you the rights of a holder of Shares. You will not be credited with additional Unit Options on account of any dividend paid on Shares.

(d) The Committee may, in its discretion, settle your Unit Options in the form of Shares. To the extent the Committee does so, the Committee may, in its discretion, settle your Unit Options in the form of cash to the extent settlement in Shares is prohibited by law or would require you or the Company to obtain the approval of any governmental and/or regulatory body. The Committee may, in its discretion, require you at any time to immediately sell Shares you acquire under this Agreement, in which case, the Company shall have the authority to issue sales instructions in relation to such Shares on your behalf. 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 United States securities laws and any other applicable securities laws.

(e) Payment pursuant to your Unit Options 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. The Company’s grant of Unit Options to you is not intended to be a public offering of securities outside the United States, and the Company has not submitted any registration statement, prospectus, or other securities filing with authorities outside the United States, except where required by law. Your Unit Options have not been, and will not be, reviewed by or registered with any securities authorities outside the United States, including but not limited to the securities authorities of Argentina. To the extent applicable, in accordance with Circular 99 of 2001, from Chile’s Superintendence of Securities, the grant of the Unit Options hereunder is not intended to be a public offering of securities in Chile but instead is intended to be a private placement. To the extent this is a private placement in Chile, the Company has not submitted any registration statement, prospectus or other filings with the local securities authorities, and the Plan is not subject to the supervision of any securities authorities in Chile. This Agreement and all other materials pertaining to your Unit Options have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to this offer. If you have any doubts about any of the contents of the materials pertaining to your Unit Options, you should obtain independent professional investment advice.

(f) You agree to repatriate all payments under this Agreement or cash attributable to Shares you acquire under this Agreement to the extent required under any applicable legal requirements, such as foreign exchange rules and regulations in your country of residence or country of employment.

(g) Your Unit Options are subject to the Company’s performance-based compensation recoupment policy in effect from time to time.

(h) Regardless of any action the Company or any Affiliate takes with respect to any or all tax withholding (including social insurance contributions and payment on account obligations, if any), you acknowledge that the ultimate liability for all such taxes is and remains your responsibility (or that of your beneficiary or estate) and that neither the Company nor any Affiliate makes any representations or undertakings regarding the treatment of any tax withholding in connection with any aspect of any of your Unit Options, including the grant or payment on account of the Unit Options, and that neither the Company nor any Affiliate commits to structure the terms of the grant of or any aspect of any Unit Options to reduce or eliminate your (or you estate’s or any heir’s) liability for such tax. You agree to take any and all actions as may be required to comply with your personal tax obligations.

 

6


(i) If you are resident and/or employed in a country that is a member of the European Union, this Agreement is intended to comply with the provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Equal Treatment Rules”). To the extent that a court or tribunal of competent jurisdiction determines that any provision of this Agreement are invalid or unenforceable, in whole or in part, under the Equal Treatment Rules, the Committee, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.

(j) You agree that this Agreement and any other documents related to the Plan or your Unit Options are to be presented to you in English, except where prohibited by law. If any such document is translated into a language other than English, the English version will control, to the extent permitted by applicable law.

(k) The collection, processing and transfer of your personal data (collectively “Data Handling”) is necessary for the Company’s administration of the Plan, this Agreement and your Unit Options, and such Data Handling shall be done consistent with applicable law, the data privacy consents, if any, signed by you, the terms of your employment contract (if any) and/or your local company’s governing policies with respect to data privacy.

(l) In accepting this Agreement, you acknowledge, to the extent allowed by law, that:

(1) the Plan and this Agreement are each established voluntarily by the Company and its Affiliates, and that each is discretionary in nature and may be modified, suspended or terminated at any time, as provided in the Plan and this Agreement, respectively, and such change or the end of your participation in the Plan shall not constitute a change or impairment of the terms and conditions of your employment or give rise to any liability to you;

(2) the grant of your Unit Options is voluntary and occasional and does not create any contractual or other right to receive future grants of Unit Options, or benefits in lieu of Unit Options, even if Unit Options have been granted repeatedly in the past;

(3) all decisions with respect to future Option grants, if any, will be at the discretion of the Committee, including, but not limited to, the timing of any grants, the number of Unit Options and vesting provisions;

(4) your participation in the Plan is voluntary;

(5) the Unit Options are an extraordinary item which is outside the terms and conditions of your employment and the scope of your employment contract, if any;

(6) the Unit Options are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;

 

7


(7) the Option grant will not be interpreted to form an employment contract or relationship with any Affiliate or the Company, and you are not an employee of the Company;

(8) the future Closing Price of Shares is unknown and cannot be predicted with certainty;

(9) to the fullest extent permitted by law, no claim or entitlement to compensation or damages arises from termination of the Unit Options or diminution in value of the Unit Options and you irrevocably release the Company and each Affiliate from any such claim that may arise;

(10) in the event of the termination of your employment, neither your eligibility, nor any right to receive Unit Options, nor any period within which payment may be made on account of your Unit Options, if any, will be extended beyond the period specified under this Agreement by any notice period mandated under law ( e.g. , active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of the termination of your employment, your right to payment on account of your Unit Options, if any, will not be extended by any notice period mandated under law; and

(11) you have been granted Unit Options as a consequence of the commercial relationship between the Company and the Affiliate that employs you, and the Affiliate that employs you is your sole employer.

(m) The Company may impose other requirements as a condition of your Unit Options, to the extent the Committee determines, in its discretion, that such other requirements are necessary or advisable in order to comply with law or facilitate the operation or administration of this Agreement, your Unit Options, or the Plan. To the extent the Company determines in its discretion that you are required to execute any document or undertaking for this purpose, you agree to do so.

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 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. Post-Employment Terms Applicable to Insiders and Executive Officers .

(a) The terms of this Section 14 shall apply if you are an Insider at any time prior to your exercise of each of your Unit Options, notwithstanding any other terms of this Agreement, other than Section 3, to the contrary. If a Change of Control occurs prior to the finding described in Section 14(b), any applicable terms of Section 3 will supersede the terms of this Section 14.

(b) If the Committee reasonably finds that, at any time prior to your exercise of each of your Unit Options, whether during your employment with the Company and its Affiliates or thereafter, you directly or indirectly owned any interest in, managed, controlled, participated in, consulted with, or rendered services, as an officer, director, employee, partner, member, consultant, independent contractor or agent, to any person or entities currently engaged in business activities which compete (or will compete based on the anticipated plans of the

 

8


Company at the time of your employment termination) with the business of MetLife in the United States, United Arab Emirates, Hong Kong (Special Administrative Region of the People’s Republic of China), Argentina, United Kingdom and/or in any other country in which MetLife conducts business or has plans to conduct business during your employment or as of the date your employment terminated, then, to the maximum extent permissible by law, all of your Unit Options not yet exercised will be forfeited immediately.

(c) Notwithstanding the terms of Section 11 to the contrary, this Section 14 will be construed in accordance with and governed by the laws of the State of New York, regardless of the law that might be applied under principles of conflict of laws.

15. Additional Terms .

(a) You acknowledge that, subject to the terms of Section 16(d) of this Agreement, the obligation to make each payment due under this Agreement, if any, shall be the obligation of the Global Affiliate. The obligation to make payments under this Agreement shall be unfunded and unsecured. In no event shall the Company be obligated to make payments due under this Agreement. The Global Affiliate and you agree and acknowledge that, to the extent consistent with applicable law, neither the Unit Options, this Agreement, the Plan nor any rights, obligations, terms and conditions set forth therein or in connection therewith, constitute securities, negotiable instruments, or derivatives instruments or transactions.

(b) Payments pursuant to Section 3, which describe how a Change of Control during the Performance Period will affect your Unit Options, will be made in your then-current payroll currency (or another currency of your choosing) at a reasonable U.S. currency exchange rate chosen in good faith by the Committee or the Paying Affiliate. Otherwise, any payment due to you will be made in your then-current payroll currency (or other currency of the Committee’s or Paying Affiliate’s choosing) at a United States currency exchange rate determined by the Committee or the Paying Affiliate in the discretion of the Committee or the Paying Affiliate.

(c) To the extent any separate or additional consideration is necessary under applicable law to effectuate the parties’ intentions to be bound by the terms of this Agreement, you agree to pay US$1.00 (One Dollar 00/100 currency of the United States) to the Global Affiliate, which shall not be refundable to you.

(d) Notwithstanding anything in this Agreement to the contrary, the Committee may, at any time prior to payment for your Unit Options, in its sole discretion, find that the Company or an Affiliate has made an award to you intended to substitute for the Unit Options (including but not limited to a contingent right to acquire Shares), and that such substitute award is subject to such material terms and conditions that are no less favorable than the material terms and conditions governing your Unit Options and that provide for the same timing for payment as apply to your Unit Options. Upon such a finding, the Committee may, in its sole discretion, cancel your Unit Options in light of that substitute award without additional compensation to you.

IN WITNESS WHEREOF, the Global Affiliate has caused this agreement to be offered to you, and you have accepted this Agreement by the electronic means made available to you.

 

9

Exhibit 10.11

MetLife Annual Variable Incentive Plan

Effective as amended and restated January 1, 2015

Article 1. Purpose, Effectiveness, and Duration

The MetLife Annual Variable Incentive Plan (“AVIP”) is an annual incentive plan. The purpose of AVIP is to align total annual pay with the Company’s annual financial business results, provide competitive levels of pay for performance, and make a competitive portion of total compensation variable based on Company and individual performance. AVIP shall become effective as amended and restated with respect to awards made on or after January 1, 2015 and shall constitute a sub-plan of the MetLife, Inc. 2015 Stock and Incentive Compensation Plan (the “2015 Plan”) for granting Cash-Based Awards (as defined in the 2015 Plan). Each of the applicable terms of the 2015 Plan shall apply to AVIP and Awards made under AVIP. The full powers of the Committee under the 2015 Plan, including those described in Section 3.2 of the Plan, will apply to each AVIP Award. AVIP shall remain in effect indefinitely, subject to the duration of the 2015 Plan and the right of the Committee or the Board to amend or terminate AVIP at any time pursuant to Article 6 herein.

Article 2. Definitions

Whenever used but not defined herein, terms shall have the meaning set forth in the 2015 Plan, as applicable to Cash-Based Awards under the 2015 Plan.

Article 3. Eligibility

3.1 Eligibility . Subject to the provisions of the 2015 Plan and AVIP, the Committee may from time to time grant and determine the terms of Awards to any Employee. While it retains the discretion to make Awards to any Employee, the Committee generally intends that Awards under AVIP will be made to administrative (non-sales) Employees.

3.2 No Post-Employment Awards. No AVIP Award shall be made to an individual who is not an Employee on the date the Award is payable. The Company or an Affiliate may make a payment in lieu of an AVIP Award to a former Employee.

3.3 Delegation . Subject to the provisions of the 2015 Plan, AVIP, and any requirements and limitations imposed by the Committee, the Chief Executive Officer of the Company (the “CEO”) may grant and determine the terms of Awards to anyone who is eligible under AVIP, except for (i) any Performance-Based Compensation, and (ii) Awards to any Insider, the enterprise’s Chief Risk Officer, or the Company’s Chief Accounting Officer. The CEO may subdelegate any duties and powers of the CEO under AVIP to anyone to whom the CEO sees fit, and may make such delegation either expressly or by implication of the assignment of management duties.

Article 4. Award Terms and Limitations

4.1 Performance-Based Compensation . The terms of Article 11 of the 2015 Plan shall apply to Awards the Committee intends to be Performance-Based Compensation under AVIP.

4.2 Performance Criteria . The Committee may determine and apply performance criteria to any or all Awards, including but not limited to the determination of the total amount available for all Awards with respect to a calendar year and performance criteria applicable to particular Awards or a set of Awards. Subject to the requirements of Code Section 162(m) with regard to Awards intended to be Performance-Based Compensation, Awards that are subject to performance criteria may be granted: (1) in advance of and contingent upon performance with respect to any performance criteria; or (2) following the performance with respect to any performance criteria.


4.3 Maximum Limit Regarding Awards . The terms of Section 4.1 of the 2015 Plan, as applicable to Cash-Based Awards, apply to AVIP.

4.4 Form of Payment . All Awards granted under AVIP shall, if payable, be payable in cash unless otherwise determined by the Committee.

4.5 Timing of Payment . Subject to deferral payment in accordance with Section 13 of the 2015 Plan, all Awards granted under AVIP shall, if payable, be paid on or before March 15 of the calendar year following the calendar year with regard to which any performance criteria or other contingencies that pertain to the Award (other than continued employment with the Company or an Affiliate or other contingency related to continued service until the date on which the Award is payable) apply. No Participant or any other person shall have any right to receive any payment of interest or other remedy due to any payment of an Award on a date other than as provided in the immediately preceding sentence.

4.6 Performance-Based Compensation Recoupment . All Awards are subject to any Company performance-based compensation recoupment policy in effect from time to time.

4.7 Written Communication of Awards. A representative of the Company or an Affiliate may determine how the amount and terms of each AVIP Award may be communicated in writing.

Article 5. Amendment, Termination, and Interpretation

The Committee or Board may, at any time and from time to time, alter, amend, modify, suspend, or terminate AVIP in whole or in part. No amendment of AVIP shall be effective without shareholder approval if shareholder approval is required by law, regulation, or stock exchange rule. AVIP is designed and intended to comply, to the extent applicable to Performance-Based Compensation, with Code Section 162(m), and all provisions hereof shall be construed in a manner to so.

Article 6. Administration

Pursuant and subject to Section 3.3 of the 2015 Plan, the Committee hereby delegates its administrative duties and powers with respect to AVIP Awards to the CEO (the “Administrative Delegation”). The Administrative Delegation does not in any way limit any of the duties and powers of the Committee under the 2015 Plan. The CEO may subdelegate all or some of the duties and powers delegated to the CEO in the Administrative Delegation to any individual or entity, and may make such delegation either expressly or by implication of the assignment of management duties or entrance by the Company or any Affiliate through an authorized representative into one or more management, service, or vending agreements.

 

2