EXHIBIT 10.5
Human Resources Service Center
000 Xxxxxxxxxxx Xxxx, Xxxxxxxxx, XX 00000-0000
METLIFE(R)
AGREEMENT, WAIVER AND GENERAL RELEASE
This Agreement sets forth the entire agreement and understanding which has been
reached relative to the cessation of your (Xxxxxxx X. Xxxxxx) employment with
MetLife Group, Inc. ("MetLife"). It is fully agreed and understood as follows:
1. a. As a material inducement to MetLife to enter into this Agreement,
you agree for yourself and your relatives, heirs, executors, administrators,
successors, and assigns that you hereby fully and forever release and discharge
MetLife, its parents, subsidiaries, affiliates, and agents and its past,
present, and future directors, officers, and employees, agents, representatives,
employee benefits plans or funds and the fiduciaries thereof, successors, and
assigns (collectively, "the Company") from any and all claims, charges, demands,
actions, liability, damages, sums of money, back pay, attorneys' fees, or rights
of any and every kind or nature, accrued or unaccrued, which you ever had, now
have or may have, whether known or unknown, against the Company arising out of
any act, omission, transaction, or occurrence up to and including the date you
execute this Agreement including, but not limited to, (i) any claim arising out
of or related to your employment by the Company or the cessation thereof, (ii)
any alleged violations of any federal, state, or local fair employment practice
or benefits laws, including the Age Discrimination in Employment Act, as
amended, or the Older Workers Benefit Protection Act, or other employee
relations statute, executive order, law, or ordinance, (iii) any alleged
violations of any duty or other employment-related obligation or other
obligations arising out of contract, tort, tortious course of conduct, libel or
slander, defamation, public policy, law, or equity, and (iv) any claim on your
behalf in any action brought by any administrative agency or other party
(including claims for damages, in whatever form, and for reinstatement). You
acknowledge that, prior to your execution of this Agreement, you have agreed
that your employment with MetLife will end effective August 31, 2004 and you
have indicated that you will retire from active service with MetLife effective
September 1, 2004, and that any and all claims arising from the cessation of
your active employment and your decision to retire are included in this release.
b. This Agreement does not affect any rights that you may have arising out
of events that occur after you have executed this Agreement or affect any vested
benefits or rights under employee benefit plans under ERISA, nor does it affect
your eligibility for indemnification under the provisions of the By-Laws of
MetLife, Inc., Metropolitan Life Insurance Company and MetLife, on the same
basis as that indemnification is provided to other directors and officers.
Further, to the extent that you accrued any liability based on your actions as a
director or officer of the Company during your employment, such liability will
be covered under any insurance that the Company may procure to cover its
directors and officers, on the same basis as it covers current directors and
officers.
2. As a further material inducement to MetLife to enter into this
Agreement, you agree to cooperate with and provide information to or at the
request of the Company, its attorneys or representatives, upon reasonable
notice, at reasonable times and in reasonable places, including but not limited
to, being available for consultation, preparation for testimony or as a witness
in connection with any investigation, administrative proceeding or litigation
relating to any matter in which you were involved or of which you have knowledge
as a result of or in connection with your employment at the Company. This
undertaking is subject to the Company's obligation to pay you the reasonable and
documented out-of-pocket expenses actually incurred in complying with your
obligations under this Section.
3. In consideration for the release set forth in Section 1.a, MetLife
agrees to provide you with a lump sum payment under the Annual Variable
Incentive Plan in an amount approved by the Board of Directors. To this end, the
Company will recommend to the Board of Directors that the amount of this payment
be $800,000.00. The approved payment amount will be subject to required tax
withholding and will be paid at the time payments are made to all other Plan
participants. In further consideration, MetLife agrees to recommend to the Board
of Directors that a further lump sum payment be made to you, in the amount of
$223,334.00. The approved payment amount will be subject to required tax
withholding and will be paid to you shortly after the Board of Directors
approves the payment. In addition, MetLife agrees to recommend to the Board of
Directors that a special enhancement to your pension benefit be paid to you.
Along these lines, this approved special enhancement will be paid in addition to
the benefits to which you are otherwise entitled under the terms of the
Metropolitan Life Retirement Plan for United States Employees ("Qualified Plan")
and the MetLife Auxiliary Pension Plan ("Nonqualified Plan"). Your special
enhancement benefit will be your total pension benefit under the Qualified Plan
and the Nonqualified Plan (combined), calculated as if you had reached age 62 at
the time of your retirement (with no modification to your Company service), less
the amount of your pension benefit determined under the Qualified Plan and
Nonqualified Plan (combined) without any enhancement to your age. This special
enhancement benefit will be paid to you under the same method as you elect with
regard to the payment of your benefit under the Nonqualified Plan, and it will
be paid to you shortly after the Board of Directors approves the payment.
You acknowledge that the lump sum payment amounts which the Company will
recommend to the Board of Directors and the ultimate payment amounts approved by
such Board, in addition to the special pension arrangement that the Company will
recommend to the Board of Directors and the ultimate amount so approved exceed
anything to which you would otherwise be entitled under any policy, plan, and/or
procedure or any agreement with the Company, and that they represent full and
complete consideration for the release you are giving the Company in this
Agreement. If that release is upheld in an action by you seeking additional
consideration for those claims, you will be in breach of this Agreement.
Further, neither this Agreement nor the payment nor special arrangements
to be provided pursuant to this Section 3 in any way constitutes an admission on
the part of the Company as to the violation of any law or any obligation to you.
4. By executing this Agreement, you acknowledge that the Company shall
have no obligation to rehire you at any time.
5. You further agree, except for the provision of information to
governmental agencies, that neither you nor your agents, attorneys, or
representatives will publish, publicize, or reveal any Company information
obtained by you, your agents, attorneys, or representatives that relates to: (i)
your employment with the Company or the cessation of your employment with
MetLife, (ii) any claims that were raised or could have been raised in any
action as of the date you execute this Agreement, or (iii) the facts underlying
any such claims. You further agree, except for the provision of information to
governmental agencies, that neither you nor your agents, attorneys, or
representatives will communicate in any way to any former, present, or future
employees of the Company or to any person or corporation any information that
relates to your employment with the Company or to any claims which could have
been raised in any action in connection with the cessation of your employment
with MetLife unless required by law to do so.
6. You will continue as a Vice-Chairman and member of the Board of
Directors of MetLife, Inc. through August 31, 2004, and you will resign from
your Vice-Chairmanship and membership effective on that date. In the event that
you remain as a director or an officer of any Company entity up to the time of
your discontinuance of your employment with MetLife, you hereby resign from such
capacity effective upon the discontinuance of your employment with the Company.
Your agree to execute any additional, more specific document the Company may
request to effect any or all of these resignations.
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7. If any provision of this Agreement is held by a court of competent
jurisdiction to be illegal, void or unenforceable, such provision shall be of no
force and effect. However, the illegality or unenforceability of such provision
shall have no effect upon, and shall not impair the enforceability of any other
provision of this Agreement; provided, however, that upon any finding by a court
of competent jurisdiction that the covenant and release provided in Section 1.a.
above is illegal, void, or unenforceable, you agree to execute a release and/or
waiver of the same scope as the release provided in Section 1.a. that is legal
and enforceable within 45 days of MetLife offering you such a release and/or
waiver, and that if you fail to do so that you will return promptly to MetLife
any additional money that became available to you by virtue of the special
arrangements made for you by MetLife pursuant to this Agreement.
8. Moreover, you further agree that you will not make any disparaging
comments or statements to the press, to present or former employees of MetLife
(or of its parents, subsidiaries or affiliates), to any individual or entity
with whom or which MetLife or any of its parents, subsidiaries or affiliates has
or has had a business relationship, including present and former clients or
customers, or to others, about any MetLife employee or officer or comments which
could affect adversely the conduct of MetLife's business or its reputation or
the conduct of business or the reputation of any of MetLife's parents,
subsidiaries or affiliates. MetLife agrees that it will use its best efforts to
ensure that the Company's senior and executive officers do not make any
disparaging comments or statement to the press, to present or former employees
of MetLife (or of its parents, subsidiaries or affiliates), or to your
prospective clients, employers and business affiliations, about you that could
affect adversely your reputation. In an event of a breach of this Section 8, the
non-breaching party may seek appropriate injunctive and legal relief for
damages, including attorneys' fees and costs, in a court of competent
jurisdiction. However, such breach, in and of itself, will not relieve the
parties from any of their other obligations under this Agreement.
9. If, on or prior to the date that your employment with MetLife ceases
("date of discontinuance"), you should die, become disabled, or for any other
reason, your employment is not discontinued by that date, this Agreement will
automatically be null and void. If the MetLife, Inc. and/or the Metropolitan
Life Insurance Company Board of Directors do not approve the payments to you
provided in Section 3, this Agreement will automatically be null and void.
10. You acknowledge that MetLife has advised you in writing that you have
twenty-one (21) days in which to review this Agreement and fully consider its
terms prior to signing it and that you should consult with legal counsel prior
to signing this Agreement. You may accept this Agreement by fully executing it
and returning it to MetLife in accordance with the return instructions provided
with this Agreement by no later than 5:00 p.m. on the twenty-first (21st) day
after your receipt of it. After you have executed this Agreement, you will have
seven (7) days to revoke this Agreement, which you may do by indicating your
desire to do so in writing directed to MetLife in accordance with the return
instructions provided with this Agreement which must be received by MetLife no
later than 5:00 p.m. on the seventh (7th) day following the date on which you
executed this Agreement. This Agreement will become effective on the eighth
(8th) day (the "Effective Date") following your execution of this Agreement,
provided you have not revoked it. In the event that you do not accept this
Agreement as set forth above, or in the event that you revoke this Agreement
prior to its Effective Date, this Agreement, including but not limited to the
obligation of MetLife to provide any enhanced benefit pursuant to Section 3,
shall automatically be null and void.
11. You affirm that this Agreement has been executed voluntarily by you,
and may not be changed except in a writing that specifically references this
Agreement and that is signed by you and an officer of MetLife. With the
exception of the Agreement to Protect Corporate Property attached hereto as
Exhibit A, or any written stock option agreement into which you may have entered
during your employment with the
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Company, which remain in full force and effect, this Agreement constitutes the
full understanding between us. You affirm that no other promises or agreements
of any kind have been made to you by any person or entity whatsoever to cause
you to sign this Agreement, and that you fully understand the meaning and intent
of this Agreement.
/s/ Xxxxxxx Xxxxxx August 18, 2004
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Signature Date
STATE OF NEW YORK )
):
COUNTY OF NEW YORK )
On this 18th day of August, 2004, before me personally came Xxxxxxx
X. Xxxxxx, to me known and known to me to be the person described in and who
executed this Agreement, Waiver, and General Release, and he duly acknowledged
to me that he executed the same.
/s/ Xxxxx X. Xxxxxxx
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Notary Public
MetLife Group, Inc. [SEAL]
By: /s/ Xxxxx X. Xxxxxx August 12, 2004
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Xxxxx X. Xxxxxx Date
Senior Vice-President
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