SEPARATION AGREEMENT, WAIVER AND GENERAL RELEASE
Exhibit 10.10
This Agreement sets forth the entire agreement and understanding which has been
reached relative to the cessation of your (Xxxxxx X. Xxxxxx, Xx.) 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 discontinuance 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 the New
Jersey Conscientious Employee 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, (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), and (v) any expectation, anticipation, right, or claim to incentive
compensation under any Company incentive compensation plan, including but not limited
to the MetLife Annual Variable Incentive Plan, the Performance Incentive Plan, and,
except as otherwise specifically stated in this Agreement, the MetLife, Inc. 2000
Stock Incentive Plan, the MetLife, Inc. 2005 Stock and Incentive Compensation Plan,
and the Long Term Performance Compensation Plan. You acknowledge that, prior to your
execution of this Agreement, you have been fully informed that your employment is
being discontinued and that any and all claims arising from this discontinuance 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. Your rights regarding any awards
under the MetLife, Inc. 2005 Stock and Incentive Compensation Plan or the MetLife,
Inc. 2000 Stock Incentive Plan will be governed by the terms of any written award
agreement into which you entered under the applicable plan. This Agreement does not
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 an 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. of this Agreement
and the other promises and terms contained in this Agreement, MetLife agrees to:
a) pay you the sum of $900,000.00 less legally-required withholding as your payment
under the Annual Variable Incentive Plan for 2006, to be paid on the later of the date
on which such payments are made to active employees of the Company in 2007 and the
next available payroll date following Effective Date of this Agreement.
b) pay you the sum of $2,100,000.00 less legally-required withholding on the next
available payroll date following the later of February 28, 2007and the Effective Date
of this Agreement.
c) provide you with outplacement services as described more fully in Exhibit A to
this Agreement.
d) allow you to pay participant contributions at an active employee rate, rather than
the full COBRA rate, for up to the first six (6) months of post-employment continued
(COBRA) medical and/or dental benefits (if you are eligible to continue such
benefits), as, to the extent provided under, and subject to the terms and conditions
of, the applicable Company benefit plans, including the provisions regarding amendment
and termination of those plans.
e) confer on you the benefits of being “Bridge Eligible,” to the extent provided
under, and subject to the terms and conditions of, the applicable Company benefit
plans, including the provisions regarding amendment and termination of those plans.
f) confer on you the benefits of being “Rule of 70 Eligible,” to the extent provided
under, and subject to the terms and conditions of, the applicable Company benefit
plans, including the provisions regarding amendment and termination of those plans.
You acknowledge that the payments and services provided for above exceed any sums
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 and benefits 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. You also acknowledge that that the Company has
paid you all the salary and wages it owes you (including any incentive compensation),
that you have been provided with any and all leaves of absences (including those under
the Family and Medical Leave Act or other law) that you have requested or to which you
were entitled, and that you have had the opportunity prior to signing this Agreement
to raise to the Company any concerns or complaints about these or any other matters
regarding your employment and have done so.
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. Notwithstanding the other terms of this Section, you
agree to cooperate with MetLife or its counsel to provide information and/or testimony
in connection with any investigations or legal actions in which the Company is a party
or has an interest. You represent and agree that you have delivered or will deliver
to Xxxxxx Xxxxxx (or other person designated by MetLife to receive these items) all
Company property, information, documents, and other materials (including but not
limited to memoranda, correspondence, reports, records, transcripts, notes, records of
conversations, keys, computer and other equipment, and
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identification cards), in whatever form or medium (including papers, e-mail, disks,
tapes, and any and all electronic storage), including all duplicates, copies, or
versions, concerning or in any way related to the business affairs or operations of
the Company, interaction by or among employees, customers, vendors, or other
associates of the Company, or your job duties, responsibilities, assignments, or
actions on behalf of or in furtherance of the interests of the Company, that are in
your custody, possession, or control (“Company Material”). Company Material does not
include documents you received from an authorized representative of the Company solely
regarding your employment relationship with the Company (e.g., summary plan
descriptions, performance evaluations, benefits statements), any policy or product
purchased by you or on your behalf from the Company, or securities of the Company held
by you, or other documents you are entitled by law to retain. You represent that you
have conducted a diligent search for all Company Material prior to executing this
Agreement. You represent that after delivering to Xx. Xxxxxx a copy of any Company
Material stored electronically on any of your personal hard drives or other
non-portable electronic storage devices that you destroyed such Company Material
stored on such devices, and that you have not knowingly retained any Company Material
in any form. You agree that if you discover or receive any Company Material you will
return such Company Material to Xx. Xxxxxx (or other person designated by MetLife to
receive these items, or if either person is no longer employed by the Company, to the
MetLife Human Resources Services Center, 000 Xxxxxxxxxxx Xxxx, Xxxxxxxxx, XX 15904)
within 48 hours of such discovery.
6. You resign as President of Institutional Business effective January 18, 2007.
To the extent that you are a director, trustee, or officer of any Company entity, you
hereby resign from such capacity effective immediately and agree to execute any
additional, more specific resignation document the Company may request.
7. This Agreement is confidential. Except for the provision of information to
governmental agencies, you agree that you will not disclose its existence or contents
to anyone other than your attorneys, financial advisors and spouse or domestic
partner, and only after first informing them of the confidentiality of this Agreement
and securing their agreement to be bound by the same restrictions against disclosure
that apply to you. This Agreement may be used as evidence only in a proceeding in
which you or the Company alleges a breach of this Agreement, and in other disputes
only with respect to facts you or MetLife have acknowledged in this Agreement, and may
not be used for any other purpose. Except for the provision of information to
governmental agencies, you agree to give MetLife ten (10) days written notice in
advance of disclosing this Agreement in the event you are subpoenaed or otherwise
required by law to disclose the existence or contents of this Agreement by mailing to
MetLife’s Law Department located at Xxx XxxXxxx Xxxxx, Xxxx Xxxxxx Xxxx, XX 00000 a
copy of any such legal demand for such information (or, if you are required to
disclose this Agreement in less than ten (10) days, by overnight delivery to be
delivered to the same address in advance of disclosing this Agreement).
8. 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
forty-five (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 the full amount paid to you
by MetLife pursuant to this Agreement.
9. If your employment is not discontinued by February 28, 2007, this Agreement
will automatically be null and void. Your date of discontinuance will not be affected
by your application for, receipt of, or appeal from any denial of disability benefits.
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
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(7th) day following the date on which you executed this Agreement. This Agreement
will become effective on the eighth (8th) day following your execution of this
Agreement (the “Effective Date”), 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 make any payment or provide any 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 any Agreement
to Protect Corporate Property that you may have executed, or written award agreement
under the MetLife, Inc. 2005 Stock and Incentive Compensation Plan or the MetLife,
Inc. 2000 Stock Incentive Plan into which you may have entered during your employment
with the Company, which remain in full force and effect, this Agreement constitutes
the full understanding between us, although in the event of any inconsistency between
the terms of this Agreement and of the Summary Plan Description of the MetLife Plan
for Transition Assistance for Officers, the terms of the Summary Plan Description
shall govern. The definitions in that Summary Plan Description will be used for any
capitalized terms used in this Agreement that is not defined in this Agreement. 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.
12. Per Section 1(b) of the Employment Continuation Agreement
dated September 19, 2003 between MetLife, Inc. and yourself (“Employment Continuation Agreement”), your
Employment Continuation Agreement terminates on January 18, 2007, and is void and
without effect after that date, and you are not and will not be entitled to receive
any payments or benefits thereunder pursuant to its terms.
| /s/ Xxxxxx X. Xxxxxx, Xx. | Feb. 16, 2007 | |||
| Signature | Date | |||
STATE OF )
):
COUNTY OF )
On this day of , 2007, before me personally came Xxxxxx X.
Xxxxxx, Xx., to me known and known to me to be the person described in and who
executed this Separation Agreement, Waiver, and General Release, and he duly
acknowledged to me that he executed the same.
| Notary Public Notary Public Commission Expiration Date: |
||||
| MetLife Group, Inc. |
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| By: | /s/ Xxxxx X. Xxxxxx | |||
Xxxxx X. Xxxxxx, Executive VP
|
February 12, 2007 | |||
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