Exhibit 10.65
AGREEMENT
---------
This Agreement is made and entered into as of the Effective Date (as
set forth in Section 11 hereof), by and between Xxxxxx X. Xxxxxxxxx ("Xx.
Xxxxxxxxx"), and MetLife, Inc. ("Company"), a Delaware corporation, with
executive offices located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx behalf of
itself and any and all past and present parent, affiliate, and subsidiary
corporations.
WHEREAS, Xx. Xxxxxxxxx has previously announced his intention to
voluntarily retire from his employment with the Company effective July 1, 2006;
WHEREAS, in connection with such voluntary retirement, the Company has
agreed to provide Xx. Xxxxxxxxx with certain monthly payments, described in
Section 2 hereof, having an approximate present value of $6,000,000 (Six Million
Dollars), in exchange for Xx. Xxxxxxxxx'x promises in this Agreement;
NOW, THEREFORE, for and in consideration of the mutual promises and
covenants herein contained and for good and valuable consideration, the
sufficiency of which is hereby acknowledged, the Company and Xx. Xxxxxxxxx
(collectively, the "Parties," each individually, a "Party") hereby agree as
follows:
1. Separation from Employment. Benmosche acknowledges that pursuant to
his voluntary resignation, his employment with the Company and all of his
positions with the Company and all of its subsidiaries and affiliates
(collectively "Affiliates") shall terminate effective July 1, 2006 ("Resignation
Date").
2. Payments. The Company shall pay or provide to Xx. Xxxxxxxxx or his
designated beneficiary a payment in the amount of $49,015 per month, less
applicable tax withholdings commencing in January 2010 and ending in December
2029 (the "Payments"). Xx. Xxxxxxxxx acknowledges that absent this Agreement,
neither he nor his beneficiary would be entitled to receive the Payments, and
that his and his beneficiary's entitlement to the Payments is conditioned on his
compliance with the provisions of this Agreement, including but not limited to
Sections 3 and 4 hereof.
3. Confidentiality. Xx. Xxxxxxxxx agrees that he will not, directly or
indirectly, use or disclose, or permit or aid the use or disclosure, to any
person, firm, entity or corporation, of any privileged, confidential or
proprietary business information, observations or data relating to the business,
affairs, clients, business partners, plans, proposals, finances or financial
condition of the Company or any of its Affiliates which Xx. Xxxxxxxxx received
as a consequence of his employment with the Company ("Confidential
Information"), except (i) with the Company's express written consent or (ii) in
direct response to any subpoena or other legal process compelling disclosure
(collectively "Legal Process") initiated against or served upon Xx. Xxxxxxxxx.
In the event that disclosure is sought from Xx. Xxxxxxxxx in direct response to
any such Legal Process, Xx. Xxxxxxxxx shall give the Company immediate written
notice in order to afford the Company an opportunity to evaluate its legal
rights and take such action as the Company considers appropriate to protect the
interests of the Company.
4. Non-Competition, Non-Solicitation
(a) Xx. Xxxxxxxxx acknowledges that during the course of his
employment with the Company he became familiar with the Company's trade secrets
and other Confidential Information (as defined in Section 3) and that his
services were of special, unique and extraordinary value to the Company. In
consideration of this Agreement, Xx. Xxxxxxxxx agrees that from the Resignation
Date and for a period of eighteen (18) months thereafter (the "Restricted
Period"), he shall not directly or indirectly own any interest in, manage,
control, participate in, consult with, or render services, as an officer,
director, employee, partner, member, consultant, independent contractor or
agent, to any of the entities identified in Exhibit A hereto, including their
respective subsidiaries and affiliates ("Restricted Competitors"), in the United
States and/or in any foreign country in which the Company or any of its
Affiliates now conduct business or plan to conduct business as of the
Resignation Date ("Restricted Geographies"). Xx. Xxxxxxxxx acknowledges that it
is reasonable to restrict his activities in accordance with the terms of this
Agreement in the Restricted Geographies during the Restricted Period. Nothing
herein shall prohibit Xx. Xxxxxxxxx from being a passive owner of not more than
two percent (2%) of the outstanding stock of any class of securities in any of
the Restricted Competitors, so long as he has no active participation in the
business of such corporation.
(b) During the Restricted Period, Xx. Xxxxxxxxx agrees not to,
directly or indirectly, (i) solicit, encourage, entice or induce any employee of
the Company or any Affiliate to leave the employ of the Company or any Affiliate
or in any way interfere with the relationship between the Company and/or
Affiliates and any employee thereof; or (ii) hire or cause any person to be
hired who was employed by the Company or any Affiliate as of the Resignation
Date or in any of the six (6) months preceding that date; or (iii) solicit,
encourage, entice or induce any customer, supplier, vendor or other business
relation of the Company or any Affiliate on behalf of any Restricted Competitor;
or (iv) solicit, encourage, entice or induce any customer, supplier, vendor or
other business relation of the Company or any Affiliate to cease doing business
with or lessen the amount of business it presently transacts with the Company or
such Affiliates or in any way interfere with the relationship between any such
customer, supplier, vendor, or business relation and the Company or any
Affiliate. Xx. Xxxxxxxxx further agrees not to assist others in engaging in
activities that he is not entitled to take.
(c) For the purposes of avoiding any potential disputes under this
Section 4, Xx. Xxxxxxxxx shall advise the Company's Board of Directors ("Board")
of any business venture, employment or consulting arrangement that he plans to
undertake during the Restricted Period that could in any way implicate this
section. In the event that Xx. Xxxxxxxxx has a good faith question as to whether
a particular activity will violate this Section 4, he can make a written inquiry
to the Board describing the planned activity, and the Board will in good faith
advise him of its position on the matter.
(d) Xx. Xxxxxxxxx agrees that the terms and restrictions of this
Section 4 are legitimate and reasonable in light of his access to Confidential
Information, the services he provided to the Company as its Chief Executive
Officer and the consideration that he is receiving pursuant to this Agreement.
Xx. Xxxxxxxxx further acknowledges that during the Restricted
2
Period, he will be able to earn a suitable livelihood without violating the
restrictions in this Agreement.
5. Prior Agreements. Xx. Xxxxxxxxx confirms his obligations to comply
with all of the provisions of the Agreement to Protect Corporate Property, which
Xx. Xxxxxxxxx entered into on May 23, 2001, a copy of which is attached hereto
as Exhibit B. To the extent that there are any conflicts or inconsistencies
between any of the provisions of the Agreement to Protect Corporate Property and
this Agreement, the provision of the agreement that affords the Company and/or
the Affiliates with the greater protection shall govern.
6. General Release by Xx. Xxxxxxxxx. (a) In consideration of this
Agreement and the monies and other good and valuable consideration provided to
Xx. Xxxxxxxxx pursuant to this Agreement, Xx. Xxxxxxxxx hereby irrevocably and
unconditionally releases, waives and forever discharges the Company, the
Affiliates and any and all of their past and present directors, officers,
shareholders, consultants, agents, representatives, attorneys, employees,
employee benefit plans and plan fiduciaries (collectively, the "Releasees"),
from any and all actions, causes of action, claims, demands, damages, remedies
and liabilities of whatsoever kind or character, in law or equity, suspected or
unsuspected, past or present, that he has ever had, may now have, or may later
assert against the Releasees, arising out of or related to Xx. Xxxxxxxxx'x
employment by or the performance of any services to or on behalf of the Company
or the termination of that employment and those services (hereinafter referred
to as "Benmosche's Claims"), from the beginning of time to the date he executes
this Agreement, including, without limitation any claims arising out of or
related to any federal, state and/or local labor or civil rights laws including,
without limitation, the Age Discrimination in Employment Act of 1967.
Notwithstanding the foregoing, this Agreement shall not affect Xx. Xxxxxxxxx'x
rights (A) to post-employment benefits that Xx. Xxxxxxxxx is entitled to receive
under the Company's benefit plans; (B) to indemnification under any director and
officer liability insurance that covered Xx. Xxxxxxxxx, any applicable
indemnification agreement or any indemnification rights provided under the
Company's articles of incorporation, by-laws, or resolutions; (C) to enforce the
terms of this Agreement.
(b) To the fullest extent permitted by law, Xx. Xxxxxxxxx agrees not
to lodge any formal or informal complaint in court, with any federal, state or
local agency or any other forum, including without limitation arbitration in any
jurisdiction ("Proceeding"), arising out of or related to Benmosche's Claims or
Xx. Xxxxxxxxx'x employment by or performance of services to or on behalf of the
Company or any of the other Releasees or the termination of that employment or
other services, or for any other reason. Execution of this Agreement by Xx.
Xxxxxxxxx operates as a complete bar and defense against any and all of
Benmosche's Claims against the Company and/or the other Releasees. If Xx.
Xxxxxxxxx should hereafter make any of Benmosche's Claims in any Proceeding
against the Company or any of the Releasees, this Agreement may be raised as and
shall constitute a complete bar to any such Proceeding.
7. Remedies.
(a) The Parties agree that money damages would be both incalculable
and an insufficient remedy for any breach by Xx. Xxxxxxxxx of Sections 3-5 of
this Agreement and that
3
any such actual, threatened or continuing breach will cause the Company and/or
the Affiliates irreparable harm. In the event of any such breach of Sections
3-5, the Company shall be entitled, without the requirement of posting a bond,
to equitable relief, including temporary, preliminary or permanent injunctive
relief, in any court of competent jurisdiction. Such equitable relief shall not
be the exclusive remedy for any breach by Xx. Xxxxxxxxx of this Agreement but
shall be in addition to any other damages or remedies available at law or in
equity to the Company, including the Company's right to cancel the Payments in
the event that Xx. Xxxxxxxxx has materially violated his obligations under any
of Sections 3 -5 hereof. Prior to canceling the Payments, the Board shall
provide notice to Xx. Xxxxxxxxx of its determination that he has breached one or
more those sections and the facts and circumstances surrounding the breach so
that, if curable, Xx. Xxxxxxxxx can attempt to cure his breach. If the Board
determines, in its sole discretion, that Xx. Xxxxxxxxx has cured the breach, the
Payments shall not be cancelled. The cancellation of the Payments shall not
effect any of Xx. Xxxxxxxxx'x obligations under this Agreement.
(b) If any of the provisions contained in this Agreement, or any part
thereof, is held to be unenforceable because of its duration, scope or the
geographic area covered thereby, or for any other reason, the court making such
determination shall have the power to reduce the duration, scope and/or
geographic area, or otherwise modify such provision, and to enforce it to the
maximum extent permitted by law.
8. No Admissions. This Agreement does not constitute an admission by
Xx. Xxxxxxxxx or the Company or any of the other Releasees of any violation of
any contract or of any statutory, constitutional or common law of any federal,
state or local government of the United States or of any other country or
political subdivision thereof, and Benmosche, the Company and each of the other
Releasees expressly deny any such violation or liability. This Agreement may not
be introduced in any action or proceeding by anyone for any purpose except to
evidence its terms.
9. No Reliance. Neither the Company nor Xx. Xxxxxxxxx is relying on
any representations made by the other regarding this Agreement or the
implications thereof.
10. Miscellaneous Provisions.
(a) No oral understanding, statements, promises or inducements
contrary to the terms of this Agreement exist. This Agreement cannot be changed
or terminated orally.
(b) Should any provision of this Agreement be held invalid, illegal or
unenforceable, it shall be modified so that its purpose can lawfully be
effectuated and the balance of this Agreement shall be enforceable and remain in
full force and effect. The Company's determination not to enforce this Agreement
as to specific violations shall not operate as a waiver or release of Xx.
Xxxxxxxxx'x obligations hereunder.
(c) This Agreement shall extend to, be binding upon, and inure to the
benefit of the Parties and their respective successors, heirs and assigns.
(d) This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to any choice of law or
conflict of law rules or
4
provisions (whether of the State of New York or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the State
of New York. Except as provided in Section 7(a), any action or proceeding
between the Parties shall be commenced in the state or federal court located in
the City, County and State of New York, and the Parties hereby submit to the
exclusive jurisdiction of the state or federal courts located in New York, New
York and further agree not to assert that any action brought in such
jurisdiction has been brought in an inconvenient forum.
(e) This Agreement may be executed in any number of counterparts each
of which when so executed shall be deemed to be an original and all of which
when taken together shall constitute one and the same agreement.
(f) Xx. Xxxxxxxxx shall advise the Company of any changes in his
current address to allow the Company to provide Xx. Xxxxxxxxx with any notices
required by this Agreement.
11. Effective Date/Revocation. Xx. Xxxxxxxxx may revoke this Agreement
in writing at any time during a period of seven (7) calendar days after the
execution of this Agreement by both of the Parties (the "Revocation Period").
Unless so revoked, this Agreement shall automatically become effective and
enforceable on the Resignation Date provided Xx. Xxxxxxxxx remains an employee
in good standing of the Company through and until such date (the "Effective
Date").
5
In signing this Agreement, Xx. Xxxxxxxxx acknowledges that: (A) He has
read and understands this Agreement and he is hereby advised in writing to
consult with an attorney prior to signing this Agreement; (B) He has signed this
Agreement voluntarily and understands that this Agreement contains a full and
final release of all of Benmosche's Claims; and (C) He has been offered at least
twenty-one (21) calendar days to consider this agreement.
/s/ Xxxxxx X. Xxxxxxxxx February 28 , 2006
-------------------------------- -----------------------------
Xxxxxx X. Xxxxxxxxx Date of Execution by
Xx. Xxxxxxxxx
METLIFE, INC.
By: /s/ Xxxxxxxxx X. Xxxx February 28
-------------------------- -----------------------------, 2006
Xxxxxxxxx X. Xxxx Date of Execution by
Senior Executive Vice President MetLife, Inc.
and Chief Administrative Officer
6
EXHIBIT A
Restricted Competitors
----------------------
Public Companies
AIG Life Group
Allstate Financial
CIGNA Group
GenWorth Financial Group
Hartford Life Group
Principal Life Group
Prudential of America Group
Private Companies
State Farm Group
TIAA Group
Mutual Companies
Mass Mutual Financial Group
New York Life Group
Northwestern Mutual Group
Thrivent Financial Group
International
AEGON USA, Inc.
AXA Financial Group
ING Group USA Life Group
ManuLife Financial
EXHIBIT B
Copy of Agreement to Protect Company Property
---------------------------------------------
