EXHIBIT 10.9
Human Resources Service Center
000 Xxxxxxxxxxx Xxxx, Xxxxxxxxx, XX 00000-0000
[METLIFE(R) LOGO]
AGREEMENT, WAIVER AND GENERAL RELEASE
This Agreement sets forth the entire agreement and understanding which has been
reached relative to the cessation of your (Xxxxxx Xxxxx) employment with MetLife
Group, Inc. ("MetLife"). It is fully agreed and understood as follows:
1. 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 December 30, 2003 and you
have indicated that you will retire from active service with MetLife effective
December 31, 2003, and that any and all claims arising from the cessation of
your active employment and your decision to retire are included in this release.
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.
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 this Section 1,
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 $675,000.00. 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 addition, MetLife agrees to pay you a special enhancement to
your pension benefit. Along these lines, you will receive this special
enhancement 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 two additional years of Company
service at the time of your retirement and as if you were two years older than
your actual age at the time of your retirement, less the amount of your pension
benefit determined under the Qualified Plan and Nonqualified Plan (combined)
without any enhancement to your age and service. This special enhancement
benefit will be paid to you at the same time and under the same method as you
elect with regard to the payment of your benefit under the Nonqualified Plan.
You acknowledge that the lump sum payment amount which the Company will
recommend to the Board of Directors and the ultimate payment amount approved by
such Board, in addition to the special pension arrangement provided for in this
Section 3 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 December 30, 2003, and you will resign from
your Vice-Chairmanship and membership effective with your discontinuance of your
active employment with MetLife. 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
active employment with MetLife, you hereby resign from such capacity effective
upon the discontinuance of your active 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.
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
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 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
2
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)
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 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 active 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.
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 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.
12. Pursuant to section 13(c) of the Amended and Restated Employment
Continuation Agreement dated November 30, 2001 between MetLife, Inc. and
yourself ("Employment Continuation Agreement"), you and MetLife, Inc. agree that
your Employment Continuation Agreement shall terminate upon the effective date
3
of this Agreement and you will thereafter no longer be covered by the Employment
Continuation Agreement nor entitled to receive any payments or benefits pursuant
to its terms.
/s/ Xxxxxx Xxxxx 8/26/03
----------------------------- -----------------------
Signature Date
STATE OF NEW JERSEY)
):
COUNTY OF XXXXXX)
On this 26 day of August, 2003, before me personally came Xxxxxx
Xxxxx, 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/ Xxxxxx Xxxxx
-----------------------------
Notary Public
XXXXXX XXXXX
NOTARY PUBLIC OF NEW JERSEY
MY COMMISSION EXPIRES NOV. 25, 2006
MetLife Group, Inc.
By: /s/ Xxxx X. Xxxxx August 8, 2003
------------------------------------- -----------------------
Xxxx X. Xxxxx Date
Senior Executive Vice-President
and Chief Administrative Officer
4
