EXHIBIT 10.19
THIS DOCUMENT CONSTITUTES PART
OF A PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933
MANAGEMENT RESTRICTED STOCK UNIT AGREEMENT
MetLife, Inc. confirms that, on [GRANT DATE] (the "Grant Date"), it
granted you, [NAME], [NUMBER] Restricted Stock Units (your "Units"). Your Units
are subject to the terms and conditions of this Management Restricted Stock Unit
Agreement (this "Agreement") and the MetLife, Inc. 2005 Stock and Incentive
Compensation Plan (the "Plan").
1. STANDARD SETTLEMENT TERMS. Except as provided in Sections 2 (Change of
Status) and 3 (Change of Control), the Period of Restriction for your Units will
expire, and each of your Units will be due and payable in the form of a Share,
on the third anniversary of the Grant Date (the "Standard Settlement Terms").
2. CHANGE OF STATUS. For purposes of this Section 2, your transfer between
the Company and an Affiliate, or among Affiliates, will not be a termination of
employment. In the event of a Change of Control, any applicable terms of Section
3 (Change of Control) will supersede the terms of this Section 2.
(a) Long-Term Disability. In the event of you qualify for long-term
disability benefits under a plan or arrangement offered by the Company or an
Affiliate for its Employees, the Standard Settlement Terms will continue to
apply to your Units. Once this provision applies, no other change of status
described in this Section 2 (except the provision regarding termination for
Cause) will affect your Units, even if you subsequently return to active service
or your employment with the Company or an Affiliate terminates other than for
Cause.
(b) Death. In the event that your employment with the Company or an
Affiliate terminates due to your death, each of your Units will be due and
payable in the form of cash at a value equal to the Closing Price on the date of
your death.
(c) Retirement. If your employment with the Company or an Affiliate
terminates (other than for Cause) on after your early retirement date or normal
retirement date (in each case determined under any ERISA qualified pension plan
offered by the Company or an Affiliate in which you participate, if any)
("Retirement"), the Standard Settlement Terms will continue to apply to your
Units.
(d) Bridge Eligibility. If your employment with the Company or an
Affiliate terminates (other than for Cause) with bridge eligibility for
retirement-related medical benefits (determined under the ERISA qualified
benefit plan offered by the Company or an Affiliate in which you participate, if
any) ("Bridge Eligibility"), and your separation agreement (offered to you under
the severance program offered by the Company or an Affiliate to its Employees)
becomes final, the Standard Settlement Terms will continue to apply to your
Units.
(e) Termination for Cause. In the event that your employment with the
Company or an Affiliate terminates for Cause, your Units will be forfeited
immediately.
(f) Other Termination of Employment. Unless the Committee determines
otherwise, if no other provision in this Section 2 regarding change of status
applies, including, for example, your voluntary termination of employment, your
termination without Retirement or Bridge Eligibility, or the termination of your
employment by the Company or an Affiliate without Cause, your Units will be
forfeited immediately. To the extent you are offered a separation agreement by
the Company or an Affiliate, the value of your forfeited Units may, in the
discretion of the Company or Affiliate, be considered in determining the terms
of that offer.
3. CHANGE OF CONTROL.
(a) Except as provided in Section 3(b), and unless otherwise prohibited
under law or by applicable rules of a national security exchange, if a Change of
Control occurs, your Units will be due and payable in the form of cash equal to
the number of your Units multiplied by the Change of Control Price, and such sum
shall be paid to you within thirty (30) day of the Change of Control.
(b) The terms of Section 3(a) will not apply to your 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 Units pursuant to
Section 15.2 of the Plan.
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 Units, and all rights with
respect to your Units are exercisable during your lifetime only by you.
5. BENEFICIARY DESIGNATION. You may name any beneficiary or beneficiaries
(who may be named contingently or successively) 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 will withhold from payment made under this
Agreement an amount sufficient to satisfy the minimum statutory Federal, state,
and local tax withholding requirements relating to payment on account of your
Units.
7. ADJUSTMENTS. The Committee may, in its discretion, make adjustments in
the terms and conditions of your Units in recognition of unusual or nonrecurring
events affecting the Company or its financial statements, or in recognition of
changes to applicable laws, regulations, or accounting principles, whenever the
Committee determines that such adjustments are appropriate to prevent unintended
dilution or enlargement of the potential benefits of your Units. The Committee's
determination in this regard will be conclusive.
8. TIMING OF PAYMENT. The Company will make payment to you as reasonably
practicable after such payment become payable under this Agreement, unless you
have earlier deferred such payment in accordance with arrangements offered to
you for that purpose. If Shares are to paid to you, you will receive evidence of
ownership of those Shares.
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
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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 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 Affiliates 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. For purposes of this Agreement, "Committee" includes
any direct or indirect delegate of the Committee as defined in the Plan, and 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. 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
Units. No promises, terms, or agreements of any kind regarding your 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. If you are an
Employee of an Affiliate, your Units are being provided to you by the Company on
behalf of that Affiliate, and the value of your Units will be considered a
compensation obligation of that Affiliate. Your Units are not Shares and do not
give you the rights of a holder of Shares. You will not be credited with
additional Units on account of any dividend paid on Shares. The issuance of
Shares or payment of cash pursuant to your 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. 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 the federal securities laws and any applicable state
or foreign securities laws.
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. FEDERAL INCOME TAX CONSEQUENCES OF RESTRICTED STOCK UNITS. The
following is a brief summary of the federal income tax aspects of Restricted
Stock Units under the Plan, based upon the federal income tax laws in effect on
the date of this Agreement. This summary is not intended to be exhaustive, and
the exact tax consequences to you will depend upon your particular circumstances
and
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other factors. Generally, a Participant will not recognize income, nor will the
Company or its subsidiaries be entitled to take a deduction, on the grant of
Restricted Stock Units. A Participant will recognize ordinary income on the
value of the cash or Shares receivable, if any, in the tax year in which the
Participant receives, or has the right to receive, the cash or Shares. Future
appreciation in the Shares issued will be taxed to the Participant, when the
Participant sells any such Shares, at short or long term capital gain rates
(depending on how long the Participant held the Shares). The Company or
Affiliate that is the employer of the Participant generally will be entitled to
a tax deduction equal to the amount recognized as ordinary income by the
Participant in the same year that the Participant recognizes the ordinary
income. The Company or Affiliate will not be entitled to a tax deduction for
income recognized by a Participant on the sale of Shares or for compensation
amounts that are determined to be "unreasonable" under the tax law.
15. AGREEMENT TO PROTECT CORPORATE PROPERTY. The grant of your Units is
subject to your execution of the Agreement to Protect Corporate Property
provided to you with this Agreement ("Property Agreement"). If you do not return
a signed copy of the Property Agreement, this Agreement and the 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, the Company has caused its duly authorized officer to
execute this Agreement, and you have executed this Agreement.
METLIFE, INC. EMPLOYEE
By: Xxxxxx X. Xxxxxxxxx [NAME]
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Name
Chairman of the Board and CEO
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Title
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Signature Signature
Date:
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