Exhibit 10.3
SEPARATION AGREEMENT, WAIVER AND GENERAL RELEASE
This Separation Agreement, Waiver and General Release ("Agreement") is
entered into this 16th day of July, 2002 by and between Metropolitan Life
Insurance Company ("MetLife"), and Xxxxx X. Xxxxxx ("Xxxxxx").
WHEREAS, Xxxxxx was employed by New England Life Insurance Company, a
subsidiary of MetLife, pursuant to an Executive Employment Agreement dated June
16, 1997 ("Employment Agreement"); and
WHEREAS, Xxxxxx'x Employment Agreement expired by its terms on June 15,
2000 and Xxxxxx has thereafter continued in an employment relationship with
MetLife on an employment-at-will basis; and
WHEREAS, MetLife and Xxxxxx have determined to end the employment
relationship and exchange valuable consideration on the basis of the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises, covenants and agreements set forth herein, it is hereby agreed as
follows:
1. Xxxxxx'x employment with MetLife will terminate effective July 31,
2002 ("Termination Date"). He agrees that he will act in a manner consistent
with the provisions set forth in this Agreement from the date of its execution
until the Termination Date. Effective July 31, 2002, Xxxxxx shall resign from
any and all positions that he may hold as an officer, trustee or member of the
Board of Directors of any Company entity, and shall execute whatever
documentation is necessary to accomplish such resignations. MetLife shall
document Xxxxxx'x separation as a voluntary resignation from employment for
purposes of Xxxxxx'x personnel file, external communications and communications
with any and all governmental and regulatory authorities, such as the Securities
and Exchange Commission, the National Association of Securities Dealers, Inc.
and the Association for Investment Management & Research.
2. As of the Termination Date, those provisions of the Employment
Agreement that were to extend beyond the termination date of the Employment
Agreement will become null and void. This Agreement will establish all the terms
and conditions that shall continue to govern the relationship between Xxxxxx and
MetLife, and except as otherwise provided in this Agreement or as required by
law, Xxxxxx'x compensation and benefits from the Company shall end on the
Termination Date.
3. In exchange for the consideration recited in this Agreement,
including the General Release set forth in Paragraph 11 of this Agreement, and
in full satisfaction of any and all obligations to Xxxxxx under the Employment
Agreement or any other obligations, MetLife will pay to Xxxxxx, subject to the
terms and conditions of this Agreement, the sum of $3,100,000 (net of any
withholding of taxes required by law) within five business days of July 31,
2002; and (ii) purchase an annuity that will provide Xxxxxx with the sum of
$400,000 per year starting at his age 62, which annuity will feature a 20 year
term certain and otherwise be payable for Xxxxxx'x life.
Xxxxxx acknowledges that the payments and other consideration provided
for under this Agreement are in exchange for the waiver of any rights he may
have under the Employment Agreement or any plan or program offered by MetLife
and provide good and adequate consideration for the waiver provided in this
Agreement. Xxxxxx further agrees that the payments provided to him in this
Paragraph 3 are conditioned upon his compliance with his undertakings set forth
herein, including those set forth in Paragraphs 4, 5, 6, 7, 8 and 9 below.
4. No later than the Termination Date, Xxxxxx shall deliver to the
person designated by MetLife to receive same, all information, documents and
other materials (including but not limited to manuals, correspondence, reports,
records, memoranda, notes, videotapes, audio tapes, disks, cd-roms, and any
copies or transcripts of the foregoing) concerning or in any way relating to
Xxxxxx'x employment with MetLife, or the Company's business or operations, that
Xxxxxx is aware of that are in Xxxxxx'x custody, possession or control, except
that nothing in this Agreement shall preclude Xxxxxx from retaining documents
and other materials that are purely personal in nature. Xxxxxx shall not be in
violation of this Paragraph 4 unless his failure to return any such documents or
materials is willful and he fails to do so within 48 hours after discovery of
such documents or materials. Likewise, if MetLife is or becomes aware of any
documents or materials covered by this Paragraph 4 that are not returned, it
shall provide written notice to Xxxxxx and Xxxxxx shall return such documents or
materials within 48 hours of such request.
5. No later than the Termination Date, Xxxxxx shall deliver to the
person designated by MetLife to receive same, all property of the Company,
including all keys, records and information belonging to the Company in tangible
form (including any documents, memoranda and/or files, stored in whatever media)
and/or equipment, identification cards, books, notes, recordings, and all copies
or
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transcripts thereof. Xxxxxx shall not be in violation of this Paragraph 5 unless
his failure to return any such property is willful and he fails to do so within
48 hours after discovery of such property. Likewise, if MetLife is or becomes
aware of any property covered by this Paragraph 5 that is not returned, it shall
provide written notice to Xxxxxx and Xxxxxx shall return such property within 48
hours of such request.
6. The existence, terms and conditions of this Agreement are and shall
be deemed to be fully confidential and shall not hereafter be disclosed by
Xxxxxx or the Company to any other person or entity, except as may be required
by law, as may be required by the Internal Revenue Service or any other
governmental authority, and except that Xxxxxx may disclose the existence, terms
and conditions of this Agreement to his attorneys, accountants, immediate family
members, lenders and/or financial advisors and, with respect to prospective
employers Paragraphs 7, 8, 9 and 10 of this Agreement, provided that he makes
each such person to whom disclosure is made aware of the confidentiality of this
Agreement and that person agrees to keep the terms of the Agreement
confidential, and except that the Company may disclose the existence, terms and
conditions of this Agreement within the Company and to its attorneys,
accountants and auditors, and as otherwise appropriate in the conduct of the
Company's business and affairs. Xxxxxx will give MetLife ten (10) days written
notice in the event he is subpoenaed or otherwise required by law to disclose
the existence or contents of this Agreement by mailing to MetLife's Law
Department located at One Madison Avenue New York, New York a copy of any such
legal demand for such information (or, if he is 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). MetLife will give
Xxxxxx ten (10) days written notice in the event it is subpoenaed or otherwise
required by law to disclose the existence or contents of this Agreement by
mailing to him at the address set forth in Paragraph 18 a copy of any such legal
demand for such information (or, if it is 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).
7. Xxxxxx agrees that he will not now and for a period of eighteen
months after the Termination Date knowingly (i) directly or indirectly solicit
any employee of the Company ("Employee") to become employed, associated or
contracted by or with him or any entity in which he is an employee, owner,
investor or otherwise associated ("Other Company"); (ii) directly or indirectly
solicit any Employee to become employed, associated or contracted with an
organization providing services to Xxxxxx or any Other Company; and (iii)
interview an Employee for a job or engagement, or offer, authorize, approve or
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agree to hire or engage an Employee for any job opportunity or similar
engagement with him or any Other Company.
8. Xxxxxx agrees that he will not now and for a period of eighteen
months after the Termination Date, to the extent permitted by law, intentionally
interfere in the Company's business or try to disrupt the Company's business,
whether by his own efforts, or indirectly through the efforts of others, and he
will not use any MetLife information or property to assist him or others to do
so. This prohibition includes but is not limited to wrongfully diverting
business away from MetLife or seeking to have any MetLife customer reduce or
terminate any insurance, annuity contract or program or any other product
obtained from or through MetLife.
9. Xxxxxx and the Company each agree that neither will knowingly make
statements that damage, disparage or otherwise diminish the reputation and
business practices of the other. This includes statements made verbally, in
writing or electronically. This provision shall not impair the ability of either
Xxxxxx or the Company to introduce information that he or it believes is
relevant to any lawsuit or other proceeding between or involving them both with
respect to the subjects covered by this Agreement. If either Xxxxxx or the
Company is required by process of law or otherwise required by regulatory or
administrative process to provide information to any third party that it
reasonably believes might be perceived by the other to represent a statement
otherwise prohibited by this Paragraph, the party so required will give notice
to the other on the same terms as provided in Paragraph 6.
10. Xxxxxx agrees to make himself available, at reasonable times and on
reasonable notice from the Company and its counsel, for purposes of providing
factual information and/or truthful testimony in connection with any
investigation or any action, suit, complaint, claim, grievance, charge or
proceeding of any kind, in any court, or with any self-regulatory organization,
or before any administrative, governmental or investigative body or agency
(whether public, quasi-public or private), in which the Company is a party or
has an interest. The Company will reimburse Xxxxxx any reasonable expenses
incurred related to his compliance with Paragraph 10.
11. Xxxxxx agrees, for himself and his relatives, heirs, executors,
administrators, successors, and assigns that he hereby fully and forever
releases and discharges MetLife, its parents, subsidiaries, affiliates, and
agents and their respective past, present, and future directors, officers,
employees, agents, representatives, employee benefits plans or funds (except as
set forth below in this Paragraph 11) and the fiduciaries thereof, successors,
and assigns (collectively, "the Company") from any and all claims, charges,
demands, actions, liability,
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damages, sums of money, back pay, front pay, attorneys' fees, or rights of any
and every kind or nature, accrued or unaccrued, which Xxxxxx ever had, now has
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 Xxxxxx
executes this Agreement including, but not limited to, (i) any claim arising out
of or related to Xxxxxx'x employment by the Company or the discontinuance
thereof; (ii) any claims arising under or for breach of any provisions of the
Employment Agreement, it being the intention of the parties to supersede all
rights and obligations created or arising under all prior agreements, whether
written or oral, including without limitation the Employment Agreement, with the
terms and conditions set forth herein, (iii) any alleged violations of any
federal, state, or local fair employment practice or benefits laws, or other
employee relations statute, executive order, law, or ordinance, (iv) 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, (v) any claim on Xxxxxx'x
behalf in any action brought by any administrative agency or other party
(including claims for back pay, front pay, damages, in whatever form, and for
reinstatement), and (vi) any expectation, anticipation, right, or claim under
the MetLife, Inc. 2000 Stock Incentive Plan or any other Company incentive
compensation plan (including the Annual Variable Incentive Plan and the Long
Term Performance Compensation Plan) or claim to any salary and bonuses. Xxxxxx
acknowledges that, prior to his execution of this Agreement, he has been fully
informed that his employment is being discontinued and that any and all claims
arising from this discontinuance are included in this release. This Paragraph 11
is not intended to and does not release any claims to rights to indemnity that
Xxxxxx may have for actions or inactions taken or not taken during his
employment with MetLife or its affiliates. This Agreement does not affect any
vested benefits or rights under employee benefit plans. Set forth in Attachment
A is a list of the various plans offered by MetLife in which Xxxxxx participated
or might have participated, including employee benefit plans under ERISA and
other plans, and in those in which he participated, the amount of Xxxxxx'x
benefit or participation in such plan ("Benefit Amount.") This Agreement is not
intended to, and does not, release any Benefit Amount.
12. Xxxxxx and MetLife acknowledge that each of them fully understands
the terms of this Agreement and their significance, that each has signed it
voluntarily and of his and its own free will, and that each intends to abide by
its provisions without exception.
13. Xxxxxx acknowledges that this Agreement may not be changed except
in a writing that specifically references this Agreement and that is signed by
him and the Senior Executive Vice-President and Chief Administrative Officer of
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MetLife. With the exception of the written stock option agreement into which
Xxxxxx entered during his employment with MetLife granting him the option to
purchase certain shares of MetLife, Inc. common stock, and the Agreement to
Protect Corporate Property which he may have signed during his employment with
MetLife, which remain in full force and effect, and the plans referenced in
Attachment A, this Agreement constitutes the full understanding between Xxxxxx
and MetLife regarding the subject matter hereof. Xxxxxx further acknowledges
that no other promises or agreements of any kind have been made to him by any
person or entity whatsoever to cause him to sign this Agreement, and that no
other promises or agreements or any kind between him and the Company exist or
survive the execution of this Agreement.
14. The making of this Agreement is not intended and shall not be
construed as any admission that the Company has violated any federal, state or
local law (statutory or decisional), ordinance or regulation, or has committed
any wrong against Xxxxxx.
15. This Agreement may not be used as evidence in any proceeding,
except in a proceeding in which one of the parties alleges a breach of the
Agreement.
16. This Agreement may be executed simultaneously in several
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
17. For purposes of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and may be
delivered to either party by facsimile, overnight carrier or United States mail,
as follows:
If to Xxxxxx:
Xxxxx X. Xxxxxx
[redacted]
[redacted]
If to MetLife:
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Metropolitan Life Insurance Company
Xxx Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxx X. Xxxxx
Senior Executive Vice-President and
Chief Administrative Officer
Facsimile: 000-000-0000
18. This Agreement shall be governed by the laws of the state of New
York, and shall be construed and enforced in all respects by the laws of the
state of New York without regard to the conflict of laws principles thereof.
19. 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.
20. This Agreement is binding upon and shall inure to the benefit of
the parties and each of their respective heirs, distributees, executors,
administrators, personal representatives, successors and assigns.
21. In the event that any action, suit or other proceeding is
instituted to enforce or interpret this Agreement, or to remedy, prevent or
obtain relief from a breach of this Agreement, the prevailing party shall
recover all of such party's costs and fees (including attorney's fees) incurred
in each and every such action, suit or other proceeding, including any and all
appeals or petitions therefrom.
Xxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxxx July 16, 2002
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Signature Date
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Metropolitan Life Insurance Company
By: /s/ Xxxx X. Xxxxx July 16, 2002
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Name: Xxxx X. Xxxxx Date
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Title: Senior Executive Vice-President
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