EXHIBIT 10.1
MANAGEMENT STOCK OPTION AGREEMENT
MetLife, Inc. confirms that, on [GRANT DATE] (the "Grant Date"), it
granted you, [NAME], [NUMBER] Stock Options (your "Options"). Each Option
entitles you to purchase one Share for $[CLOSING PRICE ON DATE OF GRANT] per
Share (the "Exercise Price"). Your Options are subject to the terms and
conditions of this Management Stock Option Agreement (this "Agreement") and the
MetLife, Inc. 2005 Stock and Incentive Compensation Plan (the "Plan").
1. STANDARD TERMS OF YOUR OPTIONS. Except as provided in Sections 3
(Change of Status) and 4 (Change of Control), one-third (1/3) of your Options
will become exercisable on each of the first, second and third anniversaries of
the Grant Date, and you may exercise your Options until the close of business on
[DAY PRIOR TO THE TENTH (10TH) ANNIVERSARY OF THE GRANT DATE] (the "Standard
Terms"). Neither this date, nor any other deadline for exercise of your Options
under this Agreement, will be extended regardless of whether you are unable to
exercise your Options on that date because it is not a business day, due to
trading limitations, or otherwise.
2. EXERCISE OF YOUR OPTIONS.
(a) You may exercise any of your Options that have become exercisable by
notifying the Company, using procedures that will be established for this
purpose, and paying for the Shares at the time you exercise your Options. Any
exercisable Options that you fail to exercise within the applicable period for
exercise will be forfeited.
(b) You may pay the Exercise Price in one or more of the following ways:
(1) in cash, (2) by exchanging Shares you already own (as long as those Shares
are not subject to any pledge or other security interest) at the Closing Price
on the date of exchange, (3) to the extent permitted by law, through an
arrangement with the broker designated by the Company in which the broker will
use the proceeds of the sale of a sufficient number of Shares to pay the
Exercise Price, or (4) through a combination of the above. The combined value
paid must have a value as of the date tendered that is at least equal to the
Exercise Price.
(c) You must exercise your Options in accordance with the Company's
xxxxxxx xxxxxxx policy and any applicable pre-trading clearance procedures. Your
exercise of Options or sale of Shares may be prohibited at certain times, or
delayed, due to Share trading volume limitations imposed by the Company. The
issuance of Shares pursuant to your Options 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 upon
exercise of any of your Options if that issuance or exercise would result in a
violation of applicable law, including the federal securities laws and any
applicable state or foreign securities laws.
(d) The number of Shares issuable upon exercise of your Options shall be
reduced to the nearest whole Share. If you retain some or all of the Shares
after you exercise your Options, you will receive evidence of ownership of those
Shares.
3. CHANGE OF STATUS. For purposes of this Section 3, 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
4 (Change of Control) will supersede the terms of this Section 3.
(a) Long-Term Disability. In the event you qualify for long-term
disability benefits under a plan or arrangement offered by the Company or an
Affiliate for its Employees, the Standard Terms will continue to apply to your
Options. Once this provision applies, no other change of status described in
this Sections 3 (except the provision regarding termination for Cause) will
affect your Options, 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, all of your Options will be immediately
exercisable and will remain exercisable until the close of business on the
Expiration Date.
(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 benefit plan
offered by the Company or an Affiliate in which you participate) ("Retirement"),
the Standard Terms will continue to apply to your Options.
(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 an 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 Terms will continue to apply to your Options.
(e) Termination for Cause. In the event that your employment with the
Company or an Affiliate terminates for Cause, all of your Options will be
forfeited immediately.
(f) Other Termination of Employment. Unless the Committee determines
otherwise, if no other provision in this Section 3 regarding change of status
applies, including, for example, your voluntary termination of employment, your
termination without Retirement or Bridge Eligibility, or your termination by the
Company or an Affiliate without Cause, then (a) your Options that are
exercisable as of the date of termination will remain exercisable until the
close of business on the 30th day after the date of your termination or until
they would expire under the Standard Terms, whichever period is shorter; and (b)
all of your Options that are not exercisable at the date of termination of your
employment with the Company or an Affiliate will be forfeited immediately.
4. CHANGE OF CONTROL.
(a) Except as provided in Section 4(b) and 4(c), and unless otherwise
prohibited under law or by applicable rules of a national security exchange, if
a Change of Control occurs:
(1) all of your unexercised Options will become exercisable
immediately regardless of the applicable exercise schedule; and
(2) notwithstanding any provisions of Section 3 (Change of Status)
to the contrary, if your employment with the Company or any Affiliate
terminates without Cause before the first anniversary of the Change of
Control, your Options will remain exercisable until the earlier of: (a)
their expiration under the Standard Terms; or (b) the
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first anniversary of the termination of your employment. For purposes of
this Section 4(a)(2), your transfer between the Company and an Affiliate,
or among Affiliates, will not be a termination of employment.
(b) Notwithstanding Section 4(a), the Committee may elect to redeem your
Options for a cash payment equal to the Change of Control Price less the
Exercise Price, multiplied by the number of exercisable Options that you have
not yet exercised.
(c) The terms of Sections 4(a) and 4(b) will not apply to your Options if
the Committee reasonably determines in good faith, prior to the Change of
Control, that you have been granted an Alternative Award for your Options
pursuant to Section 15.2 of the Plan.
5. NONTRANSFERABILITY OF AWARDS. Except as provided in Section 6 or
otherwise permitted by the Committee, you may not sell, transfer, pledge, assign
or otherwise alienate or hypothecate any of your Options, and all rights with
respect to your Options are exercisable during your lifetime only by you.
6. 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.
7. TAX WITHHOLDING. The Company will withhold from payment made under this
Agreement, or require you to remit, an amount sufficient to satisfy the minimum
statutory Federal, state, and local tax withholding requirements relating to the
exercise of your Options. The Company will defer payment of cash or the issuance
of Shares until this requirement is satisfied. You may satisfy this withholding
requirement by: (a) paying cash to the Company to cover the tax obligation; (b)
having Shares otherwise issuable upon the exercise of your Options withheld by
the Company at the Closing Price of those Shares as of the date of exercise
applied to cover the tax obligation; or (c) delivering previously acquired
Shares to the Company having a Closing Price value as of the date of exercise
equal to all or part of the tax obligation associated with the transaction, and
cash equal to the balance of the tax obligation.
8. ADJUSTMENTS. The Committee may, in its discretion, make adjustments in
the terms and conditions of your Options 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 Options. The Committee's determination in this regard will be
conclusive.
9. CLOSING PRICE. For purpose 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 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
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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 Options.
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 Affiliate 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.
14. 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 Options. No promises, terms, or agreements of any kind regarding your
Options 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 Options are being provided to you by the
Company on behalf of that Affiliate, and the value of your Options will be
considered a compensation obligation of that Affiliate. The Committee may, in
its discretion, substitute Stock Appreciation Rights for your Options to the
extent permitted by the Plan.
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15. 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.
16. AGREEMENT TO PROTECT CORPORATE PROPERTY. The grant of your Options 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 Options 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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