EX-10.4



 






MANAGEMENT PERFORMANCE SHARE AGREEMENT




     MetLife, Inc. confirms that, on [grant date] (the “Grant Date”), it granted you, [name],
[number] Performance Shares (your “Performance Shares”). Your Performance Shares are subject to
the terms and conditions of this Management Performance Share Agreement (this “Agreement”) and the
MetLife, Inc. 2005 Stock and Incentive Compensation Plan (the “Plan”).



     1. Standard Performance Terms.



     (a) The terms of this Section 1 shall be referred to as the “Standard Performance Terms” and
will apply to your Performance Shares except in so far as Sections 2 (Change of Status) or 3
(Change of Control) apply.



     (b) The Performance Period for your Performance Shares will begin on [date], [year] and end
on the December 31 immediately preceding the third anniversary of the beginning of the Performance
Period. After the conclusion of the Performance Period, the Committee shall certify in writing the
number of Performance Shares payable in accordance with Section 1(c) (your “Final Performance
Shares”), and your Final Performance Shares will be due and payable in Shares.



     (c) The Committee will determine your Final Performance Shares by multiplying your
Performance Shares by the “Performance Factor.” The Performance Factor means a percentage (from
zero to 200%) which is the sum of two other percentages (each from zero to 100%), described in (1)
and (2) below.




     (1) The first percentage will be based on the Company’s performance with respect to
Change in Annual Net Operating Income Available to Common Shareholders Per Share during the
Performance Period relative to the other companies in the Standard and Poor’s Insurance
Index, determined according to Table 1 of Schedule A to this Agreement. For this purpose,
(a) “Net Operating Income Available to Common Shareholders Per Share” for any period means
net income, excluding: (1) after-tax net investment gains and losses, (2) after-tax
adjustments related to net investment gains and losses, (3) after-tax discontinued
operations other than discontinued real estate, and (4) preferred stock dividends, in each
case determined according to generally accepted accounting principles, divided by the
weighted average number of shares outstanding during such period determined on a diluted
basis under generally accepted accounting principles; and (b) “Change in Annual Net
Operating Income Available to Common Shareholders Per Share” means Net Operating Income
Available to Common Shareholders Per Share in the final calendar year of the Performance
Period divided by Net Operating Income Available to Common Shareholders Per Share in the
calendar year immediately preceding the beginning of the Performance Period.




     (2) The second percentage will be based on the Company’s performance with respect to
Proportionate Total Shareholder Return during the Performance Period relative to the other
companies in the Standard and Poor’s Insurance Index, determined according to Table 2 of
Schedule A to this Agreement. For this purpose, (a) “Initial Closing Price” means the
average Closing Price (and, in the case of a company other than the Company, the most
closely analogous price) in the twenty (20) trading days prior to the first day of the
Performance Period; (b) “Final Closing Price” means the average Closing Price (and, the case
of a company other than the Company, the most closely analogous price) in the twenty (20)
trading days prior



 









 







to and including the final day of the Performance Period; (c) “Total
Shareholder Return” means the change (plus or minus) from the Initial Closing Price to the
Final Closing Price, plus dividends (if any) actually paid on Shares (or, in the case of a
company other than the Company, the most
closely analogous security) on a reinvested basis from the first day of the Performance
Period to and including the last day of the Performance Period; and (d) “Proportionate Total
Shareholder Return” means Total Shareholder Return divided by Initial Closing Price.



     (d) For these purposes, the Standard & Poor’s Insurance Index means each company which is
described by either of the following criteria:




     (1) the company is included in such index for the entirety of the Performance Period;
or




     (2) the company is included in such index on the final day of the Performance Period,
and at least fifty percent (50%) of the securities entitled to vote for the directors of
that company were owned, directly or indirectly, immediately after and as the result of a
merger, acquisition, or other similar corporate transaction, by a majority of the
shareholders (determined immediately prior to such transaction) of a company that was
either: (i) included in such index on the first day of the Performance Period, or (ii)
described by this Section 1(d)(2).



     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 you qualify for long-term disability benefits
under a plan or arrangement offered by the Company or an Affiliate for its Employees, the Standard
Performance Terms will continue to apply to your Performance Shares. Once this provision applies,
no other change of status described in this Section 2 (except the provision regarding termination
for Cause) will affect your Performance Shares, 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, your Performance Shares will be due and payable in Shares (or cash at
a value equal to the Closing Price on the date of your death, if so determined by the Committee).



     (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) (“Retirement”), the Standard Performance Terms will continue to apply to your
Performance Shares.



     (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 Performance Terms will continue to apply to your Performance Shares.



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     (e) Termination for Cause. In the event that your employment with the Company or an
Affiliate terminates for Cause, your Performance Shares 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 your termination by the Company or an Affiliate without Cause, your Performance
Shares will be forfeited immediately unless you are offered a separation agreement by the Company
or an Affiliate under a
severance program. To the extent your separation agreement becomes final, your Prorated
Performance Shares will be due and payable to you. The number of your “Prorated Performance
Shares” will be determined by dividing the number of calendar months in the Performance Period that
have ended as of the end of the month of the termination of your employment by thirty-six (36),
multiplying the result by the number of your Performance Shares, and rounding to the nearest whole
number; provided, however, that if the date of the termination of your employment is prior
to the first anniversary of the beginning of the Performance Period, then the number of your
Prorated Performance Shares shall be zero (0). Payment for each of your Prorated Performance
Shares will be made in cash at a value equal to the Closing Price on the Grant Date, and shall be
rounded to the nearest one-hundred dollars ($100.00). If your separation agreement does not become
final, your Performance Shares will be forfeited.



     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 Performance
Shares will be due and payable in the form of cash equal to the number of your Performance Shares
multiplied by the Change of Control Price



     (b) The terms of Section 3(a) will not apply to your Performance Shares if the Committee
reasonably determines in good faith, prior to the Change of Control, that you have been granted an
Alternative Award for your Performance Shares pursuant to Section 15.2 of the Plan. Any such
Alternative Award shall not accelerate the timing of payment or otherwise violate Code Section
409A.



     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 Performance Shares, and all rights with respect to your Performance Shares
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 Performance Shares.



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     7. Adjustments. The Committee will make appropriate adjustments in the terms and
conditions of your Performance Shares in recognition of unusual or nonrecurring events affecting
the Company or its financial statements (such as a Common Stock dividend, Common Stock split,
recapitalization, payment of an extraordinary dividend, merger, consolidation, combination,
spin-off, distribution of assets to stockholders other than ordinary cash dividends, exchange of
shares, or other similar corporate change), or in recognition of changes to applicable laws,
regulations, or accounting principles, to prevent unintended dilution or enlargement of the
potential benefits of your Performance Shares. The Committee’s determinations in this regard will
be conclusive.



     8. Timing of Payment.



     (a) This Agreement is intended to comply with Code Section 409A and shall be interpreted
accordingly. If Shares are to be paid to you, you will receive evidence of ownership of those
Shares.



     (b) If payment is due and payable under Section 2(b), it will be made upon your death.



     (c) If payment is due and payable under Section 2(f), it will be made six (6) months after
the termination of your employment (or six (6) months after your “separation from service” under
Code Section 409A, if that is a different date).



     (d) If payment is due and payable under Section 3(a), and the Change of Control that causes
payment to be due and payable is a “change of control” as defined under Code Section 409A, such sum
shall be paid to you within thirty (30) days of the Change of Control. If payment is due and
payable under Section 3(a), and the Change of Control that causes payment to be due and payable is
not a “change of control” as defined under Code Section 409A, such sum shall be paid to you at the
time determined under Section 8(e).



     (e) If payment is due and payable under the Standard Performance Terms and you have chosen to
defer payment under an applicable deferred compensation plan offered by the Company or an
Affiliate, payment will be made at the time determined under that plan. If payment is due and
payable under the Standard Performance Terms and you have not chosen to defer payment under an
applicable deferred compensation plan offered by the Company or an Affiliate, payment will be made
in the calendar year after the end of the Performance Period.



     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
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 Performance Shares.



     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.



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     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 Performance Shares. No promises, terms, or
agreements of any kind regarding your Performance Shares 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 Performance Shares are being provided to you by the Company
on behalf of that Affiliate, and the value of your Performance
Shares will be considered a compensation obligation of that Affiliate. Your Performance
Shares are not Shares and do not give you the rights of a holder of Shares. You will not be
credited with additional Performance Shares on account of any dividend paid on Shares. The
issuance of Shares or payment of cash pursuant to your Performance Shares 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.



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     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. Agreement to Protect Corporate Property. The grant of your Performance Shares 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 Performance Shares 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:	 	C. Robert Henrikson	 	 	 	[name]	 	 
	 

	 	Name	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Chairman of the Board,	 	 	 	 	 	 	 	 
	 

	 	President, and Chief Executive Officer	 	 	 	 	 	 	 	 
	 

	 	Title	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	Signature	 	 	 	Signature	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Date:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 






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Schedule A

to Management Performance Share Agreement




Table 1




	 	 	 
	Change in Annual Net Operating	 	 
	Income Available to Common	 	 
	Shareholders Company Performance	 	 
	(Percentile Relative to Other	 	First Percentage For Purposes of
	Companies in S&P Ins. Index)	 	Determining Performance Factor*
	0-24
	 	0
	25
	 	25
	26
	 	26
	27
	 	27
	28
	 	28
	29
	 	29
	30
	 	30
	31
	 	31
	32
	 	32
	33
	 	33
	34
	 	34
	35
	 	35
	36
	 	36
	37
	 	37
	38
	 	38
	39
	 	39
	40
	 	40
	41
	 	41
	42
	 	42
	43
	 	43
	44
	 	44
	45
	 	45
	46
	 	46
	47
	 	47
	48
	 	48
	49
	 	49
	50
	 	50
	51
	 	52
	52
	 	54
	53
	 	56
	54
	 	58
	55
	 	60
	56
	 	62
	57
	 	64
	58
	 	66
	59
	 	68
	60
	 	70
	61
	 	72
	62
	 	74
	63
	 	76
	64
	 	78
	65
	 	80
	66
	 	82
	67
	 	84
	68
	 	86
	69
	 	88
	70
	 	90
	71
	 	92
	72
	 	94
	73
	 	96
	74
	 	98
	75-99
	 	100






Table 2




	 	 	 	 	 
	Proportionate Total Shareholder	 	 
	Return Company Performance	 	 
	(Percentile Relative to Other	 	Second Percentage For Purposes of
	Companies in S&P Ins. Index)	 	Determining Performance Factor*
	0-24

	 	 	0	 
	25

	 	 	25	 
	26

	 	 	26	 
	27

	 	 	27	 
	28

	 	 	28	 
	29

	 	 	29	 
	30

	 	 	30	 
	31

	 	 	31	 
	32

	 	 	32	 
	33

	 	 	33	 
	34

	 	 	34	 
	35

	 	 	35	 
	36

	 	 	36	 
	37

	 	 	37	 
	38

	 	 	38	 
	39

	 	 	39	 
	40

	 	 	40	 
	41

	 	 	41	 
	42

	 	 	42	 
	43

	 	 	43	 
	44

	 	 	44	 
	45

	 	 	45	 
	46

	 	 	46	 
	47

	 	 	47	 
	48

	 	 	48	 
	49

	 	 	49	 
	50

	 	 	50	 
	51

	 	 	52	 
	52

	 	 	54	 
	53

	 	 	56	 
	54

	 	 	58	 
	55

	 	 	60	 
	56

	 	 	62	 
	57

	 	 	64	 
	58

	 	 	66	 
	59

	 	 	68	 
	60

	 	 	70	 
	61

	 	 	72	 
	62

	 	 	74	 
	63

	 	 	76	 
	64

	 	 	78	 
	65

	 	 	80	 
	66

	 	 	82	 
	67

	 	 	84	 
	68

	 	 	86	 
	69

	 	 	88	 
	70

	 	 	90	 
	71

	 	 	92	 
	72

	 	 	94	 
	73

	 	 	96	 
	74

	 	 	98	 
	75-99

	 	 	100	 








 




			
	*	 	First percentage and second percentage are added together and the total is multiplied by the
number of Performance Shares granted to determine the number of Final Performance Shares. See
Section 1(c) of this Agreement.