exv10w3





Exhibit 10.3


	 	 	 

	Steven A. Kandarian

President and Chief Executive Officer

	 	
	 
	 	 
	MetLife, Inc.
	 	 
	1095 Avenue of the Americas
	 	 
	New York, NY 10036
	 	 





July 27, 2011




Frans Hijkoop

#######

#######




Dear Frans,



It is with great pleasure that I invite you to join MetLife, a leading global provider of insurance
and other financial services to millions of individual and institutional customers.



With this letter, I am pleased to offer you the position of Executive Vice President and Chief
Human Resources Officer at a rate of
pay day equal to an annual base salary of $500,000 payable semi-monthly – i.e.,
you will be paid twice a month,
on the 15th of the month and
the last work day of the month. If a pay day
falls on a weekend, holiday or other non-work day, you will generally be paid on the
business day immediately before the pay day.



This position reports to me and will be based in MetLife’s Headquarters at 1095 Avenue of the
Americas, New York, New York.



As Executive Vice President and Chief Human Resources Officer, you will be an employee of MetLife
Group, Inc. and an officer of MetLife, Inc., MetLife Group, Inc. and Metropolitan Life Insurance
Company. Your appointment is conditioned on the approval of the Compensation Committee and
MetLife’s Board of Directors.



Your total compensation opportunity includes your base salary, annual incentive and long-term
stock-based incentives. The Compensation Committee of
MetLife’s Board of Directors oversees our annual (Annual Variable Incentive Plan or AVIP) and
long-term incentive plans. Awards under these plans are discretionary and heavily influenced by
company, business unit and individual performance. You must be actively at work on the
date of any payments or grants, as determined by the applicable plan or program to receive such
awards.



The initial annualized total compensation
opportunity for this position will be approximately $2.2
million. Your Annual Variable Incentive Plan (AVIP) award opportunity will be
approximately $500,000 and your long-term
stock-based incentives will be a mix
of performance shares and stock options, which on
a total basis will be approximately $1.2 million. For performance year 2011, your AVIP will be
guaranteed at no less than $500,000.






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In addition, in consideration of the beginning of your employment, I will be recommending to
MetLife’s Compensation Committee and Board of Directors the
following stock-based incentive compensation awards:





	•	 	A grant of stock options valued
at approximately $385,000 (based on a
planning stock price of $40.00, this would be
28,825 stock options). The stock option price will be the closing stock
price of MetLife, Inc. common stock
on the date the grant is
approved and will be subject to the
terms of the stock incentive plan
and stock option agreement, which will
be provided to you. Stock options vest one-third each year
from the date of the grant.






	•	 	An award of Performance Shares valued
at approximately $385,000 (based on a stock price of
$40.00, this would be 9,600 shares). The performance period runs from January 1, 2011
through December 31, 2013 with final
awards payable in April 2014. The
performance shares are subject to the terms of the stock incentive plan and performance share
agreement, which will be provided to you. You must be an employee on December 31, 2013 to be
eligible for the award.






	•	 	A one-time grant of Restricted Stock Units (RSUs)
valued at approximately $625,000 (based on a planning stock
price of $40.00, this would be 15,600 RSUs) and would be subject to the terms of the
stock incentive plan and the restricted stock unit agreement, which will be provided
to you. The RSUs will cliff
vest and would be payable three
years after the date of the grant.




Subject to the approval of the
Compensation Committee and Board of Directors, you will receive the following sign-on
bonuses:





	•	 	$540,000, less applicable taxes and other required withholding, to be paid to you in a lump
sum the first paycheck following 30 calendar days of active employment with MetLife.
Should you voluntarily terminate your
employment with MetLife prior to the first
anniversary of the beginning of your
employment, this sign-on bonus is
repayable to MetLife, on a prorated basis
(based on the portion of the
period between your start date and your first anniversary) at the
time of termination to the extent
permissible under law. You will not have the opportunity to
defer this payment.






	•	 	$420,000, less applicable taxes and other required withholding, to be paid in a lump sum
February 2012. You must be actively employed at the time of payment to receive the bonus.
You will not have the opportunity to defer this payment.




In consideration of your family situation, you will be eligible up until December 31, 2013, for a
relocation allowance in the amount of $150,000 less applicable taxes and other required
withholding, to be paid in a lump sum. In order to receive the lump sum, you must provide
documentation showing that you have sold your residence in New Canaan, CT and be actively employed
at the time of payment to receive the allowance. You will not have the opportunity to
defer this payment. Should you voluntarily terminate your employment within the
12 months of your effective date of employment, you must reimburse MetLife for all
relocation-related costs including allowances paid directly to you.



MetLife has a stock ownership program
covering Senior Vice Presidents and above
and equivalent positions. The program provides that individuals in these positions should own
MetLife, Inc. common stock in an amount at
least equal to a multiple – from 2 to 7 times – of their annual base salary. As
Executive Vice President and Chief Human
Resources Officer, you will be responsible for owning
3X your annual base salary. Ownership
includes shares and share equivalents acquired through
company sponsored programs, such as investments in the
MetLife Company Stock Fund of the Savings &
Investment Plan, or the Auxiliary Savings
& Investment Plan, as well as shares




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purchased in the open market. While there is no official time frame for reaching the minimum
ownership requirement, you are expected to
hold all “profit shares” received from exercising any stock options, and
any shares you receive (or defer) in
payment from performance share awards or restricted stock units
until you meet your ownership requirement.



Under MetLife’s Insider Trading Policy, you may not trade in MetLife securities while you are aware
of material, nonpublic information about MetLife. In addition, you will be required to obtain
prior approval of the MetLife, Inc. Corporate Secretary before executing transactions in MetLife,
Inc. securities, including those that affect your interest in the MetLife Company Stock Fund in
certain benefit plans. You will also be subject to the requirements of Section 16 of the
Securities and Exchange Act of 1934, and
as such you will be required to report your transactions in
MetLife, Inc. securities to the U.S.
Securities and Exchange Commission under the
rules of that Section. You will be notified and given instructions on how to request clearance for
such transactions.



MetLife has a competitive and comprehensive array of benefits designed to provide you with choice
and flexibility. Under our current plans, you will be eligible for healthcare and dental coverage,
disability income benefits, group life insurance, as well as several voluntary benefits such as
legal services. In addition, a chauffeured car will be provided to you.



You will be immediately eligible to
participate in the MetLife Savings and Investment Plan (SIP), which includes a 401(k)
component. After one year of service, you will become eligible for the Company matching
contributions for each pay period in which you are enrolled to contribute at least the
minimum employee contribution. If your
compensation exceeds the limit imposed by the IRS
on which contributions can be made to SIP ($245,000 for 2011), company contributions on
compensation in excess of this amount
will be made to an auxiliary plan
provided you are enrolled to contribute at least the minimum employee contribution to SIP.



After one year of service you will also automatically become a participant in the MetLife
Retirement Plan Personal Retirement Account (PRA)
which is fully funded by the company and provides
a contribution of 5% of your benefitable pay up to the social security wage base ($106,800 in 2011)
and 10% above the wage base – you make no contributions to this plan. In addition,
you will earn credit in an auxiliary pension plan if your
compensation exceeds the limit imposed by the IRS for compensation eligible for credit under the
PRA ($245,000 in 2011).



In addition, through annual enrollments, you
will have the option to defer compensation in a plan designed for that purpose. You
will receive further details at a later time.



You will be eligible to participate in
MetLife’s benefits according to the terms
of each benefit plan. Certain benefits such as
benefits under the Retirement Plan and company matching contributions under SIP are
subject to certain vesting requirements. With respect to health care benefits specifically, you
will be eligible for coverage on the first of the month following thirty days of employment. More
information about your benefits will be delivered within a few weeks following your employment
date.




You will be eligible for 22 paid time off (PTO) and 3 Personal/Family days, which will be

pro-rated in 2011.



This offer of employment is based on
our confidence that your employment with
MetLife will be a mutually rewarding
and enriching experience, but it is
not an employment contract, and does not






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represent a guarantee of continued employment
for any period of time. Employment at MetLife is
“employment at will”, which means that either you or MetLife may terminate the
relationship at any time with or without cause or notice.



Our offer is contingent on a satisfactory background check which may include fingerprinting,
professional reference checks and successful
passing of a drug-screening test. This
offer is subject to withdrawal if the background check, reference checks or
drug-screening test do not meet MetLife requirements. In order
to prevent delay in your ability to
start employment, please be sure to complete your drug-screening as
soon as possible but by no later than 3 days from the date of this letter. In
addition, this offer is contingent upon your being able to produce evidence of your work
authorization in the United States when you commence employment.



Frans, I believe that you will be a
great addition to the team, and am
confident that you will help us realize many of the significant
opportunities available to us here at MetLife.



Again, I am delighted to extend this
job offer, and look forward to receiving your
acceptance. We are sure that your decision to join MetLife will be mutually rewarding and
beneficial. Please return one signed copy of this
letter to Dennis Shiel, Senior Vice
President, Human Resources, in the enclosed postage
paid envelope to indicate your acceptance, and keep a second copy for your
personal record. In the meantime, please feel free to give me a call with any questions that you
may have at ###-###-#### or Dennis at ###-###-####.




	 	 	 

	Sincerely,

	 	I accept this job offer.
	 
	 	 
	Steven A. Kandarian

	 	Frans Hijkoop
	President and Chief Executive Officer
	 	 
	MetLife, Inc.
	 	 
	 
	 	 
	Signature
/s/ Steven A. Kandarian

	 	Signature /s/ Frans Hijkoop
	 

	 	 
	 
	 	 
	 

	 	Date July 30th 2011







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