MetLife International Performance Unit Incentive Plan



 Exhibit 10.46 
 METLIFE INTERNATIONAL PERFORMANCE UNIT INCENTIVE PLAN 
 (as amended and
restated effective February 23, 2011) 
 ARTICLE I. 

PURPOSE 
 The
purpose of the “METLIFE INTERNATIONAL PERFORMANCE UNIT INCENTIVE PLAN” as it may be amended from time to time (the “Plan”) is to foster and promote the long-term financial success of each Affiliate and materially increase the
value of each Affiliate by (a) motivating superior performance, and (b) enabling each Affiliate to attract and retain the services of an outstanding management team upon whose judgment, interest, and special effort the successful conduct
of its operations is largely dependent. 
 ARTICLE II. 
 DEFINITIONS 
 2.1. Definitions. Whenever used herein, the following terms
shall have the respective meanings set forth below: 
 (a) “Act” means the Securities Exchange Act of
1934, as amended. 
 (b) “Administrator” means the Chief Executive Officer of the Company, or
such individual(s) as he shall designate in writing for such purpose from time to time. 
 (c)
“Affiliate” includes each corporation, partnership, joint venture, limited liability company, or other entity (not including the Company): 
 (i) that is within the meaning of that term in Rule 12b-2 of the General Rules and Regulations of the Act, with reference to the Company; 

(ii) in which the Company owns, directly or indirectly, at least twenty percent (20%) of the total combined Voting
Power of such corporation or of the capital interest or profits interest of such partnership or other entity; or 

(ii) which is a partner in a partnership with the Company or any Affiliate as defined in parts (i) or (ii) of
this definition. 
 (d) “Alternative Award” means new rights that: 

(i) are based on stock which is traded on an established securities market, or that the Administrator reasonably believes
will be so traded within 60 days after the Change of Control; 
 (ii) provide such Participant with rights and
entitlements substantially equivalent to or better than the rights, terms and conditions applicable under the Performance Unit with regard to which it is granted, including, but not limited to, an identical or better exercise, eligibility, or
vesting schedule and identical or better timing and methods of payment; 







 (iii) have substantially equivalent economic value to the Performance Unit
with regard to which it is granted (determined at the time of the Change of Control); 
 (iv) have terms and
conditions which provide that in the event that of the Participant’s involuntary Termination or is Constructively Terminated, any conditions on a Participant’s rights under, or any restrictions on transfer or exercisability applicable to,
the rights shall be waived or shall lapse, as the case may be; and 
 (v) do not accelerate the timing of payment
or otherwise violate Code Section 409A. 
 (e) “Approved Retirement” means a Participant’s
Termination: 
 (i) on or after any of the dates indicated below, with credit for purposes of reaching any such
date to include credit for service: (x) with any Affiliate; and (y) with American Life Insurance Company and any of its affiliates as of October 31, 2010 (collectively, “Alico”) (to the extent the Participant was an employee
of Alico as of October 31, 2010 and to the extent such service was recognized by Alico for any of its retirement plan purposes as of October 31, 2010): 
  

			
	 Participant Age:
	  	Minimum
Years of
Service:
	 55 to
57 1/2
	  	15
	 58
	  	14
	 59
	  	12
	 60
	  	10
	 61
	  	8  
	 62 but less than 65
	  	5  
	 65 or older
	  	1; 

 (ii) at times and under such circumstances as determined by the Administrator in its sole
discretion; or 
 (ii) on or after any date as of which the Participant’s Termination is required under
applicable law or employer policy (excluding agreements or contractual obligations in either case applicable solely to an individual employee) in either case due to the Participant attaining a particular age, so long as the Participant has service
(as defined in Section 2.1(e)(i)) of at least one year; 
 provided that, in each case, the Administrator may
require, as a condition to a Participant’s retirement being an “Approved Retirement” for purpose of the 

  
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Plan, that the Participant enter into a general release of claims, non-solicitation and/or non-competition agreement in form and substance satisfactory to the Administrator. 

(f) “Board” means the Board of Directors of the Company. 

(g) “Cause” means (i) the willful failure by the Participant to perform substantially his duties as
an Employee (or, should the Participant’s employment transfer to the Company, as an employee of the Company)), other than due to physical or mental illness, after reasonable notice to the Participant of such failure, (ii) the
Participant’s engaging in serious misconduct that is injurious to the Company or any Affiliate in any way, including, but not limited to, by way of damage to their respective reputations or standings in their respective industries,
(iii) the Participant’s having been convicted of, or having entered a plea of nolo contendere to, a crime that constitutes a felony or (iv) the breach by the Participant of any written covenant or agreement
with the Company or any Affiliate not to disclose or misuse any information pertaining to, or misuse any property of, the Company or any Affiliate or not to compete or interfere with the Company or any Affiliate. 

(h) “Change of Control” shall be deemed to have occurred if: 

(i) any person (within the meaning of Section 3(a)(9) of the Act), including any group (within the meaning of
Rule 13d-5(b) under the Act), but excluding the MetLife Policyholder Trust (and any person(s) who would otherwise be described herein solely by reason of having the power to control the voting of the shares held by such Trust) and any employee
benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate thereof, acquires “beneficial ownership” (within the meaning of Rule 13d-3 under the Act), directly or indirectly, of securities of the Company
representing 25% or more of the combined Voting Power of the Company’s securities; or 
 (ii) within any
24-month period, the persons who were directors of the Company at the beginning of such period (the “Incumbent Directors”) shall cease to constitute at least a majority of the Board or the board of directors of any successor to the
Company; provided, however, that any director elected to the Board, or nominated for election, by a majority of the Incumbent Directors then still in office shall be deemed to be an Incumbent Director for purposes of this subclause
(ii); or 
 (iii) upon the consummation of a merger, consolidation, share exchange, division, sale or other
disposition of all or substantially all of the assets of the Company which has been approved by the shareholders of the Company (a “Corporate Event”), and immediately following the consummation of which the stockholders of the Company
immediately prior to such Corporate Event do not hold, directly or indirectly, a majority of the Voting Power of (x) in the case of a merger or consolidation, the surviving or resulting corporation, (y) in the case of a share exchange, the
acquiring corporation or (z) in the case of a 

  
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division or a sale or other disposition of assets, each surviving, resulting or acquiring corporation which, immediately following the relevant Corporate Event, holds more than 25% of the
consolidated assets of the Company immediately prior to such Corporate Event; or 
 (iv) any other event occurs
which the Board declares to be a Change of Control. 
 (i) “Change of Control Price” means the highest
price per share of Common Stock offered in conjunction with any transaction resulting in a Change of Control (as determined in good faith by the Administrator if any part of the offered price is payable other than in cash) or, in the case of a
Change of Control occurring solely by reason of a change in the composition of the Board, the highest Closing Price of Common Stock on any of the 30 trading days immediately preceding the date on which a Change of Control occurs. 

(j) “Closing Price” means, on any date, the closing price of Common Stock 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 Common Stock are quoted at the relevant time) on such date. In the event that there are no Common Stock transactions
reported on such tape (or such other system) on such date, Closing Price shall mean the closing price on the immediately preceding date on which Common Stock transactions were so reported. 

(k) “Code” means the United States Internal Revenue Code. 

(l) “Committee” means the Compensation Committee of the Board of Directors of the Company, or the successor
committee to such committee, or any other duly authorized committee of such Board of Directors of the Company appointed by the Board of Directors of the Company to administer the Plan, or the Board of Directors of the Company, and the
Committee’s designee or delegate. 
 (m) “Common Stock” means the common stock of the Company, par
value United Stated Dollars $0.01 per share. 
 (n) “Company” means MetLife, Inc., a Delaware
corporation, and any successor thereto. 
 (o) “Constructively Termination” means a voluntary
Termination by an Employee within ten (10) business days after any of the following actions by the Company, Affiliate, or person acting on behalf of either: 

(i) requiring the Employee to be based as his/her regular or customary place employment at any office or location more
than fifty (50) miles from the location at which the Employee performed his/her duties immediately prior to the Change of Control, except for travel reasonably required in the performance of the individual’s responsibilities; 

  
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 (ii) reducing the Employee’s base salary below the rate in effect at
the time of a Change of Control; or 
 (iii) failing to pay the Employee’s base salary, other wages, or
employment-related benefits as required by law. 
 (p) “Disability” has the meaning given in such
long-term disability plan, program, or arrangement maintained by the Company or an Affiliate in which the Participant participates, or in such other long-term disability plan, program, or arrangement in which the Participant participates designated
for purposes of this definition at any time, and from time to time, by the Administrator. 
 (q)
“Employee” means any employee of any Affiliate, as determined by the Administrator in its sole discretion. Notwithstanding the foregoing, the Administrator may revise the definition of Employee so as to conform to the laws of any
jurisdiction in accordance with Section 4.3(c) below. For greater clarity, no employee of the Company shall be an Employee. 
 (r) “Final Performance Units” will have the meaning ascribed to that term in the applicable Performance Unit Agreement. 

(s) “Participant” means any Employee designated by the Committee or the Administrator to participate in the
Plan. 
 (t) “Performance Factor” will have the meaning ascribed to that term in the applicable
Performance Unit Agreement. 
 (u) “Performance Period” will have the meaning ascribed to that term in
the applicable Performance Unit Agreement. 
 (v) “Performance Unit” means a conditional right to
payment granted pursuant to and subject to the terms of this Plan, denominated in units. 
 (w) “Performance
Unit Agreement” means a written agreement between the Participant and one or more Affiliates that specifies the number of Performance Units granted to the Participant, the Performance Factor, the Performance Period, how the number of Final
Performance Units will be determined, the effect of any Termination on Performance Units, and any other conditions of any payment related to Performance Units, and such other terms and conditions as the Administrator shall determine which are not
inconsistent with the provisions of the Plan. 
 (x) “Termination” means the termination of employment,
except that no transfer of employment between an Affiliate and the Company, or between an Affiliate and any other Affiliate will be considered a Termination. 
 (y) “Voting Power” means such number of Voting Securities as shall enable the holders thereof to cast all the votes which could be cast in an annual election of directors of a company, and
“Voting Securities” shall mean all securities entitling the holders thereof to vote in an annual election of directors of a company. 

  
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 2.2 Gender and Number. Except when otherwise indicated by the context, words in the
masculine gender used in the Plan shall include the feminine gender, the singular shall include the plural, and the plural shall include the singular. 
 ARTICLE III. 
 ELIGIBILITY AND PARTICIPATION 

Participants in the Plan shall be those Employees selected by the Committee or the Administrator to be granted Performance Units pursuant
to the Plan. 
 ARTICLE IV. 
 POWERS OF THE COMMITTEE AND THE ADMINISTRATOR 
 4.1. Power to Grant.

 (a) The Committee and the Administrator shall determine the Employees to whom Performance Units shall be granted. The number
of Performance Units the Committee may grant shall be unlimited. The number of Performance Units the Administrator may grant to any individual Participant shall be limited to 15,000 in any 12-month period. The Administrator may not grant any
Performance Units to any individual who is (x) subject to Section 16 of the Act; (y) an executive officer of the Company; or (z) subject to Section 4230 of the New York Insurance Law, in each case unless the Committee
approves or ratifies such a grant. 
 (b) The Administrator shall determine the terms and conditions of any and all such
Performance Units, including the terms of any Performance Unit Agreements. The Administrator may establish different terms and conditions for different Participants and for the same Participant for each Performance Unit such Participant may receive,
whether or not granted at different times. Notwithstanding any other terms of this Plan, no grant of Performance Units shall be effective unless an one or more Affiliates approves or ratifies the grant. The Committee’s or Administrator’s
grant of Performance Units to an employee of MetLife Group, Inc. shall constitute approval of the grant by MetLife Group, Inc. 

4.2. Administration. 
 (a) Rules, Interpretations and Determinations. The Plan shall be administered by the Administrator. The Administrator shall have full authority to interpret and administer the Plan, to establish,
amend, and rescind rules and regulations relating to the Plan, to provide for conditions deemed necessary or advisable to protect the interests of any Affiliate, to construe Performance Unit Agreements and to make all other determinations it
determines necessary or advisable for the administration and interpretation of the Plan in order to carry out its provisions and purposes. Determinations, interpretations, or other actions made or taken by the Administrator shall be final, binding,
and conclusive for all purposes and upon all persons. 

  
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 (b) Agents and Expenses. The Administrator may appoint agents (who may be officers or
employees of the Company or any Affiliate) to assist in the administration of the Plan and may grant authority to such persons to execute agreements or other documents on the Administrator’s behalf. The Administrator may employ such legal
counsel, consultants and agents as it may deem desirable for the administration of the Plan and may rely upon any opinion received from any such counsel or consultant and any computation received from any such consultant or agent. All expenses
incurred in the administration of the Plan, including, without limitation, for the engagement of any counsel, consultant or agent, shall be paid by the Company or an Affiliate. 

(c) Adjustments to Conform With Law. Notwithstanding anything in the Plan to the contrary, the Administrator may, in its sole
discretion, amend or vary the terms of the Plan in order to conform such terms with the requirements of local law or to meet the goals and objectives of the Plan, and may, in its sole discretion, establish administrative rules and procedures to
facilitate the operation of the Plan. The Administrator may, where it deems appropriate in its sole discretion, establish one or more sub-plans of the Plan for these purposes. 
 ARTICLE V. 
 ADJUSTMENTS TO PERFORMANCE UNITS 

The Administrator will make appropriate adjustments in the terms and conditions of Performance Units 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 Performance Units. The Administrator’s determinations in this regard will be conclusive. 
 ARTICLE
VI. 
 PERFORMANCE UNITS 
 6.1. Grant of Performance Units. Performance Units may be granted to Employees at such time or times as shall be determined by the Committee or the Administrator. Except as otherwise provided
herein, the Committee or the Administrator shall have complete discretion in determining the number of Performance Units, if any, to be granted to an Employee. The Committee or the Administrator may grant Performance Units before, at the same time
as, or after the beginning of the Performance Period applicable to those Performance Units. Notwithstanding any other terms of this Plan, no grant of Performance Units shall be effective unless one ore more Affiliates approves or ratifies the grant
and the terms thereof. The Committee’s or the Administrator’s grant of 

  
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Performance Units to an employee of MetLife Group, Inc. shall constitute approval of the grant by MetLife Group, Inc. Each Performance Unit shall be evidenced by a Performance Unit Agreement. Any
Affiliate that approves or ratifies a grant of Performance Units shall execute the applicable Performance Unit Agreement through a representative. 
 6.2. Payment. Subject to the terms of Articles VII and VIII of this Plan, a cash payment equal to the number of Final Performance Units multiplied by the Closing Price on the date designated by the
Plan Administrator (such date shall follow the last day of the Performance Period), less minimum withholding for applicable taxes and other legally-required items, shall be due and payable to the Participant (or another individual in lieu of the
Participant pursuant to Section 10.2 of the Plan). The timing of payment shall be determined under the applicable Performance Unit Agreement. 
 6.3 Substitution. The Administrator may, at any time prior to payment for Performance Units, in its sole discretion, may: 
 (a) find that the Company or an Affiliate has made an award to the Participant intended to substitute for the Performance Units, including but not limited to a contingent right to acquire Common Stock
(whether restricted or unrestricted, subject to Common Stock-price appreciation or other performance terms, in the form of options, or otherwise); 
 (b) find that such substitute award is subject to such material terms and conditions that: (i) are no less favorable than the terms and conditions governing the Performance Units; and (ii) that
provide for the same terms for timing of payment as do the Performance Units; and 
 (c) in light of such findings, cancel the
Performance Units without additional compensation to the Participant. 
 ARTICLE VII. 

CHANGES OF STATUS 

The applicable Performance Unit Agreement will specify the effect of changes of status including Disability, Termination (including
Termination for Cause or Approved Retirement) on Performance Units. 

  
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 ARTICLE VIII. 
 CHANGE OF CONTROL 
 Notwithstanding any other terms of this Plan, in the event of
a Change of Control, unless the Administrator reasonable determines in good faith prior to the occurrence of a Change of Control that an Alternative Award has been granted with regard to a Performance Unit, the Performance Units (without being
transformed into Final Performance Units) will be valued at the Change of Control Price and be immediately payable in cash. The timing of payment shall be determined under the applicable Performance Unit Agreement. 

ARTICLE IX. 

AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN 
 The Administrator may amend or terminate the Plan at any time in its sole discretion. No amendment or termination of the Plan shall in any manner adversely affect any Performance Unit theretofore granted
under the Plan without the consent of the Participant. 
 SECTION X. 

MISCELLANEOUS PROVISIONS 
 10.1. Nature and Transferability of Performance Units. No Performance Unit shall be considered a property interest of any Participant, and such Performance Unit shall have no value except as a
means of determining, in part, the amount of payments, if any, under the Plan. Without limiting the generality of the foregoing, no Performance Unit may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by
will or by the laws of descent and distribution. 
 10.2. No Guarantee of Employment or Participation. Nothing in the
Plan shall interfere with or limit in any way the right of any Affiliate to terminate any Participant’s employment or service at any time, nor confer upon any Participant any right to continue in the employ of any Affiliate. No Employee shall
have a right to be selected as a Participant, or, having been so selected, to receive any future Performance Units. 
 103.
Tax Withholding and Currency. Each Affiliate shall have the power to withhold, or require a Participant to remit to the Affiliate, an amount sufficient to satisfy any applicable withholding tax requirements imposed by any competent authority
on any Performance Unit under the Plan, and the Affiliate may defer any payment until such requirements are satisfied. Any Affiliate may make any payment under this Plan in any currency chosen by the Affiliate in its discretion. 

10.4. No Limitation on Compensation. Nothing in the Plan shall be construed to limit the right of the Company or any Affiliate to
establish other plans, programs, agreements, or arrangements. 

  
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 10.5. Requirements of Law. The granting of Performance Units and all payments under
this Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies as may be required. 
 10.6. Term of Plan. The Plan shall be effective upon its execution by the Administrator. The Plan shall continue in effect until terminated pursuant to Article IX. 

10.7. Governing Law. The Plan and all Performance Unit Agreements hereunder shall be construed in accordance with and governed by
the laws of the State of Delaware of the United States of America, without regard to principles of conflict of laws. 
 10.8.
No Impact on Benefits. Except as may otherwise be specifically stated under any employee benefit plan, policy or program, Performance Units shall not be treated as compensation for purposes of calculating an Employee’s right under any
such plan, policy or program. 
 10.9. No Constraint on Corporate Action. Nothing in this Plan shall be construed
(i) to limit, impair or otherwise affect the Company’s or any Affiliate’s right or power to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, or to merge or consolidate, or
dissolve, liquidate, sell, or transfer all or any part of its business or assets or (ii) except as provided in Article IX, to limit the right or power of the Company or any Affiliate to take any action which such entity deems to be
necessary or appropriate. 
 10.10. Unfunded Plan. This Plan shall be unfunded and shall not create (or be construed to
create) a trust or separate fund. Likewise, this Plan shall not establish any fiduciary relationship between the Company or any Affiliate or the Administrator and the Participant. To the extent that any Participant holds any rights by virtue of
being granted Performance Units under this Plan, such right shall be no greater than the right of an unsecured general creditor of any Affiliate that approves or ratifies the grant of Performance Units to such Participant. 

  
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 10.11. Obligor. The obligation to make payments due under each Performance Unit
Agreement, if any, shall be the sole obligation of the Affiliate (or Affiliates, as the case may be) that enters into such Performance Unit Agreement. Payment due from any Affiliate in relation to any Performance Units may be made on behalf of that
Affiliate by any other Affiliate. In no event shall the Company be obligated to make payments due under this Plan pursuant to any Performance Unit Agreement. 
 IN WITNESS WHEREOF, the Plan Administrator has adopted this MetLife International Performance Unit Incentive Plan, effective as amended and restated effective February 23, 2011. 

 

					
	PLAN ADMINISTRATOR	 	
	
	 /s/ Dennis J. Shiel

	 Dennis J. Shiel
	 	
			
	Date:	 	 7/21/11
	 	


  
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