exv10w2






Exhibit 10.2




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 this Section 1 (your “Final Performance
Shares”), and your Final Performance Shares will be due and payable in Shares at the time specified
in Section 8.



     (c) If the Committee determines in writing that the Company had net income available to
common shareholders for either the third calendar year of the Performance Period or for the
Performance Period as a whole, then you will be eligible for a payment of up to 200% of your
Performance Shares. Net income available to common shareholders for any period will be determined
with reference to the Company’s Form 10-K on file with the Securities and Exchange Commission for
the third year of the Performance Period on the date of the Committee’s determination.



     (d) If, under Section 1(c), you are eligible for a payment, 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, multiplied by the factor determined by
(3) below, if applicable.




     (1) The first percentage will be based on the Company’s average percentile 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 Index, determined
in the following manner:




     (a) First, the Net Operating Income Available to Common Shareholders Per Share
will be determined for the Company and for each of the other companies in the Index,
for each calendar year of the Performance Period and the calendar immediately
preceding the first calendar year of the Performance Period. For this purpose, “Net
Operating Income Available to Common Shareholders Per Share” for each calendar year
will have the meaning of that term, or its substantial equivalent, defined in or
derived from the Company’s quarterly financial supplement for the fourth quarter of
the prior year filed with or furnished to the United States Securities and Exchange
Commission.



 









 






     (b) Second, the Change in Annual Net Operating Income Available to Common
Shareholders Per Share will be determined for the Company and for each of the other
companies in the Index for each calendar year of the Performance Period. For this
purpose, “Change in Annual Net Operating Income Available to Common Shareholders Per
Share” means Net Operating Income Available to Common Shareholders Per Share for each
calendar year of the Performance Period divided by Net Operating Income Available to
Common Shareholders Per Share in the immediately preceding calendar year.




     (c) Third, the Company’s Change in Annual Net Operating Income Available to
Common Shareholders Per Share for each calendar year of the Performance Period will
be compared to the Change in Annual Net Operating Income Available to Common
Shareholders Per Share for each of the other companies in the Index for the same
calendar year to determine the percentage of the other companies in the Index whose
performance was less than that of the Company, rounded down to the nearest whole
number percentile appearing on the left-hand column of Table 2 of Schedule A to this
Agreement (Company performance greater than every other company in the Index being
deemed to be performance in the ninety-ninth percentile), producing the Company’s
percentile performance relative to the other companies in the Index.




     (d) Fourth, a percentage for each calendar year of the Performance Period will
be determined using the percentile determined under Section 1(d)(1)(c) and the
corresponding percentage on the right-hand column of Table 1 of Schedule A to this
Agreement.




     (e) Finally, the three percentages referenced in Section (1)(d)(1)(d) will be
averaged.




     (2) The second percentage will be based on the Company’s performance with respect to
Proportionate Total Shareholder Return during the Performance Period as a percentage of that
of the Index, determined according to Table 2 of Schedule A to this Agreement, determined in
the following manner:




     (a) First, the Initial Closing Price of the Company and the Index will each be
determined. For this purpose, “Initial Closing Price” means, in the case of the
Company the average Closing Price, and in the case of the Index the value of the
Index, in each case for the twenty (20) trading days prior to the first day of the
Performance Period.




     (b) Second, the Final Closing Price of the Company and the Index will each be
determined. For this purpose, “Final Closing Price” means, in the case of the
Company the average Closing Price, and in the case of the Index the value of the
Index, in each case for the twenty (20) trading days prior to and including the final
day of the Performance Period.




     (c) Third, the Total Shareholder Return of the Company and the Index will each
be determined, and expressed as a percentage. For this purpose, “Total Shareholder
Return” means the change (plus or minus) from the Initial Closing Price to the Final



2









 







Closing Price, plus (in the case of the Company) dividends (if any) actually
paid on Shares on a reinvested basis from the first day of the Performance Period to
and including the last day of the Performance Period.




     (d) Fourth, the Proportionate Total Shareholder Return of the Company and the
Index will each be determined. For this purpose, “Proportionate Total Shareholder
Return” means Total Shareholder Return divided by Initial Closing Price.




     (e) Fifth, the Proportionate Total Shareholder Return of the Index will be
subtracted from the Company’s Proportionate Total Shareholder Return, and the result
rounded up or down to the nearest percentage appearing on the left-hand column of
Table 2 of Schedule A to this Agreement (any result precisely halfway between two
percentages being rounded up to the next highest percentage).




     (f) Finally, a percentage will be determined using the result produced under
Section 1(d)(2)(e) and the corresponding percentage on the right-hand column of Table
2 of Schedule A to this Agreement.




     (3) If the Total Shareholder Return of the Company, as determined under Section
(1)(d)(2)(c), is zero percent or less, then the sum of the percentages described under
Sections (1)(d)(1) and (1)(d)(2) will be multiplied by a factor of seventy-five hundredths
(0.75) and rounded up or down to the nearest whole percentage (any result precisely halfway
between two percentages being rounded up to the next highest percentage) to determine the
Performance Factor.



     (e) For purposes of Section 1(d)(1), the companies in the Index refers to each company, other
than the Company, that:




     (1) does not adopt International Financial Reporting Standards with respect to a
reporting period earlier than the reporting period with respect to which the Company does
so,




     (2) has publicly reported its earnings in conformity with accounting principles
generally accepted in the United States of America for each of the two calendar years being
compared under Section 1(d)(1)(b); and




     (3) is included in the Standard & Poor’s Insurance Index derived from Fortune 500
companies for the entirety of the second of the two calendar years being compared under
Section 1(d)(1)(b)..



     (f) For purposes of Section 1(d)(2), the Index refers to the Standard & Poor’s Insurance
Index derived from Fortune 500 companies, including any weighting of the stock of the companies
included in that index that is applied by Standard & Poor’s, from time to time.



     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.



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
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).
Any payment will be made at the time specified in Section 8.



     (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.



     (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. Any payment will be made at the
time specified in Section 8. 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, and, if you were
an Insider or an “executive officer” of the Company under the Securities Exchange Act of 1934, as
amended, and the rules promulgated thereunder, at any time during the Performance Period, further
multiplying the result by the lesser of 100% or the Performance Factor; 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); provided, however, that if you were an Insider or an “executive officer”
of the Company under the Securities Exchange Act of 1934, as amended, and the rules promulgated
thereunder, at any time during the Performance Period, payment for each of your Prorated
Performance Shares will be made in cash at a value equal to the lesser of the



4









 







Closing Price on the Grant Date or the Closing Price on the date the Committee determines the
Performance Factor, 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. Any payment will be made at the time specified in
Section 8.



     (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.



     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.



5









 







     (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); provided, however, that if you
were an Insider or an “executive officer” of the Company under the Securities Exchange Act of 1934,
as amended, and the rules promulgated thereunder, at any time during the Performance Period,
payment will be made in the calendar year after the end of the Performance Period but in no event
earlier than six (6) months after the termination of your employment (or six 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 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.



     12. Miscellaneous. For purposes of this Agreement, “Committee” includes any direct
or indirect delegate of the Committee as defined in the Plan and (unless otherwise indicated) 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



6









 







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. Your Performance Shares are subject to the Company’s
performance-based compensation recoupment policy (which currently covers only
officers or officer-equivalent employees of the Company and its Affiliates) in effect from time to time.



     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. If you have not previously executed an
Agreement to Protect Corporate Property (“Property Agreement”), the grant of your Performance
Shares is subject to your execution of the Property Agreement provided to you by the Company with
respect to this Agreement, and if you do not return a signed copy of the Property Agreement then
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	 	 	Table 2
	Company Change in Annual	 	 	 	 	 
	Net Operating Income	 	First Percentage (Averaged	 	 	Index Proportionate Total	 	 
	Available to Common	 	For Each Year of	 	 	Shareholder Return	 	 
	Shareholders Percentile	 	Performance Period) For	 	 	subtracted from Company	 	Second Percentage For
	Relative to Other Companies	 	Purposes of Determining	 	 	Proportionate Total	 	Purposes of Determining
	in the Index	 	Performance Factor*	 	 	Shareholder Return	 	Performance Factor*
	 	 	 	 
	0-24
	 	0
	 	 	-26.0% or less
	 	0
	25
	 	25
	 	 	-25.0%
	 	25
	26
	 	26
	 	 	-24.0%
	 	26
	27
	 	27
	 	 	-23.0%
	 	27
	28
	 	28
	 	 	-22.0%
	 	28
	29
	 	29
	 	 	-21.0%
	 	29
	30
	 	30
	 	 	-20.0%
	 	30
	31
	 	31
	 	 	-19.0%
	 	31
	32
	 	32
	 	 	-18.0%
	 	32
	33
	 	33
	 	 	-17.0%
	 	33
	34
	 	34
	 	 	-16.0%
	 	34
	35
	 	35
	 	 	-15.0%
	 	35
	36
	 	36
	 	 	-14.0%
	 	36
	37
	 	37
	 	 	-13.0%
	 	37
	38
	 	38
	 	 	-12.0%
	 	38
	39
	 	39
	 	 	-11.0%
	 	39
	40
	 	40
	 	 	-10.0%
	 	40
	41
	 	41
	 	 	-9.0%
	 	41
	42
	 	42
	 	 	-8.0%
	 	42
	43
	 	43
	 	 	-7.0%
	 	43
	44
	 	44
	 	 	-6.0%
	 	44
	45
	 	45
	 	 	-5.0%
	 	45
	46
	 	46
	 	 	-4.0%
	 	46
	47
	 	47
	 	 	-3.0%
	 	47
	48
	 	48
	 	 	-2.0%
	 	48
	49
	 	49
	 	 	-1.0%
	 	49
	50
	 	50
	 	 	0.0%
	 	50
	51
	 	52
	 	 	1.2%
	 	52
	52
	 	54
	 	 	2.4%
	 	54
	53
	 	56
	 	 	3.6%
	 	56
	54
	 	58
	 	 	4.8%
	 	58
	55
	 	60
	 	 	6.0%
	 	60
	56
	 	62
	 	 	7.2%
	 	62
	57
	 	64
	 	 	8.4%
	 	64
	58
	 	66
	 	 	9.6%
	 	66
	59
	 	68
	 	 	10.8%
	 	68
	60
	 	70
	 	 	12.0%
	 	70
	61
	 	72
	 	 	13.2%
	 	72
	62
	 	74
	 	 	14.4%
	 	74
	63
	 	76
	 	 	15.6%
	 	76
	64
	 	78
	 	 	16.8%
	 	78
	65
	 	80
	 	 	18.0%
	 	80
	66
	 	82
	 	 	19.2%
	 	82
	67
	 	84
	 	 	20.4%
	 	84
	68
	 	86
	 	 	21.6%
	 	86
	69
	 	88
	 	 	22.8%
	 	88
	70
	 	90
	 	 	24.0%
	 	90
	71
	 	92
	 	 	25.2%
	 	92
	72
	 	94
	 	 	26.4%
	 	94
	73
	 	96
	 	 	27.6%
	 	96
	74
	 	98
	 	 	28.8%
	 	98
	75-99
	 	100
	 	 	30.0% or greater
	 	100








 




			
	*	 	First percentage is determined for each calendar year of the Performance Period and
averaged, and added to second percentage. The total is multiplied by 0.75 if the Total
Shareholder Return of the Company is zero percent or less, and then multiplied by the number
of Performance Shares granted to determine the number of Final Performance Shares. See
Section 1 of this Agreement.