EX-10.38



 Exhibit 10.38 

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. To the extent you are offered a separation agreement by the Company or an Affiliate, the value of your
forfeited Performance Shares may, in the discretion of the Company or Affiliate, be considered in determining the terms of that offer. 
 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, and such sum shall be paid to you within thirty (30) days of the Change of Control. 
 (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. 
 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. 

  
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 8. Timing of Payment. The Company will make payment to you as soon as
reasonably practicable after such payment becomes payable under this Agreement, unless you have earlier deferred such payment in accordance with arrangements offered to you for that purpose. If Shares are to be paid to you, you will receive evidence
of ownership of those Shares. 
 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. 
 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. 

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. 

  
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 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
	 	 Table 2

	 Change in Annual Net Operating
Income Available to
Common
Shareholders Company Performance
(Percentile Relative to Other
Companies in S&P Ins. Index)
	 	 First Percentage For Purposes of
Determining Performance
Factor*
	 	 Proportionate Total Shareholder
Return Company
Performance
(Percentile Relative to Other
Companies in S&P Ins. Index)
	 	 Second Percentage For Purposes of
Determining Performance
Factor*

	 0-24
	 	0	 	0-24	 	0
	 25
	 	25	 	25	 	25
	 26
	 	26	 	26	 	26
	 27
	 	27	 	27	 	27
	 28
	 	28	 	28	 	28
	 29
	 	29	 	29	 	29
	 30
	 	30	 	30	 	30
	 31
	 	31	 	31	 	31
	 32
	 	32	 	32	 	32
	 33
	 	33	 	33	 	33
	 34
	 	34	 	34	 	34
	 35
	 	35	 	35	 	35
	 36
	 	36	 	36	 	36
	 37
	 	37	 	37	 	37
	 38
	 	38	 	38	 	38
	 39
	 	39	 	39	 	39
	 40
	 	40	 	40	 	40
	 41
	 	41	 	41	 	41
	 42
	 	42	 	42	 	42
	 43
	 	43	 	43	 	43
	 44
	 	44	 	44	 	44
	 45
	 	45	 	45	 	45
	 46
	 	46	 	46	 	46
	 47
	 	47	 	47	 	47
	 48
	 	48	 	48	 	48
	 49
	 	49	 	49	 	49
	 50
	 	50	 	50	 	50
	 51
	 	52	 	51	 	52
	 52
	 	54	 	52	 	54
	 53
	 	56	 	53	 	56
	 54
	 	58	 	54	 	58
	 55
	 	60	 	55	 	60
	 56
	 	62	 	56	 	62
	 57
	 	64	 	57	 	64
	 58
	 	66	 	58	 	66
	 59
	 	68	 	59	 	68
	 60
	 	70	 	60	 	70
	 61
	 	72	 	61	 	72
	 62
	 	74	 	62	 	74
	 63
	 	76	 	63	 	76
	 64
	 	78	 	64	 	78









							
	 65
	 	80	 	65	 	80
	 66
	 	82	 	66	 	82
	 67
	 	84	 	67	 	84
	 68
	 	86	 	68	 	86
	 69
	 	88	 	69	 	88
	 70
	 	90	 	70	 	90
	 71
	 	92	 	71	 	92
	 72
	 	94	 	72	 	94
	 73
	 	96	 	73	 	96
	 74
	 	98	 	74	 	98
	 75-99
	 	100	 	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.