EX-10.1





Exhibit 10.1

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; 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



4









 







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.



     (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



5









 




“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 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



6









 




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.



     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
	Company Change in	 	 	 	 	 	 
	Annual Net	 	First Percentage	 	Index Proportionate	 	 
	Operating Income	 	(Averaged For Each	 	Total Shareholder	 	 
	Available to Common	 	Year of	 	Return subtracted	 	Second Percentage
	Shareholders Percentile	 	Performance Period) For	 	from Company	 	For Purposes of
	Relative to Other	 	Purposes of Determining	 	Proportionate Total	 	Determining
	Companies 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.