Exhibit 10.4
MANAGEMENT STOCK OPTION AGREEMENT
MetLife, Inc., confirms that, on February 19, 2002, it granted you,
________, ___ stock options (your "Options"). Each Option entitles you to
purchase one share of the Company's common stock (the "Common Stock") for $30.35
per share (the "Exercise Price"). Your Options are subject to the terms and
conditions of this Agreement and of the MetLife, Inc. 2000 Stock Incentive Plan
(the "Plan"). The word "Section" refers to a Section in this Agreement. Any
other capitalized word used in this Agreement but not defined here is defined in
the Plan.
1. NORMAL TERM OF YOUR OPTIONS. Except as provided in Sections 3 and 4:
(a) one-third of your Options will become exercisable on each of the
first, second and third anniversaries of February 19, 2002;
(b) you may exercise your Options until the close of business on
February 18, 2012; and
(c) you need not exercise all of your Options at one time.
No matter what else this Agreement says, under no circumstances may any of your
Options be exercised prior to April 7, 2002.
2. METHOD OF EXERCISE AND PAYMENT. You may exercise any of your Options
that have become exercisable by notifying the Company, using procedures that
will be established for this purpose, and paying for those shares at the time
you exercise your Options. You may pay the Exercise Price in one or more of the
following ways: (a) in cash or its equivalent, (b) by exchanging shares of
Common Stock you already own (as long as those shares are not subject to any
pledge or other security interest), or (c) through an arrangement with the
broker designated by the Company in which the broker will use the proceeds of
the sale of a sufficient number of shares of Common Stock to pay the Exercise
Price. The combined value of all cash (or its equivalent) paid and the Fair
Market Value of any Common Stock tendered to the Company for exchange must have
a value as of the date they are tendered that is at least equal to the Exercise
Price. If you retain some or all of the shares after you exercise your Options,
you will receive evidence of ownership of those shares.
3. TERMINATION OF EMPLOYMENT OR DISABILITY. For purposes of this
Section 3, your transfer between the Company and any of its Subsidiaries will
not be a termination of employment.
(a) Disability. In the event of your Disability, your Options will become
exercisable just as they would have if you remained in active service, and they
may be exercised at any time until the close of business on February 18, 2012.
Any of your Options that are not exercised within that period will be forfeited.
Once this Section applies, Sections 3(b), (c), (e) and (f) will not apply to
your Options, even if you
subsequently return to active service or terminate employment with the Company
or any of its Subsidiaries for any reason.
(b) Death. In the event that your employment with the Company or any of
its Subsidiaries terminates due to your death, all of your Options will become
fully exercisable as of the date of death and will remain so until the close of
business on [February 18, 2012. Any of your Options that are not exercised
within that period will be forfeited.
(c) Approved Retirement. If your employment with the Company or any of its
Subsidiaries terminates due to your Approved Retirement, your Options will
become exercisable just as if you had not retired, and you may exercise your
Options at any time until the close of business on February 18, 2012. Any of
your Options that are not exercised within that period will be forfeited. In
addition to other events that constitute an Approved Retirement under the Plan,
your actual retirement on or after the early retirement date established under
any retirement plan maintained by the Company or a Subsidiary in which you
participate will be considered an Approved Retirement. "Bridge eligibility" is
not considered Approved Retirement.
(d) Termination for Cause. In the event that your employment with the
Company or any of its Subsidiaries is terminated for Cause, all of your
unexercised Options will be forfeited immediately.
(e) Certain Divestitures. If the Committee determines that your employment
with the Company or any of its Subsidiaries has terminated in connection with a
sale, divestiture, spin-off or other similar transaction involving a Subsidiary,
division or business segment or unit, the Committee may provide (1) that any or
all of your Options will become exercisable just as if you had continued in the
employ of the Company or any of its Subsidiaries, and (2) that you may exercise
your Options at any time until the close of business on February 18, 2012, or
within three years after the termination of your employment, whichever occurs
first. Any of your Options that are not exercised within that period will be
forfeited.
(f) Other Termination of Employment. Unless the Committee determines
otherwise, if your employment with the Company and its Subsidiaries terminates
for any reason other than those listed in paragraphs (b), (c), (d) or (e) of
this Section 3, including, for example, your voluntary termination of employment
or your termination by the Company without Cause, your Options that are
exercisable as of the date of termination will remain exercisable for a period
of 30 days or until the close of business on February 18, 2012, whichever period
is shorter. All of your Options that are not exercisable at the date of
termination will be forfeited immediately, as will any exercisable Option that
is not exercised within that period.
(g) 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 any of its Subsidiaries to terminate your employment at any
time. This Agreement
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does not give you any right to continue in the employ of the Company or any of
its Subsidiaries or any other affiliate of the Company.
4. CHANGE OF CONTROL.
(a) Accelerated Exercisability and Payment. Except as provided in Section
4(b), if a Change of Control occurs, all of your unexercised Options will become
exercisable immediately, regardless of the applicable exercise schedule.
However, the Committee may elect to redeem your Options for a cash payment equal
to the Change of Control Price less the Exercise Price, multiplied by the number
of exercisable Options that you have not yet exercised.
(b) Alternative Award. Notwithstanding Section 4(a), your Options will not
become exercisable immediately, and they will not be subject to being redeemed
with a cash payment to you, if the Committee reasonably determines in good
faith, prior to the Change of Control, that your Options will be honored or
assumed, or new rights substituted for the outstanding Options (referred to as
an "Alternative Award") by your employer or an affiliate immediately after the
Change of Control. Any Alternative Award must:
(1) be based on stock which is traded on an established securities
market, or that the Committee reasonably believes will be traded on
an established securities market within 60 days after the Change of
Control;
(2) provide you with rights substantially equivalent to or better than
the rights applicable to your Options (including, but not limited
to, an identical or better exercise schedule, and identical or
better timing and methods of payment);
(3) have substantially equivalent economic value to your Options
(determined at the time of the Change of Control); and
(4) provide that, in the event that your employment is involuntarily or
constructively terminated after a Change of Control, any conditions
imposed on your rights under an Alternative Award, including any
restrictions on transfer or exercisability of any Alternative Award,
will be waived or will lapse.
For these purposes, a constructive termination is a termination of
employment by you following a material reduction in your base salary
or incentive compensation opportunity or a material reduction in
your responsibilities, in each case without your consent.
5. NONTRANSFERABILITY OF AWARDS. You may not sell, transfer, pledge,
assign or otherwise alienate or hypothecate any of your Options, other than by
will or by the laws of descent and distribution. All rights with respect to your
Options are exercisable during your lifetime only by you.
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6. 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 stock
option beneficiary designation will revoke all prior stock option designations.
Beneficiary designations must be in a prescribed form 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 surviving
spouse, if any, or otherwise by your estate.
7. TAX WITHHOLDING. The Company may withhold, or require you to remit, an
amount sufficient to satisfy Federal, state, and local withholding tax
requirements relating to the exercise of your Options, and the Company may defer
payment of cash or the issuance of Common Stock until this requirement is
satisfied. You may satisfy this withholding requirement by:
(a) paying cash (or its equivalent) to the Company to cover the tax
obligation;
(b) having Common Stock otherwise issuable upon the exercise of your
Options withheld by the Company and the cash value of those shares
applied to cover the tax obligation; or
(c) delivering previously acquired shares of Common Stock to the Company
having a Fair Market Value as of the date of exercise equal to all
or part of the tax obligation associated with the transaction, and
cash equal to the balance of the tax obligation.
8. ADJUSTMENT OF THE NUMBER OF OPTION SHARES. In the event of any Common
Stock dividend, Common Stock split, recapitalization (including, but not limited
to, the 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,
the number of shares of Common Stock subject to your Options and the Exercise
Price will be appropriately adjusted by the Committee as required by the Plan.
The Committee's determination in this regard will be conclusive.
9. REQUIREMENTS OF LAW. The issuance of shares of Common Stock pursuant to
your Options 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 of Common Stock will be issued upon exercise of any
of your Options if that issuance or exercise would result in a violation of
applicable law, including the federal securities laws and any applicable state
or foreign securities laws. Your Options are not intended to be incentive stock
options under the Internal Revenue Code of 1986, as amended.
10. 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.
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11. INTERPRETATION; CONSTRUCTION. 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.
12. ENTIRE AGREEMENT. This Agreement and the Plan represent the entire
agreement between you and the Company regarding your Options. No promises,
terms, or agreements of any kind regarding your Options that are not set forth
in this Agreement or in the Plan, or to which there is no reference in this
Agreement or the Plan, are part of this Agreement.
13. AMENDMENTS. The Committee has the exclusive right to amend this
Agreement as long as the amendment is consistent with the Plan. The Company will
give written notice to you (or, in the event of your death, to your beneficiary,
surviving spouse or estate) of any amendment as promptly as practicable after
its adoption.
14. AGREEMENT TO PROTECT CORPORATE PROPERTY. This grant of Options is
subject to your execution of the attached Agreement to Protect Corporate
Property. You must sign this Agreement and the Agreement to Protect Corporate
Property and return a signed copy of each to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Vice President,
Compensation, not later than April 30, 2002, or this Agreement and the Options
grant will be null and void. The Company may in its sole discretion grant an
extension of this deadline if warranted.
IN WITNESS WHEREOF, the Company has caused its duly authorized officer to
execute, and you have executed, this Agreement, each as of February 19, 2002.
METLIFE, INC.
By:
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Name
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Title
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Signature
EMPLOYEE
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Name
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Signature
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