Exhibit 10.3
DIRECTOR STOCK OPTION AGREEMENT
MetLife, Inc. (the "Company"), confirms that, on April 23, 2002, it granted to
you 2,230 stock options (your "Options"). Each Option entitles you to purchase
one Share of the Company's common stock (the "Common Stock") for $33.64 per
Share (the "Exercise Price"). Your Options are subject to the terms and
conditions of this Agreement and the Company's 2000 Directors Stock Plan, as
amended (the "Plan"). Any defined term used in this Agreement but not defined
herein is defined in the Plan.
1. NORMAL TERM OF YOUR OPTIONS. Except as provided in Sections 3 and 6:
(a) your Options are exercisable on April 23, 2002;
(b) you may exercise your Options until April 23, 2012; and
(c) you need not exercise all of your Options at one time.
2. METHOD OF EXERCISE AND PAYMENT. You may exercise any of your Options
that have become exercisable by notifying the Secretary of the Company
of your election to do so and the number of Shares you have elected to
purchase, 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 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 SERVICE. If you cease to serve as a Director of the
company, you (or in the case of your death, your beneficiary or estate as
determined by Section 5) may exercise any of your Options at any time
until April 23, 2012.
4. NONTRANSFERABILITY OF AWARDS. You may not transfer, pledge, assign,
negotiate, or hypothecate any of your Options in any way, 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.
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 case 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 estate.
6. ADJUSTMENT OF THE NUMBER OF OPTION SHARES. In the event of any Share
dividend, Share split, recapitalization, merger, consolidation,
combination, spinoff, 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 Governance and
Finance Committee (the "Committee") as required by the Plan. The
Committee's determination in this regard will be conclusive.
7. 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.
8. GOVERNING LAW; CHOICE OF FORUM. This Agreement will be construed in
accordance with 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.
9. 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 terms of this Agreement and the
terms of the Plan, the terms of the Plan control.
10. 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 the Plan, or to which there is no reference in
this Agreement or the Plan, are part of this Agreement.
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11. 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 or estate) of any amendment as promptly as practicable after
its adoption.
IN WITNESS WHEREOF, the Company has caused its duly authorized officer to
execute, an you have executed, this Agreement, each as of April 23, 2002.
METLIFE, INC.
By:
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Chairman and Chief Executive Officer
DIRECTOR
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[NAME]
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