Exhibit 10.3
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
COVERING SECURITIES THAT HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
MetLife Leadership Deferred Compensation Plan
(as amended and restated effective with respect to
salary and Cash Incentive Compensation January 1, 2005,
and with respect to Stock Compensation April 15, 2005)
1. PURPOSE. The purpose of the Plan is to provide an opportunity for
Participants, a select group of highly compensated employees within the
meaning of Sections 201(2) and 301(a)(3) of ERISA, to delay receipt of
certain compensation until a later date, at which time payment of the
compensation will be made after adjustment for the simulated investment
experience of such compensation from the date of deferral. The Plan is
intended to be maintained in compliance with Legal Deferral Requirements
and requirements for the registration of debt incurred by MetLife, Inc.
under the Plan with the Securities and Exchange Commission on a form S-8.
2. PLAN ADMINISTRATION.
2.1. The Plan Administrator shall administer the Plan.
2.2. The Plan Administrator may establish, amend, and rescind rules and
regulations relating to the Plan, provide for conditions necessary or
advisable to protect the interest of the Affiliates, construe all
communications related to the Plan, and make all other determinations
it deems necessary or advisable for the administration and
interpretation of the Plan. The Plan Administrator may conform any
provision of this Plan to the extent such provision is inconsistent
with Legal Deferral Requirements.
2.3. Determinations, interpretations, and other actions made by the Plan
Administrator shall be final, binding, and conclusive for all purposes
and upon all individuals.
2.4. The Plan Administrator may prescribe forms as the sole and exclusive
means for Participants to take actions authorized or allowed under the
Plan. The Plan Administrator may issue communications to Eligible
Associates and Participants as it deems necessary or appropriate in
connection with the Plan (including but not limited to communications
explaining the risks and potential benefits of the Investment Tracking
Funds). Subject to the provisions of Section 19 of this Plan, the Plan
Administrator may, in its discretion, adjust the value of Deferred
Compensation Accounts on a basis other than as prescribed in Deferral
Elections or Reallocation Elections, including but not limited to the
use of Investment Tracking Funds other than those selected by the
Participant.
2.5. Except to the extent prohibited by law, communication by the Plan
Administrator (and by an Eligible Associate or Participant to the
extent authorized by the Plan Administrator) of any document or
writing, including any document or writing that must be executed by a
party, may be in an electronic form of communication.
2.6. The Plan Administrator may appoint such agents, who may be officers or
employees of an Affiliate, as it deems necessary or appropriate to
assist it in administering the Plan and may grant authority to such
agents to execute documents and take action on its behalf. The Plan
Administrator may consult such legal counsel, consultants, or other
professional as it deems desirable and may rely on any opinion
received from any such professional or from its agent. All expenses
incurred in the administration of the Plan shall be paid by one or
more of the Affiliates.
3. ELIGIBILITY TO PARTICIPATE. Each Eligible Associate shall be eligible to
participate in this Plan; provided, however, that unless the Plan
Administrator determines otherwise, no otherwise Eligible Associate who, at
the individual's election or request, receives an accelerated payment
pursuant to the terms of any non-qualified deferred compensation plan in
which the individual participated by virtue of employment with any MetLife
Company shall be eligible to participate in this Plan with regard to
Compensation payable in any calendar year prior to the calendar year next
beginning after the third anniversary of such payment is made.
4. DEFERRAL ELECTIONS.
4.1. At such times as are determined by the Plan Administrator, each
Eligible Associate may complete and submit to the Plan Administrator a
Deferral Election applicable to the Eligible Associate's Compensation
payable for services performed in such periods on and after January 1,
2005 and following the date of the Deferral Election (or other such
periods consistent with Legal Deferral Requirements) determined by the
Plan Administrator. Within thirty (30) days after attaining the status
of Eligible Associate in his or her first calendar year as an Officer
or 090 Employee, such Eligible Associate may complete and submit to
the Plan Administrator a Deferral Election applicable to the Eligible
Associate's Compensation payable for services in the current calendar
year or other periods following the date of the Deferral Election (or
other such periods consistent with Legal Deferral Requirements)
determined by the Plan Administrator. The Plan Administrator shall
prescribe the form(s) of Deferral Election.
4.2. The Plan Administrator may offer an Eligible Participant the
opportunity to indicate each or any of the following, either
separately or in combination, in a Deferral Election: (a) the
percentage, in increments of 5%, or maximum dollar amount of salary
(which, for greater clarity, shall not include any payments under any
such plans contingent on a separation agreement, release, or similar
agreement) that would otherwise be paid the receipt of which the
Eligible Associate wishes to defer into a Deferred Cash Compensation
Account, which shall be no greater than 75% of salary; (b) the
percentage, in increments of 5%, or (except for payments under the
Long Term Performance Compensation Plan, International Long Term
Performance Compensation Plan, or payments to an 090 Employee) maximum
dollar amount of Cash Incentive Compensation, by plan under which such
Compensation may be payable, that would otherwise be paid the receipt
of which the Eligible Associate wishes to defer into a Deferred Cash
Compensation Account (PROVIDED, HOWEVER, that if the Participant
expresses a maximum dollar amount of Cash Incentive Compensation for
deferral and the amount of Cash Incentive Compensation actually
payable to the Participant is less than the maximum dollar amount
specified, the Deferral Election shall be deemed to apply to the full
amount of the Cash Incentive Compensation); (c) the percentage, in
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increments of 5%, of Stock Compensation that would otherwise be paid
the receipt of which the Eligible Associate wishes to defer into a
Deferred Stock Compensation Account; (d) the percentage, in increments
of 5%, of cash payments under the Long Term Performance Compensation
Plan which the Eligible Associate wishes to defer into a Deferred
Stock Compensation Account; (e) the Investment Tracking Fund(s) which
the Eligible Participant selects to adjust the value of the Deferred
Cash Compensation Account and the value of the Matching Contribution
Account, in increments of 5%; (f) the date on which the Eligible
Participant wishes the payment of the Deferred Stock Compensation
Account to begin; (g) the date on which the Eligible Participant
wishes the payment of the Deferred Cash Compensation Account and
Matching Contribution Account to begin; (h) whether the Deferred
Compensation Accounts are to be paid in a single lump sum or annual
installments; and (i) if the Deferred Compensation Accounts are to be
paid in annual installments, the number (not to exceed fifteen (15))
of such installments. If, upon Employment Discontinuance, the
Participant is Retirement Eligible or will be deemed to be Retirement
Eligible upon attaining age 55, the Participant's elections regarding
Cash Incentive Compensation and/or Deferred Stock Compensation shall
be applied to any such compensation otherwise payable after the
Participant's Employment Discontinuance.
4.3. Each Deferral Election that specifies any deferral of salary in terms
of a maximum dollar amount rather than in percentage terms must
specify deferral of at least two hundred dollars ($200) of salary per
pay period. Each Deferral Election that specifies any deferral of Cash
Incentive Compensation in terms of a maximum dollar amount rather than
in percentage terms must specify deferral of at least five thousand
dollars ($5,000) of Cash Incentive Compensation per year.
4.4. Each Deferral Election shall indicate the date(s) on which the
Eligible Associate wishes the payment of a Deferred Compensation
Account to begin by indicating either: (a) a single date certain that
is no earlier than January 1 of the calendar year following the
calendar year in which the third anniversary of the latest date any
Compensation subject to the Deferral Election would have otherwise
been paid; or (b) the date of the Eligible Associate's termination of
employment when Retirement Eligible.
4.5. The Plan Administrator may, in its discretion, reject and/or reform
any Deferral Election, in whole or in part, due to (a) inconsistency
of the Deferral Election with this Plan; (b) inconsistency of the
Deferral Election with employer compliance with legal requirements
(including those regarding sufficient tax withholding and those
regarding payroll taxation for FICA or otherwise); (c) inconsistency
of the Deferral Election with requirements for employee contributions
or premium payments from compensation under the terms of any plan; (d)
inconsistency of the Deferral Election with Legal Deferral
Requirements; or (e) any other lawful basis.
4.6. Notwithstanding any other provisions of this Plan, no Compensation
payable to a Participant less than one-hundred eighty (180) days after
the first day of the second calendar month following a hardship
payment to the Participant under SIP or other qualified deferred
compensation plan in which the individual participates by virtue of
employment with any Affiliate shall be deferred under this Plan.
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4.7. No election by an Eligible Associate of the percentage of cash
payments under the Long Term Performance Compensation Plan which the
Eligible Associate wishes to defer into a Deferred Stock Compensation
Account under Section 4.2(d) of this Plan shall be made in violation
of the Insider Trading Policy promulgated by MetLife, Inc. or an
Affiliate. To the extent such an election is in violation of that
policy, the amount of cash payments under the Long Term Performance
Compensation Plan which the Eligible Associate specified for deferral
into a Deferred Stock Compensation Account shall instead be deferred
as Cash Incentive Compensation into a Deferred Cash Compensation
Account.
4.8. For purposes of applicable determinations pursuant to Legal Deferral
Requirements, to the extent any Deferred Compensation Account is to be
paid in annual installments, such payments shall constitute a single
payment.
5. INVESTMENT TRACKING.
5.1. Except as provided in Sections 2.4 and 5.2 of this Plan, the value of
each Participant's Deferred Cash Compensation Account and Matching
Contribution Account shall be adjusted to reflect the simulated
investment performance on a Total Return Basis using the Investment
Tracking Funds described in Section 6 of this Plan, on the same basis
as if the value of such Deferred Compensation Accounts had been
invested in such Investment Tracking Funds, for such period(s) of time
determined under the Plan until they are paid. To the extent permitted
by the Plan Administrator, each Participant may select from among the
Investment Tracking Funds for purposes of such valuation in the
Participant's Deferral Election and Reallocation Elections.
5.2. Except as provided in Section 2.4 of this Plan, the value of a
Participant's Deferred Stock Compensation Account, and only the value
of such Deferred Stock Compensation Account, shall be adjusted using
the MetLife Deferred Shares Fund as provided in Section 6.1 of this
Plan, on the same basis as if the Participant had invested in the
number of shares of MetLife Stock constituting such deferred Stock
Compensation (on a Total Return Basis) for such period(s) of time
determined by the Deferral Election until it is paid.
5.3. The number of shares of MetLife Stock represented by cash payments
under the Long Term Performance Compensation Plan deferred into a
Deferred Stock Compensation Account pursuant to the terms of Section
4.2(d) of this Plan shall be initially determined by dividing the
amount of the cash payment deferred by the Fair Market Value of the
MetLife Stock on the date such payment was granted to the Participant
under the terms of the Long Term Performance Compensation Plan, and
shall thereafter be subject to Investment Tracking on the same terms
as the balance of the Deferred Stock Compensation Account under
Section 5.2 of this Plan.
6. INVESTMENT TRACKING FUNDS. The methods of Investment Tracking described in
or determined under this Section 6 shall be available for Deferral
Elections and Reallocation Elections. To the extent the methods of
Investment Tracking are changed, or otherwise as the Plan Administrator
determines in its discretion, the Plan Administrator may require the
Participant to make an appropriate change in the Participant's Investment
Tracking or may unilaterally impose a method of Investment Tracking.
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6.1. MetLife Deferred Shares Fund. Value tracked in the MetLife Deferred
Shares Fund shall be accounted in number of tracking shares equal to
the number of shares of MetLife Stock deferred and adjusted to
simulate the effect of each and any of the following on the Stock
Compensation had it been paid in MetLife Stock: (a) dividend; (b)
stock dividend; (c) stock split; (d) MetLife, Inc. recapitalization
(including, but not limited, to the payment of an extraordinary
dividend), (e) merger, consolidation, combination, or spin-off
affecting MetLife, Inc. capitalization; (f) distribution of MetLife,
Inc. assets to holders of MetLife Stock (other than ordinary cash
dividends); (g) exchange of shares, or (h) other similar corporate
change. Unless otherwise determined by the Plan Administrator, only
the value of a Participant's Deferred Stock Compensation Account may
be tracked in the MetLife Deferred Shares Fund.
6.2. Other Investment Tracking Funds. Except as provided in Section 6.1,
the Plan Administrator shall determine in its discretion any method(s)
of Investment Tracking that will be available from time to time.
7. REALLOCATION ELECTIONS.
7.1. The Participant may change the Investment Tracking Funds used to
adjust either (a) the value of new contributions to his/her Deferred
Cash Compensation Account and credits to his/her Matching Contribution
Account, from the date(s) Compensation is deferred rather than paid
and any Matching Contributions are credited, as the case may be;
and/or (b) the value of the Participant's existing Deferred Cash
Compensation Account and Matching Contribution Account.
7.2. Unless otherwise determined by the Plan Administrator, a Reallocation
Election shall be effective on the date it is received by the Plan
Administrator, or on the following business day if it is received by
the Plan Adminstrator at a time when the Plan Administrator determines
it is not practicable or convenient to the operation of the Plan to
apply such Reallocation Election on the date it is received. The
number of Reallocation Elections by a Participant regarding each of
items (a) and (b) of Section 7.1 of this Plan, respectively, shall not
exceed six (6) in any calendar year; PROVIDED, HOWEVER, that the
number of such Reallocation Elections submitted by a Participant on a
single day shall be aggregated as a single election for purposes of
the limit expressed in this sentence.
8. MATCHING CONTRIBUTION. If a Participant makes contributions to SIP
throughout a calendar year, the Participant's Matching Contribution Account
shall be credited with the amount of matching contributions (if any) with
which the Participant's SIP account would have been credited under the
terms and provisions of such plan, in each case with relation to deferred
Compensation in that calendar year had the Compensation not been deferred.
Notwithstanding the foregoing, no Matching Contributions shall be credited
in favor of a Participant during the suspension of such Participant's
deferrals pursuant to Section 4.6 of this Plan.
9. BENEFICIARY DESIGNATION. The Plan Administrator shall prescribe the form by
which each Eligible Associate and Participant may designate a beneficiary
or beneficiaries (who may be named contingently, and among whom payments
received under this Plan may be split as indicated by the individual) for
purposes of receiving payment of Deferred Compensation
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Accounts under this Plan after the death of such individual. Each
designation will be effective only upon its receipt by the Plan
Administrator during the life of the individual making the designation and
shall revoke all prior beneficiary designations by that individual related
to this Plan. Beneficiary designations submitted by an Eligible Associate
or Participant pursuant to the terms of the MetLife Deferred Compensation
Plan for Officers or MetLife Individual Business Special Deferred
Compensation Plan during or prior to 2004 shall be effective for purposes
of this Plan.
10. PAYMENT OF DEFERRED COMPENSATION ACCOUNTS.
10.1. Amount. Except as provided in Section 2.4 of this Plan, the amount
of payment(s) of each Deferred Compensation Account shall reflect
the value of those Deferred Compensation Accounts through the date
each payment of Deferred Compensation Accounts is payable, as
adjusted for Investment Tracking. If payment of Deferred
Compensation Accounts is to be made in installments, then (a) the
amount of each installment payment from either a Deferred Cash
Compensation Account and Matching Contribution Account will be
determined by dividing the value of each of the Deferred
Compensation Accounts at the time the payment is due by the
remaining number of installments in which the Deferred Cash
Compensation Account or Matching Contribution Account,
respectively, is to be paid, and (b) the amount of each
installment payment from a Deferred Stock Compensation Account
will be determined by dividing the number of tracking shares (each
equal to a share of MetLife Stock) in the Deferred Compensation
Accounts at the time the payment is due by the remaining
installments in which the Deferred Stock Compensation Account is
to be paid, and disregarding any fraction of a tracking share
remaining until the last such installment payment.
10.2. Medium. Payment of a Participant's Deferred Stock Compensation
Account shall be made in the form of shares of MetLife Stock. The
form of payment of all other Deferred Compensation Accounts shall
be cash.
10.3. Timing and Number of Payments.
10.3.1. If a Participant dies on any date prior to completion of
all payments from a Participant's Deferred Compensation
Accounts, the unpaid portions of the Participant's Deferred
Compensation Accounts shall become immediately payable in a
lump sum.
10.3.2. If the date on which payment of any of a Participant's
Deferred Compensation Accounts is to begin, as specified in
the Participant's Deferral Election, occurs prior to the
Participant's Employment Discontinuance, then the
Participant's Deferred Compensation Accounts shall be
payable beginning on the date determined by the
Participant's Deferral Election and in the number of
payments determined by the Participant's Deferral Election;
PROVIDED, HOWEVER, that if the Participant's Employment
Discontinuance occurs prior to the completion of all such
payments, then all amounts remaining in the Participant's
Deferred Compensation Accounts shall be immediately payable
in a lump sum (except that, in the case of a Key Employee,
all remaining amounts in the Deferred
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Compensation Account shall be payable six (6) months
following Employment Discontinuance).
10.3.3. If the date on which payment of any of a Participant's
Deferred Compensation Accounts is to begin, as specified in
the Participant's Deferral Election, has not occurred prior
to the Participant's Employment Discontinuance, and
Participant is Retirement Eligible upon Employment
Discontinuance , then the Participant's Deferred
Compensation Accounts shall be payable beginning on the
date determined by the Participant's Deferral Election and
in the number of payments determined by the Participant's
Deferral Election (except that, in the case of a Key
Employee who specified payment upon termination of
employment when Retirement Eligible, payment of the
Deferred Compensation Account shall be payable six (6)
months following Employment Discontinuance).
10.3.4. If the date on which payment of any of a Participant's
Deferred Compensation Accounts is to begin, as specified in
the Participant's Deferral Election, has not yet occurred
prior to the Participant's Employment Discontinuance, and
the Participant (a) is not Retirement Eligible upon
Employment Discontinuance; (b) is, at Employment
Discontinuance, eligible to participate in a severance plan
offered by an Affiliate; and (c) either will be deemed to
be Retirement Eligible upon attaining age 55 after
Employment Discontinuance or whose benefit under the
Retirement Plan is otherwise determined with reference to
the reduction factors for commencing benefit payments prior
to normal retirement age applicable to Retirement Plan
participants with twenty (20) or more years of service,
then the Participant's Deferred Compensation Account shall
be payable and in the number of payments determined by the
Participant's Deferral Election beginning on the date
determined by the Participant's Deferral Election;
PROVIDED, HOWEVER, that if the Participant's Deferral
Election specified payment upon termination of employment
when Retirement Eligible then the Participant's Deferred
Compensation Account shall be payable upon the
Participant's Employment Discontinuance (except that, in
the case of a Key Employee, all remaining amounts in the
Deferred Compensation Account shall be payable six (6)
months following Employment Discontinuance).
10.3.5. If the date on which payment of a any of a Participant's
Deferred Compensation Account is to begin, as specified in
the Participant's Deferral Election, has not occurred prior
to the Participant's Employment Discontinuance, and neither
Sections 10.3.3 nor 10.3.4 of this Plan applies to the
Participant, then the Participant's Deferred Compensation
Account shall be payable in a lump sum upon the
Participant's Employment Discontinuance, notwithstanding
the Participant's Deferral Election (except that, in the
case of a Key Employee, all remaining amounts in the
Deferred Compensation Account shall be payable six (6)
months following Employment Discontinuance).
10.3.6. If, consistent with the terms of this Section 10, other
than this Section 10.3.6 of this Plan, the Participant's
Deferral Election applies to Cash Incentive Compensation or
Stock Compensation payable after the Participant's
Employment Discontinuance, then the Participant's
applicable Deferred Compensation Account shall be payable
beginning on the date determined by the
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Participant's Deferral Election and in the number of
payments determined by the Participant's Deferral Election.
10.3.7. Notwithstanding any of the other terms of this Section
10.3, distribution of amounts from a Participant's Matching
Contribution Account shall not be made beginning on any
date earlier than the date on which payments of Matching
Contributions could have been payable under the terms of
SIP. To the extent that the Participant's Matching
Contribution Account is not payable on the earliest date(s)
that the Participant's other Deferred Compensation Accounts
become payable, in each case by virtue of this Section
10.3.7, the Matching Contribution Account shall be paid in
a lump sum.
10.3.8. Notwithstanding any of the other terms of this Section
10.3, except Section 10.3.7 of this Plan, to the extent any
of the Participant's Deferred Compensation Accounts are
payable pursuant to Sections 12 or 13 of this Plan, payment
shall be made in a single lump sum.
10.3.9. Payment(s) of a Participant's Deferred Compensation
Account shall be made on the earlier of the date payable or
after any delays in payment required under Legal Deferral
Requirements have passed as determined by the Plan
Administrator in its discretion. In no event shall MetLife,
Inc., any Affiliate, or the Plan have any liability to
anyone on account of payment being made later than the date
payable due to administrative considerations or otherwise.
10.3.10. Notwithstanding any other terms of this Plan, no payment
of any Deferred Compensation Account shall be made at a
time inconsistent with Legal Deferral Requirements.
10.4. To Whom Paid. Except as otherwise provided in this Section 10.4 of
this Plan, all payments of a Participant's Deferred Compensation
Accounts will be made to the Participant. If a Participant dies on
any date prior to the date of the completion of all such payments,
all unpaid value in the Participant's Deferred Compensation
Accounts shall be paid to the beneficiary designated for that
purpose by the Participant. If the Participant's designated
beneficiary has not survived the Participant, or the Participant
has designated no beneficiary for purposes of this Plan, such
payment will be made to the Participant's estate.
10.5. Withholding and Effect of Taxes. Payments under this Plan will be
made after the withholding of any Federal, state, or local income,
employment or other taxes legally obligated to be withheld, as
determined by the Plan Administrator in its discretion. All tax
liabilities arising out of deferrals under this Plan shall be the
sole obligation of the Participant or his/her beneficiary,
including but not limited to any tax liabilities arising out of
Legal Deferral Requirements. Withholding of any taxes or other
items required by law may be made from each payment of a
Participant's Deferred Compensation Account or from other payments
due to the Participant from any Affiliate to the extent consistent
with law.
11. NO LOANS AND ASSIGNMENTS. The Plan shall make no loan, including any loan
on account of any Deferred Compensation Account, to any Participant or any
other person nor permit any Deferred Compensation Account to serve as the
basis or security for any loan to any
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Participant or any other person. Except as provided in Section 20 of this
Plan, no Participant or any other person may sell, assign, transfer,
pledge, commute, or encumber any Deferred Compensation Account or any other
rights under this Plan.
12. HARDSHIP ACCOMMODATIONS.
12.1. Upon the written request of an Eligible Associate or Participant,
the Plan Administrator may, in its discretion and in light of any
facts or considerations it deems appropriate, find that the
Eligible Associate or Participant has suffered an Unforeseeable
Emergency. In light of such a finding, the Plan Administrator may,
to the extent the Plan Administrator determines necessary for the
Eligible Associate or Participant to address the Unforeseeable
Emergency, (a) suspend the deferral of receipt of Compensation by
the Eligible Associate or Participant pursuant to a Deferral
Election; and/or (b) to the extent the Plan Administrator finds,
in its discretion, that such a suspension of deferral is
insufficient to address the Participant's Unforeseeable Emergency,
make payment of all or a portion of the Participant's Deferred
Compensation Accounts. The Plan Administrator shall provide the
Eligible Associate or Participant with written notice of its
determinations in response to the Eligible Associate's or
Participant's request.
12.2. The total amount of deferrals suspended or payment advanced shall
not exceed the amount necessary to satisfy the financial
consequences of the Unforeseeable Emergency and amounts equal to
the withholding required by Section 10.5 of this Plan, and shall
not exceed the total value of the Deferred Compensation Accounts
under the Plan. No accommodation pursuant to this Section 12 shall
be implemented in manner or at a time when prohibited or
punishable by any applicable Affiliate policy or law, including
but not limited to law regarding trading of securities on inside
information and the exemptions therefrom.
12.3. If the Eligible Associate or Participant participates in any other
deferred compensation plan by virtue of employment with any
Affiliate, the Plan Administrator may coordinate the operation of
this Section 12 with the operation or similar provisions of any
such other plan, including but not limited to reducing the value
of deferrals in ascending order of the value of deferrals in each
plan beginning with the plan in which the individual's deferrals
have the lowest value.
12.4. In the event that a payment from the Participant's Deferred
Compensation Accounts is made pursuant to this Section 12, (a) the
value of the Participant's Deferred Cash Compensation Account
shall be reduced, and (b) if the reduction in the value of the
Participant's Deferred Cash Compensation Account is less than the
payment made, the Plan Administrator may in its discretion reduce
the value of the Participant's Matching Contribution Account
and/or Deferred Stock Compensation Account, in amounts determined
by the Plan Administrator in its discretion, equal to a total
reduction equal to the difference between the payments made and
the value by which the Participant's Deferred Cash Compensation
Account was reduced.
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12.5. To the extent that the value of the Participant's Deferred Cash
Compensation Account or Matching Contribution Account is reduced,
the value tracked according to each Investment Tracking Fund shall
be reduced proportionate to the total value of the Deferred Cash
Compensation Account or Matching Contribution Account,
respectively, being tracked in that Investment Tracking Fund.
13. UNILATERAL PAYMENT CONSISTENT WITH LAW. In those circumstances permitted by
law consistent with Legal Deferral Requirements, the Plan Administrator
may, in its discretion, and regardless of the Participant's wishes, pay a
Participant the value of the Participant's Deferred Compensation Accounts
in whole or in part. No payment pursuant to this Section 13 shall be made
in manner or at a time when prohibited or punishable by any applicable
Affiliate policy or law, including but not limited to law regarding trading
of securities on inside information and the exemptions therefrom.
14. NATURE OF LIABILITY. All Deferred Compensation Accounts accrued under this
Plan are unsecured obligations of MetLife, Inc. and any successor thereto,
and are neither obligations, debts, nor liabilities of any other entity or
party. This Plan and the liabilities created hereunder are unfunded.
Investment Tracking, any other means for adjusting or communicating the
value of Deferred Compensation Accounts, and any communication or
documentation regarding this Plan or any Participant's Deferred
Compensation Accounts are for recordkeeping purposes only and do not create
any right, property, security, or interest in any assets of MetLife, Inc.
or any other party. All Deferred Compensation Accounts accrued under this
Plan are subject to the claims of general creditors of MetLife, Inc.
Notwithstanding the foregoing, if any Affiliate employing a Participant
ceases to be an Affiliate, the Plan Administrator may determine on or
before the date of the transaction in which the Affiliate ceased to be an
Affiliate (or afterward, with the consent of an officer of MetLife, Inc.),
that the liabilities associated with some or all of the employees of that
Affiliate who are Participants shall transfer from MetLife, Inc. to that
MetLife Company as of the date that Affiliate ceases or ceased to be an
Affiliate. Although the Plan is intended to be designed and administered in
complete accordance with Legal Deferral Requirements, in no event shall
MetLife, Inc., any Affiliate, or the Plan have any liability to anyone for
any taxes, penalties, or other losses on account of the Plan or its
administration failing to comply with Legal Deferral Requirements.
15. NO GUARANTEE OF EMPLOYMENT; NO LIMITATION ON EMPLOYER ACTION. Nothing in
this Plan shall interfere with or limit in any way the right of any
employer to establish the terms and conditions of employment of any
individual, including but not limited to compensation and benefits, or to
terminate the employment of any individual, nor confer on any individual
the right to continue in the employ of any employer. Nothing in this Plan
shall limit the right of any employer to establish any other compensation
or benefit plan. No Deferred Compensation Account shall be treated as
compensation for purposes of a Participant's right under any other plan,
policy, or program, except as stated or provided in such plan, policy, or
program. Nothing in this Plan shall be construed to limit, impair, or
otherwise affect the right of any entity to make adjustments,
reorganizations, or changes to its capital or business structure, or to
merge, consolidate, dissolve, liquidate, sell, or transfer all or any part
of its business or assets.
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16. TERM OF PLAN. This Plan shall be effective with regard to salary and Cash
Incentive Compensation payable on and after January 1, 2005 and with regard
to Stock Compensation payable on and after April 15, 2005, and shall
continue in effect unless and until it is terminated pursuant to its terms.
The Plan Administrator may solicit and receive Deferral Elections prior to
the dates this Plan and any amended and restated terms and any amendment to
the Plan are effective.
17. GOVERNING LAW. The Plan shall be construed in accordance with and governed
by New York law, without regard to principles of conflict of laws.
18. ENTIRE PLAN; THIRD PARTY BENEFICIARIES. This Plan document is the entire
expression of the Plan, and no other oral or written communication, other
than documents authorized under this Plan and fulfilling its express terms,
shall determine the terms of the Plan or the terms of any agreement between
an Eligible Associate or Participant and an Affiliate with regard to the
Plan or Deferred Compensation Accounts. There are no third party
beneficiaries to this Plan, other than Participants' respective
beneficiaries designated under the terms of this Plan.
19. AMENDMENT AND TERMINATION CONSISTENT WITH LAW. To the extent permissible
under law, including Legal Deferral Requirements, the Plan Administrator
may amend, modify, suspend, or terminate this Plan at any time. Any such
amendment or termination will not reduce the amount in Deferred
Compensation Accounts accrued under this Plan prior to the execution of
such amendment or termination. For further clarification, except as
otherwise provided in this Section 19, amendments may otherwise be made to
any and all provisions of the Plan, including but not limited to amendments
affecting the time of distribution of Deferred Compensation Accounts,
affecting forms of distribution of Deferred Compensation Accounts, or
affecting any of the Investment Tracking Funds or any other means for
adjusting the value of Deferred Compensation Accounts.
20. QUALIFIED DOMESTIC RELATIONS ORDERS. The Plan Administrator will
distribute, designate, or otherwise recognize the attachment of any portion
of a Participant's Deferred Compensation Accounts in favor of the
Participant's spouse, former spouse or dependents to the extent such action
is mandated by the terms of a qualified domestic relations order as defined
in Section 414(p) of the Code, and otherwise as determined by this Plan.
21. CLAIMS. Claims for benefits and appeals of denied claims under the Plan
shall be administered in accordance with Section 503 of ERISA, regulations
thereunder (and any other law that amends, supplements, or supersedes said
section of ERISA), and any procedures adopted by the Plan Administrator.
The claims procedures referenced above are incorporated in this Plan by
this reference.
22. DEFINITIONS. Capitalized terms in this Plan, and their forms, shall have
the following meanings:
22.1. "Affiliate" shall mean any corporation, partnership, limited
liability company, trust or other entity which directly, or
indirectly through one or more intermediaries, controls, or is
controlled by, MetLife, Inc.
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22.2. "Cash Incentive Compensation" shall mean compensation payable in
the form of cash under the MetLife Annual Variable Incentive
Compensation Plan, the Institutional Regional Executive Plan, the
International Long Term Performance Compensation Plan, the Long
Term Performance Compensation Plan (and, in the case of each
incentive compensation plan, any successor plan(s)), or payments
of the nature of incentive compensation to an 090 Employee, but
(for greater clarity) shall not include any payments in lieu of
compensation payable under any such plans contingent on a
separation agreement, release, or similar agreement.
22.3. "Code" shall mean the Internal Revenue Code of the United States.
22.4. "Compensation" shall mean salary, Cash Incentive Compensation, and
Stock Compensation payable by MetLife, Inc. or a MetLife Company.
22.5. "Deferral Election" shall mean a written document executed by the
Eligible Associate specifying the Eligible Associate's
instructions regarding the matters addressed by Section 4 of this
Plan.
22.6. "Deferred Cash Compensation Account" shall mean a record-keeping
account established for the benefit of a Participant in which is
credited Compensation otherwise payable in cash to a Participant,
but accounted for to the credit of the Participant under the terms
of this Plan rather than paid to the Participant as and when
originally earned.
22.7. "Deferred Compensation Account" shall mean a Deferred Cash
Compensation Account, Deferred Stock Compensation Account, or
Matching Contribution Account (and, when used in the plural, all
such Deferred Compensation Accounts to the credit of a Participant
under the terms of this Plan). The value of each Deferred
Compensation Account shall be adjusted as provided in this Plan.
22.8. "Deferred Stock Compensation Account" shall mean a record-keeping
account established for the benefit of a Participant in which is
credited Compensation either (a) otherwise payable in MetLife
Stock to a Participant, or (b) otherwise payable in cash as an
award under the Long Term Performance Compensation Plan, but which
the Participant has elected to defer in a Deferred Stock
Compensation Account under Section 4.2(d) of this Plan, but
accounted for to the credit of the Participant under the terms of
this Plan rather than paid to the Participant as and when
originally earned.
22.9. "Eligible Associate" shall mean (a) an individual to whom an offer
of employment as an Officer or 090 Employee has been made, who is
selected by the Plan Administrator for eligibility and has been so
notified; (b) an individual in his or her first calendar year as
an Officer or 090 Employee who is selected by the Plan
Administrator for eligibility and has been so notified; and (c) an
individual in his or her second or later calendar year as an
Office or 090 Employee, at such times that Officer or 090 Employee
is eligible to participate in this Plan as provided in Section 3
of this Plan.
22.10. "Employment Discontinuance" shall mean the termination of
employment with an Affiliate, other than in connection with the
transfer of employment to another Affiliate, or such other date as
required to comply with Legal Deferral Requirements.
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22.11. "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time.
22.12. "Fair Market Value" shall mean, on any date, the closing price of
MetLife Stock 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 MetLife Stock are quoted at the relevant time) on such
date. In the event that there are no MetLife Stock transactions
reported on such tape (or such other system) on such date, Fair
Market Value shall mean the closing price on the immediately
preceding date on which MetLife Stock transactions were so
reported.
22.13. "Investment Tracking" shall mean the adjustment of value to
reflect simulated investment performance.
22.14. "Investment Tracking Funds" shall mean those funds and vehicles
described in Section 6 of this Plan.
22.15. "Key Employee" shall mean at any given time, an employee subject
to Code Section 416(i) as of August 31 of the prior calendar year
as determined by the Plan Administrator.
22.16. "Legal Deferral Requirements" shall mean requirements under law to
achieve deferral of income taxation, including but not limited to
Code Section 409A and any regulations promulgated thereunder.
22.17. "Matching Contributions" shall mean the matching contributions
described in Section 8 of this Plan.
22.18. "Matching Contribution Account" shall mean a record-keeping
account established for the benefit of a Participant in which is
credited Matching Contributions and Pre-2005 Unvested Matching
Contributions.
22.19. "MetLife Common Stock Fund" shall mean Fair Market Value, plus the
value of reinvested dividends payable on MetLife Stock.
22.20. "MetLife Companies" shall mean MetLife Group, Inc.; Metropolitan
Property and Casualty Insurance Company; and MetLife Bank,
National Association.
22.21. "MetLife Stock" shall mean shares of common stock of MetLife, Inc.
22.22. "Officer" shall mean each individual who is employed by a MetLife
Company paid from the United States in United States currency and
whose compensation is in an officer or officer-equivalent grade
level, each as determined by the Plan Administrator in its
discretion.
22.23. "Participant" shall mean each Eligible Associate who has had
compensation deferred by operation of a Deferral Election under
this Plan, and each individual credited with Pre-2005 Unvested
Matching Contributions under this Plan.
22.24. "Plan" shall mean this MetLife Leadership Deferred Compensation
Plan.
22.25. "Plan Administrator" shall mean the Plan Administrator of the
Retirement Plan, including any person to whom such office has been
delegated consistent with the Retirement Plan.
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22.26. "Pre-2005 Unvested Matching Contributions" shall mean those
amounts of "Matching Contributions" (as defined in the MetLife
Deferred Compensation Plan for Officers) that are not credited in
favor of the Participant under the MetLife Deferred Compensation
Plan for Officers by virtue of the fact that such amounts would
not have been vested under SIP as of December 31, 2004.
22.27. "Reallocation Election" shall mean a written document executed by
the Participant specifying the Participant's instructions
regarding the matters addressed by Section 7 of this Plan.
22.28. "Retirement Eligible" shall mean: (a) if the Participant
participates in the Retirement Plan, the Participant has met the
age and service criteria necessary to begin receiving pension
payments under the "traditional formula" in the Retirement Plan
immediately upon terminating service (regardless of whether the
Participant is actually eligible to receive "traditional formula"
pension payments), and (b) if the Participant participates in any
other retirement plan offered by a MetLife Company or any
Affiliate, the Participant has met the age and service criteria
necessary to begin receiving pension payments immediately upon
terminating service.
22.29. "Retirement Plan" shall mean the Metropolitan Life Retirement Plan
for United States Employees.
22.30. "SIP" shall mean each and all of the Savings and Investment Plan
for Employees of Metropolitan Life and Participating Affiliates,
the Metropolitan Life Auxiliary Savings and Investment Plan, and
the Metropolitan Life Supplemental Auxiliary Savings and
Investment Plan (and/or any successor plan(s)).
22.31. "Stock Compensation" shall mean compensation payable in the form
of shares of MetLife Stock, including awards in that form under
the Long Term Performance Compensation Plan or the MetLife, Inc.
2005 Stock and Incentive Compensation Plan.
22.32. "Total Return" shall mean the change (plus or minus) in price or
value, plus dividends (if any) on a reinvested basis, during the
applicable period, less any management fees or other expenses
applicable to the fund or investment serving as the basis for
Investment Tracking Fund, as determined by the Plan Administrator
in its discretion.
22.33. "Unforeseeable Emergency" shall mean severe financial hardship to
the Participant resulting from a sudden and unexpected illness or
accident of the Participant or a dependent of the Participant,
loss of the Participant's property due to casualty, or other
similar extraordinary and unforeseeable circumstances arising as a
result of events beyond the control of the Participant, in any
case that is not or can not be relieved by the Participant through
reimbursement or compensation by insurance or otherwise,
liquidation of the Participant's assets (to the extent such
liquidation would not itself cause severe financial hardship), and
in any case solely to the extent consistent with the grounds for
action by the Plan Administrator under Section 12 of this Plan
consistent with Legal Deferral Requirements.
22.34. "090 Employee" shall mean each individual who is employed by a
MetLife Company paid from the United States in United States
currency, who is either (a) classified by
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the individual's employer in compensation grade 090 and earned
two-hundred thousand dollars ($200,000) in annual total cash
compensation benefitable under the terms of SIP for the twelve
(12) months immediately preceding October 1 of the year prior to
the year subject to the Deferral Election or in such twelve (12)
month period otherwise designated by the Plan Administrator; (b)
serving in the first calendar year in compensation grade 090, and
found by the Plan Administrator in its discretion to have earned
two-hundred thousand dollars ($200,000) in compensation from any
or all employers or principals in the prior calendar year (or in
the second prior calendar year, should the Plan Administrator
anticipate or determine that information on the individual's
earnings in the prior calendar year that the Plan Administrator
would find sufficiently reliable is not available); (c) an
employee of any MetLife Company who was formerly a participant in
the GenAmerica Executive Deferred Savings Plan, deferred
compensation under that plan, and has submitted a Deferral
Election under this Plan for each year the individual was
otherwise eligible to do so under this Plan; or (d) deemed to be
an 090 Employee by the Plan Administrator in its discretion.
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IN WITNESS WHEREOF, this MetLife Leadership Deferred Compensation Plan, as
amended and restated effective January 1, 2005, is approved.
PLAN ADMINISTRATOR
/s/ Margery Brittain
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Date: 11-2-06
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Witness: /s/ Rose Alston
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