Exhibit 4.1
New England Financial California
Top Producer Incentive Compensation Plan
(effective January 1, 2007)
1. Purpose. The purpose of the Plan is to provide Top Producers with Deferred
Compensation, payable after adjustment for the simulated investment
experience of Deferred Compensation from the date it is credited under the
terms of the Plan until the date it is payable. The Plan is intended to be
maintained primarily for the purpose of providing deferred compensation to
a select group of highly compensated employees (and other
highly-compensated individuals) within the meaning of Sections 201(2) and
301(a)(3) of ERISA, and to comply 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, and
shall be interpreted and administered consistent with that intent.
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 employees or
agents of Affiliates, Agents, or Top Producers 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 17 of
the Plan, the Plan Administrator may, in its sole discretion, adjust
the value of Deferred Compensation on a basis other than as prescribed
in Allocation Elections, including but not limited to the use of
Investment Tracking Funds other than those selected by the Top
Producer.
2.5. Except to the extent prohibited by law, communication by the Plan
Administrator (and by a Top Producer 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 Top Producer shall be eligible to
participate in the Plan.
4. Crediting of Deferred Compensation. Deferred Compensation shall be credited
for a Top Producer in accordance with the terms of this Plan. Deferred
Compensation shall be either Chairman's Conference Deferred Compensation or
Masters Conference Deferred Compensation. "Chairman's Conference Deferred
Compensation" shall mean an amount credited on or about April 1 of each
calendar year in favor of a Top Producer who met the qualifications for the
Chairman's Conference in the prior calendar year, subject to the terms of
this Plan, equal to eight per cent (8%) of proprietary first year
commissions production, as such amount is determined by the Plan
Administrator in its sole discretion. Master's Conference Deferred
Compensation" shall mean an amount credited on or about April 1 of each
calendar year in favor of a Top Producer who met the qualifications for the
Chairman's Conference in the prior calendar year, subject to the terms of
this Plan, equal to five per cent (5%) of proprietary first year
commissions production, as such amount is determined by the Plan
Administrator in its sole discretion. The Plan Administrator may determine
the Agents to whom amounts are to be credited and the amounts to be
credited, on a basis other than provided in this Section 4, if it finds in
its discretion that it is impractical, inconvenient, or contrary to the
interest of any Affiliate to apply the terms of this Section 4 in whole or
in part.
5. Vesting or Deduction of Unvested Deferred Compensation
5.1. Deferred Compensation credited in favor of a Top Producer on a
particular date shall be Vested if the Top Producer satisfies both the
performance criteria described in Section 5.1(a) and the continuous
service criteria described in Section 5.1(b).
(a)(i) In order to satisfy the performance criteria for Vesting of
100% of Chairman's Conference Deferred Compensation, the Top Producer
must qualify for Chairman's Conference (or such analogous recognition
applicable for Control Group Agents), as determined by the Plan
Administrator in its discretion, in any three (3) of the five (5)
calendar years beginning with the calendar year in which that Deferred
Compensation was credited. If the performance criteria stated in the
sentence immediately above are not satisfied, then in order to satisfy
the performance criteria for Vesting of 62.5% of a particular award of
Chairman's Conference Deferred Compensation, the Top Producer must
qualify for either Masters or Chairman's Conference (or such analogous
recognition applicable for Control Group Agents), as determined by the
Plan Administrator in its discretion, in any three (3) of the five (5)
calendar years beginning with the calendar year in which that Deferred
Compensation was credited. (ii) In order to satisfy the performance
criteria for Vesting of Masters Conference Deferred Compensation
Deferred Compensation, the Top Producer must qualify for Chairman's
Conference or Master's Conference (in each case, or such analogous
recognition applicable for Control Group Agents), as determined by the
Plan Administrator in its discretion, in any three (3) of the five (5)
calendar years beginning with the calendar year in which that Deferred
Compensation was credited.
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(b) In order to satisfy the continuous service criteria for Vesting of
Deferred Compensation, the Top Producer must remain continuously any
of an Agent, a Managing Partner, a Control Group Agent, or an employee
of a Control Group Member, through the earlier of: (i) April 1 of the
fifth calendar year after the year in which the Deferred Compensation
was credited, or (ii) the date the Top Producer Retires. To the extent
that Section 5.1(b)(ii) above applies, the Top Producer's insurance
agency license must also remain with New England Life Insurance
Company through April 1 of the fifth calendar year after the year in
which the Deferred Compensation was credited.
5.2. Any year in which the Top Producer has qualified for Disability
Benefits for any portion of time, other than the year in which the
Deferred Compensation is credited, shall be disregarded in
determinations under Section 5.1(a) of this Plan, except to the extent
the Top Producer satisfied any of the performance criteria described
in that Section in that year.
5.3. Deferred Compensation credited in favor of a Top Producer on a
particular date shall be Vested upon the death of the Top Producer
prior to April 1 of the fifth calendar year after the year in which
the Deferred Compensation was credited.
5.4. Notwithstanding any other terms of this Plan, all of a Top Producer's
Deferred Compensation, including but not limited to any Deferred
Compensation that has become Vested, shall be immediately Forfeited
for Cause. Neither the Plan Administrator nor any Affiliate shall have
any obligation to take any action to seek or secure a refund of any
employment taxes withheld on account of Deferred Compensation that has
been Forfeited.
6. Investment Tracking. Except as provided in Section 2.4 of this Plan, the
value of each Top Producer's Deferred Compensation shall be adjusted to
reflect the simulated investment performance on a Total Return basis at the
MetLife SIP Fixed Income Rate, and otherwise using any other Investment
Tracking Funds selected by the Top Producer, on the same basis as if the
value of such Deferred Compensation had been invested at the MetLife SIP
Fixed Income Rate or such other Investment Tracking Funds for the period of
time from the Crediting of such Deferred Compensation, or the time
determined by any Allocation Election, until it is payable.
7. Allocation Elections. To the extent permitted by the Plan Administrator in
its discretion, the Top Producer may change the Investment Tracking Fund(s)
used to adjust the value of the Top Producer's Deferred Compensation.
Unless otherwise determined by the Plan Administrator, an Allocation
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
Allocation Election on the date it is received. The number of Allocation
Elections by a Participant shall not exceed six (6) in any calendar year.
8. Beneficiary Designation. The Plan Administrator shall prescribe the form by
which each Top Producer may designate a beneficiary or beneficiaries (who
may be named contingently or successively, and among whom payments received
under this Plan may be split as indicated by the individual) for purposes
of receiving payment of Deferred Compensation under this Plan after the
death of such individual. Each designation will be effective only
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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.
9. Payment of Deferred Compensation. Deferred Compensation that is Vested and
not Forfeited shall be payable under this Plan.
9.1. Amount. Except as provided in Section 2.4 of this Plan, the amount of
payment of Deferred Compensation shall reflect the value of the
Deferred Compensation through the date each payment is payable, as
adjusted for Investment Tracking. If payment of Vested Deferred
Compensation is to be made in installments under the terms of the
Plan, then the amount of each installment payment will be determined
by dividing the value of the Deferred Compensation at the time the
payment is due by the remaining number of installments to be paid.
9.2. Medium. Payment of all Deferred Compensation shall be in cash.
9.3. Timing and Number of Payments.
(a) Except to the extent this Section 9.3 otherwise provides, all of a
Top Producer's Deferred Compensation shall be payable in a single lump
sum on the first business day of the month following the later of (i)
the Top Producer attaining age sixty-five (65), or (ii) the time the
Deferred Compensation becomes Vested.
(b) To the extent the Plan Administrator offers the opportunity to do
so, the Top Producer so elects, and consistent with Legal Deferral
Requirements (including but not limited to requirements for redeferral
under Code Section 409A), all of a Top Producer's Deferred
Compensation shall be payable (i) beginning on the first business day
of the month following the Top Producer attaining age seventy (70),
and (ii) in the number of annual payments (with any payments after the
first payment being payable on the anniversary of the first payment)
not to exceed ten (10) as elected by the Top Producer.
(c) If a Top Producer dies on any date prior to completion of all
payments from a Participant's Deferred Compensation, the unpaid
portions of the Participant's Deferred Compensation shall become
immediately payable in a lump sum.
(d) Payment(s) of Deferred Compensation shall be made as soon as
practicable after both the Deferred Compensation has become payable
and after any delays in payment required under Legal Deferral
Requirements have passed, each as determined by the Plan Administrator
in its discretion.
(e) Notwithstanding any other terms of this Plan, no payment of any
Deferred Compensation Account shall be made inconsistent with Legal
Deferral Requirements.
9.4. To Whom Paid. Except as otherwise provided in this Section 9.4 of this
Plan, all payments of a Top Producer's Deferred Compensation will be
made to the Top Producer. If a Top Producer dies on any date prior to
the date of the completion of all such payments, all of the Top
Producer's unpaid Deferred Compensation shall be paid to the
beneficiary designated for that purpose by the Top Producer. If the
Top Producer's designated beneficiary has not survived the Top
Producer, or the Top
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Producer has designated no beneficiary for purposes of this Plan, such
payment will be made to the Top Producer's estate.
9.5. 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 Top Producer 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,
including but not limited to those required at the time of Vesting,
may made from other payments due to the Top Producer from any
Affiliate.
10. Loans and Assignments. The Plan shall make no loan, including any loan on
account of any Deferred Compensation, to any Top Producer or any other
person nor permit any Deferred Compensation to serve as the basis or
security for any loan to any Top Producer or any other person. Except as
provided in Section 19, no Participant or any other person may sell,
assign, transfer, pledge, commute, or encumber any Deferred Compensation or
any other rights under this Plan.
11. 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 communication the
value of Deferred Compensation, and any documentation regarding this Plan
or any Top Producer's Deferred Compensation, is 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
credited under this Plan is subject to the claims of general creditors of
MetLife, Inc.
12. No Guarantee of Agency; No Limitation on Principle Action. Nothing in this
Plan shall interfere with or limit in any way the right of any entity or
person to establish the terms and conditions of agency of any individual,
including but not limited to compensation and benefits, or to terminate the
agency of any individual, nor confer on any individual the right to
continue in the agency of any entity or person. Nothing in this Plan shall
limit the right of any entity or person to establish any other compensation
or benefit plan. No Deferred Compensation 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.
13. Term of Plan. This Plan shall be effective on and after January 1, 2007,
and shall continue in effect unless and until it is terminated pursuant to
its terms.
14. Governing Law. The Plan shall be construed in accordance with and governed
by New York law, without regard to principles of conflict of laws.
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15. Claims. Claims for benefits and appeals of denied claims under the Plan
shall be administered in accordance with Section 503 of ERISA, the
regulations thereunder (and any other law that amends, supplements, or
supersedes said section of ERISA), and the procedures adopted by the Plan
Administrator. The claims procedures referenced above are incorporated in
this Plan by this reference.
16. 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
a Top Producer and an Affiliate with regard to the Plan or Deferred
Compensation. There are no third party beneficiaries to this Plan, other
than Participants' respective beneficiaries designated under the terms of
this Plan.
17. Amendment and Termination. Except to the extent otherwise required by law,
including but not limited to 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 credited under this Plan prior to the execution of
such amendment or termination.
18. Qualified Domestic Relations Orders. The Plan Administrator will
distribute, designate, or otherwise recognize the attachment of any portion
of a Participant's Deferred Compensation in favor of the Top Producer'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 the terms of Section 9
of this Plan.
19. Definitions. Capitalized terms in this Plan, and their forms, shall have
the following meanings:
19.1. "Affiliate" shall mean MetLife, Inc. and 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.
19.2. "Agent" shall mean a natural person who is either (a) a full time
insurance agent for New England Life Insurance Company who has entered
into an incentive career contract, an Agent Contract, or a Senior
Agent Contract, and if registered with the NASD is so registered with
New England Securities, (b) is a Managing Partner compensated in whole
or in part accordance with the compensation scheduled of an Incentive
Career Contract, and if registered with the NASD is so registered with
New England Securities, or (c) is affiliated with a non-natural person
who is an Agent to sell products manufactured by an Affiliate on a
full-time basis, in all cases as determined by the Plan Administrator
in its discretion, in each case to the extent resident in or having as
the business addresses at which New England Life Insurance Company
regularly contacts him or her in California at the time Deferred
Compensation is credited for that individual.
19.3. "Agents Retirement Plan" means the New England Life Insurance Company
Agents' Retirement Plan and Trust.
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19.4. "Allocation Election" shall mean a written document executed by the
Top Producer specifying the Participant's instructions regarding the
matters addressed by Section 7 of this Plan.
19.5. "Cause" shall mean termination of the Agent's agency agreement or
relationship with New England Life Insurance Company or any Affiliate
for breach of that agreement or breach of duties as an Agent, or other
analogous standard of conduct, or the commission or omission of acts
that would constitute or would have constituted grounds for such
termination, all as determined by the Plan Administrator in its
discretion.
19.6. "Code" shall mean the Internal Revenue Code of the United States, as
amended from time to time.
19.7. "Control Group Agent" shall mean having a relationship as an
insurance agent on a common law or statutory employment basis for one
or more Control Group Members, as determined by the Plan Administrator
in its discretion.
19.8. "Control Group Member" shall mean each corporation or other entity
which is a members of a controlled group of corporations as defined in
Section 414(b) of the Code as modified by Section 415(h) of the Code
which includes MetLife, Inc. or any trade or business (whether or not
incorporated) which is under common control with MetLife, Inc., as
defined in Section 414(c) of the Code as modified by Section 415(h) of
the Code.
19.9. "Deferred Compensation" shall mean either Chairman's Conference
Deferred Compensation or Master's Conference Deferred Compensation.
19.10. "Chairman's Conference Deferred Compensation" shall having the
meaning described in Section 4 of this Plan.
19.11. "Disability Benefits" shall mean income replacement benefits payable
as a result of long-term disability under an arrangement offered by an
Affiliate.
19.12. "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time.
19.13. "Forfeited" shall mean that Deferred Compensation, including any
Deferred Compensation that has Vested, will not be payable.
19.14. "Investment Tracking" shall mean the adjustment of value to reflect
simulated investment performance in accordance with the terms of the
Plan.
19.15. "Investment Tracking Funds" shall mean the MetLife SIP Fixed Income
Rate and those other securities, funds, or other savings or investment
vehicles designated from time to time by the Plan Administrator in its
discretion.
19.16. "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.
19.17. "Managing Partner" shall mean a natural person who is (a) a Managing
Partner affiliated with New England Life Insurance Company, or (b) is
affiliated as a
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principal with a non-natural person who is a Managing Partner, in all
cases as determined by the Plan Administrator in its discretion.
19.18. "Master's Conference Deferred Compensation" have the meaning
described in Section 4 of this Plan.
19.19. "MetLife SIP Fixed Income Rate" shall mean the stated rate of return
on the MetLife SIP Fixed Income Fund, or successor fund as determined
by the Plan Administrator, as it is determined under MetLife SIP from
time to time.
19.20. "MetLife 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))
19.21. "NASD" shall mean the National Association of Securities Dealers, or
successor organization.
19.22. "Plan" shall mean this New England Financial California Top Producer
Incentive Compensation Plan.
19.23. "Plan Administrator" shall mean the Plan Administrator of the
Metropolitan Life Retirement Plan for United States Employees,
including any person to whom such office has been delegated.
19.24. "Retires" shall mean (a) in the case of a participant in the Agents
Retirement Plan, becoming retirement eligible as determined under that
plan and retiring under that plan, (b) in the case of a Managing
Partner, attaining age 55 and 5 years of service with all Affiliates
and electing to retire under any applicable pension benefit program;
(c) in the case of a participant in any pension plan for employees of
an Affiliate other than a Managing Partner, attaining pension
eligibility.
19.25. "Top Producer" shall mean an Agent who, at the time Deferred
Compensation is credited for such person under the Plan, (a) qualified
for Chairman's Council or Master's Council with regard to performance
in the prior calendar year, as determined by the Plan Administrator in
its discretion, and (b)(1) certifies to the Plan Administrator that at
least fifty percent (50%) of the Agent's income (excluding income
attributable to passive sources and to investments) in the prior year
was derived from Affiliates; (2) the Agent if the Agent became an
Agent during the prior year, the Agent certifies to the Plan
Administrator that the Agent reasonably believes and has a good faith
expectation that the Agent will derive at least fifty percent (50%) of
the Agent's income in the present year from Affiliates and
subsequently certifies that at least fifty percent (50%) of the
Agent's income (excluding income attributable to passive sources and
to investments) in that year was derived from Affiliates; or (3) the
Plan Administrator otherwise determines, in its discretion, that the
Agent may participate consistent with requirements for the
registration of debt incurred by MetLife, Inc. under the Plan with the
Securities and Exchange Commission on a form S-8. The Plan
Administrator may determine the Agents to whom amounts are to be
credited and the amounts to be credited, on a basis other than
provided in the first sentence of this Section 19.24, if it finds in
its discretion that it is impractical,
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inconvenient, or contrary to the interest of any Affiliate to apply
the terms of the first sentence of this Section 19.24.
19.26. "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, as determined by the Plan Administrator according
to such measures as it determines in its discretion.
19.27. "Vested" means that the Deferred Compensation will be payable under
the terms of this Plan, unless Forfeited.
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IN WITNESS WHEREOF, pursuant to authorization of the Board of Directors of
MetLife, Inc., this New England Financial California Top Producer Incentive
Compensation is approved.
/s/ Joseph A. Reali
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Joseph A. Reali
Senior Vice President and Tax Director
MetLife, Inc.
Date: 11/2/06
Witness: /s/ Daisy Charneco
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