EXHIBIT 10.17
METLIFE, INC.
2000 DIRECTORS STOCK PLAN
(AS AMENDED EFFECTIVE FEBRUARY 8, 2002)
ARTICLE I.
PURPOSE
The purposes of the "METLIFE, INC. 2000 DIRECTORS STOCK PLAN" (the
"Plan") are to enable the Company to attract, retain and motivate the best
qualified non-employee directors and to enhance a long-term mutuality of
interests between the non-employee directors and stockholders of the Company by
granting stock and stock options as provided herein.
ARTICLE II.
DEFINITIONS
2.1 Definitions. Whenever used herein, the following terms shall have
the respective meanings set forth below:
(a) "Award" means any Option or Share Award.
(b) "Board" means the Board of Directors of the Company.
(c) "Cash Fees" means the amount of any fees that would,
absent an election to receive an Elective Share Award pursuant to the
terms of the Plan, be payable by the Company in cash to a Participant
for any services to be performed by the Participant.
(d) "Code" means the Internal Revenue Code of 1986, as
amended.
(e) "Committee" means the Nominating and Corporate Governance
Committee of the Board or such other committee of the Board as the
Board shall designate from time to time, which committee shall consist
of at least two members, each of whom shall qualify as a Non-Employee
Director within the meaning of Rule 16b-3 (or any successor rule
thereto), as promulgated under the Securities Exchange Act of 1934, as
amended.
(f) "Common Stock" means the common stock of the Company, par
value $0.01 per share.
(g) "Company" means MetLife, Inc., a Delaware corporation, and
any successor thereto.
(h) "Deferred Share" means a contractual right to receive one
Share on a deferred basis in accordance with the terms of the Plan.
(i) "Elective Share Award" means any award of Shares made by
reason of the election of a Participant to receive Shares in lieu of
Cash Fees; provided that in no event shall any Elective Share Awards be
issued prior to the second anniversary of the Plan Effective Date.
(j) "Fair Market Value" means, on any date, the closing price
of a Share as reported in the principal consolidated transaction
reporting system for the New York Stock Exchange (or on such other
recognized quotation system on which the trading prices of the Common
Stock are quoted at the relevant time on such date). In the event that
there are no Common Stock transactions reported on such tape (or other
system) on such date, Fair Market Value means the closing price on the
immediately preceding date on which Common Stock transactions were so
reported.
(k) "Family Member" means, as to a Participant, any (i) child,
stepchild, grandchild, parent, stepparent, grandparent, spouse,
sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law (including adoptive relationships), of
such Participant, (ii) trust for the exclusive benefit of such persons
and (iii) other entity owned solely by such persons.
(l) "Fee Share Award" means any award of Shares made at the
direction of the Committee in lieu of Cash Fees.
(m) "Option" means the right to purchase one Share at a stated
purchase price on the terms specified in Article V of the Plan. The
Options are nonstatutory stock options not intended to qualify under
Section 422 of the Code.
(n) "Participant" means a member of the Board who is not an
officer or employee of the Company or any entity controlling,
controlled by, or under common control with the Company, and is not the
beneficial owner of a controlling interest in the voting stock of the
Company or of any entity that holds a controlling interest in the
Company's voting stock.
(o) "Plan" means the MetLife, Inc. 2000 Directors Stock Plan,
as set forth herein and as amended from time to time.
(p) "Plan Effective Date" means the "Plan Effective Date"
determined under Section 5.2(b) of the Plan of Reorganization, dated
September 28, 1999, of Metropolitan Life Insurance Company, as amended.
(q) "Share" means a share of Common Stock.
(r) "Share Award" means any Elective Share Award or Fee Share
Award.
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(s) "Stock Account" means a memorandum account established to
record the deferral of certain compensation otherwise payable to a
Participant which shall be deemed invested in Deferred Shares.
(t) "Stock Incentive Plan" means the MetLife, Inc. 2000 Stock
Incentive Plan, as the same may be amended from time to time.
2.2 Gender and Number. Except when otherwise indicated by the
context, words in the masculine gender used in the Plan shall include the
feminine gender, the singular shall include the plural, and the plural shall
include the singular.
ARTICLE III.
ADMINISTRATION
3.1 Rules, Interpretation and Determinations. The Plan shall be
administered by the Committee. The Committee shall have full authority to
interpret and administer the Plan, to establish, amend and rescind rules for
carrying out the Plan, to construe the respective option agreements and to make
all other determinations and to take all other actions that it deems necessary
or advisable for administering the Plan. Each determination, interpretation or
other action made or taken by the Committee shall be final and binding for all
purposes and upon all persons.
3.2 Agents and Expenses. The Committee may appoint agents (who
may be officers or employees of the Company) to assist in the administration of
the Plan and may grant authority to such persons to execute agreements or other
documents on its behalf. The Committee may employ such legal counsel,
consultants and agents as it may deem desirable for the administration of the
Plan and may rely upon any opinion received from any such counsel or consultant
and any computation received from any such consultant or agent. All expenses
incurred in the administration of the Plan, including, without limitation, for
the engagement of any counsel, consultant or agent, shall be paid by the
Company.
ARTICLE IV. SHARES; ADJUSTMENT UPON CERTAIN EVENTS
4.1 Source of Shares. Shares to be issued under the Plan may consist,
in whole or in part, of treasury shares or authorized but unissued Shares not
reserved for any other purpose.
4.2 Number of Share Awards. Subject to the provisions of Section 4.5
hereof, the aggregate number of Shares that may be issued under the Plan as
Share Awards under Article VI shall not exceed 500,000 Shares.
4.3 Number of Options. Subject to the provisions of Section 4.5 hereof,
the aggregate number of Shares issuable under the Plan pursuant to Options shall
not exceed 0.05% of the total number of Shares outstanding immediately after the
Plan Effective
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Date. In addition, Shares issuable pursuant to Options granted under the Plan
shall reduce the number of Shares issuable under the Stock Incentive Plan.
4.4 Canceled, Terminated, or Forfeited Options. In the event Options
are for any reason canceled, terminated or otherwise settled without the
issuance of any Common Stock (including, but not limited to, shares tendered to
exercise outstanding Options or shares tendered or withheld for taxes), the
Shares subject to such Options shall again be available for the granting of
Options under the Plan and the Stock Incentive Plan.
4.5 Adjustment in Capitalization. In the event of any Share
dividend or Share split, recapitalization, merger, consolidation, combination,
spin-off, distribution of assets to stockholders (other than ordinary cash
dividends), exchange of shares, or other similar corporate change, the aggregate
number of Shares available for Awards pursuant to either Section 4.2 or Section
4.3, distributable in respect of Deferred Shares or subject to outstanding
Options, and the respective exercise prices applicable to outstanding Options
shall be appropriately adjusted by the Committee and the Committee's
determination shall be conclusive; provided that any fractional shares resulting
from any such adjustment shall be disregarded.
ARTICLE V.
AWARDS AND TERMS OF OPTIONS
5.1 Grant. The Committee shall, subject to the approval of the Board,
determine the Participants to whom Options shall be granted and, subject to
Section 5.2, the terms and conditions of any and all Options granted to
Participants. In making such determination, the Committee shall give due
consideration to such factors as it deems appropriate, including, but not
limited to, the performance of the Company. Any Options granted hereunder prior
to the fifth anniversary of the Plan Effective Date shall be granted in
substitution for a portion of the fees that would otherwise have been payable in
cash to the Participant for services as a director and not subject to a Share
Award, in such manner and on such basis as the Committee shall reasonably
determine (including, without limitation, by application of the Black-Scholes
option valuation methodology). Notwithstanding any other contrary provision in
the Plan, no Options shall be granted prior to the first anniversary of the Plan
Effective Date.
5.2 Option Agreement. Options shall be evidenced by a written option
agreement embodying the following terms:
(a) Exercise Price. The exercise price per Share of an Option
shall be not less than the Fair Market Value on the date such Option is
granted.
(b) Period of Exercisability. Each Option granted hereunder
shall be immediately exercisable; provided that in no event shall any
Option be or become exercisable hereunder prior to the second
anniversary of the Plan Effective Date and, if and to the extent this
proviso limits the exercisability of any Option, the portion so limited
shall become exercisable on such second anniversary. Each Option shall,
if not previously exercised in accordance with the terms of the Plan,
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in all events expire upon the tenth (10th) anniversary of the date of
the grant thereof. In the event a Participant ceases to provide
services to the Company for any reason, the Participant or, after the
Participant's death, the Participant's estate or beneficiary, may
exercise any Option held by the Participant at the date his or her
service terminates until the tenth (10th) anniversary of the date the
Option was granted; provided, however, that if the Participant's
service as a member of the Board terminates prior to the second
anniversary of the Plan Effective Date, the Option may not be exercised
prior to such second anniversary.
(c) Procedure for Exercise. A Participant electing to exercise
one or more Options shall give written notice to the Secretary of the
Company of such election and of the number of Shares he has elected to
purchase. No shares shall be delivered pursuant to any exercise of an
Option unless arrangements satisfactory to the Committee have been made
to assure full payment of the option price therefor. Without limiting
the generality of the foregoing, payment of the option price may be
made (i) in cash or its equivalent, (ii) by exchanging shares of Common
Stock owned by the optionee (which are not the subject of any pledge or
other security interest), (iii) through an arrangement with a broker
approved by the Company whereby payment of the exercise price is
accomplished with the proceeds of the sale of Common Stock or (iv) by
any combination of the foregoing; provided that the combined value of
all cash and cash equivalents paid and the Fair Market Value of any
such Common Stock so tendered to the Company, valued as of the date of
such tender, is at least equal to such option price. The Company may
not make a loan to a Participant to facilitate such Participant's
exercise of any of his or her Options.
ARTICLE VI.
SHARE AWARDS
6.1 Fee Share Awards. Commencing with respect to fees payable for
services rendered after the first anniversary of the Plan Effective Date, the
Committee may require that up to one-half of the Cash Fees otherwise payable to
a Participant be payable in Shares, issuable as of the first day of the calendar
quarter (or, with respect to the first Fee Share Award, the first day of the
first calendar month after the twelve month anniversary of the Plan Effective
Date) with respect to which the Cash Fees would otherwise have been payable to
the Participant in cash (the "Date of Issuance"). Notwithstanding the foregoing,
if the Date of Issuance determined in the preceding sentence is not a business
day, the grant of Shares shall be made on the next following business day. The
number of Shares to be issued as a Fee Share Award as of each Date of Issuance
shall equal the greatest number of whole Shares derived from the quotient of (i)
the dollar amount of the Cash Fees the Committee has determined to pay in Shares
and (ii) the Fair Market Value on the Date of Issuance. If, after the
application of the preceding formula as of any Date of Issuance, there is a cash
remainder, the Company shall pay the Participant the amount of such cash
remainder as soon as practicable following such Date of Issuance. In no event
shall any Shares acquired pursuant to any Fee Share Award be sold by a
Participant prior to the second anniversary of the Plan Effective Date.
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6.2 Elective Share Awards. Commencing with respect to Cash
Fees payable for services rendered after the second anniversary of the Plan
Effective Date, a Participant may elect to have any portion of the fees that
would otherwise have been payable to the Participant in cash for services as a
director (less any amounts paid as Fee Share Awards or, until the fifth
anniversary of the Plan Effective Date, granted as Options) paid in Shares. The
Date of Issuance in respect of any Cash Fees which are part of the Participant's
annual retainer fees shall be the first day of the calendar quarter with respect
to which the related Cash Fees would otherwise have been payable to the
Participant, and in respect of any other Cash Fees, as of the first day of the
calendar quarter following the quarter with respect to which such Cash Fees
would otherwise have been payable to the Participant. Notwithstanding the
foregoing, if the Date of Issuance determined in the preceding sentence is not a
business day, the grant of Shares shall be made on the next following business
day. The number of Shares to be issued as an Elective Share Award as of each
Date of Issuance shall equal the greatest number of whole Shares derived from
the quotient of (i) the dollar amount of the Cash Fees elected to be paid in
Shares at such Date of Issuance in accordance with the second preceding sentence
and (ii) the Fair Market Value on the Date of Issuance. If, after the
application of the preceding formula as of any Date of Issuance, there is a cash
remainder, the Company shall pay the Participant the amount of such cash
remainder as soon as practicable following such Date of Issuance.
ARTICLE VII.
RECEIPT OF SHARE AWARDS
7.1 Election. A Participant may elect to defer receipt of all or any
part of the Shares issuable to the Participant in respect of any Share Award.
Any such election shall be made (i) as to which the Date of Issuance is in the
same calendar year in which the Plan becomes effective, within thirty days of
the date this Plan is adopted and (ii) with respect to any other Fee Share Award
or Elective Share Award, by December 31 of the calendar year prior to the year
in which the Date of Issuance would otherwise occur. Notwithstanding the
immediately preceding sentence, any person who becomes a Participant after the
adoption of the Plan may elect, not later than the end of the calendar month in
which the Participant becomes a member of the Board, to defer delivery of all or
any part of the Shares deliverable in respect of any Share Award to be made
following such election.
7.2 Form and Duration of Election. An election to defer receipt shall
be made by written notice filed with the Secretary of the Company. Such election
shall continue in effect (including with respect to Share Awards for subsequent
calendar years) unless and until the Participant revokes or modifies such
election by written notice filed with the Secretary of the Company. Any such
revocation or modification of a deferral election shall become effective as of
the end of the calendar year in which such notice is given and only with respect
to Share Awards to be made in subsequent calendar years. Amounts credited to the
Participant's Stock Account prior to the effective date of any such revocation
or modification of a deferral election shall not be affected by such revocation
or modification and shall be distributed only in accordance with the otherwise
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applicable terms of the Plan. A Participant who has revoked an election to
participate in the Plan may file a new election to defer Share Awards with
respect to Shares to be granted in the calendar year following the year in which
such election is filed.
7.3 Stock Account. Any Share Award as to which a Participant has
elected to defer delivery of the Shares shall be credited to the Participant's
Stock Account and shall be deemed to be invested in a number of Deferred Shares
equal to the number of Shares that would otherwise have been delivered to the
Participant. Whenever a dividend other than a dividend payable in the form of
Shares is declared with respect to the Shares, the number of Deferred Shares in
the Participant's Stock Account shall be increased by the number of Deferred
Shares determined by dividing (i) the product of (A) the number of Deferred
Shares in the Participant's Stock Account on the related dividend record date
and (B) the amount of any cash dividend declared by the Company on a Share (or,
in the case of any dividend distributable in property other than Shares, the per
share value of such dividend, as determined by the Company for purposes of
income tax reporting) by (ii) the Fair Market Value on the related dividend
payment date. In the case of any dividend declared on Shares which is payable in
Shares, the Participant's Stock Account shall be increased by the number of
Deferred Shares equal to the product of (i) the number of Deferred Shares
credited to the Participant's Stock Account on the related dividend record date
and (ii) the number of Shares (including any fraction thereof) distributable as
a dividend on a Share. In the event of any change in the number or kind of
outstanding Shares by reason of any recapitalization, reorganization, merger,
consolidation, stock split or any similar change affecting the Shares, other
than a stock dividend as provided above, the Committee shall make an appropriate
adjustment in the number of Deferred Shares credited to the Participant's Stock
Account.
7.4 Distribution from Accounts Upon Termination of Service as
a Director. All distributions from the Participant's Stock Account shall be made
in Shares. At the time a Participant makes a deferral election pursuant to
Section 7.1, the Participant shall also file with the Secretary of the Company a
written election with respect to whether such distribution (i) shall commence
immediately following the date the Participant ceases to be a Participant or on
the first business day of any calendar year following the calendar year in which
the Participant ceases to be a Participant and (ii) shall be in one lump-sum or
in such number of annual installments (not to exceed ten) as the Participant may
designate. If installments are elected, the number of Shares distributable with
respect to each installment shall be equal to the number of Deferred Shares then
credited to the Stock Account times a fraction, the numerator of which is one
(1) and the denominator of which is the number of installments (including the
current installment) remaining to be paid. A Participant may at any time, and
from time to time, change any distribution election applicable to the
Participant's Stock Account; provided that no election to change the timing of
any such distribution shall be effective unless it is made in writing and
received by the Secretary of the Company at least one full calendar year prior
to the time at which the Participant ceases to provide services to the Company.
If a Participant fails to specify a commencement date for a distribution in
accordance with this Section 7.4, such distribution shall commence on the first
business day of the calendar year immediately following the year in which the
Participant ceases to be a Participant. If a Participant fails to specify
whether distribution shall be made in a
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lump-sum or in a number of installments, such distribution shall be made in a
lump-sum. In the case of any distribution being made in annual installments,
each installment after the first installment shall be paid on the first business
day of each subsequent calendar year until the entire amount subject to such
installments shall have been paid.
ARTICLE VIII.
TRANSFERABILITY OF AWARDS
No Award shall be transferable by the Participant otherwise than by
will or under the applicable laws of descent and distribution; provided that the
Committee may, in the Option agreement or otherwise, permit transfers of Options
by gift or a domestic relations order to Family Members. In addition, no Award
shall be assigned, negotiated, pledged or hypothecated in any way (whether by
operation of law or otherwise), and no Award shall be subject to execution,
attachment or similar process. Upon any attempt to transfer, assign, negotiate,
pledge or hypothecate any Award, or in the event of any levy upon any Award by
reason of any attachment or similar process contrary to the provisions hereof,
such Award shall immediately become null and void.
ARTICLE IX.
TERMINATION, MODIFICATION AND AMENDMENT
The Board at any time may terminate the Plan, and from time to time may
amend or modify the Plan; provided, however, that any amendment which would (i)
increase the number of shares available for issuance under the Plan, (ii) lower
the minimum exercise price at which an Option may be granted or (iii) extend the
maximum term for Options granted hereunder shall be subject to the approval of
the Company's shareholders and no amendment made prior to the fifth anniversary
of the Plan Effective Date shall be or become effective without the consent of
the New York Superintendent of Insurance. No amendment, modification, or
termination of the Plan shall in any manner adversely affect any Option
theretofore granted under the Plan, without the consent of the Participant.
ARTICLE X.
GENERAL PROVISIONS
10.1 No Right to Remain as a Director. The Plan shall not impose any
obligations on the Company to retain any Participant as a director nor shall it
impose any obligation on the part of any Participant to remain in service to the
Company.
10.2 Investment Representation; Registration. If the Committee
determines that the law so requires, the holder of an Option granted hereunder
or the recipient of Shares in respect of any Share Award shall execute and
deliver to the Company a written statement, in form satisfactory to the Company,
representing and warranting that he is purchasing or accepting the Shares then
acquired for his own account and not with a view to the resale or distribution
thereof, that any subsequent offer for sale or sale of any such Shares shall be
made either pursuant to (i) a registration statement on an appropriate form
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under the Securities Act of 1933, as amended, which Registration Statement shall
have become effective and shall be current with respect to the Shares being
offered and sold, or (ii) a specific exemption from the registration
requirements of the Securities Act, and that in claiming such exemption the
holder will, prior to any offer for sale or sale of such Shares, obtain a
favorable written opinion from counsel approved by the Company as to the
availability of such exemption. If at any time the Board shall determine in its
discretion that the listing, registration or qualification of the Shares covered
by the Plan upon any national securities exchange or under any state or federal
law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the sale of
Shares under the Plan, no Shares will be delivered unless and until such
listing, registration, qualification, consent or approval shall have been
effected or obtained, or otherwise provided for, free of any conditions not
acceptable to the Company.
10.3 No Right to Specific Assets. Nothing contained in the Plan and no
action taken pursuant to the Plan (including, without limitation, the grant of
any Award hereunder) shall create or be construed to create a trust of any kind
or any fiduciary relationship between the Company and any Participant, the
executor, administrator or other personal representative or designated
beneficiary of such Participant, or any other persons. To the extent that any
Participant or his executor, administrator, or other personal representative, as
the case may be, acquires a right to receive any payment from the Company
pursuant to the Plan, such right shall be no greater than the right of an
unsecured general creditor of the Company.
10.4 Rights as a Stockholder. A Participant shall have no rights as a
stockholder with respect to any Shares covered by his Option or related to
Deferred Shares until he shall have become the holder of record of such Shares.
10.5 Headings and Captions. The headings and captions herein are
provided for reference and convenience only, shall not be considered part of the
Plan, and shall not be employed in the construction of the Plan.
10.6 Controlling Law. The Plan shall be construed and enforced
according to the laws of the State of Delaware without regard to conflict of
laws.
10.7 Indemnification. Each person who is or shall have been a member of
the Committee or of the Board shall be indemnified and held harmless by the
Company against and from any loss, cost, liability, or expense that may be
imposed upon or reasonably incurred by him in connection with or resulting from
any claim, action, suit, or proceeding to which he may be made a party or in
which he may be involved by reason of any action taken or failure to act under
the Plan (in the absence of bad faith) and against and from any and all amounts
paid by him in settlement thereof, with the Company's approval, or paid by him
in satisfaction of any judgment in any such action, suit, or proceeding against
him; provided that he shall give the Company an opportunity, at its own expense,
to handle and defend the same before he undertakes to handle and defend it on
his own behalf. The foregoing right of indemnification shall not be exclusive
and shall be independent of any other rights of indemnification to which such
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person may be entitled under the Company's Certificate of Incorporation or
By-Laws, by contract, as a matter of law, or otherwise.
10.8 Term of Plan. The Plan shall be effective upon its
adoption by the Board and approval by Metropolitan Life Insurance Company, the
sole shareholder of the Company and by the New York Superintendent of Insurance.
The Plan shall continue in effect, unless sooner terminated pursuant to Article
IX, until no more shares are available for issuance under the Plan.
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