2000 Directors Stock Plan - MetLife Inc.
2000 DIRECTORS STOCK PLAN
The purpose of the 'METLIFE, INC. 2000 DIRECTORS STOCK PLAN'
(the 'Plan') is 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.
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
(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
(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 Initial Public Offering.
(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
(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) 'Initial Public Offering' means the first day as of which
sales of Common Stock are made to the public pursuant to the first
underwritten public offering of the Common Stock.
(n) '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.
(o) '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.
(p) 'Plan' means the MetLife, Inc. 2000 Directors Stock Plan,
as set forth herein and as amended from time to time.
(q) 'Share' means a share of Common Stock.
(r) 'Share Award' means any Elective Share Award or Fee Share
(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.
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.
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 Initial Public Offering. 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.
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 Initial Public Offering 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
Initial Public Offering.
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
(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 Initial Public Offering 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, in all events expire upon the tenth (10th) anniversary of
the date of the grant thereof. If a Participant shall cease to provide
services to the Company, such Participant or, in the case of 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
earlier of (A) three (3) years from the date the Participant ceased to
provide services to the Company and (B) 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 Initial Public Offering, 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
6.1 Fee Share Awards. Commencing with respect to fees payable
for services rendered after the first anniversary of the Initial Public
Offering, 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 Initial Public Offering) with respect to which the Cash Fees
would otherwise have been payable to the Participant in cash (the 'Date of
Issuance'). Not withstanding 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
Initial Public Offering.
6.2 Elective Share Awards. Commencing with respect to Cash
Fees payable for services rendered after the second anniversary of the Initial
Public Offering, 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 Initial Public Offering, 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
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 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
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 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.
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.
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 Initial Public Offering 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.
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
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
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
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 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.