{"id":39366,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-metlife-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-metlife-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-metlife-inc.html","title":{"rendered":"Employment Agreement – MetLife Inc."},"content":{"rendered":"

AGREEMENT<\/strong><\/u><\/p>\n

This Agreement is entered into effective as of May 9, 2011, by and between
\nKathleen A. Henkel, having an address at 100 Galion Way, Tamiment, PA 18371
\n(herein referred to as “you” or “your”) and MetLife, Inc., a Delaware
\ncorporation, (herein referred to as “MetLife, Inc.,” “we,” or “our”) having an
\naddress at 1095 Avenue of the Americas, New York, New York, on the following
\nterms and conditions: In order to effectively provide for a smooth and orderly
\ntransition on all matters to your successor head of Human Resources, your
\nemployment with MetLife Group, Inc. will continue on the following terms.
\nI. Assignment Duration<\/strong>: May 9, 2011 through March 31, 2012, or
\nearlier as provided in Section V or in the event of your death (the “Assignment
\nDuration”). Each of the terms described in Sections II through IV will apply
\nduring the Assignment Duration. Your employment with MetLife Group, Inc. will
\nend at the conclusion of the Assignment Duration. II.
\nResponsibilities<\/strong>: At the request of any of the Chief Executive Officer,
\nChairman, or head of Human Resources (acting or otherwise) of MetLife, Inc. (the
\n“Contact Officers”), you will provide information and advice to the Contact
\nOfficers regarding MetLife Human Resources matters or other matters as
\nreasonably requested by the Contact Officers. III. Reporting
\nRelationships and Non-Officer Status:<\/strong> In accepting this new position,
\nyou will continue to report directly to the CEO (or otherwise as he directs). As
\nof May 9, 2011, you will no longer be a member of the Executive Group. As of
\nMay 31, 2011, you will no longer be an officer or director of MetLife, Inc.,
\nMetropolitan Life Insurance Company, MetLife Group, Inc. or any other affiliate
\nof MetLife, Inc. (together, for purpose of each use of the term in this letter,
\n“MetLife”), or a trustee or fiduciary of any trust or benefit plan associated
\nwith MetLife, or a representative of MetLife on any committees or other
\nassociations. As such, your resignation from each such position you held as of
\nMay 9, 2011 (other than member of the Executive Group) will be effective May 31,
\n2011. You agree to be bound to the same duties of loyalty and confidentiality to
\nMetLife as applied to you as Executive Vice President of MetLife, Inc. MetLife,
\nInc. will indemnify and hold you harmless from any and all claims arising out of
\nor in connection with any service or advice that you provide in connection with
\nthis agreement, including but not limited to attorneys fees and costs, to the
\nsame extent as it indemnifies and holds harmless its officers under its bylaws.
\nMetLife will make administrative support, including a secretary, available to
\nyou when and as needed to perform your MetLife duties. MetLife will provide you
\nthe use of a MetLife car and driver through May 31, 2011. Any of your MetLife
\nbusiness expenses will continue to be submitted for approval under MetLife153s
\nnormal expense reimbursement policies through MetLife153s Chief Accounting
\nOfficer. Your MetLife e-mail account and phone number will continue, subject to
\nthe same MetLife technology policies as applicable to other employees.<\/p>\n

\n

\n<\/p>\n

MetLife will provide you office space for your use to perform your MetLife
\nduties on the 41st floor at 1095 Avenue of the Americas, New York, New York,
\nthrough May 31, 2011. MetLife will provide you office space to perform your
\nMetLife duties at a MetLife location in New York City from June 1 through
\nJune 30, 2011. During this period, you will work at the office provided to you
\nto the extent any of the Contact Officers reasonably requests, or otherwise at
\nyour residence. You will have the availability of a car service from MetLife
\nduring the month of June, 2011, to the extent required by you to perform
\nservices for MetLife. Car service arrangements should be made by your
\nadministrative assistant. Beginning July 1, 2011 and for the remainder of the
\nAssignment Duration, you will work from your residence, except as requested by
\nany of the Contact Officers. During this period, we will provide 24 hour advance
\nnotice of any requirement for you to work at a MetLife office and provide
\ntransportation to and from that office. We will also make reasonable
\naccommodations or delays of requests for you to work at a MetLife office in the
\ncase of any prior personal engagements at the time of our request or during the
\nperiod we ask you to work at a MetLife office, e.g., your being on or scheduled
\nto take a personal trip away from home. You will not be employed by, serve as an
\nofficer of, or provide services in any capacity to any employer or business
\nentity other than MetLife. You may, however, serve non-profit charities in any
\ncapacity or serve as an independent, non-employee director of a business or
\nnon-profit charity. IV. Remuneration:<\/strong> Your annual base salary
\nwill continue at a rate of $400,000 (less applicable withholding for taxes and
\nother required items). Assuming that you remain employed through March 15, 2012,
\nyou will be eligible to receive annual cash and long-term stock-based incentive
\nawards in 2012 at the discretion of the MetLife, Inc. Compensation Committee
\n(the “Committee”). Assuming also that you meet or exceed the CEO153s reasonable
\nperformance expectations during the Assignment Duration, determined by him in
\ngood faith, and all aspects of MetLife153s financial performance are at least at
\nthe level called for by MetLife, Inc.153 s 2011 business plan (which determination
\nshall be made in February, 2012), MetLife management will recommend to the
\nCommittee that you be paid an annual cash incentive award of $650,000 and
\nlong-term stock-based awards with a compensation valuation of approximately
\n$866,700 (less withholding for taxes and other required items) in 2012, using
\nthe same compensation valuation methodology to determine the number of stock
\noptions, performance shares, or other type of awards as we generally use for
\nMetLife, Inc. executives153 awards at that time. While you remain an employee of
\nMetLife Group, Inc., you will be eligible for employee benefits subject to the
\nterms of the applicable MetLife employee benefit plans.<\/p>\n

2<\/p>\n

\n<\/p>\n

V. Mutual Non-Disparagement:<\/strong><\/p>\n

You agree that during the Assignment Duration you will not make statements
\nthat damage, disparage or otherwise diminish the reputation and business of
\nMetLife and its officers, directors and employees. MetLife, Inc. agrees to
\nrequire its officers during the Assignment Duration not to make statements at
\nany time that damage, disparage or otherwise diminish your reputation or
\nbusiness interests. Statements made verbally, in writing, or electronically are
\ncovered by this agreement. Either you or MetLife, Inc. may make truthful
\nstatements that are compelled by a court of law or otherwise authorized pursuant
\nto legal or administrative process without violating this agreement. If we
\nbelieve that you have violated your non-disparagement obligations under this
\nagreement, we will provide you with written notice including specific
\ninformation about the content and context of the statement we believe that you
\nmade. You will have fifteen (15) business days to respond in writing to the
\nnotice, which you may do by replying to the MetLife representative who sent you
\nthe notice. We will consider your reply and provide you with our written
\nresponse to it within fifteen (15) business days, at and after which time we may
\nprovide you with written notice of termination the Assignment Duration due to
\nyour violation of your non-disparagement obligations. Any notice to you may be
\ndelivered to your address stated above (or another address, if you notify us of
\na change to your address) or to an e-mail address you have used to communicate
\nto us during the Assignment Duration. Any notice to us may be delivered to the
\nMetLife address of the MetLife representative who sent you the notice to which
\nyou are responding, or to that representative153s e-mail address. Any notice
\ndelivered electronically will be considered made on the date of transmission
\n(absent evidence of delivery failure), and any notice delivered in hard copy
\nwill be considered made by the party sending it as of date provided to common
\ncourier for overnight delivery to the other party, but with the response date by
\nthe party receiving it determined by the date of actual receipt by the
\nindividual to whom it was addressed. VI. Miscellaneous:<\/strong> This
\nletter includes all of the terms of your employment during the Assignment
\nDuration, and no other agreements, promises, or statements, oral or written,
\nwill survive or apply. Your Agreement to Protect Corporate Property will also
\nremain in effect. The terms of this letter will be governed by New York law
\nwithout regard to choice of law principles. In the event that any of the terms
\nof this letter are held invalid or unenforceable, the rest of the terms of this
\nletter will remain valid and enforceable. This letter can not be amended except
\nby a written document signed by you and an officer of MetLife, Inc. This
\nAgreement is subject to review by the Committee, and the Committee153s approval is
\na condition of its continuing in effect on and after June 30, 2011. IN WITNESS
\nWHEREOF, the parties have executed this Agreement as the date first written
\nabove. MetLife, Inc.<\/p>\n\n\n\n\n<\/tr>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ Steven A. Kandarian<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Kathleen A. Henkel<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By: Steven A. Kandarian<\/p>\n<\/td>\n

<\/td>\n\n

Kathleen A. Henkel<\/p>\n<\/td>\n<\/tr>\n

\n

President and Chief Executive Officer<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
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