{"id":39747,"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-continuation-agreement-metropolitan-life-insurance.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-continuation-agreement-metropolitan-life-insurance","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-continuation-agreement-metropolitan-life-insurance.html","title":{"rendered":"Employment Continuation Agreement &#8211; Metropolitan Life Insurance Co. and Catherine A. Rein"},"content":{"rendered":"<pre>\n================================================================================\n\n                                Catherine A. Rein\n\n\n                       EMPLOYMENT CONTINUATION AGREEMENT\n\n                                December 15, 1998\n\n                            As Amended and Restated\n\n                                 March 3, 2000\n\n\n\n\n\n                      Metropolitan Life Insurance Company\n\n================================================================================\n\n\n\n                              AMENDED AND RESTATED\n                        EMPLOYMENT CONTINUATION AGREEMENT\n\n               THIS AMENDED AND RESTATED AGREEMENT between METROPOLITAN LIFE\nINSURANCE COMPANY, a New York corporation (the 'Company'), and Catherine A. Rein\n(the 'Executive'), dated as of this 15th day of December, 1998, and amended and\nrestated as of March __, 2000.\n\n                              W I T N E S S E T H :\n\n                WHEREAS, the Company has employed the Executive in an officer\nposition with the Company;\n\n               WHEREAS, the Company believes that, in the event it is confronted\nwith a situation that could result in a change in ownership or control of the\nCompany, continuity of management will be essential to its ability to evaluate\nand respond to such situation in the best interests of its policyholders, and\nif, at the relevant time, it is a stock company, its shareholders;\n\n               WHEREAS, the Company understands that any such situation will\npresent significant concerns for the Executive with respect to her financial and\njob security;\n\n               WHEREAS, in order to assure itself of the Executive's services\nduring the period in which it is confronting such a situation, and to provide\nthe Executive certain financial assurances to enable the Executive to perform\nthe responsibilities of her position without undue distraction and to exercise\nher judgment without bias due to her personal circumstances, the Company and the\nExecutive entered into this Agreement to provide the Company and the Executive\nwith certain rights and obligations upon the occurrence of a Change of Control\nor Potential Change of Control (as each such term is defined in Section 2\nhereof);\n\n               WHEREAS, the Company has decided to transfer the Executive's\nemployment to one of its subsidiaries, and the Executive has agreed to accept\nsuch transfer;\n\n               WHEREAS, in connection with her employment with such subsidiary,\nthe Executive and such subsidiary will enter into a comparable agreement whereby\nthe\n\n\nsubsidiary will undertake to provide the Executive with comparable benefits and\nprotection in the event of a Change of Control or Potential Change of Control;\n\n               WHEREAS, the Company and the Executive are in agreement that the\nbenefits provided hereunder shall be suspended while the Executive is\nappropriately protected under such subsidiary agreement.\n\n               NOW, THEREFORE, this Agreement is amended and restated in its\nentirety, to read as follows:\n\n               1. Operation of Agreement. (a) Term. The initial term of this\nAgreement shall commence on December 15, 1998 and continue until December 15,\n2001. Thereafter, this Agreement will automatically renew for successive and\nconsecutive additional three year periods following the end of its initial term\nand any extended term, unless the Company or the Executive gives the other party\nwritten notice at least 180 days prior to the date the term hereof would\notherwise renew that it or she does not want the term to be so extended;\nprovided, however, that, the Company may not deliver a notice of nonrenewal\nafter (i) a Potential Change of Control (as is defined in Section 2(b) hereof)\nunless the Board of Directors has adopted a Nullification Resolution (as defined\nin Section 2(b) hereof) with respect to such Potential Change of Control or (ii)\na Change of Control (as defined in Section 2(a) hereof). Notwithstanding\nanything to the contrary in this Agreement, the term of this Agreement shall in\nall events expire (regardless of when the term would otherwise have expired) on\nthe second anniversary of a Change of Control.\n\n               (b) Effective Date. Notwithstanding the provisions of Section\n1(a) hereof, this Agreement shall govern the terms and conditions of the\nExecutive's employment and the benefits and compensation to be provided to the\nExecutive commencing on the date on which a Potential Change of Control or a\nChange of Control occurs (the 'Effective Date') and ending on the date the term\nof this Agreement otherwise expires, provided that if the Executive is not\nemployed by the Company or any Affiliate on the Effective Date, this Agreement\nshall be void and without effect. Notwithstanding the foregoing, if on the\nEffective Date the Executive is employed by an Affiliate of the Company and the\nExecutive and the Affiliate are parties to an agreement providing the Executive\nwith similar employment protection in the event of a Change of Control, the\nCompany's hereunder, including any obligation to make any payment under this\nAgreement in connection with the termination of the Executive's employment,\nshall be suspended until the earlier to occur, if any, of (i) the date the\nExecutive becomes re-employed by the Company and (ii) the date the Executive is\nemployed by another Affiliate which does not provide the Executive with similar\nemployment protection in the event of a Change of Control.\n\n\n                                       2\n\n\n               2. Definitions. (a) Change of Control. For the purposes of this\nAgreement, a 'Change of Control' shall be deemed to have occurred if:\n\n               (i) any person (within the meaning of Section 3(a)(9) of the\n        Securities Exchange Act of 1934, as amended (the 'Exchange Act')),\n        including any group (within the meaning of Rule 13d-5(b) under the\n        Exchange Act)), acquires 'beneficial ownership' (within the meaning of\n        Rule 13d-3 under the Exchange Act), directly or indirectly, of\n        securities of the Company representing 25% or more of the combined\n        Voting Power (as defined below) of the Company's securities;\n\n               (ii) within any 24-month period, the persons who were directors\n        of the Company at the beginning of such period (the 'Incumbent\n        Directors') shall cease to constitute at least a majority of the Board\n        of Directors of the Company (the 'Board') or the board of directors of\n        any successor to the Company provided, however, that any director\n        elected to the Board, or nominated for election, by a majority of the\n        Incumbent Directors then still in office shall be deemed to be an\n        Incumbent Director for purposes of this subclause 2(a)(ii);\n\n               (iii) the policyholders of the Company, if at the time in\n        question the Company is a mutual life insurance company, approve a\n        merger, consolidation, division, sale or other disposition of all or\n        substantially all of the assets of the Company (a 'Mutual Event');\n        provided, however, that a Mutual Event shall not be treated as a Change\n        of Control for purposes of this Agreement if (x) the Company is the\n        surviving company in any such merger or other transaction and (y)\n        pursuant to the terms of the agreement governing the transaction\n        constituting the Mutual Event, the persons who were directors of the\n        Company immediately prior to such Mutual Event constitute at least 75%\n        of the members of the Board immediately following the consummation of\n        such Mutual Event; or\n\n               (iv) the stockholders of the Company, if at the time in question\n        the Company is a stock company, approve a merger, consolidation, share\n        exchange, division, sale or other disposition of all or substantially\n        all of the assets of the Company (a 'Corporate Event'), and immediately\n        following the consummation of which the stockholders of the Company\n        immediately prior to such Corporate Event do not hold, directly or\n        indirectly, a majority of the Voting Power of (x) in the case of a\n        merger or consolidation, the surviving or resulting corporation, (y) in\n        the case of a share exchange, the acquiring corporation or (z) in the\n        case of a division or a sale or other disposition of assets, each\n        surviving, resulting or acquiring corporation which, immediately\n        following the relevant Corporate Event, holds more than 25% of the\n        consolidated assets of the Company immediately prior to such Corporate\n        Event; or\n\n\n                                       3\n\n\n                (v) any other event occurs which the Board declares to be a\n        Change of Control.\n\nNotwithstanding the foregoing, a Change of Control shall not be deemed to have\noccurred merely as a result of (i) the conversion of the Company from a mutual\nlife insurance company to a stock company whose shareholders are either (x)\nprimarily persons who were policyholders of the Company immediately prior to\nsuch transaction and\/or a trust holding the shares of the Company for the\nbenefit of such policyholders or (y) another corporation the shares of which are\nheld primarily by the persons and\/or trust described in subclause (x); (ii) the\nCompany becoming a direct or indirect subsidiary of a mutual holding company\nwhose members are primarily persons who were policyholders of the Company\nimmediately prior to such transaction or (iii) an underwritten offering of the\nequity securities of the Company where no Person (including any group (within\nthe meaning of Rule 13d-5(b) under the Exchange Act)) acquires more than 25% of\nthe beneficial ownership interests in such securities.\n\n                                                                                \n            (b) Potential Change of Control. For the purposes of this Agreement,\na Potential Change of Control shall be deemed to have occurred if:\n\n            (i) a Person commences a tender offer, with adequate financing,\n      which, if consummated, would result in such Person being the 'beneficial\n      ownership' (within the meaning of Rule 13d-3 under the Exchange Act),\n      directly or indirectly, of securities of the Company representing 10% or\n      more of the combined Voting Power of the Company's securities;\n\n            (ii) the Company enters into an agreement the consummation of which\n      would constitute a Change of Control;\n\n            (iii) any person (including any group (within the meaning of Rule\n      13d- 5(b) under the Exchange Act)) other than the Company attempts,\n      directly or indirectly, to replace more than 25% of the directors of the\n      Company; provided, however, that any action taken in support of a nominee\n      approved by a majority of the members of the Board then in office shall\n      not be given any effect in determining whether a Potential Change of\n      Control has occurred;\n\n            (iv) certification, pursuant to New York Insurance Law Section\n      4210(h)(1)(B) (or any successor provision thereto) of an independent\n      nomination of candidates to replace more than 25% of the members of the\n      Board; or\n\n            (v) any other event occurs which the Board declares to be a\n      Potential Change of Control.\n\n\n                                       4\n\n\nNotwithstanding the foregoing, if, after a Potential Change of Control and\nbefore a Change of Control, the Board makes a good faith determination that such\nPotential Change of Control will not result in a Change of Control, the Board\nmay nullify the effect of the Potential Change of Control (a 'Nullification') by\nresolution (a 'Nullification Resolution'), in which case the Executive shall\nhave no further rights and obligations under this Agreement by reason of such\nPotential Change of Control; provided, however, that if the Executive shall have\ndelivered a Notice of Termination (within the meaning of Section 6(f) hereof)\nprior to the date of the Nullification Resolution, such Resolution shall not\neffect the Executive's rights hereunder. If a Nullification Resolution has been\nadopted and the Executive has not delivered a Notice of Termination prior\nthereto, the Effective Date for purposes of this Agreement shall be the date, if\nany, during the term hereof on which another Potential Change of Control or any\nactual Change of Control occurs.\n\n               (c) Voting Power. A specified percentage of 'Voting Power' of a\ncompany shall mean such number of the Voting Securities as shall enable the\nholders thereof to cast such percentage of all the votes which could be cast in\nan annual election of directors and 'Voting Securities' shall mean all\nsecurities of a company entitling the holders thereof to vote in an annual\nelection of directors.\n\n               (d) Affiliate. An 'Affiliate' shall mean any corporation,\npartnership, limited liability company, trust or other entity which directly, or\nindirectly through one or more intermediaries, controls, or is controlled by,\nthe Company.\n                                                                                \n                3. Employment Period. Subject to Section 6 hereof, the Company\nagrees to continue the Executive in its employ, and the Executive agrees to\nremain in the employ of the Company, for the period (the 'Employment Period')\ncommencing on the Effective Date and ending on the expiration of the term of\nthis Agreement.\n\n                4. Position and Duties. (a) No Reduction in Position. During the\nEmployment Period, the Executive's position (including titles), authority and\nresponsibilities with the Company and each of its Affiliates to whom the\nExecutive provides services shall be at least commensurate with those held,\nexercised and assigned immediately prior to the Effective Date; provided,\nhowever, that if the Executive is employed by an Affiliate on the Effective\nDate, and subsequently becomes reemployed by the Company, the Executive's\nduties, authority and responsibilities under this Section 4 shall be at least\ncommensurate to those she last held as an officer of the Company and the\nExecutive's title shall be at least comparable to the title held at such time by\nofficers of the Company performing duties and responsibilities of a comparable\nlevel. It is understood that, for purposes of this Agreement, such position,\nauthority and responsibilities shall not be regarded as not commensurate merely\nby virtue of the fact that a successor shall have acquired all or substantially\nall of the business and\/or assets of the Company as contem-\n\n\n                                       5\n\n\nplated by Section 12(b) hereof. The Executive's services shall be performed at\nthe location where the Executive was employed immediately preceding the\nEffective Date or at any other office or location not more than 35 miles from\nsuch pre-Effective Date location.\n\n               (b) Business Time. During the Employment Period, the Executive\nagrees to devote her full attention during normal business hours to the business\nand affairs of the Company or its Affiliates and to use her best efforts to\nperform faithfully and efficiently the responsibilities assigned to him\nhereunder, to the extent necessary to discharge such responsibilities, except\nfor (i) time spent in managing her personal, financial and legal affairs and\nserving on corporate, civic or charitable boards or committees, in each case\nonly if and to the extent not substantially interfering with the performance of\nsuch responsibilities, and (ii) periods of vacation and sick leave to which she\nis entitled. It is expressly understood and agreed that the Executive's\ncontinuing to serve on any boards and committees on which she is serving or with\nwhich she is otherwise associated in mediately preceding the Effective Date\nshall not be deemed to interfere with the performance of the Executive's\nservices to the Company or its Affiliates.\n\n               5. Compensation. (a) Base Salary. During the Employment Period,\nthe Executive shall receive a base salary at a monthly rate at least equal to\nthe monthly salary paid to the Executive by the Company or any Affiliate\nimmediately prior to the Effective Date. The base salary shall be reviewed at\nleast once each year after the Effective Date, and may be increased (but not\ndecreased) at any time and from time to time by action of the Board or any\ncommittee thereof or any individual having authority to take such action in\naccordance with the Company's regular practices. The Executive's base salary, as\nit may be increased from time to time, shall hereafter be referred to as the\n'Base Salary'. Neither the Base Salary nor any increase in the Base Salary after\nthe Effective Date shall serve to limit or reduce any other obligation of the\nCompany hereunder.\n\n               (b) Annual Bonus. During the Employment Period, in addition to\nthe Base Salary, the Executive shall be afforded the opportunity to receive an\nannual bonus (the 'Annual Bonus Opportunity') in an amount which provides the\nExecutive with the same bonus opportunity as other executives of the Company and\nits Affiliates of comparable rank. If any fiscal year commences but does not end\nduring the Employment Period, Executive shall receive a pro-rated amount in\nrespect of the Annual Bonus Opportunity for the portion of the fiscal year\noccurring during the Employment Period. Any amount payable in respect of the\nAnnual Bonus Opportunity shall be paid as soon as practicable following the year\nfor which the amount (or any prorated portion) is earned or awarded, unless\nelectively deferred by the Executive pursuant to any deferral programs or\narrangements that the Company may make available to the Executive.\n\n\n                                       6\n\n\n               (c) Long-term Incentive Compensation Programs. During the\nEmployment Period, the Executive shall participate in all long-term incentive\ncompensation programs for key executives at the Company (or, if the Executive is\nthen providing services principally to an Affiliate, at such Affiliate) at a\nlevel that is commensurate with the level made available from time to time to\nexecutives of the Company (or, if applicable, an Affiliate) of comparable rank.\n\n               (d) Benefit Plans. During the Employment Period, the Executive\n(and, to the extent applicable, his dependents) shall be entitled to participate\nin or be covered under all pension, retirement, deferred compensation, savings,\nmedical, dental, health, disability, group life, accidental death and travel\naccident insurance plans and programs of the Company and any Affiliate at the\nlevel made available from time to time to other similarly situated officers.\n\n               (e) Expenses. During the Employment Period, the Executive shall\nbe entitled to receive prompt reimbursement for all reasonable expenses incurred\nby the Executive in accordance with the policies and procedures of the Company\nor its Affiliates, as applicable and as in effect from time to time, with\nrespect to expenses incurred by other similarly situated officers.\n\n               (f) Vacation and Fringe Benefits. During the Employment Period,\nthe Executive shall be entitled to paid vacation and fringe benefits at a level\nthat is commensurate with the paid vacation and fringe benefits available from\ntime to time to other similarly situated officers of the Company or, if\napplicable, its Affiliates.\n\n               (g) Indemnification. During and after the Employment Period, the\nCompany shall indemnify the Executive and hold the Executive harmless from and\nagainst judgments, fines, amounts paid in settlement and reasonable expenses,\nincluding attorneys' fees, on the same terms and conditions applicable from time\nto time with respect to the indemnification of its other senior officers of\ncomparable rank.\n\n               (h) Office and Support Staff. The Executive shall be entitled to\nan office with furnishings and other appointments, and to secretarial and other\nassistance, at a level that is at least commensurate with the foregoing provided\nto other similarly situated officers.\n\n                6. Termination. (a) Death, Disability or Retirement. Subject to\nthe provisions of Section 1 hereof, this Agreement shall terminate automatically\nupon the Executive's death, termination due to 'Disability' (as defined below)\nor voluntary retirement under any of the retirement plans of the Company or its\nAffiliates as in effect from time to time. For purposes of this Agreement,\n'Disability' shall mean the\n\n\n                                       7\n\n\nExecutive's inability to perform the duties of her position, as determined in\naccordance with the policies and procedures applicable with respect to the\nlong-term disability plan of the Company or its Affiliates in which the\nExecutive was a participant immediately prior to the Effective Date; provided,\nhowever, that the Executive's employment may not be terminated for Disability\nhereunder unless the Executive has requested that she be considered for, and has\nqualified to receive, long-term disability benefits under such plan.\n\n               (b) Voluntary Termination. Notwithstanding anything in this\nAgreement to the contrary, the Executive may voluntarily terminate employment\nfor any reason (including early retirement under the terms of any of the\nretirement plans of the Company or its Affiliates as in effect from time to\ntime), upon not less than 60 days' written notice to the Company, provided that\nany termination by the Executive pursuant to Section 6(d) hereof on account of\nGood Reason (as defined therein) shall not be treated as a voluntary termination\nunder this Section 6(b).\n\n               (c) Cause. The Company may terminate the Executive's employment\nfor Cause. For purposes of this Agreement, 'Cause' means (i) the Executive's\nconviction or plea of nolo contendere to a felony; (ii) an act of dishonesty or\ngross misconduct on the Executive's part which results or is intended to result\nin material damage to the Company's or an Affiliate's business or reputation; or\n(iii) repeated material violations by the Executive of his obligations under\nSection 4 hereof, which violations are demonstrably willful and deliberate on\nthe Executive's part.\n\n               (d) Good Reason. After the Effective Date, the Executive may\nterminate her employment at any time for Good Reason. For purposes of this\nAgreement, 'Good Reason' means the occurrence of any of the following, without\nthe express written consent of the Executive, after the Effective Date:\n\n               (i) (A) the assignment to the Executive of any duties\n        inconsistent in any material adverse respect with the Executive's\n        position, authority or responsibilities as contemplated by Section 4(a)\n        hereof, or (B) any other material adverse change in such position,\n        including titles, authority or responsibilities;\n\n               (ii) any failure by the Company to comply with any of the\n        provisions of Section 5 hereof, other than an insubstantial or\n        inadvertent failure remedied by the Company promptly after receipt of\n        notice thereof given by the Executive;\n\n               (iii) requiring the Executive to be based at any office or\n        location more than 35 miles from the location at which the Executive\n        performed her duties immediately prior to the Effective Date, except for\n        travel reasonably required in the performance of the Executive's\n        responsibilities; or\n\n\n                                       8\n\n\n               (iv) any failure by the Company to obtain the assumption and\n        agreement to perform this Agreement by a successor as contemplated by\n        Section 12(b) hereof.\n\nIn no event shall the mere occurrence of a Change of Control, absent any further\nimpact on the Executive, be deemed to constitute Good Reason.\n\n               (e) Notice of Termination. Any termination by the Company for\nCause or by the Executive for Good Reason shall be communicated by Notice of\nTermination to the other party hereto given in accordance with Section 13(e)\nhereof. For purposes of this Agreement, a 'Notice of Termination' means a\nwritten notice given, (i) in the case of a termination for Cause, within 10\nbusiness days of the Company's having actual knowledge of the events giving rise\nto such termination or (ii) in the case of a termination for Good Reason, within\n120 days of the Executive's having actual knowledge of the events giving rise to\nsuch termination. Any such Notice of Termination shall (i) indicate the specific\ntermination provision in this Agreement relied upon, (ii) set forth in\nreasonable detail the facts and circumstances claimed to provide a basis for\ntermination of the Executive's employment under the provision so indicated, and\n(iii) if the termination date is other than the date of receipt of such notice,\nspecify the termination date of this Agreement (which date shall be not more\nthan 15 days after the giving of such notice). The failure by the Executive to\nset forth in the Notice of Termination any fact or circumstance which\ncontributes to a showing of Good Reason shall not waive any right of the\nExecutive hereunder or preclude the Executive from asserting such fact or\ncircumstance in enforcing her rights hereunder.\n\n               (f) Date of Termination. For the purpose of this Agreement, the\nterm 'Date of Termination' means (i) in the case of a termination for which a\nNotice of Termination is required, the date of receipt of such Notice of\nTermination or, if later, the date specified therein, as the case may be, and\n(ii) in all other cases, the actual date on which the Executive's employment \nterminates during the Employment Period.\n\n               7. Obligations of the Company upon Termination. (a) Death or\nDisability. If the Executive's employment is terminated during the Employment\nPeriod by reason of the Executive's death or Disability, this Agreement shall\nterminate without further obligations to the Executive or the Executive's legal\nrepresentatives under this Agreement other than those obligations accrued\nhereunder at the Date of Termination, and the Company shall pay to the Executive\n(or her beneficiary or estate), at the times determined below (i) the\nExecutive's full Base Salary through the Date of Termination (the 'Earned\nSalary'), (ii) any vested amounts or benefits owing to the Executive under or in\naccordance with the terms and conditions of the otherwise applicable employee\nbenefit plans and programs of the Company and its Affiliates, including any\ncompensation\n\n\n                                       9\n\n\npreviously deferred by the Executive (together with any accrued earnings\nthereon) and not yet paid by the Company and any accrued vacation pay not yet\npaid by the Company or an Affiliate (the 'Accrued Obligations'), and (iii) any\nother benefits payable due to the Executive's death or Disability under the\nplans, policies or programs of the Company and its Affiliates (the 'Additional\nBenefits').\n\n               Any Earned Salary shall be paid in cash in a single lump sum as\nsoon as practicable, but in no event more than 30 days (or at such earlier date\nrequired by law), following the Date of Termination. Accrued Obligations and\nAdditional Benefits shall be paid in accordance with the terms of the applicable\nplan, program or arrangement.\n\n               (b) Cause and Voluntary Termination. If, during the Employment\nPeriod, the Executive's employment shall be terminated for Cause or voluntarily\nterminated by the Executive (other than on account of Good Reason), the Company\nshall pay the Executive (i) the Earned Salary in cash in a single lump sum as\nsoon as practicable, but in no event more than 30 days, following the Date of\nTermination, and (ii) the Accrued Obligations in accordance with the terms of\nthe applicable plan, program or arrangement.\n\n               (c) Termination by the Company other than for Cause and\nTermination by the Executive for Good Reason.\n\n                (i) Lump Sum Payments. If (x) the Company terminates the\n        Executive's employment other than for Cause during the Employment Period\n        or (y) the Executive terminates her employment at any time during the\n        Employment Period for Good Reason, the Company shall pay to the\n        Executive, at the times determined below, the following amounts:\n\n                  (A)   the Executive's Earned Salary;\n\n                  (B)   a cash amount (the 'Severance Amount') equal to three\n                        times the sum of\n\n                        (1)   the Executive's annual rate of Base Salary as then\n                              in effect;\n\n                        (2)   the average of the annual bonuses payable to the\n                              Executive under the Annual Variable Incentive Plan\n                              (or any successor plan thereto) or any other\n                              annual incentive plan maintained by an Affiliate\n                              in which the Executive participated for each of\n                              the three fiscal years of the Company or, if\n                              applicable, such Affiliate (or, if less, the\n                              number of prior fiscal years\n\n\n                                    10\n\n\n                              during which Executive was an employee of the\n                              Company or an Affiliate) ended immediately prior\n                              to the Effective Date for which an annual bonus\n                              amount had been determined by the Board (or, if\n                              applicable, the administrator of any plan\n                              maintained by such Affiliate) prior to the\n                              Effective Date. If the Executive was employed with\n                              the Company, an Affiliate or the Company and one\n                              or more Affiliates for only a portion of any\n                              fiscal year included in the period for which the\n                              average referred to in the immediately preceding\n                              sentence is determined and the aggregate annual\n                              bonus payable by all such entities for such fiscal\n                              year took into account such partial period of\n                              employment, such bonus for such fiscal year shall\n                              be annualized for purposes of calculating such\n                              average; and\n\n                       (3)    the average of the long-term incentive\n                              compensation amounts payable to the Executive by\n                              the Company or any Affiliate with respect to each\n                              of the last three performance periods (or, if the\n                              Executive participated in the long-term\n                              compensation program in respect to a lesser number\n                              of such performance periods, such lesser number)\n                              ended prior to the Effective Date for which the\n                              amount payable had been determined by the Board or\n                              any committee thereof (or, if applicable, the\n                              administrator of any plan maintained by such\n                              Affiliate) prior to the Effective Date; provided,\n                              however, that, the amount determined under this\n                              subclause (3) shall be reduced (but not below\n                              zero) by the 'Determined Value' (as defined below)\n                              of any vested stock options, restricted stock or\n                              similar equity-based award relating to the\n                              Company's common equity on the earlier to occur of\n                              the Executive's Date of Termination or the date on\n                              which a Change of Control occurs. For purposes of\n                              this Agreement, Determined Value shall mean the\n                              excess of the 'Equity Value' over the price, if\n                              any, payable by the Executive in respect of such\n                              stock option or other award and Equity Value shall\n                              be determined to be (x) in the case of a Change of\n                              Control occurring by reason of a merger,\n                              recapitalization or similar transaction or as a\n                              result of a tender offer, the value received by\n                              the Company's equity holders in such transaction\n                              or the price paid in such tender offer (with the\n                              value of any non-cash consideration to be\n                              determined in\n\n\n                                       11\n\n\n                              good faith by the Compensation Committee of the\n                              Board as constituted immediately prior to the\n                              Effective Date) and (y) in the case of any other\n                              Change of Control or where the date as of which\n                              such Determined Value is measured is the\n                              Executive's Date of Termination, the average of\n                              the high and low reported sales prices of such\n                              equity on the principal securities market on which\n                              such equity is traded on the relevant date; and\n\n               (C)     the Accrued Obligations.\n\n        The Earned Salary and Severance Amount shall be paid in cash in a single\n        lump sum as soon as practicable, but in no event more than 30 days (or\n        at such earlier date required by law), following the Date of\n        Termination. Accrued Obligations shall be paid in accordance with the\n        terms of the applicable plan, program or arrangement.\n\n               (ii) Continuation of Benefits. The Executive (and, to the extent\n        applicable, her dependents) shall be entitled, after the Date of\n        Termination until the third anniversary of the Date of Termination (the\n        'End Date'), to continue participation in all of the employee and\n        executive plan providing medical, dental and long-term disability\n        benefits maintained by the Company or an Affiliate in which the\n        Executive had been participating prior to her Date of Termination\n        (collectively, the 'Continuing Benefit Plans'); provided, however, that\n        the participation by the Executive (and, to the extent applicable, his\n        dependents) in any Continuing Benefit Plan shall cease on the date, if\n        any, prior to the End Date on which the Executive becomes eligible for\n        comparable benefits under a similar plan, policy or program of a\n        subsequent employer ('Prior Date'). The Executive's participation in\n        the Continuing Benefit Plans will be on the same terms and conditions\n        that would have applied had the Executive continued to be employed by\n        the Company through the End Date or the Prior Date. To the extent any\n        such benefits cannot be provided under the terms of the applicable plan,\n        policy or program, the Company shall provide a comparable benefit under\n        another plan or from the Company's general assets.\n\n               (iii) Termination of Employment Within Three Years of Normal\n        Retirement Date. Notwithstanding anything else to the contrary contained\n        in this Section 7(c), if the Executive's employment with the Company\n        terminates at any time during the three year period ending on the\n        Executive's normal retirement date, as determined in accordance with the\n        Company's policies then in effect for the Company's senior executives\n        (the 'Normal Retirement Date'), and the Executive\n\n\n                                       12\n\n\n        would be entitled to receive severance benefits under this Section 7(c),\n        then (i) the multiplier in Section 7(c)(i) shall not be three, but shall\n        be a number equal to three times (x\/1095), where x equals the number of\n        days remaining until the Executive's Normal Retirement Date, and (ii)\n        the End Date described in Section 7(c)(ii) shall not be the third\n        anniversary of the Date of Termination, but shall be the Executive's\n        Normal Retirement Date.\n\n               (d) Discharge of the Company's Obligations. Except as expressly\nprovided in the last sentence of this Section 7(d) hereof, the amounts payable\nto the Executive pursuant to this Section 7 (whether or not reduced pursuant to\nSection 7(e) hereof) following termination of her employment shall be in full\nand complete satisfaction of the Executive's rights under this Agreement and any\nother claims she may have in respect of her employment by the Company or any of\nits Affiliates. Such amounts shall constitute liquidated damages with respect to\nany and all such rights and claims and, upon the Executive's receipt of such\namounts, the Company shall be released and discharged from any and all liability\nto the Executive in connection with this Agreement or otherwise in connection\nwith the Executive's employment with the Company and its Affiliates.\n\n               (e) Limit on Payments by the Company.\n\n               (i) Application of Section 7(e) Hereof. In the event that any\n        amount or benefit paid or distributed to the Executive pursuant to this\n        Agreement, taken together with any amounts or benefits otherwise paid or\n        distributed to the Executive by the Company or any Affiliate\n        (collectively, the 'Covered Payments'), would be an 'excess parachute\n        payment' as defined in Section 280G of the Internal Revenue Code of\n        1986, as amended (the 'Code'), and would thereby subject the Executive\n        to the tax (the 'Excise Tax') imposed under Section 4999 of the Code (or\n        any similar tax that may hereafter be imposed), the provisions of this\n        Section 7(e) shall apply to determine the amounts payable to Executive\n        pursuant to this Agreement.\n\n               (ii) Calculation of Benefits. Promptly after delivery of any\n        Notice of Termination, the Company shall notify the Executive of the\n        aggregate present value of all termination benefits to which she would\n        be entitled under this Agreement and any other plan, program or\n        arrangement as of the projected Date of Termination, together with the\n        projected maximum payments, determined as of such projected Date of\n        Termination that could be paid without the Executive being subject to\n        the Excise Tax.\n\n                (iii) Imposition of Payment Cap. If the aggregate value of all\n        compensation payments or benefits to be paid or provided to the\n        Executive under\n\n\n                                       13\n\n\n        this Agreement and any other plan, agreement or arrangement with the\n        Company or an Affiliate exceeds the amount which can be paid to the\n        Executive without the Executive incurring an Excise Tax, then the\n        amounts payable to the Executive under this Section 7 shall be reduced\n        (but not below zero) to the maximum amount which may be paid hereunder\n        without the Executive becoming subject to such an Excise Tax (such\n        reduced payments to be referred to as the 'Payment Cap'). In the event\n        that Executive receives reduced payments and benefits hereunder,\n        Executive shall have the right to designate which of the payments and\n        benefits otherwise provided for in this Agreement that he will receive\n        in connection with the application of the Payment Cap.\n\n                (iv) Application of Section 280G. For purposes of determining\n        whether any of the Covered Payments will be subject to the Excise Tax\n        and the amount of such Excise Tax,\n\n                (A)     such Covered Payments will be treated as 'parachute\n                        payments' within the meaning of Section 280G of the\n                        Code, and all 'parachute payments' in excess of the\n                        'base amount' (as defined under Section 280G(b)(3) of\n                        the Code) shall be treated as subject to the Excise Tax,\n                        unless, and except to the extent that, in the good faith\n                        judgment of the Company's independent certified public\n                        accountants appointed prior to the Effective Date or tax\n                        counsel selected by such Accountants (the\n                        'Accountants'), the Company has a reasonable basis to\n                        conclude that such Covered Payments (in whole or in\n                        part) either do not constitute 'parachute payments' or\n                        represent reasonable compensation for personal services\n                        actually rendered (within the meaning of Section\n                        280G(b)(4)(B) of the Code) in excess of the portion of\n                        the 'base amount allocable to such Covered Payments,' or\n                        such 'parachute payments' are otherwise not subject to\n                        such Excise Tax, and\n\n                (B)     the value of any non-cash benefits or any deferred\n                        payment or benefit shall be determined by the\n                        Accountants in accordance with the principles of Section\n                        280G of the Code.\n\n               (v) Adjustments in Respect of the Payment Cap. If the Executive\n        receives reduced payments and benefits under this Section 7(e) (or this\n        Section 7(e) is determined not to be applicable to the Executive because\n        the Accountants conclude that Executive is not subject to any Excise\n        Tax) and it is established pursuant to a final determination of a court\n        or an Internal Revenue Service proceeding (a 'Final Determination')\n        that, notwithstanding the good faith of the\n\n\n                                       14\n\n\n        Executive and the Company in applying the terms of this Agreement, the\n        aggregate 'parachute payments' within the meaning of Section 280G of the\n        Code paid to the Executive or for her benefit are in an amount that\n        would result in the Executive being subject an Excise Tax, then the\n        amount equal to such excess parachute payments shall be deemed for all\n        purposes to be a loan to the Executive made on the date of receipt of\n        such excess payments, which the Executive shall have an obligation to\n        repay to the Company on demand, together with interest on such amount at\n        the applicable Federal rate (as defined in Section 1274(d) of the Code)\n        from the date of the payment hereunder to the date of repayment by the\n        Executive. If this Section 7(e) is not applied to reduce the Executive's\n        entitlements under this Section 7 because the Accountants determine that\n        the Executive would not receive a greater net-after tax benefit by\n        applying this Section 7(e) and it is established pursuant to a Final\n        Determination that, notwithstanding the good faith of the Executive and\n        the Company in applying the terms of this Agreement, the Executive would\n        have received a greater net after tax benefit by subjecting her payments\n        and benefits hereunder to the Payment Cap, then the aggregate 'parachute\n        payments' paid to the Executive or for his benefit in excess of the\n        Payment Cap shall be deemed for all purposes a loan to the Executive\n        made on the date of receipt of such excess payments, which the Executive\n        shall have an obligation to repay to the Company on demand, together\n        with interest on such amount at the applicable Federal rate (as defined\n        in Section 1274(d) of the Code) from the date of the payment hereunder\n        to the date of repayment by the Executive. If the Executive receives\n        reduced payments and benefits by reason of this Section 7(e) and it is\n        established pursuant to a Final Determination that the Executive could\n        have received a greater amount without exceeding the Payment Cap, then\n        the Company shall promptly thereafter pay the Executive the aggregate\n        additional amount which could have been paid without exceeding the\n        Payment Cap, together with interest on such amount at the applicable\n        Federal rate (as defined in Section 1274(d) of the Code) from the\n        original payment due date to the date of actual payment by the Company.\n\n               (f) Notwithstanding anything else in this Section 7 to the\ncontrary, nothing in this Section 7 shall be construed to release the Company\nfrom (or to otherwise waive or modify) the Company's obligation to indemnify the\nExecutive pursuant to Section 5(g) hereof\n\n               8. Non-exclusivity of Rights. Except as expressly provided\nherein, nothing in this Agreement shall prevent or limit the Executive's\ncontinuing or future participation in any benefit, bonus, incentive or other\nplan or program provided by the Company or any Affiliate and for which the\nExecutive may qualify, nor shall anything herein limit or otherwise prejudice\nsuch rights as the Executive may have under any other\n\n\n                                       15\n\n\nagreements with the Company or any Affiliate, including employment agreements or\nstock option agreements. Amounts which are vested benefits or which the\nExecutive is otherwise entitled to receive under any plan or program of the\nCompany or any Affiliate at or subsequent to the Date of Termination shall be\npayable in accordance with such plan or program.\n\n               9. No Offset. The Company's obligation to make the payments\nprovided for in this Agreement and otherwise to perform its obligations\nhereunder shall not be diminished or otherwise affected by any circumstances,\nincluding, but not limited to, any set-off, counterclaim, recoupment, defense or\nother right which the Company may have against the Executive or others whether\nby reason of the subsequent employment of the Executive or otherwise.\n\n               10. Legal Fees and Expenses. If the Executive asserts any claim\nin any contest (whether initiated by the Executive or by the Company) as to the\nvalidity, enforceability or interpretation of any provision of this Agreement,\nthe Company shall pay the Executive's legal expenses (or cause such expenses to\nbe paid) including, but not limited to, her reasonable attorney's fees, on a\nquarterly basis, upon presentation of proof of such expenses in a form\nacceptable to the Company, provided that the Executive shall reimburse the\nCompany for such amounts, plus simple interest thereon at the 90-day United\nStates Treasury Bill rate as in effect from time to time, compounded annually,\nif the Executive shall not prevail, in whole or in part, as to at least one\nmaterial issue as to the validity, enforceability or interpretation of any\nprovision of this Agreement.\n\n               11. Company Property. The Agreement to Protect Corporate Property\npreviously executed by the Executive is incorporated herein and made a part\nhereof. The Executive hereby reaffirms her commitments under such agreement, and\nagain agrees to be bound by each of the covenants contained therein for the\nbenefit of the Company in consideration of the benefits made available to her\nhereby.\n\n               12. Successors. (a) This Agreement is personal to the Executive\nand, without the prior written consent of the Company, shall not be assignable\nby the Executive otherwise than by will or the laws of descent and distribution.\nThis Agreement shall inure to the benefit of and be enforceable by the\nExecutive's legal representatives.\n\n               (b) This Agreement shall inure to the benefit of and be binding\nupon the Company and its successors. The Company shall require any successor to\nall or substantially all of the business and\/or assets of the Company, whether\ndirect or indirect, by purchase, merger, consolidation, acquisition of stock, or\notherwise, expressly to assume and agree to perform this Agreement in the same\nmanner and to the same extent as the Company would be required to perform if no\nsuch succession had taken place.\n\n\n                                       16\n\n\nWithout limiting the generality of the foregoing, if prior to the occurrence of\na Change of Control, the Company is a party to a merger, recapitalization,\ndemutualization, restructuring, reorganization or similar transaction, as a\nresult of which the Company becomes a subsidiary of any entity that was a\nsubsidiary of the Company immediately prior to such transaction, from and after\nthe date of such transaction the term Company as used in the definition of\nChange of Control and Potential Change of Control (but not as used in any other\nSection hereof, unless required to effect the intent that a Potential Change of\nControl or a Change of Control in respect of such entity shall cause the\nEffective Date of this Agreement to occur) shall refer to both the Company and\nsuch entity.\n\n               13. Miscellaneous. (a) Applicable Law. This Agreement shall be\ngoverned by and construed in accordance with the laws of the State of New York,\napplied without reference to principles of conflict of laws.\n\n               (b) Arbitration. Except to the extent provided in Section 11(c)\nhereof, any dispute or controversy arising under or in connection with this\nAgreement shall be resolved by binding arbitration. The arbitration shall be\nheld in New York City and except to the extent inconsistent with this Agreement,\nshall be conducted in accordance with the Expedited Employment Arbitration Rules\nof the American Arbitration Association then in effect at the time of the\narbitration (or such other rules as the parties may agree to in writing), and\notherwise in accordance with principles which would be applied by a court of law\nor equity. The arbitrator shall be acceptable to both the Company and the\nExecutive. If the parties cannot agree on an acceptable arbitrator, the dispute\nshall be heard by a panel of three arbitrators, one appointed by each of the\nparties and the third appointed by the other two arbitrators.\n\n               (c) Amendments. This Agreement may not be amended or modified\notherwise than by a written agreement executed by the parties hereto or their\nrespective successors and legal representatives.\n\n               (d) Entire Agreement. This Agreement constitutes the entire\nagreement between the parties hereto with respect to the matters referred to\nherein. No other agreement relating to the terms of the Executive's employment\nby the Company, oral or otherwise, shall be binding between the parties unless\nit is in writing and signed by the party against whom enforcement is sought.\nThere are no promises, representations, inducements or statements between the\nparties other than those that are expressly contained herein. The Executive\nacknowledges that she is entering into this Agreement of her own free will and\naccord, and with no duress, that she has read this Agreement and that she\nunderstands it and its legal consequences.\n\n\n                                       17\n\n\n               (e) Notices. All notices and other communications hereunder shall\nbe in writing and shall be given by hand-delivery to the other party or by\nregistered or certified mail, return receipt requested, postage prepaid,\naddressed as follows:\n\n        If to the Executive:        at the home address of the Executive noted\n                                    on the records of the Company\n\n        If to the Company:          Metropolitan Life Insurance Company\n                                    One Madison Avenue\n                                    New York, New York 10010\n                                    Att.: Secretary\n\nor to such other address as either party shall have furnished to the other in\nwriting in accordance herewith. Notice and communications shall be effective\nwhen actually received by the addressee.\n\n               (f) Tax Withholding. The Company shall withhold from any amounts\npayable under this Agreement such Federal, state or local taxes as shall be\nrequired to be withheld pursuant to any applicable law or regulation.\n\n               (g) Severability; Reformation. In the event that one or more of\nthe provisions of this Agreement shall become invalid, illegal or unenforceable\nin any respect, the validity, legality and enforceability of the remaining\nprovisions contained herein shall not be affected thereby.\n\n               (h) Waiver. Waiver by any party hereto of any breach or default\nby the other party of any of the terms of this Agreement shall not operate as a\nwaiver of any other breach or default, whether similar to or different from the\nbreach or default waived. No waiver of any provision of this Agreement shall be\nimplied from any course of dealing between the parties hereto or from any\nfailure by either party hereto to assert its or her rights hereunder on any\noccasion or series of occasions.\n\n               (i) Counterparts. This Agreement may be executed in counterparts,\neach of which shall be deemed an original but all of which together shall\nconstitute one and the same instrument.\n\n               (j) Captions. The captions of this Agreement are not part of the\nprovisions hereof and shall have no force or effect.\n\n               IN WITNESS WHEREOF, the Executive has hereunto set her hand and\nthe Company has caused this Amended and Restated Agreement to be executed in its\n\n\n                                       18\n\nname on its behalf, and its corporate seal to be hereunto affixed and attested\nby its Secretary, all as of March __, 2000.\n\n                              METROPOLITAN LIFE  INSURANCE COMPANY\n\n                              \/s\/ Lisa M. Weber\n                              -------------------------------\n                              By: ___________________________\n                              Title: Executive Vice President\n\nWITNESSED:\n\n\/s\/ Traci Bigles\n--------------------\n\n\n\n\n                              EXECUTIVE:\n\n                              \/s\/ Catherine A. Rein\n                              -------------------------\n\nWITNESSED:\n\n\/s\/ Carol A. Christy\n--------------------\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8205],"corporate_contracts_industries":[9445],"corporate_contracts_types":[9539,9544],"class_list":["post-39747","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-metlife-inc","corporate_contracts_industries-insurance__life","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39747","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39747"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39747"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39747"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39747"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}