{"id":39748,"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-property-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-continuation-agreement-metropolitan-property-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-continuation-agreement-metropolitan-property-and.html","title":{"rendered":"Employment Continuation Agreement &#8211; Metropolitan Property and Casualty Insurance Co. and Catherine A. Rein"},"content":{"rendered":"<pre>\n\n\n\n\n\n\n                                CATHERINE A. REIN\n\n\n\n\n\n                        EMPLOYMENT CONTINUATION AGREEMENT\n\n\n\n\n\n\n\n                                  MARCH 3, 2000\n\n\n\n\n\n\n              METROPOLITAN PROPERTY AND CASUALTY INSURANCE COMPANY\n\n                        EMPLOYMENT CONTINUATION AGREEMENT\n\n\n                  THIS AGREEMENT between METROPOLITAN PROPERTY AND CASUALTY\nINSURANCE COMPANY, a Rhode Island corporation (the 'Company'), and Catherine A.\nRein (the 'Executive'), dated as of this 3rd day of March, 2000.\n\n\n                              W I T N E S S E T H :\n\n\n                  WHEREAS, Executive has assumed a critical position with the\nCompany;\n\n                  WHEREAS, the Company believes that, in the event that either\nit or its parent corporation, Metropolitan Life Insurance Company ('MetLife'),\nis confronted with a situation that could result in a change in ownership or\ncontrol of the Company or MetLife, continuity of management at the Company will\nbe essential to the ability of the Company or MetLife, as the case may be, to\nevaluate and respond to such situation;\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, the Company desires to assure itself of the\nExecutive's services during the period in which it or MetLife is confronting\nsuch a situation, and to provide the Executive certain financial assurances to\nenable the Executive to perform the responsibilities of her position without\nundue distraction;\n\n                  WHEREAS, to achieve these objectives, the Company and the\nExecutive desire to enter into an agreement providing the Company and the\nExecutive with certain rights and obligations upon the occurrence of a MetLife\nChange of Control, a Potential MetLife Change of Control or a Company Change of\nControl (as each such term is defined in Section 2 hereof);\n\n                  NOW, THEREFORE, in consideration of the premises and mutual\ncovenants herein contained, it is hereby agreed by and between the Company and\nthe Executive as follows:\n\n                  1. Operation of Agreement. (a) Term. The initial term of this\nAgreement shall commence on the date hereof and continue until the third\nanniversary of the date hereof. Thereafter, this Agreement will automatically\nrenew for successive and consecutive additional three year periods following the\nend of its initial term and any extended term, unless the Company or the\nExecutive gives the other party written notice\n\nat least 180 days prior to the date the term hereof would otherwise renew that\nit or she does not want the term to be so extended; provided, however, that, the\nCompany may not deliver a notice of nonrenewal after (i) a Potential MetLife\nChange of Control (as is defined in Section 2(b) hereof) unless the Board of\nDirectors of MetLife (the 'MetLife Board') has adopted a Nullification\nResolution (as defined in Section 2(b) hereof) with respect to such Potential\nMetLife Change of Control, (ii) a MetLife Change of Control (as defined in\nSection 2(a) hereof) or (iii) a Company Change of Control (as defined in Section\n2(e) hereof). Notwithstanding anything to the contrary in this Agreement, the\nterm of this Agreement shall in all events expire (regardless of when the term\nwould otherwise have expired) on the second anniversary of the earlier to occur\nof a MetLife Change of Control or a Company 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 MetLife Change of Control,\na MetLife Change of Control or a Company Change of Control occurs (the\n'Effective Date') and ending on the date the term of this Agreement otherwise\nexpires, provided that if the Executive is not employed by the Company on the\nEffective Date, this Agreement shall be void and without effect. If this\nAgreement is rendered void and without effect under the immediately preceding\nsentence, nothing in this Section 1(b) shall be construed to limit or otherwise\nimpair the effectiveness of any agreement between the Executive and MetLife\nwhich provides the Executive with comparable benefits and employment protection.\n\n                  2. Definitions. (a) MetLife Change of Control. For the\npurposes of this Agreement, a 'MetLife Change of Control' shall be deemed to\nhave 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 MetLife representing 25% or more of the combined Voting\n         Power (as defined below) of MetLife's securities;\n\n                  (ii) within any 24-month period, the persons who were members\n         of the MetLife Board at the beginning of such period (the 'Incumbent\n         Directors') shall cease to constitute at least a majority of the\n         MetLife Board or the board of directors of any successor to MetLife\n         provided, however, that any director elected to the MetLife Board, or\n         nominated for election, by a majority of the Incumbent Directors then\n         still in office shall be deemed to be an Incumbent Director for\n         purposes of this subclause 2(a)(ii);\n\n                                       2\n\n                  (iii) the policyholders of the MetLife, if at the time in\n         question MetLife is a mutual life insurance company, approve a merger,\n         consolidation, division, sale or other disposition of all or\n         substantially all of the assets of MetLife (a 'Mutual Event');\n         provided, however, that a Mutual Event shall not be treated as a\n         MetLife Change of Control for purposes of this Agreement if (x) MetLife\n         is the surviving company in any such merger or other transaction and\n         (y) pursuant to the terms of the agreement governing the transaction\n         constituting the Mutual Event, the persons who were members of the\n         MetLife Board immediately prior to such Mutual Event constitute at\n         least 75% of the members of the MetLife Board immediately following the\n         consummation of such Mutual Event; or\n\n                  (iv) the stockholders of MetLife, if at the time in question\n         MetLife 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 MetLife (a 'Corporate Event'), and immediately\n         following the consummation of which the stockholders of MetLife\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 MetLife immediately prior to such Corporate\n         Event; or\n\n                  (v) any other event occurs which the MetLife Board declares to\n         be a MetLife Change of Control.\n\nNotwithstanding the foregoing, a MetLife Change of Control shall not be deemed\nto have occurred merely as a result of (i) the conversion of MetLife from a\nmutual life insurance company to a stock company whose shareholders are either\n(x) primarily persons who were policyholders of MetLife immediately prior to\nsuch transaction and\/or a trust holding the shares of MetLife for the benefit of\nsuch policyholders or (y) another corporation the shares of which are held\nprimarily by the persons and\/or trust described in subclause (x); (ii) MetLife\nbecoming a direct or indirect subsidiary of a mutual holding company whose\nmembers are primarily persons who were policyholders of MetLife immediately\nprior to such transaction or (iii) an underwritten offering of the equity\nsecurities of MetLife where no Person (including any group (within the meaning\nof Rule 13d-5(b) under the Exchange Act)) acquires more than 25% of the\nbeneficial ownership interests in such securities.\n\n                  (b) Potential MetLife Change of Control. For the purposes of\nthis Agreement, a Potential MetLife Change of Control shall be deemed to have\noccurred if:\n\n                                       3\n\n                  (i) a Person commences a tender offer, with adequate\n         financing, which, if consummated, would result in such Person being the\n         'beneficial ownership' (within the meaning of Rule 13d-3 under the\n         Exchange Act), directly or indirectly, of securities of MetLife\n         representing 10% or more of the combined Voting Power of MetLife's\n         securities;\n\n                  (ii) MetLife enters into an agreement the consummation of\n         which would constitute a MetLife Change of Control;\n\n                  (iii) any person (including any group (within the meaning of\n         Rule 13d- 5(b) under the Exchange Act)) other than MetLife attempts,\n         directly or indirectly, to replace more than 25% of the members of the\n         MetLife Board; provided, however, that any action taken in support of a\n         nominee approved by a majority of the members of the MetLife Board then\n         in office shall not be given any effect in determining whether a\n         Potential MetLife Change of 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         MetLife Board; or\n\n                  (v) any other event occurs which the MetLife Board declares to\n         be a Potential MetLife Change of Control.\n\nNotwithstanding the foregoing, if, after a Potential MetLife Change of Control\nand before a MetLife Change of Control, the MetLife Board makes a good faith\ndetermination that such Potential MetLife Change of Control will not result in a\nMetLife Change of Control, the MetLife Board may nullify the effect of the\nPotential MetLife Change of Control (a 'Nullification') by resolution (a\n'Nullification Resolution'), in which case the Executive shall have no further\nrights and obligations under this Agreement by reason of such Potential MetLife\nChange of Control; provided, however, that if the Executive shall have delivered\na Notice of Termination (within the meaning of Section 6(f) hereof) prior to the\ndate of the Nullification Resolution, such Resolution shall not effect the\nExecutive's rights hereunder. If a Nullification Resolution has been adopted and\nthe Executive has not delivered a Notice of Termination prior thereto, the\nEffective Date for purposes of this Agreement shall be the date, if any, during\nthe term hereof on which another Potential MetLife Change of Control or any\nactual MetLife Change of Control occurs.\n\n                  (c) Voting Power. A specified percentage of 'Voting Power' of\na company 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                                       4\n\n                  (d) Affiliate. An 'Affiliate' shall mean any corporation,\npartnership, limited liability company, trust or other entity which, at the\nrelevant time, directly, or indirectly through one or more intermediaries,\ncontrols, or is controlled by, the Company.\n\n                  (e) Company Change of Control. A 'Company Change of Control'\nshall mean any transaction or the last in a series of transactions (other than\nany public offering of any class of capital stock of the Company or any\ndistribution of shares of such capital stock to MetLife's shareholders or, if\nthe MetLife stock is held in trust, to the beneficial owners of such trust)\nimmediately following which MetLife or an affiliate of MetLife does not,\ndirectly or indirectly, own or control securities representing at least 50% of\nthe Voting Power of the Company or 50% of the value of all classes of the\nCompany's capital stock.\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\nthe Employment Period, the Executive's position (including titles), authority\nand responsibilities shall be at least commensurate with those held, exercised\nand assigned immediately prior to the Effective Date. It is understood that, for\npurposes of this Agreement, such position, authority and responsibilities shall\nnot be regarded as not commensurate merely by virtue of the fact that a\nsuccessor shall have acquired all or substantially all of the business and\/or\nassets of the Company as contemplated by Section 12(b) hereof. The Executive's\nservices shall be performed at the location where the Executive was employed\nimmediately preceding the Effective Date or at any other office or location not\nmore than 35 miles from such pre-Effective Date location. Notwithstanding the\nforegoing, a transfer of the Executive's employment from the Company to MetLife\nshall not constitute a reduction in duties or responsibilities so long as the\nposition held with MetLife provides the Executive with duties, authority and\nresponsibilities at least comparable to those she last held as an officer of\nMetLife and the Executive's title with MetLife is at least commensurate with the\ntitles held at such time by officers of MetLife performing duties and\nresponsibilities at a comparable level.\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 and 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\n\n                                       5\n\nperformance of such responsibilities, and (ii) periods of vacation and sick\nleave to which she is entitled. It is expressly understood and agreed that the\nExecutive's continuing to serve on any boards and committees on which she is\nserving or with which she is otherwise associated immediately preceding the\nEffective Date shall not be deemed to interfere with the performance of the\nExecutive's services to the Company and its Affiliates.\n\n                  5. Compensation. (a) Base Salary. During the Employment\nPeriod, the Executive shall receive a base salary at a monthly rate at least\nequal to the aggregate monthly salary paid to the Executive by the Company and\nany Affiliates immediately prior to the Effective Date. The base salary shall be\nreviewed at least once each year after the Effective Date, and may be increased\n(but not decreased) at any time and from time to time by action of the Board of\nDirectors of the Company (the 'Company Board') or any committee thereof or any\nindividual having authority to take such action in accordance with the\nCompany's regular practices. The Executive's base salary, as it may be increased\nfrom time to time, shall hereafter be referred to as the 'Base Salary'. Neither\nthe Base Salary nor any increase in the Base Salary after the Effective Date\nshall serve to limit or reduce any other obligation of the Company 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                  (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\n\n                                       6\n\nof the Company and any Affiliate at the level made available from time to time\nto other similarly situated officers.\n\n                  (e) Expenses. During the Employment Period, the Executive\nshall be entitled to receive prompt reimbursement for all reasonable expenses\nincurred by the Executive in accordance with the policies and procedures of the\nCompany as in effect from time to time with respect to expenses incurred by\nother similarly situated officers.\n\n                  (f) Vacation and Fringe Benefits. During the Employment\nPeriod, the Executive shall be entitled to paid vacation and fringe benefits at\na level that is commensurate with the paid vacation and fringe benefits\navailable from time to time to other similarly situated officers of the Company\nand MetLife.\n\n                  (g) Indemnification. During and after the Employment Period,\nthe Company shall indemnify the Executive and hold the Executive harmless from\nand against judgments, fines, amounts paid in settlement and reasonable\nexpenses, including attorneys' fees, on the same terms and conditions applicable\nfrom time to time with respect to the indemnification of its other senior\nofficers of comparable rank.\n\n                  (h) Office and Support Staff. The Executive shall be entitled\nto an office with furnishings and other appointments, and to secretarial and\nother assistance, at a level that is at least commensurate with the foregoing\nprovided to other similarly situated officers.\n\n                  6. Termination. (a) Death, Disability or Retirement. Subject\nto the provisions of Section 1 hereof, this Agreement shall terminate\nautomatically upon the Executive's death, termination due to 'Disability' (as\ndefined below) or voluntary retirement under any retirement plan maintained by\nthe Company or an Affiliate, as in effect from time to time. For purposes of\nthis Agreement, 'Disability' shall mean the Executive's inability to perform the\nduties of her position, as determined in accordance with the policies and\nprocedures applicable with respect to the Company's long-term disability plan,\nas in effect immediately prior to the Effective Date; provided, however, that\nthe Executive's employment may not be terminated for Disability hereunder unless\nthe Executive has requested that she be considered for, and has qualified to\nreceive, 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 retirement\nplan maintained by the Company or an Affiliate, as in effect from time to time),\nupon not less than 60 days' written notice to the Company, provided that any\ntermination by the Executive pursuant\n\n                                       7\n\nto Section 6(d) hereof on account of Good Reason (as defined therein) shall not\nbe treated as a voluntary termination under this Section 6(b).\n\n                  (c) Cause. The Company may terminate the Executive's\nemployment for Cause. For purposes of this Agreement, 'Cause' means (i) the\nExecutive's conviction or plea of nolo contendere to a felony; (ii) an act of\ndishonesty or gross misconduct on the Executive's part which results or is\nintended to result in material damage to the Company's business or reputation;\nor (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\n         for travel reasonably required in the performance of the Executive's\n         responsibilities; or\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 MetLife Change of Control or a\nCompany Change of Control, absent any further impact on the Executive, be deemed\nto 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)\n\n                                       8\n\nin the case of a termination for Cause, within 10 business days of the Company's\nhaving actual knowledge of the events giving rise to such termination or (ii) in\nthe case of a termination for Good Reason, within 120 days of the Executive's\nhaving actual knowledge of the events giving rise to such termination. Any such\nNotice of Termination shall (i) indicate the specific termination provision in\nthis Agreement relied upon, (ii) set forth in reasonable detail the facts and\ncircumstances claimed to provide a basis for termination of the Executive's\nemployment under the provision so indicated, and (iii) if the termination date\nis other than the date of receipt of such notice, specify the termination date\nof this Agreement (which date shall be not more than 15 days after the giving of\nsuch notice). The failure by the Executive to set forth in the Notice of\nTermination any fact or circumstance which contributes to a showing of Good\nReason shall not waive any right of the Executive hereunder or preclude the\nExecutive from asserting such fact or circumstance in enforcing her rights\nhereunder.\n\n                  (f) Date of Termination. For the purpose of this Agreement,\nthe term 'Date of Termination' means (i) in the case of a termination for which\na Notice 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 any otherwise applicable employee\nbenefit plans and programs maintained by the Company or any Affiliate, including\nany compensation previously deferred by the Executive (together with any accrued\nearnings thereon) and not yet paid by the Company and any accrued vacation pay\nnot yet paid by the Company or an Affiliate (the 'Accrued Obligations'), and\n(iii) any other benefits payable due to the Executive's death or Disability\nunder the plans, policies or programs maintained by the Company or any Affiliate\n(the 'Additional Benefits').\n\n                  Any Earned Salary shall be paid in cash in a single lump sum\nas soon as practicable, but in no event more than 30 days (or at such earlier\ndate required by law), following the Date of Termination. Accrued Obligations\nand Additional Benefits shall be paid in accordance with the terms of the\napplicable plan, program or arrangement.\n\n                                       9\n\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\n         Period or (y) the Executive terminates her employment at any time\n         during the Employment Period for Good Reason, the Company shall pay to\n         the 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\n                                    as then in effect;\n\n                           (2)      the average of the annual bonuses payable to\n                                    the Executive under the Annual Variable\n                                    Incentive Plan (or any successor plan\n                                    thereto) or any other annual incentive\n                                    compensation plan maintained by an Affiliate\n                                    in which the Executive participated for the\n                                    each of the three fiscal years of the\n                                    Company or, if applicable, such Affiliate\n                                    (or, if less, the number of prior fiscal\n                                    years during which Executive was an employee\n                                    of the Company or an Affiliate) ended\n                                    immediately prior to the Effective Date for\n                                    which an annual bonus amount had been\n                                    determined, as applicable, by the MetLife\n                                    Board or Company Board or any committee\n                                    thereof (or, if applicable, the\n                                    administrator of any plan maintained by an\n                                    Affiliate) prior to the Effective Date. If\n                                    the Executive was employed with the Company,\n                                    an Affiliate or the Company and one or more\n                                    Affiliate for only a portion of any fiscal\n                                    year included in the period for which the\n                                    average referred to in the immediately\n                                    preceding sentence is determined and the\n                                    aggregate annual bonus\n\n\n\n\n\n                                       10\n\n                                    payable by all such entities for such fiscal\n                                    year took into account such partial period\n                                    of employment, such bonus for such fiscal\n                                    year shall be annualized for purposes of\n                                    calculating such average; and\n\n                           (3)      the average of the long-term incentive\n                                    compensation amounts payable to the\n                                    Executive by the Company or any Affiliate\n                                    with respect to each of the last three\n                                    performance periods (or, if the Executive\n                                    participated in the long-term compensation\n                                    program in respect to a lesser number of\n                                    such performance periods, such lesser\n                                    number) ended prior to the Effective Date\n                                    for which the amount payable had been\n                                    determined, as applicable, by the MetLife\n                                    Board or the Company Board or any committee\n                                    of either such Board (or, if applicable, the\n                                    administrator of any plan maintained by such\n                                    Affiliate) prior to the Effective Date;\n                                    provided, however, that, the amount\n                                    determined under this subclause (3) shall be\n                                    reduced (but not below zero) by the\n                                    'Determined Value' (as defined below) of any\n                                    vested stock options, restricted stock or\n                                    similar equity-based award relating to the\n                                    common equity of MetLife on the earlier to\n                                    occur of the Executive's Date of Termination\n                                    or the date on which a MetLife Change of\n                                    Control or a Company Change of Control\n                                    occurs. For purposes of this Agreement,\n                                    Determined Value shall mean the excess of\n                                    the 'Equity Value' over the price, if any,\n                                    payable by the Executive in respect of such\n                                    stock option or other award and Equity Value\n                                    shall be determined to be (x) in the case of\n                                    a MetLife Change of Control occurring by\n                                    reason of a merger, recapitalization or\n                                    similar transaction or as a result of a\n                                    tender offer, the value received by\n                                    MetLife's equity holders in such transaction\n                                    or the price paid in such tender offer (with\n                                    the value of any non-cash consideration to\n                                    be determined in good faith by the\n                                    Compensation Committee of the MetLife Board\n                                    as constituted immediately prior to the\n                                    Effective Date) and (y) in the case of any\n                                    other MetLife Change of Control, any Company\n                                    Change of Control or where the date as of\n                                    which such Determined Value is measured is\n                                    the Executive's Date of Termination, the\n                                    average of the high and low reported sales\n                                    prices of such equity on the principal\n                                    securities market on which such equity is\n                                    traded on the relevant date; and\n\n\n\n\n\n\n                                       11\n\n                  (C) the Accrued Obligations.\n\n         The Earned Salary and Severance Amount shall be paid in cash in a\n         single lump sum as soon as practicable, but in no event more than 30\n         days (or 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\n         extent 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 plans providing medical, dental and long-term disability\n         benefits maintained by the Company or an Affiliate (collectively, the\n         'Continuing Benefit Plans'); provided, however, that the participation\n         by the Executive (and, to the extent applicable, his dependents) in any\n         Continuing Benefit Plan shall cease on the date, if any, prior to the\n         End Date on which the Executive becomes eligible for comparable\n         benefits under a similar plan, policy or program of a subsequent\n         employer ('Prior Date'). The Executive's participation in the\n         Continuing Benefit Plans will be on the same terms and conditions that\n         would have applied had the Executive continued to be employed by the\n         Company through the End Date or the Prior Date. To the extent any such\n         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\n         contained in this Section 7(c), if the Executive's employment with the\n         Company terminates at any time during the three year period ending on\n         the Executive's normal retirement date, as determined in accordance\n         with the Company's policies then in effect for the Company's senior\n         executives (the 'Normal Retirement Date'), and the Executive would be\n         entitled to receive severance benefits under this Section 7(c), then\n         (i) the multiplier in Section 7(c)(i) shall not be three, but shall be\n         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\nexpressly provided in the last sentence of this Section 7(d) hereof, the\namounts payable to the Executive pursuant to this Section 7 (whether or not\nreduced pursuant to Section 7(e) hereof) following termination of her employment\nshall be in full and complete\n\n\n\n\n\n\n\n                                       12\n\nsatisfaction of the Executive's rights under this Agreement and any other claims\nshe may have in respect of her employment by the Company or any of its\nAffiliates. Such amounts shall constitute liquidated damages with respect to any\nand 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\n         or 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\n         (or any similar tax that may hereafter be imposed), the provisions of\n         this Section 7(e) shall apply to determine the amounts payable to\n         Executive 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 this Agreement and any other plan, agreement or\n         arrangement with the Company or an Affiliate exceeds the amount which\n         can be paid to the Executive without the Executive incurring an Excise\n         Tax, then the amounts payable to the Executive under this Section 7\n         shall be reduced (but not below zero) to the maximum amount which may\n         be paid hereunder without the Executive becoming subject to such an\n         Excise Tax (such reduced payments to be referred to as the 'Payment\n         Cap'). In the event that Executive receives reduced payments and\n         benefits hereunder, Executive shall have the right to designate which\n         of the payments and benefits otherwise provided for in this Agreement\n         that he will receive in connection with the application of the Payment\n         Cap.\n\n\n\n\n\n\n\n                                       13\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\n                           Tax, unless, and except to the extent that, in the\n                           good faith judgment of the Company's independent\n                           certified public accountants (or, if the Company does\n                           not have its own accounting firm, MetLife's\n                           independent certified public accountant) appointed\n                           prior to the Effective Date or tax counsel selected\n                           by such Accountants (the 'Accountants'), the Company\n                           has a reasonable basis to conclude that such Covered\n                           Payments (in whole or in part) either do not\n                           constitute 'parachute payments' or represent\n                           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\n                           of the 'base amount allocable to such Covered\n                           Payments,' or such 'parachute payments' are otherwise\n                           not subject to 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\n                           Section 280G of the Code.\n\n                  (v) Adjustments in Respect of the Payment Cap. If the\n         Executive receives reduced payments and benefits under this Section\n         7(e) (or this Section 7(e) is determined not to be applicable to the\n         Executive because the Accountants conclude that Executive is not\n         subject to any Excise Tax) and it is established pursuant to a final\n         determination of a court or an Internal Revenue Service proceeding (a\n         'Final Determination') that, notwithstanding the good faith of the\n         Executive and the Company in applying the terms of this Agreement, the\n         aggregate 'parachute payments' within the meaning of Section 280G of\n         the 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\n         at the applicable Federal rate (as defined in Section 1274(d) of the\n         Code) from the date of the payment hereunder to the date of repayment\n         by the Executive. If this Section 7(e) is not applied to reduce the\n         Executive's\n\n\n\n\n                                       14\n\n         entitlements under this Section 7 because the Accountants determine\n         that 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\n         would have received a greater net after tax benefit by subjecting her\n         payments and benefits hereunder to the Payment Cap, then the aggregate\n         'parachute payments' paid to the Executive or for his benefit in excess\n         of the Payment Cap shall be deemed for all purposes a loan to the\n         Executive made on the date of receipt of such excess payments, which\n         the Executive shall have an obligation to repay to the Company on\n         demand, together with interest on such amount at the applicable Federal\n         rate (as defined in Section 1274(d) of the Code) from the date of the\n         payment hereunder to the date of repayment by the Executive. If the\n         Executive receives reduced payments and benefits by reason of this\n         Section 7(e) and it is established pursuant to a Final Determination\n         that the Executive could have received a greater amount without\n         exceeding the Payment Cap, then the Company shall promptly thereafter\n         pay the Executive the aggregate additional amount which could have been\n         paid without exceeding the Payment Cap, together with interest on such\n         amount at the applicable Federal rate (as defined in Section 1274(d) of\n         the Code) from the original payment due date to the date of actual\n         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 agreements with the\nCompany or any Affiliate, including employment agreements or stock option\nagreements. Amounts which are vested benefits or which the Executive is\notherwise entitled to receive under any plan or program of the Company or any\nAffiliate at or subsequent to the Date of Termination shall be payable in\naccordance 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\n\n\n\n\n\n\n\n                                       15\n   17\nhave against the Executive or others whether by reason of the subsequent\nemployment of the Executive or otherwise.\n\n                  10. Legal Fees and Expenses. If the Executive asserts any\nclaim in any contest (whether initiated by the Executive or by the Company) as\nto the validity, enforceability or interpretation of any provision of this\nAgreement, the Company shall pay the Executive's legal expenses (or cause such\nexpenses to be paid) including, but not limited to, her reasonable attorney's\nfees, on a quarterly basis, upon presentation of proof of such expenses in a\nform acceptable 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\nProperty previously executed by the Executive in favor of MetLife is\nincorporated herein and made a part hereof. The Executive hereby reaffirms her\ncommitments under such agreement, and again agrees to be bound by each of the\ncovenants contained therein for the benefit of the Company in consideration of\nthe benefits made available to her hereby.\n\n                  12. Successors. (a) This Agreement is personal to the\nExecutive and, without the prior written consent of the Company, shall not be\nassignable by the Executive otherwise than by will or the laws of descent and\ndistribution. This Agreement shall inure to the benefit of and be enforceable by\nthe Executive's legal representatives.\n\n                  (b) This Agreement shall inure to the benefit of and be\nbinding upon the Company and its successors. The Company shall require any\nsuccessor to all or substantially all of the business and\/or assets of the\nCompany, whether direct or indirect, by purchase, merger, consolidation,\nacquisition of stock, or otherwise, expressly to assume and agree to perform\nthis Agreement in the same manner and to the same extent as the Company would be\nrequired to perform if no such succession had taken place.\n\n                  (c) MetLife Successor. If prior to the occurrence of a MetLife\nChange of Control, MetLife is a party to a merger, recapitalization,\ndemutualization, restructuring, reorganization or similar transaction, as a\nresult of which MetLife becomes a subsidiary of any entity that was a subsidiary\nof MetLife immediately prior to such transaction, from and after the date of\nsuch transaction the term MetLife as used in the definition of MetLife Change of\nControl and Potential MetLife Change of Control (but not as used in any other\nSection hereof, unless required to effect the intent that a Potential MetLife\nChange of Control or a MetLife Change of Control shall cause the Effective Date\nof this Agreement to occur) shall refer to such entity.\n\n\n\n\n\n\n                                       16\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\n11(c) hereof, any dispute or controversy arising under or in connection with\nthis Agreement shall be resolved by binding arbitration. The arbitration shall\nbe held in New York City and except to the extent inconsistent with this\nAgreement, shall be conducted in accordance with the Expedited Employment\nArbitration Rules of the American Arbitration Association then in effect at the\ntime of the arbitration (or such other rules as the parties may agree to in\nwriting), and otherwise in accordance with principles which would be applied by\na court of law or equity. The arbitrator shall be acceptable to both the Company\nand the Executive. If the parties cannot agree on an acceptable arbitrator, the\ndispute shall be heard by a panel of three arbitrators, one appointed by each of\nthe parties 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                  (e) Notices. All notices and other communications hereunder\nshall be 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 Property and Casualty\n                                 Insurance Company\n                                 700 Quaker Lane\n                                 Warwick, R.I. 02887\n\n\n\n\n\n\n                                       17\n\n         with a copy to:         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\namounts payable under this Agreement such Federal, state or local taxes as shall\nbe required to be withheld pursuant to any applicable law or regulation.\n\n                  (g) Severability; Reformation. In the event that one or more\nof the provisions of this Agreement shall become invalid, illegal or\nunenforceable in any respect, the validity, legality and enforceability of the\nremaining provisions contained herein shall not be affected thereby.\n\n                  (h) Waiver. Waiver by any party hereto of any breach or\ndefault by the other party of any of the terms of this Agreement shall not\noperate as a waiver of any other breach or default, whether similar to or\ndifferent from the breach or default waived. No waiver of any provision of this\nAgreement shall be implied from any course of dealing between the parties hereto\nor from any failure by either party hereto to assert its or her rights hereunder\non any occasion or series of occasions.\n\n                  (i) Counterparts. This Agreement may be executed in\ncounterparts, each of which shall be deemed an original but all of which\ntogether shall constitute one and the same instrument.\n\n\n\n\n\n\n                                       18\n\n                  (j) Captions. The captions of this Agreement are not part of\nthe provisions hereof and shall have no force or effect.\n\n                  IN WITNESS WHEREOF, the Executive has hereunto set her hand\nand the Company has caused this Agreement to be executed in its name on its\nbehalf, and its corporate seal to be hereunto affixed and attested by its\nSecretary, all as of the day and year first above written.\n\n                            METROPOLITAN PROPERTY AND\n                            CASUALTY INSURANCE COMPANY\n\n                            \/s\/ John S. Lombardo\n                            By: John S. Lombardo\n                            Title: Sr. Vice President\n\nWITNESSED:\n\n\/s\/ Richard W. Berstein\n\n\n\n\n                            EXECUTIVE:\n\n\n                            \/s\/ Catherine A. Rein\n\nWITNESSED:\n\n\/s\/ Richard W. Berstein\n\n\n\n\n\n\n\n\n                                       19\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":[9539,9551],"class_list":["post-39748","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__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39748","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=39748"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39748"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39748"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39748"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}