{"id":39854,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/executive-employment-agreement-new-england-life-insurance-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-employment-agreement-new-england-life-insurance-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-employment-agreement-new-england-life-insurance-co.html","title":{"rendered":"Executive Employment Agreement &#8211; New England Life Insurance Co. and James M. Benson"},"content":{"rendered":"<pre>\n                         EXECUTIVE EMPLOYMENT AGREEMENT\n\n     This EXECUTIVE EMPLOYMENT AGREEMENT (this \"Agreement\") is entered into and\nmade effective as of the 16th day of June, 1997 (the \"Effective Date\"), by and\nbetween New England Life Insurance Company (the \"Company\") and James M. Benson\n(the \"Executive\").\n\n     The Company desires to engage the services of the Executive as its\nPresident and Chief Operating Officer, and the Executive desires to accept such\nengagement, on the terms and subject to the conditions hereinafter set forth.\n\n     In consideration of the mutual promises, terms, provisions and conditions\nset forth in this Agreement and for other good and valuable consideration, the\nreceipt and sufficiency of which is hereby acknowledged, the parties hereby\nagree as follows:\n\n     1. Employment. Subject to the terms and conditions set forth in this\nAgreement, the Company hereby employs the Executive and the Executive hereby\naccepts employment by the Company.\n\n     2. Term. Subject to earlier termination as hereinafter provided, the\nExecutive's employment hereunder shall be for a term of three (3) years,\ncommencing on the Effective Date. This Agreement may be extended or renewed only\nby written agreement of the Executive and an expressly authorized representative\nof the Board of Directors of the Company (the \"Board\").\n\n     3. Capacity and Performance.\n\n         a. During the term hereof, the Executive shall initially serve the\nCompany as its President and Chief Operating Officer and thereafter, within\neighteen (18) months of the Effective Date, shall be appointed Chief Executive\nOfficer of the Company. As President and Chief Operating Officer, the Executive\nwill report to the Company's Chief Executive Officer. Thereafter, as Chief\nExecutive Officer of the Company, the Executive will report to the Board of\nDirectors of the Company and to the President and Chief Operating Officer (or an\nofficer of higher status) of Metropolitan Life Insurance Company of New York.\n\n         b. As President, Chief Operating Officer and, thereafter, as Chief\nExecutive Officer of the Company, the Executive shall perform such assignments\nand have such duties and authorities as are appropriate to his position(s), and\nshall perform such assignments and have such other related duties as may\nreasonably be assigned, delegated, designated or modified from time to time by\nthose to whom he reports and by the Board or its Chairman. The Executive's\nduties shall include, without limitation, overall operational responsibility for\nall Company business, including the oversight of sales, marketing, promotion,\nstrategic planning and development for the Company's business; provided,\n\n   2\n\nhowever, it is understood and agreed that, during the Executive's employment as\nChief Operating Officer, Robert A. Shafto shall retain responsibility for the\nCompany's Full Financial Services Firm and Electronic Commerce Projects.\n\n         c. The Executive shall be recommended for appointment to the Company's\nBoard as soon as may be practicable, but in no event later than the next\nscheduled meeting of the Board.\n\n         d. During the term hereof, the Executive shall devote his full business\ntime and his best efforts, business judgment, skill and knowledge exclusively to\nthe advancement of the business and interests of the Company and its Affiliates\nand to the discharge of his duties and responsibilities hereunder, except that\nthe Executive may devote a reasonable amount of time to charitable endeavors and\nto personal affairs and, subject to the approval of the Board, may serve on the\nboards of directors of other corporations, trade associations or charitable\norganizations, to the extent that such exceptions do not interfere with the\nExecutive's responsibilities to the Company and its Affiliates. The Executive\nshall not engage in any other business activity during the term hereof, except\nas may be approved in advance by the Board. As used in this Agreement,\n\"Affiliates\" means all persons and entities directly or indirectly controlling,\ncontrolled by or under common control with the Company, where control may be by\nmanagement authority, equity interest or otherwise.\n\n     4. Compensation and Benefits. As compensation for all services performed by\nthe Executive under and during the term hereof and subject to performance of the\nExecutive's duties and of the obligations of the Executive to the Company and\nits Affiliates:\n\n         a. Base Salary. During the term hereof, the Company shall pay the\nExecutive a base salary (the \"Base Salary\") at the rate of not less than Five\nHundred Thousand Dollars ($500,000) per annum, payable in accordance with the\nCompany's regular payroll practices, such Base Salary to be increased in an\namount determined by the Board in its discretion upon the Executive's\nappointment as Chief Executive Officer.\n\n         b. Signing Bonus. Within thirty (30) days following the Effective Date,\nthe Executive will receive from the Company a one-time signing bonus of Three\nHundred Thousand Dollars ($300,000).\n\n         c. Bonus Compensation. During the term hereof, the Executive shall be\nentitled to participate in the Company's short-term incentive compensation plan\nand long-term incentive compensation plan, each as in effect from time to time.\nExcept as otherwise expressly provided herein, the Executive's participation in\nthe Company's short-term and long-term incentive compensation plans shall be\nsubject to (A) the terms of the applicable plan documents, (B) generally\napplicable policies of the Company, and (C) the discretion of the Board or any\ncommittee of the Board provided for in or contemplated by such plans. The\nExecutive understands and agrees that the Company may amend, replace or\nterminate any or\n\n\n                                      -2-\n\n\n\n\n\n   3\n\nall of its incentive compensation plans from time to time in the sole discretion\nof the Board and that nothing contained herein shall obligate the Company to\ncontinue any such plan or any term thereof; provided, however, that amendment,\nreplacement or termination of one or all of the plans shall not affect the\nExecutive's right to receive not less than the guaranteed minimum bonuses set\nforth below during his employment under this Agreement. The Executive shall be\nentitled to receive, for the plan year in which termination of his employment\noccurs, a bonus under any incentive compensation plan in which he is then a\nparticipant, pro-rated to the date of termination and calculated as if his\ntarget bonus under that plan had been met, provided that termination occurs\npursuant to Section 6.a., Section 6.b, Section 6.d or 6.f hereof.\n\n     It is agreed that the Executive's target bonus under the short-term\nincentive plan shall be equal to the target bonus of the Company's Chief\nExecutive Officer (the \"CEO\") under that plan, expressed as a percentage of base\nsalary, and that, for purposes of the Executive's participation in the\nshort-term incentive plan in calendar year 1997, the Executive shall be treated\nas if he had been employed by the Company as of January 1,1997. Provided that he\nis employed hereunder at the time the 1997 short-term incentive compensation\nbonus is payable to executives of the Company generally, the Executive shall be\nguaranteed a minimum short-term incentive bonus of Three Hundred Thousand\nDollars ($300,000) for calendar year 1997, payable in 1998; provided, however,\nthat in the event the Executive's short-term bonus compensation, calculated in\naccordance with the terms of the Company's short-term incentive compensation\nplan, exceeds his guaranteed minimum short-term incentive bonus hereunder for\ncalendar year 1997, the Executive shall be entitled to the higher short-term\nincentive bonus for that year.\n\n     It is agreed that the Executive's target bonus under the Company's\nlong-term incentive plan, (i) shall be one-third of the CEO's target bonus for\nthe three-year performance cycle of 1995, 1996 and 1997, expressed as a\npercentage of base salary; (ii) shall be two-thirds of the CEO's target bonus\nfor the three-year performance cycle of 1996, 1997 and 1998, expressed as a\npercentage of base salary; and (iii) shall be equal to the CEO's target bonus\nfor the three-year performance cycle of 1997, 1998 and 1999, expressed as a\npercentage of base salary. Provided that he is employed hereunder on the last\nday of the performance cycle for the following long-term incentive compensation\nbonuses, the Executive shall be guaranteed a minimum long-term incentive bonus\nof Three Hundred Thousand Dollars ($300,000) for the three-year performance\ncycle of 1995, 1996 and 1997, payable in 1998, and a minimum bonus of Four\nHundred Thousand Dollars ($400,000) for the three-year performance cycle of\n1996, 1997 and 1998, payable in 1999; provided, however, in the event the\nExecutive's long-term bonus compensation, calculated in accordance with the\nterms of the Company's long-term incentive plan, exceeds his guaranteed minimum\nbonus payable in 1998 and\/or 1999, the Executive shall be entitled to the higher\nlong-term incentive bonus for such year(s).\n\n\n\n\n\n\n\n\n                                       -3-\n\n\n\n\n   4\n\n         d. Employee Benefits.\n\n               i.   Retirement Plans. During the term hereof, the Executive\n                    shall participate in The New England Retirement Plan &amp; Trust, an ERISA-qualified pension plan, The New England\n                    Profit Sharing Plan and The New England Profit Sharing Plan\n                    and Trust (the Company's 401(k) savings and profit-sharing\n                    plan), as well as The New England Supplemental Retirement\n                    Plan, The New England Select Employees Supplemental\n                    Retirement Plan, The New England Select Employees\n                    Supplemental Profit Sharing Plan and Home Office\n                    Non-Qualified Elective Deferral Plan (nonqualified\n                    supplemental executive retirement plans), all as may be in\n                    effect from time to time. Such participation shall be\n                    subject to (A) the terms of the applicable plan documents,\n                    (B) generally applicable policies of the Company, and (C)\n                    the discretion of the plan administrators provided for in or\n                    contemplated by such plan(s).\n\n               ii.  Individual Retirement Arrangement. In addition to any\n                    entitlements the Executive may otherwise have under the\n                    Company's qualified and non-qualified retirement plans\n                    described in subsection i directly above, the Company\n                    guarantees the Executive an enhanced pension benefit of Four\n                    Hundred Thousand Dollars ($400,000) per annum, payable as a\n                    twenty (20) year continuous and certain annuity starting at\n                    age 62, subject to the vesting requirements set forth\n                    herein. During the term hereof, the Executive shall vest in\n                    this non-qualified benefit at the rate of Ten Percent (10%)\n                    per annum. In the event the Company terminates the\n                    Executive's employment in accordance with Section 6.d hereof\n                    or the Executive terminates his employment for \"Good Reason\"\n                    in accordance with Section 6.f hereof, the Executive's\n                    vesting in the enhanced pension benefit will be\n                    retroactively accelerated at the rate of an additional Ten\n                    Percent (10%) per year of service. In the event of a final\n                    partial year of service, the Executive shall be vested for\n                    such year on a pro-rated basis to the date of termination.\n                    Notwithstanding expiration of the term of this Agreement,\n                    this Section 4.d.ii shall continue in effect throughout the\n                    Executive's employment with the Company.\n\n               iii. Health and Welfare Plans. During the term hereof and subject\n                    to any contribution therefor generally required of employees\n                    of the Company, the Executive shall be entitled to\n                    participate in any and\n\n\n\n\n                                       -4-\n\n\n\n\n\n   5\n\n\n                    all employee benefit plans from time to time in effect for\n                    employees of the Company generally, except to the extent\n                    such plans are in a category of benefit (such as severance\n                    pay) otherwise provided to the Executive hereunder.\n                    Participation in such plans (including without limitation\n                    any post-retirement medical, dental or life insurance plan)\n                    shall be subject to (1) the terms of the applicable plan\n                    documents, (2) generally applicable Company policies and (3)\n                    the discretion of the plan administrators provided for in or\n                    contemplated by such plan. The Company may alter, modify,\n                    add to or delete its employee benefit plans and its\n                    retirement plans set forth in subsection i hereof at any\n                    time as it, in its sole discretion, determines to be\n                    appropriate, without recourse by the Executive.\n\n               iv.  Vacation and Leave. The Executive will be entitled to five\n                    (5) weeks of paid vacation per calendar year, to be taken at\n                    such times and at such intervals as shall be determined by\n                    the Executive, subject to the reasonable business needs of\n                    the Company. In addition, the Executive shall be entitled to\n                    sick leave and paid holidays, consistent with the terms of\n                    applicable Company policies, as in effect from time to time.\n\n               v.   Relocation. The Executive is expected to relocate from\n                    Connecticut to Massachusetts promptly following the\n                    Effective Date. In that connection, the Company will\n                    reimburse the Executive his reasonable relocation expenses\n                    in accordance with the Company's policy, subject to such\n                    substantiation and documentation as the Company may\n                    reasonably require. The Company will also give consideration\n                    to any additional reasonable relocation expenses which are\n                    unique to the Executive's circumstances.\n\n               vi.  Business Expenses. Subject to such policies regarding\n                    expenses and expense reimbursement as may be adopted from\n                    time to time by the Company and compliance therewith by the\n                    Executive, the Company shall pay or reimburse the Executive\n                    for all reasonable business expenses incurred or paid by the\n                    Executive in the performance of his duties and\n                    responsibilities hereunder, subject to any maximum annual\n                    limit and other restrictions on such expenses as may be set\n                    by the Board and further subject to such reasonable\n                    substantiation and documentation as may be specified by the\n                    Company from time to time.\n\n\n                                       -5-\n\n\n   6\n\n     5. Indemnification. The Company shall indemnify and hold the Executive\nharmless, to the maximum extent permitted by applicable law, from and against\nany claim, loss or cause of action arising from or out of the Executive's\nperformance as an officer, director or employee of the Company or any of its\nAffiliates or in any other capacity, including serving as a fiduciary, in which\nthe Executive serves at the request of, or for the benefit of, the Company.\nDuring the term of this Agreement and for six years thereafter (or, if less,\nthroughout the period of any applicable statute of limitations), the Company\nshall maintain directors and officers liability insurance which shall cover the\nExecutive, unless the Board shall determine that such insurance cannot be\nmaintained at commercially reasonable rates.\n\n     6. Termination of Employment and Severance Payments. Notwithstanding\nanything to the contrary contained in this Agreement, the Executive's employment\nhereunder shall terminate during the term of this Agreement under the following\ncircumstances:\n\n         a. Death. In the event of the Executive's death during the term hereof,\nthe Executive's employment shall immediately and automatically terminate. In\nsuch event, the Company shall pay to the Executive's designated beneficiary or,\nif no beneficiary has been designated by the Executive, to his estate: (i) any\nearned and unpaid Base Salary, prorated through the date of the Executive's\ndeath; (ii) bonus compensation to which the Executive is entitled in accordance\nwith Section 4.c hereof, prorated to the date of the Executive's death; (iii)\nreimbursement in accordance with Section 4.d.v for any business expenses for\nwhich the Executive has not yet been reimbursed and (iv) if the Executive's\neligible dependents elect continuation of their participation under the\nCompany's group medical and\/or dental plan under the federal law known as\n\"COBRA\", the Company will pay the frill premium cost of such participation for a\nperiod of twelve (12) months following the date of the Executive's death or\nuntil the dependent ceases to be eligible for participation under COBRA,\nwhichever is less.\n\n          b. Disability.\n\n               i.   The Company may terminate the Executive's employment\n                    hereunder, upon notice to the Executive, in the event that\n                    the Executive becomes disabled during his employment through\n                    any illness, injury, accident or condition of either a\n                    physical or psychological nature and, as a result, is unable\n                    to perform substantially all of his duties and\n                    responsibilities hereunder for one hundred and eighty (180)\n                    days during any period of three hundred and sixty-five (365)\n                    consecutive calendar days. In such event, the Company shall\n                    pay the Executive the following: (a) any earned and unpaid\n                    Base Salary, prorated through the date of termination; (b)\n                    bonus compensation to which the Executive is entitled in\n                    accordance with Section 4.c hereof, prorated to the\n\n\n\n                                       -6-\n\n\n   7\n\n\n                    date of termination; (c) reimbursement in accordance with\n                    Section 4.d.v. for any business expenses for which the\n                    Executive has not yet been reimbursed; and (d) if the\n                    Executive and\/or his eligible dependents elect continuation\n                    of their participation under the Company's group medical\n                    and\/or dental plan under COBRA, the Company will pay the\n                    full premium cost of such participation for a period of\n                    twelve (12) months following the date of termination of the\n                    Executive's employment or until the Executive or the\n                    dependent ceases to be eligible for participation under\n                    COBRA, whichever is less.\n\n               ii.  The Board may designate another employee to act in the\n                    Executive's place during any period of the Executive's\n                    disability. Notwithstanding any such designation, the\n                    Executive shall continue to receive the Base Salary in\n                    accordance with Section 4.a hereof and shall continue to\n                    participate in the Company's benefit plans in accordance\n                    with Section 4.d hereof to the extent permitted by the\n                    then-current terms of the applicable benefit plans, until\n                    the Executive becomes eligible for disability income\n                    benefits under any disability plan provided to the Executive\n                    by the Company or until the termination of his employment,\n                    whichever shall first occur.\n\n               iii. If any question shall arise as to whether during any period\n                    the Executive is disabled through any illness, injury,\n                    accident or condition of either a physical or psychological\n                    nature so as to be unable to perform substantially all of\n                    his duties and responsibilities hereunder, the Executive\n                    may, and at the request of the Company shall, submit to a\n                    medical examination by a physician selected by the Company\n                    to whom the Executive or his duly appointed guardian, if\n                    any, has no reasonable objection to determine whether the\n                    Executive is so disabled, and such determination shall for\n                    purposes of this Agreement be conclusive of the issue. If\n                    such question shall arise and the Executive shall fail to\n                    submit to such a medical examination, the Company's\n                    determination of the issue shall be binding on the\n                    Executive.\n\n         c. By the Company for Cause. The Company may terminate the Executive's\nemployment hereunder for Cause at any time upon notice to the Executive setting\nforth in reasonable detail the nature of such Cause. The following, as\ndetermined by the Board in its reasonable judgment, shall constitute Cause for\ntermination:\n\n\n\n\n                                       -7-\n\n\n   8\n\n\n\n                    willful gross neglect in the performance of the Executive's\n                    duties and responsibilities to the Company and its\n                    Affiliates as described in Section 3 hereof (other than a\n                    failure resulting from disability); or\n\n               ii.  the engaging of the Executive in the misappropriation of\n                    funds, properties or assets of the Company of any of its\n                    Affiliates, intentional tort(s), fraud or other material\n                    dishonesty with respect to the Company or any of its\n                    Affiliates, or other willful gross misconduct that is\n                    reasonably likely to be materially harmful to the business,\n                    interests or reputation of the Company or any of its\n                    Affiliates; or\n\n               iii. the Executive's conviction of a crime constituting a felony,\n                    including the entry of a plea of guilty or no contest by the\n                    Executive to a charge of a crime constituting a felony; or\n\n               iv.  material breach by the Executive of any of the restrictive\n                    covenants contained in Section 8 or 9 hereof.\n\nUpon the giving of notice of termination of the Executive's employment hereunder\nfor Cause, the Company shall have no further obligation or liability to the\nExecutive nor to his beneficiary or estate, other than for Base Salary earned\nand unpaid to the date of termination and reimbursement in accordance with\nSection 4.d.v for any business expenses for which the Executive has not yet been\nreimbursed.\n\n         d. By the Company Other Than for Cause. The Company may terminate the\nExecutive's employment hereunder other than for Cause at any time upon notice to\nthe Executive. In the event of such termination, then, within forty-five (45)\ndays following the effective date of the Executive's termination, the Company\nshall pay the Executive a single lump sum amount equal to the sum of two years'\nBase Salary at the rate in effect on the date of termination plus two times the\nExecutive's target bonus under the Company's short-term incentive compensation\nplan; provided, however, that the Company's obligations to make payments\nhereunder are conditioned on the Executive's execution of a general release in\nfavor of the Company in such form as the Company shall specify. In addition to\nthe foregoing, the Company shall pay the Executive any Base Salary earned and\nunpaid, prorated through the date of termination and any bonus compensation to\nwhich the Executive is entitled in accordance with Section 4.c hereof, prorated\nto the date of termination and shall reimburse the Executive in accordance with\nSection 4.d.v. for any business expenses for which the Executive has not yet\nbeen reimbursed.\n\n         e. By the Executive for Other Than Good Reason. The Executive may\nterminate his employment hereunder at any time upon three (3) months' notice to\nthe\n\n\n                                       -8-\n\n\n   9\n\nCompany. In the event of termination by the Executive pursuant to this Section\n6.e, the Board may elect to waive the period of notice, or any portion thereof,\nand, if the Board so elects, the Company will pay the Executive the Base Salary\nfor the notice period (or for any remaining portion of that period). Upon\ntermination of the Executive's employment pursuant to this Section 6.e, the\nCompany shall have no further obligation or liability to the Executive nor to\nhis beneficiary or estate, other than for Base Salary earned and unpaid,\nprorated to the date of termination, and reimbursement in accordance with\nSection 4.d.v. for any business expenses for which the Executive has not yet\nbeen reimbursed.\n\n         f. By the Executive for Good Reason. The Executive may terminate his\nemployment hereunder for Good Reason, provided that the Executive provides\nwritten notice to the Company, setting forth in reasonable detail the nature of\nsuch Good Reason, within sixty (60) days of the occurrence of the circumstances\ngiving rise to the Good Reason; the Company fails to cure within forty-five (45)\ndays following its receipt of such notice; and the Executive thereupon gives\nthirty (30) days' written notice of termination; provided further, however, that\nin the event of termination by the Executive for Good Reason in accordance with\nsubsection (iv) below, the Executive need only give thirty (30) days' notice of\ntermination, but must do so within sixty (60) days of the Change of Control. For\npurposes of this Section 6.f, \"Good Reason\" shall mean any act or omission\nidentified below to which the Executive does not consent and which does not\noccur in connection with the replacement of the Executive during any period of\ndisability or termination of the Executive's employment for Cause or disability,\nas provided in this Agreement. The following shall constitute \"Good Reason\" for\ntermination by the Executive:\n\n     (i) Any (A) failure to designate or redesignate the Executive as, or (B)\nremoval of the Executive from or failure to re-elect the Executive to, any of\nthe following positions:\n\n         (I) Chief Executive Officer of the Company (to occur within eighteen\nmonths of the Effective Date); or\n\n         (II) Member of the Board of Directors of the Company;\n\n     (ii) Any assignment to the Executive of any duties, functions, or\nresponsibilities, that\n\n         (I) is materially inconsistent with the Executive's positions described\nin Section 3 above, or\n\n         (II) requires the Executive to report to anyone other than the CEO, the\nCompany's Board, or the President and Chief Operating Officer (or higher level\nofficer) of Metropolitan Life Insurance Company of New York, or\n\n\n\n\n                                       -9-\n\n\n   10\n\n         (III) deprives the Executive of effective supervision and control over,\nand responsibility for, the strategic direction and general and active\nday-to-day leadership and management (including the structure and organization\nof such leadership and management) of the business and affairs of the Company,\nsubject to the direction and control of the Board; provided, however, that the\nsale or transfer of any of the Company's Affiliates, or of any or all of the\nassets of any of the Affiliates, shall not constitute \"Good Reason\" and provided\nfurther that any change or diminution in the business of the Company shall not\nconstitute Good Reason unless constituting a \"Change of Control\" in accordance\nwith subsection (iv) of this Section 6.f; or\n\n         (IV) substantially interferes with the Executive's ability to\nsubstantially perform the duties, functions or responsibilities, or exercise the\nauthority, of his positions as described in Section 3 above;\n\n     (iii) any substantial, objectively demonstrable failure by the Company to\nmaterially comply with the provisions of Section 4 above; or\n\n     (iv) a Change of Control, meaning the occurrence hereafter of one of the\nfollowing events: (I) any \"person,\" as such term is used in Sections 3(a)(9)\nand 13(d) of the Securities Exchange Act of 1934, as amended (the \"Act\"),\nbecomes a \"beneficial owner,\" as such term is used in Rule 13d-3 promulgated\nunder the Act, of twenty-five percent (25%) or more of the voting stock of the\nCompany; (II) the Company adopts any plan of liquidation providing for\ndistribution of all or substantially all of its assets; (III) all or\nsubstantially all of the assets or business of the Company is disposed of\npursuant to a merger, consolidation or other transaction (unless the\nshareholders of the Company immediately prior to such merger, consolidation or\nother transaction beneficially own, directly or indirectly, in substantially the\nsame proportion as they owned the voting stock of the Company, all of the voting\nstock or other ownership interests of the entity or entities, if any, that\nsucceed to the business of the Company); or (IV) the Company combines with\nanother company and is the surviving corporation but, immediately after the\ncombination, the shareholders of the Company immediately prior to the\ncombination hold, directly or indirectly, fifty percent (50%) or less of the\nvoting stock of the combined company (there being excluded from the number of\nshares held by such shareholders, but not from the voting stock of the combined\ncompany, any shares received by affiliates of such other company in exchange for\nstock of such other company).\n\n     In the event of a termination by the Executive in accordance with this\nSection 6.f, then, within forty-five (45) days following the effective date of\nthe Executive's termination, the Company shall pay the Executive a single lump\nsum amount equal to the sum of two years' Base Salary at the rate in effect on\nthe date of termination plus two times the Executive's target bonus under the\nCompany's short-term incentive compensation plan; provided, however, that the\nCompany's obligations to make payments hereunder are conditioned on the\n\n\n\n\n                                      -10-\n\n\n   11\n\nExecutive's execution of a general release in favor of the Company in such form\nas the Company shall specify. In addition to the foregoing, the Company shall\npay the Executive any Base Salary earned and unpaid, prorated through the date\nof termination and bonus compensation to which the Executive is entitled in\naccordance with Section 4.c hereof, prorated to the date of termination and\nshall reimburse the Executive in accordance with Section 4.d.v. for any business\nexpenses for which the Executive has not yet been reimbursed.\n\n         g. No Mitigation: No Offset. In the event of any termination of\nemployment, the Executive shall be under no obligation to seek other employment\nand there shall be no offset against amounts due him under this Agreement on\naccount of any remuneration attributable to any subsequent employment that he\nmay obtain.\n\n         h. Post-Agreement Employment. In the event the Executive remains in the\nemploy of the Company or any of its Affiliates following termination of this\nAgreement, by the expiration of the term or otherwise, then such employment\nshall be at will.\n\n     7. Effect of Termination.\n\n         a. In the event of termination of the Executive's employment hereunder,\npayment by the Company in accordance with the applicable provision of Section 6\nabove shall constitute the entire obligation of the Company to the Executive.\nExcept as otherwise expressly provided for in this Agreement, and except for any\nright that the Executive may have to continue participation in the Company's\ngroup medical and\/or dental plan at his cost under applicable law, the\nExecutive's participation in the Company's benefit plans shall terminate\npursuant to the terms of the applicable benefit plans based on the date of\ntermination of the Executive's employment, without regard to any continuation of\nBase Salary or other payment to the Executive following such date of\ntermination.\n\n         b. Notwithstanding the foregoing, in the event of termination of the\nExecutive's employment pursuant to Section 6.a, Section 6.b, Section 6.d or\nSection 6.f, the Executive and his spouse shall be entitled to post-retirement\nmedical coverage to the same extent that, and on the same terms as,\npost-retirement medical coverage is provided to executives of Metropolitan Life\nInsurance Company of New York and their spouses generally; provided, however,\nthat any length of service requirement for eligibility will be waived and\nprovided further that such coverage shall be secondary to coverage provided by\nany subsequent employer.\n\n         c. Provisions of this Agreement shall survive termination of this\nAgreement, by expiration of the term or otherwise, if so provided herein or if\nnecessary or desirable to accomplish the purposes of other surviving provisions,\nincluding without limitation the obligations of the Executive under Sections 8\nand 9 hereof. The obligation of the Company to make payments to or on behalf of\nthe Executive under Section 6 hereof is expressly conditioned upon the\nExecutive's continued full performance of his obligations under\n\n\n\n                                      -11-\n\n\n   12\n\nSections 8 and 9. The Executive recognizes that, except as expressly provided\nherein, no compensation is earned after termination of employment.\n\n     8. Confidential Information.\n\n         a. The Executive acknowledges that the Company and its Affiliates\ncontinually develop Confidential Information, that the Executive may develop\nConfidential Information for the Company and its Affiliates, and that the\nExecutive may learn of Confidential Information during the course of employment.\nThe Executive will comply with the policies and procedures of the Company for\nprotecting Confidential Information and shall never use or disclose to any\nperson, corporation or other entity (except as required by applicable law or for\nthe proper performance of his regular duties and responsibilities for the\nCompany and its Affiliates) any Confidential Information obtained by the\nExecutive incident to his employment or other association with the Company or\nany of its Affiliates. The Executive understands that this restriction shall\ncontinue to apply after his employment terminates, regardless of the reason for\nsuch termination. For purposes of this Agreement, \"Confidential Information\"\nmeans any and all information of the Company and its Affiliates or concerning\nthe business, clients or affairs of the Company or any of its Affiliates, that\nis not generally known by others with whom any of them compete or do business,\nor with whom any of them plan to compete or do business. Confidential\nInformation includes without limitation such information relating to (i) the\ndevelopment, research, testing, manufacturing, marketing, strategies, and\nfinancial activities of the Company and its Affiliates, (ii) the products and\nservices, present and in contemplation, of the Company and its Affiliates, (iii)\ninventions, processes, operations, administrative procedures, databases,\nprograms, systems, flow charts, software, firmware and equipment used in the\nbusiness of the Company or any of its Affiliates, (iv) customer lists and\ncustomer information of the Company and its Affiliates, (v) their costs,\nfinancial performance and strategic plans, (vi) the identity and special needs\nof those with whom the Company and its Affiliates do business and (vii) the\npeople and organizations with whom the Company and its Affiliates have business\nrelationships and the substance of those relationships. Confidential Information\nalso includes all information that the Company or any of its Affiliates has\nreceived belonging to others with any understanding, express or implied, that it\nwould not be disclosed.\n\n         b. All documents, records, tapes and other media of every kind and\ndescription relating to the business, present or otherwise, of the Company and\nits Affiliates and any copies, in whole or in part, thereof (the \"Documents\"),\nwhether or not prepared by the Executive, shall be the sole and exclusive\nproperty of the Company and its Affiliates; provided, however, the Executive\nshall be entitled to retain his personal notes, diaries, rolodexes,\ncorrespondence and other materials of a personal nature that do not contain\nConfidential Information. The Executive shall safeguard all Documents and shall\nsurrender to the Company at the time his employment terminates, or at such\nearlier time or times as the Board or its designee may specify, all Documents\nthen in the Executive's possession or control.\n\n\n\n                                      -12-\n\n\n   13\n\n     9. Restricted Activities. The Executive expressly recognizes that the\nemployees, general agents and agents of the Company and its Affiliates are\nimportant and critical aspects of their ability to operate profitably. The\nExecutive, therefore, further agrees that, while he is employed by the Company,\nother than in the course of performing his duties hereunder, and for a period of\none (1) year following termination of his employment for any reason, he will not\ndirectly or indirectly (i) hire or solicit for hiring any employee of the\nCompany or any of its Affiliates or seek to persuade any employee of the Company\nor any of its Affiliates to discontinue employment, (ii) hire or solicit for\nhiring any employee of any general agent of the Company or any of its\nAffiliates; or (iii) solicit or encourage any general agent or other independent\ncontractor providing services to the Company or any of its Affiliates to\nterminate or diminish its relationship with them.\n\n     10. Enforcement of Covenants. In signing this Agreement, the Executive\ngives the Company assurance that he has carefully read and considered all the\nterms and conditions of this Agreement, including the restraints imposed on him\nunder Sections 8 and 9 hereof. The Executive agrees without reservation that\nthese restraints are necessary for the reasonable and proper protection of the\nCompany and its Affiliates; that each and every one of the restraints is\nreasonable in respect to subject matter, length of time and geographic area; and\nthat these restraints will not prevent him from obtaining other suitable\nemployment during the Non-Competition Period. The Executive further agrees that,\nwere he to breach any of the covenants contained in Section 8 or 9 hereof, the\ndamage to the Company and its Affiliates would be irreparable. The Executive\ntherefore agrees that the Company, in addition to any other remedies available\nto it, shall be entitled to preliminary and permanent injunctive relief against\nany breach or threatened breach by the Executive of any of those covenants,\nwithout having to post bond, and that he will not take, and he will not permit\nanyone else to take on his behalf, any position in a court or any other forum\ninconsistent with any of his covenants relating to this Section 10. The\nExecutive and the Company further agree that, in the event that any provision of\nSection 8 or 9 is determined by any court of competent jurisdiction to be\nunenforceable by reason of its being extended over too great a time, too large a\ngeographic area or too great a range of activities, that provision shall be\ndeemed to be modified to permit its enforcement to the maximum extent permitted\nby law. It is also agreed that each of the Company's Affiliates shall have the\nright to enforce all of the Executive's obligations to that Affiliate under this\nAgreement, including without limitation pursuant to Sections 8 and 9 hereof.\n\n     11. Resolution of Disputes. Any dispute arising under or in connection with\nthis Agreement, other than a dispute arising under Section 8, 9 or 10 hereof,\nshall, at the election of the Executive or the Company, be resolved by binding\narbitration conducted in Boston, Massachusetts in accordance with the Commercial\nRules of the American Arbitration Association then in force and the laws of the\nCommonwealth of Massachusetts. Judgment upon the award rendered by the\narbitrator(s) may be enforced and executed upon in any court having jurisdiction\nover the party against whom enforcement of such award is sought.\n\n\n\n                                      -13-\n\n\n\n   14\n\nThe parties involved in the dispute shall divide equally the administrative\ncharges, arbitrator's fees and related expenses of the arbitration, but each\nparty shall pay its own legal fees incurred in connection with such arbitration.\n\n     12. Conflicting Agreements. The Executive hereby represents and warrants\nthat the execution of this Agreement and the performance of his obligations\nhereunder will not breach or be in conflict with any other agreement to which\nthe Executive is a party or is bound, and that the Executive is not now subject\nto any covenants against competition or similar covenants that would affect the\nperformance of his obligations hereunder. The Executive will not disclose to or\nuse on behalf of the Company any proprietary information of a third party\nwithout such party's consent.\n\n     13. Withholding. All payments made by the Company under this Agreement\nshall be reduced by any tax or other amounts required to be withheld by the\nCompany under applicable law.\n\n     14. Assignment. This Agreement is personal in its nature, and neither the\nCompany nor the Executive may make any assignment of this Agreement or any\ninterest herein, by operation of law or otherwise, without the prior written\nconsent of the other; provided, however, that the Company may assign its rights\nand obligations under this Agreement without the consent of the Executive in the\nevent that the Company shall hereafter effect a reorganization, consolidate\nwith, or merge into, any other entity or transfer all or substantially all of\nits properties or assets to any other entity. This Agreement shall inure to the\nbenefit of and be binding upon the Company and the Executive, their respective\nsuccessors, executors, administrators, heirs and permitted assigns.\n\n     15. Severability. If any portion or provision of this Agreement shall to\nany extent be declared illegal or unenforceable by a court of competent\njurisdiction, then the remainder of this Agreement, or the application of such\nportion or provision in circumstances other than those as to which it is so\ndeclared illegal or unenforceable, shall not be affected thereby, and each\nportion and provision of this Agreement shall be valid and enforceable to the\nfullest extent permitted by law.\n\n     16. Waiver. No waiver of any provision hereof shall be effective unless\nmade in writing and signed by the waiving party. The failure of either party to\nrequire the performance of any term or obligation of this Agreement, or the\nwaiver by either party of any breach of this Agreement, shall not prevent any\nsubsequent enforcement of such term or obligation or be deemed a waiver of any\nsubsequent breach.\n\n     17. Notices. Any and all notices, requests, demands and other\ncommunications provided for by this Agreement shall be in writing and shall be\neffective as provided herein when delivered in person or by overnight air\ncourier or deposited in the United States mail, postage prepaid, registered or\ncertified, return receipt requested and addressed to the persons\n\n                                      -14-\n\n\n   15\n\nand addresses listed below, or to such other address as either party may specify\nby notice to the other actually received. Each notice shall, simultaneously with\nits being delivered to the courier or messenger for delivery or placed in the\nmail, be sent when possible by facsimile or comparable electronic means. All\nnotices and other communications hereunder shall be deemed to have been given:\n(i) on the date of delivery if personally delivered; (ii) on the first business\nday after the date sent if sent by overnight air courier; or (iii) on the fifth\nbusiness day after the date sent if sent by mail.\n\nIf to the Company:\n\nThe General Counsel\nNew England Life Insurance Company\n501 Boylston Street\nBoston, MA 02115-3700\n\nIf to the Executive:\n\nJames M. Benson\n524 Lake Avenue\nGreenwich, CT 06830\n\n     18. Entire Agreement. This Agreement constitutes the entire agreement\nbetween the parties hereto, and supersedes all prior and contemporaneous\ncommunications, agreements and understandings, written or oral, with respect to\nthe terms and conditions of the Executive's employment.\n\n     19. Amendment. This Agreement may be amended or modified only by a written\ninstrument signed by the Executive and an expressly authorized representative of\nthe Board.\n\n     20. Headings. The headings and captions in this Agreement are for\nconvenience only, and in no way define or describe the scope or content of any\nprovision of this Agreement.\n\n     21. Counterparts. This Agreement may be executed in two or more\ncounterparts, each of which shall, when executed, be deemed to be an original\nand all of which together shall constitute one and the same instrument.\n\n     22. Governing Law. This is a Massachusetts contract and shall be construed\nand enforced under and be governed in all respects by the laws of the\nCommonwealth of Massachusetts, without regard to the conflict of laws principles\nthereof.\n\n\n\n\n\n\n                                      -15-\n\n\n   16\n\n\n     IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument\nby the Company, by its duly authorized representative, and by the Executive, as\nof the date first above written.\n\n\n\n\nTHE EXECUTIVE:                          THE COMPANY:\n                                        NEW ENGLAND LIFE INSURANCE COMPANY\n\n\n \/s\/ James M. Benson                    By: \/s\/ Robert A. Shafto\n---------------------                      -------------------------------------\n        James M. Benson                     Robert A. Shafto\n                                            Chairman and Chief Executive Officer\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-39854","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\/39854","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=39854"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39854"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39854"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39854"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}