EXHIBIT 10.2 MANAGEMENT PERFORMANCE SHARE AGREEMENT MetLife, Inc. confirms that, on [GRANT DATE] (the “Grant Date”), itgranted you, [NAME], [NUMBER] Performance Shares (your “Performance Shares”).Your Performance Shares are subject to the terms and conditions of thisManagement Performance Share Agreement (this “Agreement”) and the MetLife, Inc.2005 Stock and Incentive Compensation Plan (the “Plan”). 1. STANDARD PERFORMANCE TERMS. (a) The Performance Period for your Performance Shares will beginon [DATE], [YEAR] and end on the December 31 immediately preceding the thirdanniversary of the beginning of the Performance Period. (b) Except in so far as Sections 2 (Change of Status) or 3 (Change ofControl) apply to your Performance Shares, after the conclusion of thePerformance Period, the Committee shall certify in writing the number ofPerformance Shares payable in accordance with Section 1(c) (your “FinalPerformance Shares”), and your Final Performance Shares will be due and payablein Shares. (c) The Committee will determine your Final Performance Shares bymultiplying your Performance Shares by the “Performance Factor.” The PerformanceFactor means a percentage (from zero to 200%) which is the sum of two otherpercentages (each from zero to 100%), described in (1) and (2) below. (1) The first percentage will be based on the Company’s performance with respect to Net Operating Earnings Per Share during the Performance Period relative to the other companies in the Standard and Poor’s Insurance Index, determined according to Table 1 of Schedule A to this Agreement. Net Operating Earnings Per Share means income, net of all taxes on income, less realized investment gains or losses and excluding any cumulative charges or benefits due to changes in accounting principles, divided by the number of shares outstanding determined on a diluted basis under Generally Accepted Accounting Principles. (2) The second percentage will be based on the Company’s performance with respect to Total Shareholder Return during the Performance Period relative to the other companies in the Standard and Poor’s Insurance Index, determined according to Table 2 of Schedule A to this Agreement. Total Shareholder Return means the change (plus or minus) in the average Fair Market Value (and, in the case of a company other than the Company, the most closely analogous price) in the twenty (20) days prior to the first day of the Performance Period to the average Closing Price (and, the case of an entity other than the Company, the most closely analogous price) in the twenty (20) days prior to the final day of the Performance Period, plus dividends (if any) actually paid on Shares on a reinvested basis, from the first day of the Performance Period to and including the last day of the Performance Period. (d) For these purposes, the Standard & Poor’s Insurance Index means eachcompany which is described by either of the following criteria: (1) the company is included in such index for the entirety of the Performance Period; or (2) the company is included in such index on the final day of the Performance Period, and at least fifty percent (50%) of the securities entitled to vote for the directors of that company were owned, directly or indirectly, immediately after and as the result of a merger, acquisition, or other similar corporate transaction, by a majority of the shareholders (determined immediately prior to such transaction) of a company that was either: (i) included in such index on the first day of the Performance Period, or (ii) described by this Section 1(d)(2). (e) The terms of this Section 1 shall be referred to as the “StandardPerformance Terms.” 2. CHANGE OF STATUS. For purposes of this Section 2, your transfer betweenthe Company and an Affiliate, or among Affiliates, will not be a termination ofemployment. In the event of a Change of Control, any applicable terms of Section3 (Change of Control) will supersede the terms of this Section 2. (a) Long-Term Disability. In the event you qualify for long-termdisability benefits under a plan or arrangement offered by the Company or anAffiliate for its Employees, the Standard Performance Terms will continue toapply to your Performance Shares. Once this provision applies, no other changeof status described in this Section 2 (except the provision regardingtermination for Cause) will affect your Performance Shares, even if yousubsequently return to active service or your employment with the Company or anAffiliate terminates other than for Cause. (b) Death. In the event that your employment with the Company or anAffiliate terminates due to your death, your Performance Shares will be due andpayable in the form of cash at a value equal to the Closing Price on the date ofyour death. (c) Retirement. If your employment with the Company or an Affiliateterminates (other than for Cause) on after your early retirement date or normalretirement date (in each case determined under any ERISA qualified pension planoffered by the Company or an Affiliate in which you participate) (“Retirement”),the Standard Performance Terms will continue to apply to your PerformanceShares. (d) Bridge Eligibility. If your employment with the Company or anAffiliate terminates (other than for Cause) with bridge eligibility forretirement-related medical benefits (determined under an ERISA qualified benefitplan offered by the Company or an Affiliate in which you participate, if any)(“Bridge Eligibility”), and your separation agreement (offered to you under theseverance program offered by the Company or an Affiliate to its Employees)becomes final, the Standard Performance Terms will continue to apply to yourPerformance Shares. (e) Termination for Cause. In the event that your employment with theCompany or an Affiliate terminates for Cause, your Performance Shares will beforfeited immediately. (f) Other Termination of Employment. Unless the Committee determinesotherwise, if no other provision in this Section 2 regarding change of statusapplies, including, for example, your voluntary termination of employment, yourtermination without Retirement or Bridge Eligibility, or your termination by theCompany or an Affiliate without Cause, your Performance Shares will be forfeitedimmediately. To the extent you are offered a separation agreement by the Companyor an Affiliate, the value of your forfeited Performance Shares may, in thediscretion of the Company or Affiliate, be considered in determining the termsof that offer. 2 3. CHANGE OF CONTROL. (a) Except as provided in Section 3(b), and unless otherwise prohibitedunder law or by applicable rules of a national security exchange, if a Change ofControl occurs, your Performance Shares will be due and payable in the form ofcash equal to the number of your Performance Shares multiplied by the Change ofControl Price, and such sum shall be paid to you within thirty (30) day of theChange of Control. (b) The terms of Section 3(a) will not apply to your Performance Shares ifthe Committee reasonably determines in good faith, prior to the Change ofControl, that you have been granted an Alternative Award for your PerformanceShares pursuant to Section 15.2 of the Plan. 4. NONTRANSFERABILITY OF AWARDS. Except as provided in Section 5 or asotherwise permitted by the Committee, you may not sell, transfer, pledge, assignor otherwise alienate or hypothecate any of your Performance Shares, and allrights with respect to your Performance Shares are exercisable during yourlifetime only by you. 5. BENEFICIARY DESIGNATION. You may name any beneficiary or beneficiaries(who may be named contingently or successively) who may then exercise any rightunder this Agreement in the event of your death. Each beneficiary designationfor such purpose will revoke all such prior designations. Beneficiarydesignations must be properly completed on a form prescribed by the Committeeand must be filed with the Company during your lifetime. If you have notdesignated a beneficiary, your rights under this Agreement will pass to and maybe exercised by your estate. 6. TAX WITHHOLDING. The Company will withhold from payment made under thisAgreement an amount sufficient to satisfy the minimum statutory Federal, state,and local tax withholding requirements relating to payment on account of yourPerformance Shares. 7. ADJUSTMENTS. The Committee may, in its discretion, make adjustments inthe terms and conditions of your Performance Shares in recognition of unusual ornonrecurring events affecting the Company or its financial statements, or inrecognition of changes to applicable laws, regulations, or accountingprinciples, whenever the Committee determines that such adjustments areappropriate to prevent unintended dilution or enlargement of the potentialbenefits of your Performance Shares. The Committee’s determination in thisregard will be conclusive. 8. TIMING OF PAYMENT. The Company will make payment to you as reasonablypracticable after such payment become payable under this Agreement, unless youhave earlier deferred such payment in accordance with arrangements offered toyou for that purpose. If Shares are to be paid to you, you will receive evidenceof ownership of those Shares. 9. CLOSING PRICE. For purpose of this Agreement, “Closing Price” will meanthe closing price of a Share as reported in the principal consolidatedtransaction reporting system for the New York Stock Exchange (or on such otherrecognized quotation system on which the trading prices of the Shares are quotedat the relevant time), or in the event that there are no Share transactionsreported on such tape or other system on the applicable date, the closing priceon the immediately preceding date on which Share transactions were reported.Closing Price shall constitute “Fair Market Value” under the Plan for allpurposes related to your Performance Shares. 3 10. NO GUARANTEE OF EMPLOYMENT. This Agreement is not a contract ofemployment and it is not a guarantee of employment for life or any period oftime. Nothing in this Agreement interferes with or limits in any way the rightof the Company or an Affiliates to terminate your employment at any time. ThisAgreement does not give you any right to continue in the employ of the Companyor an Affiliate. 11. GOVERNING LAW; CHOICE OF FORUM. This Agreement will be construed inaccordance with and governed by the laws of the State of Delaware, regardless ofthe law that might be applied under principles of conflict of laws. Any actionto enforce this Agreement or any action otherwise regarding this Agreement mustbe brought in a court in the State of New York, to which jurisdiction theCompany and you consent. 12. MISCELLANEOUS. For purposes of this Agreement, “Committee” includesany direct or indirect delegate of the Committee as defined in the Plan and theword “Section” refers to a Section in this Agreement. Any other capitalized wordused in this Agreement and not defined in this Agreement, including each form ofthat word, is defined in the Plan. Any determination or interpretation by theCommittee pursuant to this Agreement will be final and conclusive. In the eventof a conflict between any term of this Agreement and the terms of the Plan, theterms of the Plan control. This Agreement and the Plan represent the entireagreement between you and the Company, and you and all Affiliates, regardingyour Performance Shares. No promises, terms, or agreements of any kind regardingyour Performance Shares that are not set forth, or referred to, in thisAgreement or in the Plan are part of this Agreement. In the event any provisionof this Agreement is held illegal or invalid, the rest of this Agreement willremain enforceable. If you are an Employee of an Affiliate, your PerformanceShares are being provided to you by the Company on behalf of that Affiliate, andthe value of your Performance Shares will be considered a compensationobligation of that Affiliate. Your Performance Shares are not Shares and do notgive you the rights of a holder of Shares. You will not be credited withadditional Performance Shares on account of any dividend paid on Shares. Theissuance of Shares or payment of cash pursuant to your Performance Shares issubject to all applicable laws, rules and regulations, and to any approvals byany governmental agencies or national securities exchanges as may be required.No Shares will be issued or no cash will be paid if that issuance or paymentwould result in a violation of applicable law, including the federal securitieslaws and any applicable state or foreign securities laws. 4 13. AMENDMENTS. The Committee has the exclusive right to amend thisAgreement as long as the amendment does not adversely affect any of yourpreviously-granted Awards in any material way (without your written consent) andis otherwise consistent with the Plan. The Company will give written notice toyou (or, in the event of your death, to your beneficiary or estate) of anyamendment as promptly as practicable after its adoption. 14. AGREEMENT TO PROTECT CORPORATE PROPERTY. The grant of your PerformanceShares is subject to your execution of the Agreement to Protect CorporateProperty provided to you with this Agreement (“Property Agreement”). If you donot return a signed copy of the Property Agreement, this Agreement and thePerformance Shares granted to you will be void. The Company may in its solediscretion allow an extension of time for you to return your signed PropertyAgreement. IN WITNESS WHEREOF, the Company has caused its duly authorized officer toexecute this Agreement, and you have executed this Agreement.METLIFE, INC. EMPLOYEEBy: Robert H. Benmosche [NAME] ——————- Name Chairman of the Board and CEO —————————– Title —————————– —————————— Signature Signature Date: ————————- 5 SCHEDULE A TO MANAGEMENT PERFORMANCE SHARE AGREEMENT
* First percentage and second percentage are added together and the total ismultiplied by the number of Performance Shares granted to determine the numberof Final Performance Shares. See Section 1(c) of this Agreement.