Contract

EXHIBIT 10.1 MANAGEMENT STOCK OPTION AGREEMENT MetLife, Inc. confirms that, on [GRANT DATE] (the “Grant Date”), itgranted you, [NAME], [NUMBER] Stock Options (your “Options”). Each Optionentitles you to purchase one Share for $[CLOSING PRICE ON DATE OF GRANT] perShare (the “Exercise Price”). Your Options are subject to the terms andconditions of this Management Stock Option Agreement (this “Agreement”) and theMetLife, Inc. 2005 Stock and Incentive Compensation Plan (the “Plan”). 1. STANDARD TERMS OF YOUR OPTIONS. Except as provided in Sections 3(Change of Status) and 4 (Change of Control), one-third (1/3) of your Optionswill become exercisable on each of the first, second and third anniversaries ofthe Grant Date, and you may exercise your Options until the close of business on[DAY PRIOR TO THE TENTH (10TH) ANNIVERSARY OF THE GRANT DATE] (the “StandardTerms”). Neither this date, nor any other deadline for exercise of your Optionsunder this Agreement, will be extended regardless of whether you are unable toexercise your Options on that date because it is not a business day, due totrading limitations, or otherwise. 2. EXERCISE OF YOUR OPTIONS. (a) You may exercise any of your Options that have become exercisable bynotifying the Company, using procedures that will be established for thispurpose, and paying for the Shares at the time you exercise your Options. Anyexercisable Options that you fail to exercise within the applicable period forexercise will be forfeited. (b) You may pay the Exercise Price in one or more of the following ways:(1) in cash, (2) by exchanging Shares you already own (as long as those Sharesare not subject to any pledge or other security interest) at the Closing Priceon the date of exchange, (3) to the extent permitted by law, through anarrangement with the broker designated by the Company in which the broker willuse the proceeds of the sale of a sufficient number of Shares to pay theExercise Price, or (4) through a combination of the above. The combined valuepaid must have a value as of the date tendered that is at least equal to theExercise Price. (c) You must exercise your Options in accordance with the Company’sinsider trading policy and any applicable pre-trading clearance procedures. Yourexercise of Options or sale of Shares may be prohibited at certain times, ordelayed, due to Share trading volume limitations imposed by the Company. Theissuance of Shares pursuant to your Options is subject to all applicable laws,rules and regulations, and to any approvals by any governmental agencies ornational securities exchanges as may be required. No Shares will be issued uponexercise of any of your Options if that issuance or exercise would result in aviolation of applicable law, including the federal securities laws and anyapplicable state or foreign securities laws. (d) The number of Shares issuable upon exercise of your Options shall bereduced to the nearest whole Share. If you retain some or all of the Sharesafter you exercise your Options, you will receive evidence of ownership of thoseShares. 3. CHANGE OF STATUS. For purposes of this Section 3, 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 Section4 (Change of Control) will supersede the terms of this Section 3. (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 Terms will continue to apply to yourOptions. Once this provision applies, no other change of status described inthis Sections 3 (except the provision regarding termination for Cause) willaffect your Options, even if you subsequently return to active service or youremployment with the Company or an Affiliate terminates other than for Cause. (b) Death. In the event that your employment with the Company or anAffiliate terminates due to your death, all of your Options will be immediatelyexercisable and will remain exercisable until the close of business on theExpiration Date. (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 benefit planoffered by the Company or an Affiliate in which you participate) (“Retirement”),the Standard Terms will continue to apply to your Options. (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 Terms will continue to apply to your Options. (e) Termination for Cause. In the event that your employment with theCompany or an Affiliate terminates for Cause, all of your Options will beforfeited immediately. (f) Other Termination of Employment. Unless the Committee determinesotherwise, if no other provision in this Section 3 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, then (a) your Options that areexercisable as of the date of termination will remain exercisable until theclose of business on the 30th day after the date of your termination or untilthey would expire under the Standard Terms, whichever period is shorter; and (b)all of your Options that are not exercisable at the date of termination of youremployment with the Company or an Affiliate will be forfeited immediately. 4. CHANGE OF CONTROL. (a) Except as provided in Section 4(b) and 4(c), and unless otherwiseprohibited under law or by applicable rules of a national security exchange, ifa Change of Control occurs: (1) all of your unexercised Options will become exercisable immediately regardless of the applicable exercise schedule; and (2) notwithstanding any provisions of Section 3 (Change of Status) to the contrary, if your employment with the Company or any Affiliate terminates without Cause before the first anniversary of the Change of Control, your Options will remain exercisable until the earlier of: (a) their expiration under the Standard Terms; or (b) the 2 first anniversary of the termination of your employment. For purposes of this Section 4(a)(2), your transfer between the Company and an Affiliate, or among Affiliates, will not be a termination of employment. (b) Notwithstanding Section 4(a), the Committee may elect to redeem yourOptions for a cash payment equal to the Change of Control Price less theExercise Price, multiplied by the number of exercisable Options that you havenot yet exercised. (c) The terms of Sections 4(a) and 4(b) will not apply to your Options ifthe Committee reasonably determines in good faith, prior to the Change ofControl, that you have been granted an Alternative Award for your Optionspursuant to Section 15.2 of the Plan. 5. NONTRANSFERABILITY OF AWARDS. Except as provided in Section 6 orotherwise permitted by the Committee, you may not sell, transfer, pledge, assignor otherwise alienate or hypothecate any of your Options, and all rights withrespect to your Options are exercisable during your lifetime only by you. 6. 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. 7. TAX WITHHOLDING. The Company will withhold from payment made under thisAgreement, or require you to remit, an amount sufficient to satisfy the minimumstatutory Federal, state, and local tax withholding requirements relating to theexercise of your Options. The Company will defer payment of cash or the issuanceof Shares until this requirement is satisfied. You may satisfy this withholdingrequirement by: (a) paying cash to the Company to cover the tax obligation; (b)having Shares otherwise issuable upon the exercise of your Options withheld bythe Company at the Closing Price of those Shares as of the date of exerciseapplied to cover the tax obligation; or (c) delivering previously acquiredShares to the Company having a Closing Price value as of the date of exerciseequal to all or part of the tax obligation associated with the transaction, andcash equal to the balance of the tax obligation. 8. ADJUSTMENTS. The Committee may, in its discretion, make adjustments inthe terms and conditions of your Options 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 Options. The Committee’s determination in this regard will beconclusive. 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 3immediately preceding date on which Share transactions were reported. ClosingPrice shall constitute “Fair Market Value” under the Plan for all purposesrelated to your Options. 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 Affiliate 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. 14. 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 Options. No promises, terms, or agreements of any kind regarding yourOptions that are not set forth, or referred to, in this Agreement or in the Planare part of this Agreement. In the event any provision of this Agreement is heldillegal or invalid, the rest of this Agreement will remain enforceable. If youare an Employee of an Affiliate, your Options are being provided to you by theCompany on behalf of that Affiliate, and the value of your Options will beconsidered a compensation obligation of that Affiliate. The Committee may, inits discretion, substitute Stock Appreciation Rights for your Options to theextent permitted by the Plan. 4 15. 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. 16. AGREEMENT TO PROTECT CORPORATE PROPERTY. The grant of your Options issubject to your execution of the Agreement to Protect Corporate Propertyprovided to you with this Agreement (“Property Agreement”). If you do not returna signed copy of the Property Agreement, this Agreement and the Options grantedto you will be void. The Company may in its sole discretion allow an extensionof time for you to return your signed Property Agreement. 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