Form of Performance Share Agreement, effective February 15, 2018

EX-10.1 2 d542821dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

PERFORMANCE SHARE AGREEMENT

MetLife, Inc. confirms that, on [grant date] (the “Grant Date”), it granted you, [name], [number] Performance Shares (your “Performance Shares”). Your Performance Shares are subject to the terms and conditions of the MetLife, Inc. 2015 Stock and Incentive Compensation Plan (the “Plan”) and this Performance Share Agreement (this “Agreement”), which includes the Award Agreement Supplement (the “Supplement”). Please note that the Supplement includes terms for forfeiture of your Performance Shares under some circumstances.

Standard Terms.

(a) These terms are the “Standard Terms” and will apply to your Performance Shares except in so far as Sections S-2 (“Change of Status”), S-3 (“Change of Control”), or S-16 (“Restrictive Covenants”) apply. If Shares are paid to you, you will receive evidence of ownership of those Shares.

(b) The Performance Period for your Performance Shares will begin on January 1, [year] and end on the December 31 immediately preceding the third anniversary of the beginning of the Performance Period. After the conclusion of the Performance Period, the Committee will determine the number of Performance Shares payable in accordance with these Standard Terms (your “Final Performance Shares”), and your Final Performance Shares will be due and payable in Shares at the time specified in Section S-8 (“Timing of Payment”).

(c) The Committee will determine your Final Performance Shares by multiplying your Performance Shares by the “Final Performance Factor.” The Final Performance Factor means a percentage (from zero to 175%) determined by the Committee in its discretion. In exercising its discretion, the Committee may consider the average of two performance factors (each from zero to 175%), described in (1) and (2) below, subject to the cap determined by (3) below, if applicable, or such other considerations as it finds appropriate.

(1) The first performance factor will be based on the Company’s annual performance during the Performance Period with respect to Adjusted Return on Equity compared to its three-year business plan, as determined by the Committee in its discretion. In exercising its discretion, the Committee may refer to the guidelines in Performance Factor Appendix 1 to this Agreement, or such other considerations as it finds appropriate.

(2) The second performance factor will be based on the Company’s performance with respect to Total Shareholder Return during the Performance Period compared to the Company’s peer companies, as determined by the Committee in its discretion. In exercising its discretion, the Committee may refer to the list of peer companies and guidelines in Performance Factor Appendix 2 to this Agreement, the definition of “Total Shareholder Return” below, or such other considerations as it finds appropriate. “Total Shareholder Return” means the change (plus or minus) from the Initial Closing Price to the Final Closing Price, plus dividends (if any) actually paid on Shares on a reinvested basis during the applicable period. “Initial Closing Price” means the average Closing Price (as defined in Section S-9, “Closing Price”) for the twenty (20) trading days prior to the first day of the applicable period. “Final Closing Price” means the average Closing Price (as defined in Section S-9, “Closing Price”) for the twenty (20) trading days prior to and including the final day of the applicable period.


(3) In determining the Final Performance Factor in its discretion, the Committee may consider whether the Company’s Total Shareholder Return for the Performance Period is zero or less, and if so may, in its discretion, choose to set the Final Performance Factor at the lesser of (a) the average of the percentages determined under Sections (c)(1) and (2) of these Standard Terms; or (b) 100%.

IN WITNESS WHEREOF, MetLife, Inc. has caused this agreement to be offered to you, and you have accepted this Agreement by the electronic means made available to you.


PERFORMANCE FACTOR APPENDIX 1

TO PERFORMANCE SHARE AGREEMENT

Adjusted Return on Equity Performance Factor Guidelines

 

   

Below

Threshold

 

Threshold

 

Between

Threshold and

Target

 

Target

 

Between

Target and

Maximum

 

Maximum

 

Above
Maximum

Performance Result   0% - 79%   80%   81% - 99%   100%   101% - 119%   120%   121% +
Performance Factor   0%   25%   For each 1% the performance result is above 80%, add 3.75% to the threshold performance factor of 25%.   100%   For each 1% the performance result is above 100%, add 3.75% to the target performance factor of 100%.   175%   175%

Guideline Examples

 

Performance Result

   Performance
Factor
 

79%

     0

80%

     25

85%

     43.75

90%

     62.50

95%

     81.25

100%

     100

110%

     137.50

115%

     156.25

120%

     175

125%

     175


PERFORMANCE FACTOR APPENDIX 2

TO PERFORMANCE SHARE AGREEMENT

Total Shareholder Return Peer Companies

 

Aegon NV

  

Legal & General Group

Aflac Inc.

  

Lincoln National Corp.

AIA Group

  

Manulife Financial Corp.

Allianz SE

  

Ping An Insurance Group

Allstate Corp

  

Principal Financial Grp Inc.

American International Group

  

Prudential Financial Inc.

Assicurazioni Generali SPA

  

Prudential PLC

Aviva PLC

  

Travelers Cos. Inc.

AXA

  

Unum Group

Dai-Ichi Life Insurance Co. Ltd.

  

Zurich Financial Services

Hartford Financial Services

  

Total Shareholder Return Performance Factor Guidelines

 

   

Below

Threshold

 

Threshold

 

Between

Threshold and

Target

 

Target

 

Between

Target and

Maximum

 

Maximum

 

Above

Maximum

Performance Result   0 - 24th %tile   25th %tile   26th - 49th %tile   50th %tile   51st -87.4th %tile   87.5th %tile   87.6th - 99th %tile
Performance Factor   0%   25%   For each %tile the performance result is above the 25th %tile, add 3% to the threshold performance factor of 25%.   100%   For each %tile the performance result is above the 50th %tile, add 2% to the target performance factor of 100%.   175%   175%

Guideline Examples

 

Performance Result

   Performance
Factor
 

24th %tile

     0

25th %tile

     25

30th %tile

     40

40th %tile

     70

50th %tile

     100

60th %tile

     120

70th %tile

     140

80th %tile

     160

87.5th %tile

     175

99th %tile

     175