Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
On May 11, 2012, Christopher G. Townsend entered into an employment agreement
(the "Employment Agreement") with an affiliate of MetLife, Inc. (the "Company").
The terms of the Employment Agreement had previously been approved by the
Company's Board of Directors (the "Board"). The Board's appointment of Mr.
Townsend as President of the Company's Asia region, Mr. Townsend's appointment
to the same position with Metropolitan Life Insurance Company, and the terms of
Mr. Townsend's Employment Agreement will each be effective on the date his
employment begins, so long as his employment begins by February 4, 2013.
Mr. Townsend, age 43, was Chief Executive Officer of the Asia Pacific region for
Chartis, Inc., a global property-casualty and general insurance organization
("Chartis") from 2010 to present. In that position, he was responsible for all
aspects of the Chartis business in 15 countries with 4,700 staff. From 2007 to
2010, Mr. Townsend was Chief Executive Officer of Chartis-Australasia,
responsible for Chartis' business in Australia, New Zealand, and Pacific Islands
with 550 staff.
Mr. Townsend's Employment Agreement provides for his initial annual base salary
of Hong Kong Dollars ("HK$") 3,875,000 (approximately United States Dollars
("US$") 500,000). Mr. Townsend's initial annual incentive compensation target
will be HK$6,200,000 (approximately US$800,000). So long as Mr. Townsend begins
employment by November 5, 2012, any annual incentive compensation payment for
2012 will not be prorated. No annual incentive payment will be made for 2012 if
Mr. Townsend's employment begins after November 5, 2012. Mr. Townsend's initial
long-term incentive compensation targets will consist of US$650,000 in
Performance Units and US$650,000 in Stock Options. Any incentive compensation
will be determined by the Board's Compensation Committee (the "Committee"),
based on Company, business, and individual performance and on other factors it
Mr. Townsend's Employment Agreement also calls for MetLife to make payments and
provide benefits to Mr. Townsend to facilitate his transition to his new
position and relocation from Singapore to Hong Kong. MetLife will pay Mr.
Townsend a sign-on bonus of HK$3,875,000 (approximately US$500,000). MetLife
will also pay Mr. Townsend a special incentive award of US$600,000 in equal
installments of US$200,000 after the first, second, and third anniversaries of
his employment. If Mr. Townsend's employment begins on or after November 6, 2012
due to his need to address any post-employment restrictions related to prior
employers, MetLife will pay Mr. Townsend a one-time incentive award of
US$800,000. MetLife will also reimburse Mr. Townsend's reasonable relocation
expenses for house hunting, relocation of personal items, and travel to complete
relocation, plus HK$58,125 (approximately US$7,500) for other reasonable
relocation expenses. MetLife will pay Mr. Townsend US$100,000 each year in which
two of his children are attending school, and US$50,000 each year in which one
of his children is attending school, in each case through the completion of the
equivalent of a United States high school. Mr. Townsend will use the vendor
chosen by MetLife to prepare his personal income tax filings through the end of
his fifth year of employment, and MetLife will pay Mr. Townsend US$20,000 each
such year. MetLife will pay or reimburse Mr. Townsend for his taxes only with
respect to income imputed to him for MetLife-provided immigration and relocation
MetLife or Mr. Townsend may terminate his Employment Agreement on ninety days'
notice. MetLife may require Mr. Townsend to refrain from employment with any
other employer, with pay, for all or part of this notice period. In addition,
Mr. Townsend also agreed not to compete with MetLife for three months following
the end of employment, and not to interfere with MetLife's business or solicit
its employees for twelve months after the end of his employment. If MetLife
terminates Mr. Townsend's employment, except for gross misconduct, neglect of
duty, or breach of the terms of his employment, MetLife will offer Mr. Townsend
severance pay according to the formula in the severance pay plan that applies to
the Company's executive officers in the United States.
The foregoing description of the Employment Agreement is a summary, is not
complete and is qualified in its entirety by reference to the Employment
Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein
by reference. For purposes of this description, amounts expressed in the
Employment Agreement in Hong Kong Dollars have been converted to approximate
United States Dollar amounts using the current conversion rate of HK$1=US$0.13.
Mr. Townsend and his covered family members will also participate in the
Metropolitan Life Insurance Company of Hong Kong Limited Healthcare Plan (the
"Healthcare Plan"), which covers officer-level employees of Company affiliates
in Hong Kong and their covered family members. The Healthcare Plan covers a
variety of outpatient, hospitalization, maternity, dental, and other services.
The anticipated cost to the applicable Company affiliate for family coverage for
Mr. Townsend and his eligible family members in 2012, should Mr. Townsend's
employment begin in 2012, is US$17,282. The foregoing description of the
Healthcare Plan is a summary, is not complete and is qualified in its entirety
by reference to the Member's Explanatory Handbook for the Healthcare Plan, which
is attached hereto as Exhibit 10.2 and is incorporated herein by reference, and
which generally summarizes the Healthcare Plan.
The Committee has granted Mr. Townsend Performance Units and Stock Options on
terms consistent with similar awards previously made to Company executives.
These awards are intended to replace long-term incentives he will forfeit by
accepting employment with MetLife. The awards are effective on the date Mr.
Townsend begins employment, so long as his employment begins by February 4,
2013. The number of Performance Units will be determined by dividing US$450,000
by the closing price of the Company's common stock on Mr. Townsend's first day
of employment. The Performance Units are subject to a three-year performance
period beginning January 1, 2012. After the end of the performance period, up to
200% of the Performance Units may become payable in cash equal to the closing
price of shares of the Company's common stock, generally assuming Mr. Townsend's
continued service to the Company through the end of the performance period, and
depending on the Company's performance relative to its competition over the
performance period. The number of Stock Options will be determined by dividing
US$450,000 by the one-third of the closing price of the Company's common stock
on the date Mr. Townsend begins employment. Each of the Stock Options will have
an exercise price equal to the closing price of the Company's common stock on
the New York Stock Exchange on Mr. Townsend's first day of employment. The Stock
Options will normally become exercisable in thirds on the first three
anniversaries of their grant date, generally assuming Mr. Townsend's continued
service through that date.
A copy of the Company's press release announcing that Mr. Townsend will lead the
Company's Asia region, dated May 8, 2012, is attached hereto as Exhibit 99.1.
Table of Contents
Item 9.01 Financial Statements And Exhibits.
(a) Not applicable
(b) Not applicable
(c) Not applicable
10.1 Employment Agreement between Christopher G. Townsend and MetLife Asia
Pacific Limited, executed May 11, 2012.
10.2 Member's Explanatory Handbook for the Metropolitan Life Insurance
Company of Hong Kong Limited Healthcare Plan, dated 2011.
99.1 Press release of MetLife, Inc. dated May 8, 2012 announcing that
Christopher G. Townsend will lead MetLife, Inc.'sAsia region.