5.
Exercisability
of Vested Options.
Vested Options may be exercised in accordance with procedures set forth in
Section 2.3.5 of the AIG 2013 Omnibus Incentive Plan, including procedures
established by the Company. Stock Options that are not vested may not be
exercised.
6.
Non-Disclosure. During the term of
your Employment, the Company has permitted and will continue to permit you to
have access to and become acquainted with information of a confidential,
proprietary and/or trade secret nature. Subject to and in addition to any
confidentiality or non-disclosure requirements to which you were subject prior
to the date you electronically consent to or execute this Award Agreement,
during your Employment and any time thereafter, you agree that (i) all
confidential, proprietary and/or trade secret information received, obtained or
possessed at any time by you concerning or relating to the business, financial,
operational, marketing, economic, accounting, tax or other affairs at the
Company or any client, customer, agent or supplier or prospective client,
customer, agent or supplier of the Company will be treated by you in the
strictest confidence and will not be disclosed or used by you in any manner
other than in connection with the discharge of your job responsibilities
without the prior written consent of the Company or unless required by law, and
(ii) you will not remove or destroy any confidential, proprietary and/or trade
secret information and will return any such information in your possession,
custody or control at the end of your Employment (or earlier if so requested by
the Company). Nothing herein shall prevent you from making or publishing any
truthful statement (a) when required by law, subpoena or court order, (b) in
the course of any legal, arbitral or regulatory proceeding, (c) to any
governmental authority, regulatory agency or self-regulatory organization, or
(d) in connection with any investigation by the Company.
7.
Non-Solicitation. Your Employment
with the Company requires exposure to and use of confidential, proprietary
and/or trade secret information (as set forth in Section 6). Subject to and in
addition to any non-solicitation requirements to which you were subject prior
to the date you electronically consent to or execute this Award Agreement, you
agree that (i) during your Employment with the Company and any time thereafter,
you will not, directly or indirectly, on your own behalf or on behalf of any
other person or entity, solicit, contact, call upon, communicate with or
attempt to communicate with any customer or client or prospective customer or
client of the Company where to do so would require the use or disclosure of
confidential, proprietary and/or trade secret information, and (ii) during your
Employment with the Company and for a period of one year after Employment
Terminates for any reason, you will not, directly or indirectly, regardless of
who initiates the communication, solicit, participate in the solicitation or
recruitment of, or in any manner encourage or provide assistance to any
employee, consultant, registered representative, or agent of the Company to
terminate his or her Employment or other relationship with the Company or to
leave its employ or other relationship with the Company for any engagement in any
capacity or any other person or entity.
8.
Non-Disparagement. You agree that
during and after your Employment with the Company, you will not make
disparaging comments about AIG or any of its subsidiaries or affiliates or any
of their officers, directors or employees to any person or entity not
affiliated with the Company. Nothing herein shall prevent you from making or
publishing any truthful statement (a) when required by law, subpoena or court
order, (b) in the course of any legal, arbitral or regulatory proceeding, (c)
to any governmental authority, regulatory agency or self-regulatory
organization, or (d) in connection with any investigation by the Company.
[SECTION
9 TO BE INSERTED AT DISCRETION OF THE COMMITTEE]
9.
Notice
of Termination of Employment. Except where local law prohibits
enforcement, you agree that if you voluntarily resign
you will give at
least six months’ written notice to the Company of your voluntary Termination,
which may be working notice or non-working notice at the Company’s sole discretion
and which notice period is waivable by the Company at the Company’s sole
discretion. This notice period provision supersedes any conflicting notice
period provision contained in the award agreements governing your prior
long-term incentive awards awarded under the Plan.
[SECTION
9 TO BE INSERTED AT DISCRETION OF THE COMMITTEE]
9. Notice
of Termination of Employment. Except where local law prohibits
enforcement, you agree that if you voluntarily resign
you will give at
least three months’ written notice to the Company of your voluntary
Termination, which may be working notice or non-working notice at the Company’s
sole discretion and which notice period is waivable by the Company at the
Company’s sole discretion. This notice period provision supersedes any
conflicting notice period provision contained in the award agreements governing
your prior long-term incentive awards awarded under the Plan.
[SECTION 9 TO BE INSERTED AT
DISCRETION OF THE COMMITTEE]
9. Notice of Termination of Employment. You agree
that:
9.1
if
you voluntarily resign you will give at least three months’ written notice to
the Company of your voluntary Termination, which may be working notice or
non-working notice at the Company’s sole discretion and which notice period is waivable
by the Company at the Company’s sole discretion, except to the extent
prohibited by local law; and
9.2
if
your employment is not at-will and you or the Company is obligated to give
other advance notice of a Termination by virtue of local law, any applicable
collective bargaining agreement or your employment agreement, such notice
obligation will not be affected by this provision. As set forth in the
Executive Severance Plan, any severance payment paid in accordance with the ESP
will be reduced by any payment in lieu of notice paid by the Company to you,
and you will cease to have any further entitlement to notice.
10.
This
notice period provision supersedes any conflicting notice period provision
contained in any of the award agreements governing your prior long-term
incentive awards awarded under the Plan.
11.
Clawback/Repayment. Notwithstanding
anything to the contrary contained herein, in consideration of the grant of
this Award, you agree that you are a Covered Employee under the AIG
Clawback Policy with respect to this Award and any payments
hereunder and, accordingly, this Award and any payments hereunder will
be subject to forfeiture and/or repayment to the extent provided for in the AIG
Clawback Policy, as in effect from time to time,
if it is determined that a Covered Event (as defined in such Policy)
has occurred. With respect to this Award and any payments hereunder,
each of the following events is a
“Covered Event” for purposes of the Policy:
1.
a material
restatement of all or a portion of AIG’s financial statements occurs and the
Board or Committee determines that recovery of payments under this Award is
appropriate after reviewing all relevant facts and circumstances that
contributed to the restatement, including whether you engaged in misconduct, and
considering issues of accountability;
2.
payments
under this Award were based on materially inaccurate financial statements or on
performance metrics that are materially inaccurately determined, regardless of
whether you were responsible for the inaccuracy;
3.
your
failure to properly identify, assess or sufficiently raise concerns about risk,
including in a supervisory role, resulted in a material adverse impact on AIG,
any of AIG’s business units or the broader financial system;
4.
any
action or omission by you constituted a material violation of AIG’s risk
policies as in effect from time to time; or
5.
any
action or omission by you resulted in material financial or reputational harm
to AIG.
12.
Entire
Agreement.
The Plan is incorporated herein by reference. This Award Agreement, the Plan,
the personalized information in Schedule A, and
such other documents as
may be provided to you pursuant to this Award Agreement regarding any
applicable service, performance or other vesting conditions and the size of
your Award, constitute the entire agreement and understanding of the parties
hereto with respect to the subject matter hereof and supersede all prior
understandings and agreements with respect to such subject matter.
13.
Notices. Any notice or
communication required to be given or delivered to the Company under the terms
of this Award Agreement shall be in writing (which may include an electronic
writing) and addressed to the Corporate Secretary of AIG at its principal
corporate offices as specified in Section 9.E of the Plan or, with respect to
the acceptance of an Award, as specified in Schedule A or the Compensation Plan
Grant Acceptance website. Any notice required to be given or delivered to you
shall be in writing (including an electronic writing) and addressed to you at
your Company email address or your home address on file in the Company’s
payroll or personnel records. All notices shall be deemed to have been given
or delivered upon: personal delivery; electronic delivery or three business
days after deposit in the United States mail by certified or registered mail
(return receipt requested) or one business day after deposit with any return
receipt express courier (prepaid).
14.
Governing
Law.
This Award Agreement will be governed by and construed in accordance with the
laws of the State of New York, without regard to principles of conflict of
laws.
15.
Signatures. Execution of this
Award Agreement by AIG and/or you may be in the form of an electronic, manual
or similar signature, and such signature shall be treated as an original
signature for all purposes.
IN WITNESS WHEREOF,
AMERICAN INTERNATIONAL GROUP, INC. has caused this Award Agreement to be duly
executed and delivered as of the Date of Award specified in Schedule A.
AMERICAN
INTERNATIONAL GROUP, INC.
By your signature, you
(i) acknowledge that a complete copy of this Award Agreement and the Plan have
been made available to you and (ii) agree to all of the terms and conditions
set forth in this Award Agreement and the Plan.
Schedule A
● LTI Stock Option Award
Recipient:
|
●
|
Employee ID:
|
●
|
Date of Award:
|
●
|
Award(s)
|
Number of Stock Options
|
Exercise Price
|
Vesting Terms
|
Expiration Date
|
First Award
|
●
|
$●
|
●
|
●
|
[Second Award]
|
[●]
|
[$●]
|
[●]
|
[●]
|
[The following
termination treatment will
supersede that provided in Section 4 of the Award Agreement and Section 6 of
the Plan:]
Receipt Acknowledged:
|
|
|
|
|
|
|
Signature
|
|
Date
|
Address:
|
|
|
|
|
|
|
Street
|
|
|
|
|
|
|
|
|
|
City,
|
State
|
Zip Code
|
|
|
|
|
|
|
|
|
|
In
order to be eligible to receive your Award, you must agree to and either
electronically consent or sign the Award Agreement within 90 days
of the receipt of this communication. If you do not electronically consent
to or sign the Award Agreement within 90 days, you may forfeit your Award.
[Insert
instructions]