_
Exhibit 10.1
AMERICAN
INTERNATIONAL GROUP, INC.
LONG TERM INCENTIVE PLAN
LTI AWARD AGREEMENT
1.
Status of Award; Defined Terms.
American International Group, Inc. (“AIG”) has awarded you [performance
share units] [restricted stock units] [and] [stock
options] (this “Award”) pursuant to the AIG Long
Term Incentive Plan (the “Plan”). This award
agreement (“Award
Agreement”), which sets forth the terms and conditions of your
Award, is made pursuant to the Plan and this Award and Award Agreement are
subject to the terms of the Plan. Capitalized terms not defined in this Award
Agreement have the meanings ascribed to them in the Plan.
2. Award.
[(a) Award of
PSUs.
(i) AIG hereby awards you the number of performance share
units (“PSUs”) specified in Schedule A (the “Target
PSUs”) . You are also entitled to receive
dividend equivalent rights in the form of additional PSUs in accordance
with the Plan. Each PSU constitutes an unfunded and unsecured promise
of AIG to deliver (or cause to be delivered) one Share (or, at the election of
AIG, cash equal to the Fair Market Value thereof) in accordance with the Plan.
(ii) The actual number of PSUs that will be earned is
subject to the Committee’s assessment of achievement based on the Performance
Measures established for the Performance Period.
(iii) After the end of the Performance
Period, the Committee will determine the percentage of your Target PSUs that
will be earned (such earned PSUs, the “Earned PSUs”). The number
of Shares covered by your Earned PSUs may range from 0%
to 200% of your Target PSUs. Your Earned PSUs, if any,
will vest and be paid in accordance with the schedule specified in Schedule
A, subject to earlier vesting, forfeiture
or termination as provided in accordance with the Plan. On any
payment date, the number of Shares to be issued under this Award Agreement
shall be rounded down to the nearest whole Share.]
[(a)][(b)] [Award of RSUs. AIG
hereby awards you the number of restricted stock units (“RSUs”)
specified in Schedule A. You are also entitled to receive dividend equivalent
rights in the form of additional RSUs in accordance with the Plan. Each
RSU
constitutes an unfunded and unsecured promise of AIG to deliver (or cause to be
delivered) one Share (or, at the election of AIG, cash equal to the Fair Market
Value thereof) in accordance with the Plan. Until such delivery, you have
only the rights of a general unsecured creditor, and no rights as a
shareholder, of AIG. You will earn the RSUs subject to you continued
Employment throughout the Performance Period. Your RSUs will vest and be paid
in accordance with the schedule specified in Schedule A, subject
to earlier vesting, forfeiture or termination as provided in
accordance with the Plan. On any payment date, the number of Shares to be
issued under this Award Agreement shall be rounded down to the nearest whole
Share.]
[(a)][(b)(c)]
[Award of Stock Options. AIG hereby awards you the number
of [time-vesting] [and] [performance-vesting]
stock options (“Options”) specified in Schedule
A. Each Option represents a right to purchase one share
of Common Stock of AIG, subject to the terms and conditions set forth in the
Award Agreement and the Plan. The Options are subject to the [time-] [and] [performance-]
vesting and expiration terms specified in Schedule A, subject to earlier
vesting, forfeiture or termination as provided in accordance with the
Plan.
3. 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.
4. Non-Solicitation.
Your Employment with the Company requires exposure to and use of confidential, proprietary
and/or trade secret information (as set forth in the above
Paragraph). 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 (1) 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.
[ALL OR A PORTION OF SECTION 5 TO BE INSERTED AT
THE DISCRETION OF THE COMMITTEE OR ITS DELEGATE]
5. 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
in
this Agreement shall prevent you from making or publishing any truthful statement (a)
when required by law, subpoena or court order, or at the request of an
administrative agency or legislature (b) in the course of any legal,
arbitral. administrative, legislative or regulatory
proceeding, (c) to any governmental authority, regulatory agency or
self-regulatory organization, or (d) in connection with any investigation by
the Company. Moreover, nothing in this Agreement will deny you the
right to disclose information about unlawful acts in the workplace, including,
but not limited to, sexual harrassment.
[SECTION 6 TO BE INSERTED AT DISCRETION OF THE
COMMITTEE OR ITS DELEGATE]
6. 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 6 TO BE INSERTED AT DISCRETION OF THE
COMMITTEE OR ITS DELEGATE]
6. 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 6 TO BE INSERTED AT
DISCRETION OF THE COMMITTEE OR ITS
DELEGATE]
6. Notice of
Termination of Employment. You agree that:
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
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 (“ESP”), 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.
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.
7. 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.
8. 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.
9. 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 (3)
business days after deposit in the United States mail by certified or
registered mail (return receipt requested) or one (1) business day after
deposit with any return receipt express courier (prepaid).
10. 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.
11. 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:
Schedule A
● Long-Term
Incentive Award
Recipient: ●
Employee ID: ●
Date of Award Agreement: ●
[[PSUs] [and] [RSUs] Award]
|
Target Number
|
Performance Period
|
Vesting Terms
|
Payment
|
[PSUs]
|
[●]
|
[●]
|
[●]
|
[●]
|
[RSUs]
|
[●]
|
[●]
|
[●]
|
[●]
|
[Options Award]
|
Number of Options
|
Exercise Price
|
Performance Period
|
Vesting Terms
|
Expiration Date
|
[Time-Vesting Options]
|
[●]
|
[$●]
|
[●]
|
[●]
|
[●]
|
[Performance-Vesting Options]
|
[●]
|
[$●]
|
[●]
|
[●]
|
[●]
|
[The following
termination treatment will supersede that provided in 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]