Common use of Long-Term Incentive Plans Clause in Contracts

Long-Term Incentive Plans. For purposes of the AIG Long Term Incentive Plan (“LTIP”), Employee’s termination will be considered a termination without Cause (as defined in the LTIP) as of the Termination Date, and Employee shall retain any rights that Employee may have under the LTIP for payment of awards under a termination without Cause. [Insert as applicable based on Employee’s outstanding LTIP awards: Employee was approved for a grant under the 2013 AIG LTIP of Performance Share Units (“PSUs”). Under the termination rules of the 2013 AIG LTIP, if a participant is terminated without Cause, the grant will immediately vest. After the end of the 2013-2015 performance period, the CMRC will approve an earnout percentage (between 0-150%) that applies to the grant made to each participant. The final performance percentage approved by the CMRC will be applied to Employee’s target grant. Employee’s performance-adjusted PSUs will be delivered in three tranches, in AIG stock (although the Company reserves the right to pay in cash), at the normal delivery dates, in accordance with the terms of the LTIP and the award agreement governing the grant. Employee was approved for a 2014 LTI grant under the 2013 AIG LTIP of PSUs. After the end of the 2014-2016 performance period, the CMRC will approve an earnout percentage (between 0-150%) that applies to the grant made to each participant. The final performance percentage approved by the CMRC will be applied to Employee’s target grant. Employee’s performance-adjusted PSUs will be delivered in three tranches, in AIG stock (although the Company reserves the right to pay in cash), at the normal delivery dates, in accordance with the terms of the LTIP and the award agreement governing the grant. Employee was approved for a 2015 LTI grant under the 2013 AIG LTIP of PSUs. After the end of the 2015-2017 performance period, the CMRC will approve an earnout percentage (between 0-150%) that applies to the grant made to each participant. The final performance percentage approved by the CMRC will be applied to Employee’s target grant. Employee’s performance-adjusted PSUs will be delivered in three tranches, in AIG stock (although the Company reserves the right to pay in cash), at the normal delivery dates, in accordance with the terms of the LTIP and the award agreement governing the grant.] The next scheduled LTIP award payout for each LTIP grant, if any, may be reduced by the FICA and Medicare withholdings required in connection with all remaining awards under that particular LTIP grant, to the extent required by the US Tax Code. Any long term incentive compensation paid to Employee is subject to the AIG Clawback Policy as amended from time to time.

Long-Term Incentive Plans. For purposes At the Effective Time, Horizon shall assume those certain Long-Term Incentive Plans with Xxxxx X. Xxxx and Xxxx X. Xxxxxxxx (collectively, the “LTIPs”) and the timing and amount of the AIG Long Term Incentive Plan (“LTIP”), Employee’s termination payments thereunder will be considered a termination without Cause (as defined in the LTIP) as of the Termination Date, and Employee shall retain any rights that Employee may have under the LTIP for payment of awards under a termination without Cause. [Insert as applicable based on Employee’s outstanding LTIP awards: Employee was approved for a grant under the 2013 AIG LTIP of Performance Share Units (“PSUs”). Under the termination rules of the 2013 AIG LTIP, if a participant is terminated without Cause, the grant will immediately vest. After the end of the 2013-2015 performance period, the CMRC will approve an earnout percentage (between 0-150%) that applies to the grant made to each participant. The final performance percentage approved by the CMRC will be applied to Employee’s target grant. Employee’s performance-adjusted PSUs will be delivered in three tranches, in AIG stock (although the Company reserves the right to pay in cash), at the normal delivery dates, in accordance with the terms LTIP plan documents and election forms, as detailed in Section 5.19 of the WBKC Disclosure Schedule. WBKC agrees to amend the LTIPs effective as soon as administratively feasible after the date of this Agreement to: (i) delete the provisions which permit the election of subsequent voluntary deferral periods (including the subsequent deferral of any installment payments); (ii) prohibit WBKC, Horizon or any affiliate or successor from terminating the LTIPs and/or accelerate the timing of payments thereunder without participant consent; and (iii) permit current LTIP and the award agreement governing the grant. Employee was approved owners to make deemed investment elections for a 2014 LTI grant amounts payable under the 2013 AIG LTIP LTIPs (with the investment options of PSUscash or Horizon common stock), including amounts previously credited to the Stock Units Accounts under the LTIPs (subject to the ability of Horizon to override the investment elections at its sole discretion). After Horizon and WBKC agree that all amounts payable under the end LTIPs as of the 2014Closing Date will be maintained by Horizon or any affiliate or successor in a separate irrevocable grantor trust (which shall meet the requirements of Internal Revenue Service Revenue Procedure 92-2016 performance period65, as amended or superseded from time to time), the CMRC will approve an earnout percentage (between 0-150%) that applies to trustee of which grantor trust shall be determined by Horizon at the grant made to each participant. The final performance percentage approved by the CMRC Effective Time, and all payments due under such LTIPs will be applied to Employee’s target grant. Employee’s performance-adjusted PSUs will be delivered in three tranches, in AIG stock (although the Company reserves the right to pay in cash), at the normal delivery dates, made from such trust in accordance with the terms LTIPs and applicable election forms, provided that the current owners of the LTIP and LTIPs shall be provided the award agreement governing the grant. Employee was approved for a 2015 LTI grant opportunity to make deemed investment elections applicable to amounts payable under the 2013 AIG LTIP of PSUs. After LTIPs following the end completion of the 2015-2017 performance period, the CMRC will approve an earnout percentage (between 0-150%) that applies to the grant made to each participant. The final performance percentage approved by the CMRC will be applied to Employee’s target grant. Employee’s performance-adjusted PSUs will be delivered in three tranches, in AIG stock (although the Company reserves the right to pay in cash), at the normal delivery dates, in accordance with the terms of the LTIP and the award agreement governing the grantMerger.] The next scheduled LTIP award payout for each LTIP grant, if any, may be reduced by the FICA and Medicare withholdings required in connection with all remaining awards under that particular LTIP grant, to the extent required by the US Tax Code. Any long term incentive compensation paid to Employee is subject to the AIG Clawback Policy as amended from time to time.

Long-Term Incentive Plans. For purposes of the AIG Long Term Incentive Plan (“LTIP”), Employee’s termination will be considered a termination without Cause (as defined in the LTIP) as of the Termination Date, and Employee shall retain any rights that Employee may have under the LTIP for payment of awards under a termination without Cause. [Insert as applicable based on Employee’s outstanding LTIP awards: Employee was approved for a grant under the 2013 AIG LTIP of Performance Share Units (“PSUs”). Under the termination rules of the 2013 AIG LTIP, if a participant is terminated without Cause, the grant will immediately vest. After the end of the 2013-2015 performance period, the CMRC will approve an earnout percentage (between 0-150%) that applies to the grant made to each participant. The final performance percentage approved by the CMRC will be applied to Employee’s target grant. Employee’s performance-adjusted PSUs will be delivered in three tranches, in AIG stock (although the Company reserves the right to pay in cash), at the normal delivery dates, in accordance with the terms of the LTIP and the award agreement governing the grantLTIP. Employee was approved for a 2014 LTI grant under the 2013 AIG LTIP of PSUs. After the end of the 2014-2016 performance period, the CMRC will approve an earnout percentage (between 0-150%) that applies to the grant made to each participant. The final performance percentage approved by the CMRC will be applied to Employee’s target grant. Employee’s performance-adjusted PSUs will be delivered in three tranches, in AIG stock (although the Company reserves the right to pay in cash), at the normal delivery dates, in accordance with the terms of the LTIP and LTIP. As required by the award agreement governing the grant. Employee was approved for a 2015 LTI grant under the 2013 AIG LTIP of PSUs. After the end of the 2015-2017 performance periodUS Tax Code, the CMRC will approve an earnout percentage (between 0-150%) that applies to the grant made to each participant. The final performance percentage approved by the CMRC will be applied to Employee’s target grant. Employee’s performance-adjusted PSUs will be delivered in three tranches, in AIG stock (although the Company reserves the right to pay in cash), at the normal delivery dates, in accordance with the terms of the LTIP and the award agreement governing the grant.] The next scheduled LTIP award payout for each LTIP grant, if any, may will be reduced by the FICA and Medicare withholdings required in connection with all remaining awards under that particular LTIP grant, to the extent required by the US Tax Code. Any long term incentive compensation paid to Employee is subject to the AIG Clawback Policy as amended from time to time.

Long-Term Incentive Plans. For purposes of the AIG Long Term Incentive Plan Plans (“LTIP”), Employee’s termination will be considered a termination without Cause (as defined in the LTIP) as of the Termination Date, and Employee shall retain any rights that Employee may have under the LTIP for payment of awards under a termination without Cause. [Insert as applicable based on All of the Employee’s outstanding LTIP awards: Employee was approved for a grant long-term incentive awards have been granted under the 2013 AIG LTIP of Performance Share Units (“PSUs”)LTIP. Under the termination rules of the 2013 AIG LTIP, if a participant is terminated without Cause, the grant will immediately vest. After the end of the 2013-2015 performance period, the CMRC will approve an earnout percentage (between 0-150%) that applies to the grant made to each participant. The final performance percentage approved by the CMRC will be applied to Employee’s target grantoutstanding LTI awards under the LTIP are fully vested. Employee’s performance-adjusted PSUs earned Performance Share Units (“PSUs”), and RSUs will be delivered at the normal delivery dates, in accordance with the terms of the LTIP and the award agreements governing the grants, as applicable. Stock Options, if any, are fully vested and will remain exercisable for three years following Employee’s date of termination. Employee was approved for a 2017 continuity award grant under the LTIP of RSUs (“Continuity RSUs”). Under the termination rules of the award agreement governing the grant, if a participant is terminated without Cause, the grant will immediately vest and become payable. Employee’s Continuity RSUs will be delivered in three tranchesone tranche, in AIG stock (although the Company reserves the right to pay in cash), at as soon as practicable following the normal delivery datesEffective Date. The Company is required to withhold FICA taxes (including Social Security and Medicare taxes) for US employees within the calendar year that the RSU and/or PSU awards are earned and vested, even though these awards may have not yet been delivered. Subject to and in accordance with the terms Section 409A of the LTIP Code, AIG will withhold shares from Employee’s outstanding earned and vested LTI awards to cover Employee’s FICA tax obligation for these awards. This withholding will cover the award agreement governing the grant. Employee was approved for a 2014 LTI grant under the 2013 AIG LTIP of PSUs. After the end of the 2014-2016 performance periodfull FICA obligation related to these awards, the CMRC will approve an earnout percentage (between 0-150%) that applies to the grant made to each participant. The final performance percentage approved by the CMRC and no further FICA will be applied withheld once these shares are subsequently delivered to Employee’s target grant. Employee’s performance-adjusted PSUs will be delivered in three tranches, in AIG stock (although the Company reserves the right to pay in cash), at the normal delivery dates, in accordance with the terms of the LTIP and the award agreement governing the grant. Employee was approved for a 2015 LTI grant under the 2013 AIG LTIP of PSUs. After the end of the 2015-2017 performance period, the CMRC will approve an earnout percentage (between 0-150%) that applies to the grant made to each participant. The final performance percentage approved by the CMRC will be applied to Employee’s target grant. Employee’s performance-adjusted PSUs will be delivered in three tranches, in AIG stock (although the Company reserves the right to pay in cash), at the normal delivery dates, in accordance with the terms of the LTIP and the award agreement governing the grant.] The next scheduled LTIP award payout for each LTIP grant, if any, may be reduced by the FICA and Medicare withholdings required in connection with all remaining awards under that particular LTIP grant, to the extent required by the US Tax Code. Any long term incentive compensation paid to Employee is subject to the AIG Clawback Policy as amended from time to timein effect on the date hereof.