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 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 12.1 During the Employment, the Employee will be eligible to participate in the Xxxx Elsevier Group plc Bonus Investment Plan 2010 (BIP 2010) for so long as the Company continues to operate it, in respect of up to 100% of his target bonus opportunity (net of tax), in accordance with the rules of the AIG Long BIP 2010. 12.2 The Employee has received a performance share award in 2010 and is eligible to be granted a matching share award in 2012, in each case subject to and in accordance with the rules of the Xxxx Elsevier Group plc Growth Plan (2010 Growth Plan) 12.3 During the Employment, the Employee shall be eligible to participate in such other Long-Term Incentive Plans in place from time to time for senior executives of the Group (except to the extent the Employee is participating in comparable arrangements through a directors only arrangement, although the Company will not necessarily make awards under its Long-Term Incentive Plans every year). Although the level of any award will be a matter for the Remuneration Committee to determine, it is the Company’s expectation that the Employee would receive annual awards under applicable Long-Term Incentive Plans with an at-target benefit of 2.5 times the Employee’s salary. 12.4 The Employee acknowledges that his participation in any Long-Term Incentive Plan (“LTIP”including, but not limited to, the BIP 2010, the 2010 Growth Plan, the Xxxx Elsevier Group plc Long-Term Incentive Share Option Scheme 2003, the Xxxx Elsevier Group plc Bonus Investment Plan 2003 and the Xxxx Elsevier Group plc Share Option Scheme 2003), Employee’s termination will be considered a termination without Cause (as defined in and his rights with respect to options or awards under any such plan, are governed by the LTIP) as terms 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 participantrelevant plan rules. The final performance percentage approved Employee further acknowledges that: (i) should he breach any of his obligations under clauses 21 or 22 of this Agreement, any gains realised by the CMRC will him from exercise or vesting of options or awards granted under any such Long-Term Incentive Plan may be applied subject to Employee’s target grant. Employee’s performanceclaw-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, back in accordance with the terms of the LTIP and the award agreement governing the grant. Employee was approved relevant plan rules; and (ii) if his employment ends because of, for a 2014 LTI grant under the 2013 AIG LTIP of PSUs. After the end of the 2014-2016 performance periodexample, 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 performanceresignation (other than in circumstances of constructive dismissal or circumstances that the Remuneration Committee determines in its discretion to constitute retirement) or his summary termination pursuant to clause 18.2, any rights he might otherwise have had to any options or awards under any such Long-adjusted PSUs will Term Incentive Plan may be delivered in three tranches, in AIG stock (although the Company reserves the right subject to pay in cash), at the normal delivery dates, lapse or forfeiture 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 grantrelevant plan rules.] 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 2.1 The Executive shall be eligible at the discretion of the AIG Long Term Incentive Company or the Parent to participate in Executive Share Awards (ESAs) granted under the WPP Group plc Restricted Stock Plan or any such plan introduced by the Company to replace the WPP Group plc Restricted Stock Plan (in either case referred to in this Agreement as “RSP”) and the WPP Leadership Equity Acquisition Plan (“LTIPLEAP”), Employee’s termination will . 2.2 The Executive shall be considered a termination without Cause (as defined in eligible to be granted ESAs at the LTIP) as discretion of the Termination DateCompany or the Parent under the RSP as an annual award with an annual grant equal to the aggregate of 100% of his Base Salary and Director’s Fee from time to time payable under this Agreement and the Appointment Letter. The grant of ESAs to the Executive in any particular year shall be dependent upon the financial performance of the Company over the previous year and subject to the approval of the Compensation Committee. ESAs granted pursuant to this paragraph shall, unless the Compensation Committee determines otherwise, and Employee shall retain any rights that Employee may have under subject to 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 LTIPRSP as amended by this Agreement require that the Executive remain in employment for a period of two years after the grant of the ESA (the “retention period”). 2.3 The Executive has been made awards under the 2004 Leadership Equity Acquisition Plan (“LEAP”) and subject to the discretion of the Compensation Committee he shall be entitled to further annual awards under LEAP or any successor plan to LEAP. 2.4 Subject clauses 2.5 and 2.6 below, the entitlement of the Executive under the RSP and LEAP if a participant this Agreement is terminated without Causeby either the Company or the Executive shall be governed by the rules of the RSP and LEAP as the case may be. 2.5 In the event that the Executives under notice or has been given notice of termination, the grant will immediately vest. After pursuant to clause 3, subject always to such notice not having expired prior to the end of the 2013-2015 performance retention period, the CMRC will approve an earnout percentage (between 0-150%) that applies then in relation to the grant made ESAs, the Executive shall be entitled to each participant. The final performance percentage approved receive in full the benefit applicable to those ESAs on the basis referred to in clauses 2.1 and 2.2 above. 2.6 In the event that the Company shall give notice under the provisions of clause 3.1, then in relation to the ESAs which were held by the CMRC will Executive but which lapse following the service of notice under Clause 3.1, the Executive shall be applied entitled to Employee’s target grant. Employee’s performance-adjusted PSUs will be delivered receive 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 cash a prorated proportion of the LTIP and benefit to which he would otherwise have been entitled, had no such notice been given during that retention period which shall be calculated on the award agreement governing the grant. Employee was approved for a 2014 LTI grant under the 2013 AIG LTIP of PSUs. After the end basis of the 2014-2016 performance period, number of months which the CMRC will approve an earnout percentage Executive would have remained in employment (between 0-150%counted from 12 months before the date of grant of that ESA) that applies to had he remained in employment until 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 expiry of the LTIP and said notice bears to thirty six. IN WITNESS the award agreement governing the grant. Employee was approved for a 2015 LTI grant under the 2013 AIG LTIP of PSUs. After the end hands of the 2015-2017 performance periodparties the day and year first hereinbefore written. By: Assistant Secretary By: 30 April 2009. By setting forth my signature below, I agree that my Agreement shall be amended in the CMRC will approve an earnout percentage (between 0-150%) that applies to the grant made to each participantmanner set forth below, effective January 1, 2009. 1. The final performance percentage approved As determined 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 grantyour employer, to the extent any provision of your Agreement, or any other agreement with your employer, constitutes a “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(l) of the Internal Revenue Code of 1986, as amended (the “Code”), which provides payments to you upon your “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Code, and you are a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such separation, then any such payment shall commence on the date that is six months after the date of your separation from service and any amounts withheld during such six-month period shall be paid once benefits commence. The right to a series of installment payments hereunder is treated as a right to a series of separate payments. Subject to the six-month delay described immediately above, severance or bridging pay will be paid in accordance with normal payroll practices following your separation from service and, if you are required to sign a release or waiver in order to receive such pay, shall be conditioned on you signing such release or waiver. 2. To the extent you are entitled to receive taxable reimbursements and/or in-kind benefits, the following provisions apply: (i) you shall receive such reimbursements and benefits for the period set forth in your Agreement and, if no such period is specified, you shall receive such reimbursements and benefits for the term of your Agreement, (ii) the amount of such reimbursements and benefits you receive in one year shall not affect amounts provided in any other year, (iii) such reimbursements must be made by the US Tax last day of the year following the year in which the expense was incurred, and (iv) such reimbursements and benefits may not be liquidated or exchanged for any other reimbursement or benefit. 3. No acceleration of any payments you are entitled to under your Agreement shall be permitted if it would cause you to incur a tax under Section 409A of the Code. 4. To the extent the provisions of your Agreement or any other nonqualified deferred compensation arrangement in which you participate may be subject to Section 409A of the Code, such provisions may be limited, construed and interpreted in accordance with Section 409A of the Code and any applicable guidance issued with respect thereto by the Department of Treasury or Internal Revenue Service. Any long term incentive provision in your Agreement or any other nonqualified deferred compensation paid arrangement in which you participate that is inconsistent with Section 409A of the Code may be deemed to Employee is subject be amended to comply with Section 409A of the Code and to the AIG Clawback Policy as extent such provision cannot be amended from time to timecomply therewith, such provision may be null and void.

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.