Exhibit 10.1
AMERICAN INTERNATIONAL GROUP, INC.
SPECIAL RSU AWARD AGREEMENT
This SPECIAL RSU AWARD AGREEMENT (this "Award Agreement") sets forth the
terms and conditions of an award (this "Award") of restricted stock units
("RSUs") granted to XXXXXX X. XXXXXXXXX under the AMERICAN INTERNATIONAL GROUP,
INC. AMENDED AND RESTATED 2002 STOCK INCENTIVE PLAN (the "Plan").
1. The Plan. This Award is made pursuant to the Plan, the terms of which
are incorporated in this Award Agreement. Capitalized terms used in this Award
Agreement that are not defined in this Award Agreement, or in the attached
Glossary of Terms, have the meanings as used or defined in the Plan.
2. Award. The number of RSUs subject to this Award is 23,780. Each RSU
constitutes an unfunded and unsecured promise of AIG to deliver (or cause to be
delivered) to you, subject to the terms of this Award Agreement, one share of
Common Stock (the "Share" or the "Shares" as the context requires) (or cash
equal to the Fair Market Value thereof) on the Delivery Date as provided herein.
Until such delivery, you have only the rights of a general unsecured creditor
and no rights as a shareholder, of AIG. THIS AWARD IS SUBJECT TO ALL TERMS,
CONDITIONS AND PROVISIONS OF THE PLAN AND THIS AWARD AGREEMENT, INCLUDING,
WITHOUT LIMITATION, THE ARBITRATION AND CHOICE OF FORUM PROVISIONS SET FORTH IN
PARAGRAPH 15.
3. Vesting and Delivery.
(a) Vesting. Except as provided in this Paragraph 3 and in Paragraphs 4 and
6, you shall become vested in the RSUs on January 12, 2010 (the "Vesting Date").
Unless the Committee determines otherwise, and except as provided in Paragraph
6, if your Employment terminates for any reason prior to the Vesting Date, your
rights in respect of all of your RSUs shall terminate, and no Shares (or cash)
shall be delivered in respect of such RSUs.
(b) Delivery. Except as provided in this Paragraph 3 and in Paragraphs 4,
6, 8 and 9, and unless your RSUs have previously terminated, the Shares
underlying the RSUs shall be delivered on the Vesting Date (the "Delivery
Date"). The Company may, at its option, deliver cash in lieu of all or any
portion of the Shares otherwise deliverable on the Delivery Date. Such cash
payment shall equal the product of the number of Shares to be delivered on the
Delivery Date and the Fair Market Value of one Share of Common Stock on the
Delivery Date. You shall be deemed the beneficial owner of the Shares at the
close of business on the Delivery Date and shall be entitled to any dividend or
distribution that has not already been made with respect to such Shares if the
record date for such dividend or distribution is after the close of business on
the Delivery Date.
(c) Death. Notwithstanding any other provision of this Award Agreement, if
you die prior to the Delivery Date, and provided your rights in respect of your
RSUs have not previously terminated, the Shares (or cash in lieu of all or any
part thereof) corresponding to your outstanding RSUs shall be delivered to the
representative of
your estate as soon as practicable after the date of death and after such
documentation as may be requested by the Committee is provided to the Committee.
(d) Elective Deferral. Notwithstanding Section 3(b), you may irrevocably
elect to defer Delivery Date until the date that is the 6 months after
termination of your Employment. If you wish to make this irrevocable election,
you must notify AIG in writing within 15 days of the Date of Grant. On your
valid election, the references to the term "Delivery Date" for purposes of this
Award Agreement shall be deemed to be to the date that is the 6 months after
termination of your Employment.
4. Termination of RSUs and Non-Delivery of Shares.
(a) Unless the Committee determines otherwise, and except as provided in
Paragraphs 3(c) and 6, your rights in respect of your outstanding RSUs shall
immediately terminate, and no Shares (or cash) shall be delivered in respect of
such unvested RSUs, if at any time prior to the Vesting Date your Employment
with the Company terminates for any reason, or you are otherwise no longer
actively Employed by the Company. For avoidance of doubt, a non-renewal of your
Employment Agreement with AIG, dated as of June 27, 2005, as well as your
involuntary or good reason termination with severance under the terms of your
Employment Agreement before the Vesting Date shall not cause accelerated vesting
of the RSUs unless the Committee determines otherwise.
(b) Unless the Committee determines otherwise, and except as provided in
Paragraph 6, your rights in respect of all of your RSUs (whether or not vested)
shall immediately terminate, and no Shares (or cash) shall be delivered in
respect of such RSUs, if at any time prior to the Delivery Date:
(i) you attempt to have any dispute under this Award Agreement or the
Plan resolved in any manner that is not provided for by Paragraph 15;
(ii) any event that constitutes Cause has occurred;
(iii) you have violated any of the covenants set forth in Annex A to
this Award Agreement;
(iv) AIG is required to prepare an accounting restatement due to
material noncompliance of AIG, as result of your misconduct (as determined
by the Committee), with any financial reporting requirement under the
securities laws; or
(v) you fail to certify to AIG, in accordance with procedures
established by the Committee, with respect to the Delivery Date that you
have complied, or the Committee determines that you have failed as of the
Delivery Date to comply, with all of the terms and conditions of this Award
Agreement. By accepting the delivery of Shares (or cash) under this Award
Agreement, you shall be deemed to have represented and certified at such
time that you have complied with all the terms and conditions of this Award
Agreement.
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(c) Unless the Committee determines otherwise, if the Delivery Date in
respect of any of your outstanding RSUs occurs, and Shares (or cash) with
respect to such outstanding RSUs would be deliverable under the terms and
conditions of this Award Agreement, except that you have not complied with the
conditions or your obligations under Paragraph 4(b)(v), all of your rights with
respect to your outstanding RSUs shall terminate no later than the Delivery Date
for such Shares.
5. Repayment. If, within three years following the delivery of Shares (or
cash), the Committee determines that all terms and conditions of this Award
Agreement in respect of such delivery were not satisfied, the Company shall be
entitled to receive, and you shall be obligated to pay the Company immediately
upon demand therefor, the Fair Market Value of the Shares (determined as of the
Delivery Date) and the amount of cash (to the extent that cash was delivered in
lieu of Shares) delivered with respect to the Delivery Date, without reduction
for any Shares (or cash) applied to satisfy withholding tax or other obligations
in respect of such Shares (or cash). For the avoidance of doubt, nothing in this
Paragraph 5 is intended to limit, and this Award Agreement and any Shares (or
cash delivered in lieu of Shares) are subject to, any rights of the Company
under Section 304 of the Xxxxxxxx-Xxxxx Act of 2002.
6. Disability. Notwithstanding any other provision of this Award Agreement,
if your Employment with the Company is terminated by reason of Disability, and
provided your rights in respect of your RSUs have not previously terminated, the
Shares (or cash in lieu of all or any part thereof) corresponding to your
outstanding RSUs shall be delivered to you as soon as practicable after the date
of Disability and after such documentation as may be requested by the Committee
is provided to the Committee.
7. Non-transferability. Except as otherwise may be provided by the
Committee, the limitations set forth in Section 3.4 of the Plan shall apply. Any
assignment in violation of the provisions of this Paragraph 7 shall be null and
void.
8. Withholding, Consents and Legends.
(a) The delivery of Shares is conditioned on your satisfaction of any
applicable withholding taxes (in accordance with Section 3.2 of the Plan).
(b) Your rights in respect of your RSUs are conditioned on the receipt to
the full satisfaction of the Committee of any required consents (as defined in
Section 3.3 of the Plan) that the Committee may determine to be necessary or
advisable (including, without limitation, your consenting to deductions from
your wages, or another arrangement satisfactory to the Committee, to reimburse
the Company for advances made on your behalf to satisfy withholding and other
tax obligations in connection with this Award).
(c) AIG may affix to Certificates representing Shares issued pursuant to
this Award Agreement any legend that the Committee determines to be necessary or
advisable (including to reflect any restrictions to which you may be subject
under a separate agreement with AIG). AIG may advise the transfer agent to place
a stop transfer order against any legended Shares.
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9. Right of Offset. The Company shall have the right to offset against the
obligation to deliver Shares (or cash) under this Award Agreement any
outstanding amounts (including, without limitation, travel and entertainment or
advance account balances, loans, or amounts repayable to the Company pursuant to
tax equalization, housing, automobile or other employee programs) you then owe
to the Company and any amounts the Committee otherwise deems appropriate.
10. No Rights to Continued Employment. Nothing in this Award Agreement or
the Plan shall be construed as giving you any right to continued Employment by
the Company or affect any right that the Company may have to terminate or alter
the terms and conditions of your Employment.
11. Successors and Assigns of AIG. The terms and conditions of this Award
Agreement shall be binding upon, and shall inure to the benefit of, AIG and its
successor entities (as defined in Section 3.6 of the Plan.)
12. Committee Discretion. The Committee shall have full discretion with
respect to any actions to be taken or determinations to be made in connection
with this Award Agreement, and its determinations shall be final, binding and
conclusive.
13. Amendment. The Committee reserves the right at any time to amend the
terms and conditions set forth in this Award Agreement, and the Board may amend
the Plan in any respect; provided, that, notwithstanding the foregoing and
Sections 1.3.1(i), 1.3.1(ii) and 3.1 of the Plan, no such amendment shall
materially adversely affect your rights and obligations under this Award
Agreement without your consent. Any amendment of this Award Agreement shall be
in writing signed by an authorized member of the Committee or a person or
persons designated by the Committee.
14. Adjustment. In the event of a recapitalization, stock split, stock
dividend, combination or exchange of shares, merger, consolidation, rights
offering, separation, reorganization or liquidation, or any other change in the
corporate structure or the Shares, subsequent to the date of the Date of Grant,
the Committee or the Board shall make such equitable adjustments, designed to
protect dilution or enlargement of rights, as it may deem appropriate, in the
number and kind of Shares covered by the RSUs subject to this Award Agreement.
15. Arbitration; Choice of Forum.
(a) Any dispute, controversy or claim between the Company and you, arising
out of or relating to or concerning the Plan or this Award Agreement, shall be
finally settled by arbitration in New York City before, and in accordance with
the rules then obtaining of, the New York Stock Exchange, Inc. (the "NYSE") or,
if the NYSE declines to arbitrate the matter (or if the matter otherwise is not
arbitrable by it), the American Arbitration Association (the "AAA") in
accordance with the commercial arbitration rules of the AAA. Prior to
arbitration, all claims maintained by you must first be submitted to the
Committee in accordance with claims procedures determined by the Committee. This
Paragraph is subject to the provisions of Paragraphs 15(b) and (c) below.
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(b) THE COMPANY AND YOU HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE
JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE CITY OF NEW YORK OVER
ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING THE
PLAN OR THIS AWARD AGREEMENT THAT IS NOT OTHERWISE ARBITRATED OR RESOLVED
ACCORDING TO PARAGRAPH 14(a) OF THIS AWARD AGREEMENT. This includes any suit,
action or proceeding to compel arbitration or to enforce an arbitration award.
The Company and you acknowledge that the forum designated by this Paragraph
15(b) has a reasonable relation to the Plan, this Award Agreement, and to your
relationship with the Company. Notwithstanding the foregoing, nothing herein
shall preclude the Company from bringing any action or proceeding in any other
court for the purpose of enforcing the provisions of this Paragraph 15.
(c) The agreement by you and the Company as to forum is independent of the
law that may be applied in the action, and you and the Company agree to such
forum even if the forum may under applicable law choose to apply non-forum law.
You and the Company hereby waive, to the fullest extent permitted by applicable
law, any objection which you or the Company now or hereafter may have to
personal jurisdiction or to the laying of venue of any such suit, action or
proceeding in any court referred to in Paragraph 15(b). You and the Company
undertake not to commence any action, suit or proceeding arising out of or
relating to or concerning this Award Agreement in any forum other than a forum
described in this Paragraph 15. You and (subject to the last sentence of
Paragraph 15(a)) the Company agree that, to the fullest extent permitted by
applicable law, a final and non-appealable judgment in any such suit, action or
proceeding in any such court shall be conclusive and binding upon you and the
Company.
(d) You irrevocably appoint the Secretary of AIG as your agent for service
of process in connection with any action, suit or proceeding arising out of or
relating to or concerning this Award Agreement which is not arbitrated pursuant
to the provisions of Paragraph 15(a), who shall promptly advise you of any such
service of process.
(e) You hereby agree to keep confidential the existence of, and any
information concerning, a dispute described in this Paragraph 15, except that
you may disclose information concerning such dispute to the arbitrator or court
that is considering such dispute or to your legal counsel (provided that such
counsel agrees not to disclose any such information other than as necessary to
the prosecution or defense of the dispute).
(f) You recognize and agree that prior to the grant of this Award you have
no right to any benefits hereunder. Accordingly, in consideration of the receipt
of this Award, you expressly waive any right to contest the amount of this
Award, terms of this Award Agreement, any determination, action or omission
hereunder or under the Plan by the Committee, AIG or the Board, or any amendment
to the Plan or this Award Agreement (other than an amendment to which your
consent is expressly required by Paragraph 13) and you expressly waive any claim
related in any way to the Award including any claim based on any promissory
estoppel or other theory in connection with this Award and your Employment with
the Company.
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16. Governing Law. THIS AWARD SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.
17. Headings. The headings in this Award Agreement are for the purpose of
convenience only and are not intended to define or limit the construction of the
provisions hereof.
18. Acceptance of Terms. This Award Agreement will become null and void,
your rights in respect of all of your RSUs shall terminate, and no Shares (or
cash) shall be delivered in respect of such RSUs unless you accept and agree to
the terms of this Award Agreement in accordance with the letter agreement to
which this Award Agreement is attached within 3 days of the Date of Grant.
IN WITNESS WHEREOF, AMERICAN INTERNATIONAL GROUP, INC. has caused this
Award Agreement to be duly executed and delivered as of the Date of Grant.
AMERICAN INTERNATIONAL GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
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Title: President and Chief Executive
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Officer
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Date of Grant: January 6, 2006
(subject to Section 18)
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GLOSSARY OF TERMS
Solely for purposes of this award of RSUs, the following terms shall have
the meanings set forth below. Capitalized terms not defined in this Glossary of
Terms shall have the meanings as used or defined in the applicable Award
Agreement or the Plan.
"Cause" means your willful and continued failure to perform substantially
your duties with the Company (other than any such failure resulting from your
incapacity due to physical or mental illness) for a period of 10 days after a
written demand for substantial performance is delivered to you by the Board,
which specifically identifies the manner in which the Board believes that you
have not substantially performed your duties, (ii) your willful malfeasance or
willful misconduct that results in substantial damage to the Company, (iii) your
willful and material violation of a material provision of the Company's Code of
Conduct or the Director, Executive Officer and Senior Financial Officer Code of
Business Conduct and Ethics, as such codes of conduct may be in effect from time
to time, or other policies regarding behavior of employees or (iv) conviction
of, or entry of a plea of guilty or no contest by you with respect to, a felony
or any lesser crime of which fraud or dishonesty is a material element. For
purposes of this definition, no act or failure to act on your part shall be
considered "willful" unless it is done, or omitted to be done, by you in bad
faith or without reasonable belief that your action or omission was in the best
interests of the Company. Any act, or failure to act, based upon authority given
pursuant to a resolution duly adopted by the Board or upon the instructions of
the Board or the Chief Executive Officer of the Company or based upon the advice
of counsel for the Company shall be conclusively presumed to be done, or omitted
to be done, by you in good faith and in the best interests of the Company. The
Committee shall have the authority in its sole discretion to waive the
consequences under the Plan or any Award Agreement of the existence or
occurrence of any of the events, acts or omissions constituting "Cause."
"Competitive Business" means any person or entity (including any joint
venture, partnership, firm, corporation or limited liability company) that
engages in or proposes to engage in the following activities in any geographical
area in which the Company does business: (i) the property and casualty insurance
business, including commercial insurance, business insurance, personal insurance
and specialty insurance; (ii) the life and accident and health insurance
business; (iii) the underwriting, reinsurance, marketing or sale of (but not
brokerage of) (A) any form of insurance of any kind that the Company as of such
date does, or proposes to, underwrite, reinsure, market or sell (any such form
of insurance, a "Company Insurance Product"), or (B) any other form of insurance
that is marketed or sold in competition with any Company Insurance Product; (iv)
retirement services and mutual funds services; or (v) any other business that as
of such date is a direct and material competitor of one of the Company's
principal businesses.
"Disability" means "permanent disability" as defined in the American
International Group, Inc. Group Long - Term Insurance Policy as in effect on the
Date of Grant.
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ANNEX A
RESTRICTIVE COVENANTS
Pursuant to Section 4(b) of the Award Agreement, you agree that your rights
in respect of all of your RSUs (whether or not vested) shall immediately
terminate, and no Shares (or cash) shall be delivered in respect of such RSUs,
if at any time prior to the Delivery Date:
(A) You directly or indirectly, (i) engage in any Competitive Business
for your own account, (ii) enter the employ of, or render any services to,
any person engaged in any Competitive Business, (iii) acquire a financial
interest in, or otherwise become actively involved with, any person engaged
in any Competitive Business, directly or indirectly, as an individual,
partner, shareholder, officer, director, principal, agent, trustee or
consultant, or (iv) interfere with business relationships (whether formed
before or after March 14, 2005) between the Company and customers or
suppliers of, or consultants to, the Company; provided that you may (a)
directly or indirectly, own, solely as an investment, securities of any
person engaged in the business of the Company which are publicly traded on
a national or regional stock exchange or on the over-the-counter market if
you (x) are not a controlling person of, or a member of a group which
controls, such person and (y) do not, directly or indirectly, own one
percent (1%) or more of any class of securities of such person, and (b)
following termination of your employment, be employed by or provide
services to, any private equity firm or hedge fund, so long as you have no
participation whatsoever in any fund invested in any business described in
clauses (i)- (iii) of the definition of Competitive Business;
(B) (i) You, directly or indirectly, without the Company's written
consent, solicit or encourage to cease to work with the Company any person
who holds a position that is designated as a "senior partner" or "partner"
for purposes of eligibility to participate in any deferred compensation
profit participation program of the Company (or any similar designation in
any successor or substitute plan or program (each, a "DCPPP Senior Partner"
or "Partner"), any employee holding the title of Vice President or higher
of the Company or any business unit of the Company, or any employee
designated by the Company as a "core employee" or a similar designation (a
"Key Employee") or any consultant whose primary business activity consists
of providing services to the Company ("Key Consultant") or who was a Key
Employee of or Key Consultant then under contract with the Company within
the six (6) month period preceding such activity or (ii) you, without the
Company's written consent, directly or indirectly hire any person who is or
who was, within the six (6) month period preceding such activity, a DCPPP
Senior Partner or Partner;
(C) You issue, circulate, publish or utter any false or disparaging
statements, remarks or rumors about the Company or the officers, directors
or managers of the Company other than to the extent reasonably necessary in
order to (i) assert a bona fide claim against the Company arising out of
your Employment, or (ii) respond in a truthful and appropriate manner to
any legal
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process or give truthful and appropriate testimony in a legal or regulatory
proceeding; or
(D) You, without the prior written consent of the Company, use,
divulge, disclose or make accessible to any other person, firm,
partnership, corporation or other entity, any "Confidential Information"
(as defined below) except while employed by the Company, in furtherance of
the business of and for the benefit of the Company, or any "Personal
Information" (as defined below); provided that you may disclose such
information when required to do so by a court of competent jurisdiction, by
any governmental agency having supervisory authority over the business of
the Company and/or its affiliates, as the case may be, or by any
administrative body or legislative body (including a committee thereof)
with jurisdiction to order you to divulge, disclose or make accessible such
information; provided, further, that in the event that you are ordered by a
court or other government agency to disclose any Confidential Information
or Personal Information, you shall (i) promptly notify the Company of such
order, (ii) at the written request of the Company, diligently contest such
order at the sole expense of the Company as expenses occur, and (iii) at
the written request of the Company, seek to obtain, at the sole expense of
the Company, such confidential treatment as may be available under
applicable laws for any information disclosed under such order. For
purposes of this Section (D), (i) "Confidential Information" shall mean non
public information concerning the financial data, strategic business plans,
product development (or other proprietary product data), customer lists,
marketing plans and other non public, proprietary and confidential
information relating to the business of the Company or its affiliates or
customers, that, in any case, is not otherwise available to the public
(other than by your breach of the terms hereof) and (ii) "Personal
Information" shall mean any information concerning the personal, social or
business activities of the officers or directors of the Company.
For purposes of this Sections (A) and (B) of this Annex, the Company shall be
construed to include the Company and its controlled affiliates.
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