Exhibit 10.1
EXPENSE ADVANCE AGREEMENT
This Agreement made this 9th day of May, 2005, between
AMERICAN INTERNATIONAL GROUP, INC., a Delaware corporation ("AIG"), and [NAME]
("Director").
WHEREAS, Section 145 of the General Corporation Law of
Delaware authorizes AIG to indemnify any officer, director, employee or agent,
in accordance with the provisions of such Section, any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director,
officer, employee or agent of a corporation, or is or was serving at the request
of such corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, in accordance with the provisions of said
Section, and to pay, in advance of the final disposition of any such action,
suit or proceeding, the expenses (including attorneys' incurred by such
individual, in accordance with the provisions of said Section 145; and
WHEREAS, AIG wishes to obligate itself to advance such
expenses to the Director under the circumstances contemplated by this Agreement
and the Director wishes to have AIG so obligate itself as a condition to the
Director continuing to serve on the Board of Directors of AIG; and
WHEREAS, the Board of Directors of AIG has authorized and
directed the proper officers of AIG to enter into this Agreement in the name of
or on behalf of AIG.
NOW, THEREFORE, in consideration of the premises, the
agreements herein set forth, and other good and valuable consideration, the
parties hereby agree as follows:
1. AIG will pay, in advance of the final disposition of any
action, suit or proceeding described in this paragraph, to the fullest extent
authorized by Section 145 of the General Corporation Law of Delaware ("Section
145"), expenses (including attorneys' fees) actually and reasonably incurred by
the Director in the event that at any time he is or was a party or is threatened
to be made a party to any threatened, pending, or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that the Director is or was a director, officer, employee or agent
of AIG, or is or was serving at the request of AIG as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, subject to the receipt by AIG of an undertaking by or on
behalf of the Director to repay such amount if it shall ultimately be determined
that the Director is not entitled to be indemnified by AIG as authorized by
Section 145.
2. If an advancement of expenses (including attorneys' fees)
hereunder is not made within 60 days after receipt by AIG of a request therefor,
then the Director may bring an action against AIG to recover the unpaid amount
of the claim. In the event the Director is required to bring any action to
enforce rights or to collect moneys due under this Agreement, AIG shall
reimburse the Director for all of the Director's reasonable expenses (including
attorneys' fees) in bringing and pursuing such action.
3. All agreements and obligations of AIG contained herein
shall continue during the period Director is a director of AIG (or is or was
serving at the request of AIG as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, or other enterprise) and
shall continue thereafter so long as Director shall be subject to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, or investigative, by reason of the fact that the
Director was a director, officer, employee or agent of AIG, or was serving at
the request of AIG as a as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, or other enterprise.
4. No amendment, modification, termination, cancellation or
assignment of this Agreement shall be effective unless in writing signed by both
parties hereto.
5. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to
principles of conflict of laws.
IN WITNESS WHEREOF, the parties have executed this Agreement
the date first above written.
AMERICAN INTERNATIONAL GROUP, INC.
By_____________________________________
Name: Xxxxxxxx X. Xxxxxxx
Title: Senior Vice President and Secretary
________________________________________
[NAME]
May 9, 2005
UNDERTAKING FOR ADVANCEMENT OF EXPENSES
American International Group, Inc.
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx, 00000
Attention: Xxxxxxx X. Xxxxxxxxx
Chairman, Regulatory, Compliance and Legal Committee
Gentleman:
I have entered in to an Expense Advancement Agreement, dated May 9, 2005 (the
"Agreement"), with American International Group, Inc. (the "Corporation")
pursuant to which I am entitled to advancement of expenses. I understand that
the entry into of this Undertaking is a condition precedent to the Corporation's
obligations under the Agreement.
Please accept this letter as my undertaking to repay to the Corporation any
amounts paid by it under the Agreement, if it shall ultimately be determined
that I am not entitled to be indemnified by the Corporation. I agree to repay
any amounts to the Corporation within five business days of any demand therefore
and agree not to take any action that would impede, impair or hinder the
Corporation's right or ability to receive amounts owed under this Undertaking.
This Undertaking shall be governed by and construed in accordance with the laws
of the State of Delaware, without giving effect to principles of conflicts of
law.
Sincerely,
[NAME]
