Peter Hancock Dear Peter:
Exhibit 99.4
Annex 2
February 8, 2010
Xxxxx Xxxxxxx
Dear Xxxxx:
American International Group, Inc. (“AIG”) has entered into a letter agreement with you, dated
February 8, 2010 (your “Letter Agreement”), which establishes your compensation and certain terms
of your employment as an Executive Vice President of AIG. In consideration of your appointment as
an Executive Vice President and the payments to be made to you under the Letter Agreement, you
agree as follows:
1. Noncompetition.
(a) Until the first anniversary of termination of your employment with AIG (the “Restricted
Period”), you agree that you will not: (1) engage in any Competitive Insurance Business for your
own account; (2) enter the employ of, or render any services to, any entity engaged in any
Competitive Insurance Business; or (3) acquire a financial interest in, or otherwise become
actively involved with, any entity engaged in any Competitive Insurance Business, directly or
indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or
consultant. Notwithstanding the foregoing, the restrictions of this paragraph shall not apply
after the termination of your employment (a) if such termination is voluntary by you without Good
Reason on or after January 1, 2013 or (b) if such termination is by AIG without Cause or by you for
Good Reason and AIG fails to make severance payments in the amount and at the rate provided under
the ESP in the case of terminations described in this clause (b) occurring at the time the Letter
Agreement is signed by you, whether or not the ESP is in effect at the time of your termination;
provided, however, that clause (b) shall not apply if you accept severance payments from AIG less
in amount than the severance payments described in this clause (b).
(b) Notwithstanding Section 1(a), you may:
(i) directly or indirectly own securities of any entity engaged in a Competitive
Insurance Business that are publicly traded on a national or regional stock exchange or on
the over-the-counter market (or options to purchase such securities) so long as you (A) are
not a controlling person of, or a member of a group that controls, the entity and (B) do
not, directly or indirectly, own two percent or more of any class of securities of the
entity;
(ii) directly or indirectly own, solely as an investment, limited partnership,
membership or similar passive interests (including, without limitation, “carried interests”)
in any private equity fund, hedge fund, investment fund or similar entity so long as during
your employment with AIG you have no participation in the management of such fund or entity
and during your employment with AIG and thereafter for the balance of the Restricted Period
you have no participation in connection with the selection, acquisition, holding, management
or disposition of any of the investments made by any such fund or entity in any Competitive
Insurance Business;
(iii) serve as an outside director on the board of any enterprise, other than a
Competitive Insurance Business, whose common securities are publicly traded on a national or
regional stock exchange or on the over-the-counter market; and
(iv) enter the employ of, or render any services to, a division, department, subsidiary
or affiliate of an entity engaged in a Competitive Insurance Business if such division,
department, subsidiary or affiliate is not itself engaged in a Competitive Insurance
Business and you do not provide services to, or have any responsibilities regarding, the
Competitive Insurance Business.
(c) The following terms have the meanings indicated:
(i) “Competitive Insurance Business” means engaging in Insurance Activities in any
geographical area in which AIG or any subsidiary does business as of the date of
determination. However, an entity will not be considered to be engaged in a Competitive
Insurance Business if it derives less than 15% of its annual consolidated revenues from
Insurance Activities. For the avoidance of doubt, any subsidiary of an entity engaging in
Competitive Insurance Business is engaged in Competitive Insurance Business.
(ii) “Insurance Activities” means any form of insurance of any kind that AIG or any
subsidiary does as of the date of determination (or at that time proposes to) underwrite,
reinsure, market or sell (any such form of insurance, an “AIG Insurance Product”) or any
other form of insurance that is marketed or sold in competition with any AIG Insurance
Product. For the avoidance of doubt, if an entity engages solely in self-insurance
activities as a part of its operations, such activities will not constitute the engagement
in Insurance Activities by the entity.
2. Nonsolicitation.
(a) Until the first anniversary of termination of your employment with AIG, you will not
directly or indirectly, without AIG’s written consent, hire, solicit or encourage to cease to work
with AIG or its subsidiaries or affiliates any Employee (other than, during your employment with
AIG, in the course of the performance of your duties).
(b) The following are not violations of Section 2(a):
(i) Your responding to an unsolicited request for an employment reference regarding any
former Employee by providing a reference setting forth your personal views about such former
Employee; and
(ii) An entity with which you are associated hires, solicits or engages any Employee
(as described in (a) above), if you do not (A) direct the solicitation or hiring of the
Employee, (B) identify the Employee as a potential recruit or (C) aid, assist or participate
in soliciting or hiring an Employee.
(c) “Employee” means any executive officer of AIG and any employee of AIG who was designated
as a “Partner” or “Senior Partner” for purposes of AIG’s Partners Plan and/or Senior Partners Plan
or whose position within AIG historically would have qualified such employee to participate in the
Partners Plan and/or the Senior Partners Plan prior to the discontinuation of those plans.
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3. Waivers. AIG will consider any request for a waiver of Section 1 or Section 2
expeditiously and reasonably (taking into account the then-current and prospective circumstances of
AIG at the time). Any waiver must be in writing to be effective.
4. Additional Terms.
(a) Conditions. In the event that AIG fails to perform its obligations, including making
severance payments, under the Executive Severance Plan in any material respect for any reason, the
provisions of Section 1 shall be held unenforceable. For the avoidance of doubt, and
notwithstanding anything in the Executive Severance Plan to the contrary, this Agreement shall
provide the sole non-competition, non-solicitation or similar restrictive covenants applicable to
you as a condition to your receipt of severance under the Executive Severance Plan and shall
constitute the sole non-competition, non-solicitation or similar restrictive covenants applicable
to you for which AIG may obtain injunctive relief or seek damages (other than forfeiture of a
specific payment or award which are contingent on complying with non-competition, non-solicitation
or similar restrictions).
(b) Reasonableness; Enforcement.
(i) You understand that the provisions of Sections 1 and 2 may limit your ability to
earn a livelihood in a business similar to the business of AIG, but you nevertheless agree
and hereby acknowledge that: (A) such provisions do not impose a greater restraint than is
necessary to protect the goodwill or other business interests of AIG; (B) such provisions
contain reasonable limitations as to time and scope of activity to be restrained; (C) such
provisions are not harmful to the general public; and (D) such provisions are not unduly
burdensome to you. In consideration of the foregoing and in light of your education, skills
and abilities, you agree that you will not assert that, and it should not be considered
that, any provisions of Sections 1 and 2 otherwise are void, voidable or unenforceable or
should be voided or held unenforceable.
(ii) It is agreed that, although you and AIG consider the restrictions contained in
Sections 1 and 2 to be reasonable, if a judicial determination is made by a court of
competent jurisdiction that the time or territory or any other restriction contained in this
letter is an unenforceable restriction against you, the provisions of the letter will not be
rendered void but will be deemed amended to apply as to such maximum time and territory and
to such maximum extent as such court may judicially determine or indicate to be enforceable.
Alternatively, if any court of competent jurisdiction finds that any restriction contained
in this letter is unenforceable and the restriction cannot be amended so as to make it
enforceable, the finding will not affect the enforceability of any of the other enforceable
restrictions contained herein.
(iii) You agree that AIG’s remedies at law for a breach or threatened breach of any of
the provisions of Sections 1 and 2 would be inadequate, and, in recognition of this fact,
you agree that, in the event of such a breach or threatened breach, in addition to any
remedies at law, AIG, without posting any bond, will be entitled to obtain equitable relief
in the form of specific performance, temporary restraining order, temporary or permanent
injunction or any other equitable remedy which may then be available.
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(c) GOVERNING LAW. THIS LETTER WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
(d) Survival. Except as provided herein, the provisions of this letter, including Sections 1
and 2, will survive any termination of your employment with AIG and/or any delivery or forfeiture
of your compensation.
***
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| Sincerely, American International Group, Inc. |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| I agree with and accept the foregoing terms. |
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| Xxxxx Xxxxxxx | ||||
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