Exhibit 10.4





 



AMERICAN
INTERNATIONAL GROUP, INC.


LONG TERM INCENTIVE PLAN


LTI AWARD AGREEMENT


1.    Status of Award; Defined Terms.    American International Group, Inc. (“AIG”)   has
awarded you  [performance
share units] [restricted stock units] [and]  [stock
options]   (the “Award”) pursuant to the AIG
Long Term Incentive Plan (the “Plan”)  and the [American
International Group, Inc. 2013 Omnibus Incentive Plan] [American
International Group, Inc. 2021 Omnibus Incentive Plan].  This award agreement  (“Award 
Agreement”), which sets forth the terms and conditions of your
Award, is made pursuant to the Plan and this Award and Award Agreement are
subject to the terms of the Plan.  Capitalized terms not defined in this Award
Agreement have the meanings ascribed to them in the Plan.


2.         Award.


[(a) Award of PSUs.  


(i) AIG hereby awards you the number of performance share units (“PSUs”)
specified in Schedule A (the “Target PSUs”).  [For PSU AWARDS in 2021 and thereafter:
You are also entitled to receive Dividend Equivalents in the form of cash in
accordance with the Plan.  [Only
with respect to PSU AWARDS in 2019 and 2020:
You are also entitled to receive Dividend Equivalents or Dividend Equivalent
Units on each PSU as follows, in each case in accordance with the Plan: 


 


(x) With respect to dividends declared with a
record date that occurs after the second quarter of 2021, for each Earned PSU
you are entitled to accrue Dividend Equivalents and such Dividend Equivalents
will be paid in cash in accordance with the Plan.


 


(y) With respect to dividends
declared with a record date that occurs on or after the Date of Award (as
specified in Schedule A of the Award Agreement) through the second quarter of
2021, for each Earned PSU you are entitled to accrue Dividend Equivalents Units
(as defined in the Plan) in the form of additional PSUs and such Dividend
Equivalent Units will be settled in cash equal to the fair market value of a
Share on the settlement date in accordance with the Plan.]


Each
PSU constitutes an unfunded and unsecured promise of AIG to deliver (or cause
to be delivered) one Share (or, at the election of AIG, cash equal to the Fair
Market Value thereof) in accordance with the Plan.   


(ii) The actual number of PSUs that will be earned
is subject to the Committee’s assessment of achievement based on the
Performance Measures established for the Performance Period.


(iii) After the end of the Performance Period, the
Committee will determine the percentage of your Target PSUs that will be earned
(such earned PSUs, the “Earned PSUs”).  The number of Shares
covered by your Earned PSUs may range from 0% to 200% of your Target PSUs.  Your Earned PSUs, if any, will
vest and be paid in accordance with the
schedule specified in Schedule A,  subject to earlier vesting, forfeiture or termination as
provided in accordance with the Plan. On any
payment date, the number of Shares to be issued under this Award Agreement
shall be rounded down to the nearest whole Share.] 






 


 












 





[(a)][(b)]
[Award of RSUs.   AIG hereby awards you
the number of restricted stock units (“RSUs”) specified in Schedule
A.  [For RSU aWARDS in 2021 and
thereafter: You are also entitled to receive Dividend Equivalents in
the form of cash in accordance with the Plan.  [Only with respect to RSU AWARDS in 2019 and 2020:   You are also entitled to receive Dividend Equivalents or
Dividend Equivalent Units on each RSU as follows, in each case in accordance
with the Plan: 


 


(x) With
respect to dividends declared with a record date that occurs after the second
quarter of 2021, for each RSU you are entitled to accrue Dividend Equivalents
and such Dividend Equivalents will be paid in cash in accordance with the Plan.


 


(y) With
respect to dividends declared with a record date that occurs on or after the
Date of Award (as specified in Schedule A of the Award Agreement) through the
second quarter of 2021, for each RSU you are entitled to accrue Dividend
Equivalents Units (as defined in the Plan) in the form of additional RSUs and
such Dividend Equivalent Units will be settled in Shares in accordance with the
Plan.]


Each RSU constitutes an unfunded and unsecured promise of AIG to
deliver (or cause to be delivered) one Share (or, at the election of AIG, cash
equal to the Fair Market Value thereof) in accordance with the Plan.  Until such delivery, you have only the rights of a
general unsecured creditor, and no rights as a shareholder, of AIG.  You will
earn the RSUs subject to your continued Employment throughout the Performance
Period.  Your RSUs will vest and be paid in accordance with the schedule
specified in Schedule A,  subject
to earlier vesting, forfeiture or termination as provided in accordance with
the Plan.  On any payment date, the number of
Shares to be issued under this Award Agreement shall be rounded down to the
nearest whole Share.] 


[(a)][(b)(c)]
[Award of Stock Options.   AIG
hereby awards you the number of [time-vesting] [and]  [performance-vesting] 
stock options (“Options”)  specified in Schedule A.    Each Option
represents a right to purchase one share of Common Stock of AIG, subject to the
terms and conditions set forth in the Award Agreement and the Plan. The Options
are subject to the [time-]  [and]  [performance-]  vesting and expiration
terms specified in Schedule A, subject to earlier vesting, forfeiture or
termination as provided in accordance with the Plan.


3.         Non-Disclosure.  During the term of your Employment, the Company has
permitted and will continue to permit you to have access to and become
acquainted with information of a confidential, proprietary and/or trade secret
nature.  Subject to and in addition to any confidentiality or non-disclosure
requirements to which you were subject prior to the date you electronically consent to or execute this Award Agreement, during your
Employment and any time thereafter, you agree that (i) all confidential,
proprietary and/or trade secret information received, obtained or possessed at
any time by you concerning or relating to the business, financial, operational,
marketing, economic, accounting, tax or other affairs at the Company or any
client, customer, agent or supplier or prospective client, customer, agent or
supplier of the Company will be treated by you in the strictest confidence and
will not be disclosed or used by you in any manner other than in connection
with the discharge of your job responsibilities without the prior written
consent of the Company or unless required by law, and (ii) you will not remove
or destroy any confidential, proprietary
and/or trade secret information and will return any such information in your possession,
custody or control at the end of your Employment (or earlier if so requested by
the Company).   Nothing
herein shall prevent you from making or publishing any truthful statement (a)
when required by law, subpoena or court order,
or at the request of an administrative agency or legislature, (b) in the course of any legal, arbitral, administrative, legislative or regulatory proceeding, (c) to any governmental
authority, regulatory agency or self-regulatory organization, (d) in connection
with any investigation by the Company, or (e)
where a prohibition or limitation on such communication is unlawful.


             Nothing in this Award Agreement or any AIG policy prohibits or restricts you from communicating with or responding to
any inquiry by the Securities and Exchange Commission, law enforcement, the
Equal Employment Opportunity Commission [IF
EMPLOYEE IS IN NEW YORK:, the New York State Division of Human Rights, the
New York City Commission on Civil Rights or any other local commission on human
rights, an attorney retained by you], or any
other local, state, or federal governmental or regulatory authority, or any self-regulatory organization, provided that AIG does not waive any attorney-client privilege over any
information provided by you that is appropriately covered by such privilege.


 


 




 


 


 












 





4.         Non-Solicitation.  Your Employment with the Company requires
exposure to and use of confidential, proprietary and/or trade secret information (as set forth in the above Paragraph).  Subject to and in addition to any non-solicitation requirements to which
you were subject prior to the date you electronically
consent to or execute this Award
Agreement, you agree that (i) during your Employment with the Company and any time
thereafter, you will not, directly or indirectly, on your own behalf or on behalf of any other person or entity, solicit, contact, call upon, communicate with or attempt to
communicate with any customer or client or prospective customer or client of
the Company where to do so would require the use or disclosure of confidential, proprietary and/or trade secret information, and (ii) during your
Employment with the Company and for a period of one
(1) year after Employment Terminates for any reason, you will
not, directly or indirectly, regardless of who initiates the communication, solicit, participate in the solicitation or
recruitment of, or in
any manner encourage or provide assistance to any employee, consultant, registered representative, or agent of the Company to
terminate his or her Employment or other relationship with the Company or to
leave its employ or other relationship with the Company for any engagement in
any capacity or any other person or entity.


[ALL
OR A PORTION OF SECTION 5
TO BE INSERTED AT THE DISCRETION OF THE COMMITTEE OR ITS DELEGATE]


 


5.         Non-Disparagement.  You agree that during and after your Employment with the Company,
you will not make disparaging comments about AIG or any of its subsidiaries or affiliates
or any of their officers, directors or employees to any person or entity not
affiliated with the Company.   Nothing in this Agreement  shall prevent you from making or publishing any truthful
statement (a) when required by law, subpoena or court order, or at the request of an administrative agency or
legislature (b) in the course of
any legal, arbitral. administrative,
legislative or regulatory
proceeding, (c) to any governmental authority, regulatory agency or
self-regulatory organization, (d) in connection with any
investigation by the Company, or (e) where a
prohibition or limitation on such communication is unlawful.  Moreover, nothing in this Agreement will deny
you the right to disclose information about unlawful acts in the workplace,
including, but not limited to, sexual harrassment.


 


[SECTION 6
TO BE INSERTED AT DISCRETION OF THE COMMITTEE OR ITS DELEGATE]


 


6.         Notice of Termination of Employment.  Except where local law prohibits enforcement or you
resign for Good Reason under the terms of the Plan, you agree that if you
voluntarily resign you will give at least six months’ written notice to the
Company of your voluntary Termination, which
may be working notice or non-working notice at the Company’s sole discretion
and which notice period is waivable by the
Company at the Company’s sole discretion.  This notice period provision
supersedes any conflicting notice period provision contained in the award
agreements governing your prior long-term incentive awards awarded under the
Plan.


 


 


 [SECTION 6
TO BE INSERTED AT DISCRETION OF THE COMMITTEE OR ITS DELEGATE]


 


6.           Notice of Termination of Employment.  Except where local law prohibits enforcement or you
resign for Good Reason under the terms of the Plan, you agree that if you
voluntarily resign you will give at least three months’ written notice to the
Company of your voluntary Termination, which
may be working notice or non-working notice at the Company’s sole discretion
and which notice period is waivable by the
Company at the Company’s sole discretion.  This notice period provision
supersedes any conflicting notice period provision contained in the award
agreements governing your prior long-term incentive awards awarded under the
Plan.


 


 


  [SECTION
6 TO BE INSERTED AT
DISCRETION OF THE COMMITTEE
 OR ITS DELEGATE]


6.           Notice of Termination of Employment.  You agree that:


1.         if you voluntarily resign (other than if you resign for Good Reason under the terms
of the Plan), you
will give at least three months’ written notice to the Company of your
voluntary Termination, which may be working notice or non-working notice at the Company’s
sole discretion and which notice period is waivable by the Company at the Company’s
sole discretion, except to the extent prohibited by local law; and


 




 


 


 












 





2.         if your employment is not at-will and you or the Company is
obligated to give other advance notice of a Termination by virtue of local law,
any applicable collective bargaining agreement or your employment agreement,
such notice obligation will not be affected by this provision.  As set forth in
the Executive Severance Plan (“ESP”), any severance payment paid in
accordance with the ESP will be reduced by any payment in lieu of notice paid by the Company to you, and you will cease to have
any further entitlement to notice.  


This notice period provision supersedes any conflicting notice
period provision contained in any of the award agreements governing your prior
long-term incentive awards awarded under the Plan. 


7.         Clawback/Repayment.  Notwithstanding anything to the contrary contained herein,
in consideration of the grant of this Award, you agree that you are a Covered Employee under the AIG Clawback Policy
with respect to this Award and any
payments hereunder and, accordingly, this
Award and any payments hereunder will
be subject to forfeiture and/or repayment to the extent provided for in the AIG
Clawback Policy, as in effect from time to time if it is determined that a
Covered Event (as defined in such Policy) has occurred.  With respect to this Award and any payments hereunder,
each of the following events is a “Covered
Event” for purposes of the Policy:


1.     a material
restatement of all or a portion of AIG’s financial statements occurs and the
Board or Committee determines that recovery of payments under this Award is
appropriate after reviewing all relevant facts and circumstances that
contributed to the restatement, including whether you engaged in misconduct,
and considering issues of accountability;


2.    payments
 under this Award were based on materially inaccurate financial statements or on performance
metrics that are materially inaccurately determined, regardless of whether you
were responsible for the inaccuracy;


3.    your
failure to properly identify, assess or sufficiently raise concerns about risk,
including in a supervisory role, resulted in a material adverse impact on AIG,
any of AIG’s business units or the broader financial system;


4.       any
action or omission by you constituted a material violation of AIG’s risk
policies as in effect from time to time; or  


5.         any action or omission by you resulted in material financial or reputational
harm to AIG.


8.         Entire Agreement.     The Plan is incorporated herein by reference.    This
Award Agreement, the Plan, the personalized information in Schedule A,
and such other documents as may be provided to you pursuant to this Award
Agreement regarding any  applicable service,
performance or other vesting conditions and the size of your Award, constitute the entire agreement and
understanding of the parties hereto with respect to the subject matter hereof
and supersede all prior understandings and agreements with respect to such
subject matter.  


9.         Notices.  Any
notice or communication required to be given or delivered to the Company under
the terms of this Award Agreement shall be in writing (which may include an
electronic writing) and addressed to the Corporate Secretary of AIG at its
principal corporate offices as specified in Section  9.E of the Plan or, with respect to the acceptance
of an Award, as specified in Schedule A or the Compensation Plan Grant
Acceptance website.  Any notice required to be given or delivered to you shall
be in writing (including an electronic writing) and addressed to you at your Company email
address or your home address on file in the
Company’s payroll or personnel
records.  All notices shall be deemed to have been given or delivered upon: 
personal delivery; electronic delivery or three (3) business days after deposit
in the United States mail by certified or registered mail (return receipt
requested) or one (1) business day after deposit with any return receipt
express courier (prepaid).


10.       Governing Law.  This Award Agreement will be governed by and construed in accordance
with the laws of the State of New York, without regard to principles of
conflict of laws.


11.       Signatures.   Execution  of this Award
Agreement by AIG and/or you may be in the form of an electronic, manual or
similar signature, and such signature shall be treated as an original signature
for all purposes.   






 


 


 












 





IN WITNESS WHEREOF, AMERICAN INTERNATIONAL GROUP, INC. has caused this Award
Agreement to be duly executed and delivered as of the Date of Award specified
in Schedule A. 


 


AMERICAN INTERNATIONAL GROUP, INC.


_______________________________________


By:  


                                                 



 

 






 


 


 












 





Schedule A


Long-Term Incentive Award


 


	
  Recipient:

  	
  ●

  
	
  Employee ID:

  	
  ●

  
	
  Date of Award Agreement:

  	
  ●

  






 


	
  [[PSUs] [and] [RSUs] Award]

  	
  Target Number

  	
  Performance Period

  	
  Vesting Terms

  	
  Payment

  
	
  [PSUs] 

  	
  [●] 

  	
  [●] 

  	
  [●] 

  	
  [●] 

  
	
  [RSUs] 

  	
  [●] 

  	
  [●] 

  	
  [●] 

  	
  [●] 

  






 


	
  [Options Award]

  	
  Number of Options

  	
  Exercise Price

  	
  Performance Period

  	
  Vesting Terms

  	
  Expiration Date

  
	
  [Time-Vesting
  Options] 

  	
  [●] 

  	
  [$●] 

  	
  [●] 

  	
  [●] 

  	
  [●] 

  
	
  [Performance-Vesting
  Options] 

  	
  [●] 

  	
  [$●] 

  	
  [●] 

  	
  [●] 

  	
  [●] 

  






 


[The following
termination treatment will [apply to your Award] [supersede that provided in
Section 6 of the Plan: ●]   


 


 


 


Receipt


 


	
  Acknowledged:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Signature

  	
   

  	
  Date

  	
   

  	
   

  









 



	
  Address:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Street

  	
   

  	
   

  	
   

  	
   

  









 



	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  City,                
  State               Zip Code

  	
   

  	
   

  	
   

  	
   

  






 


 


In
order to be eligible to receive your Award, you must
agree to and either electronically consent or sign the Award Agreement within 90
days of the receipt of this communication.  If you do not
electronically consent to or sign the Award Agreement within 90 days, you may
forfeit your Award.   


 


[Insert instructions]