Exhibit 10.8


 


 


NON-COMPETITION, NON-SOLICITATION  AND
NON-DISCLOSURE AGREEMENT


 


 


1.          The
individual executing this agreement (the "Employee") is or will soon
be an at-will employee of American International Group, Inc. or one of its
subsidiaries (the "AIG").  As such, the Employee is free to resign
from employment at any time and for any reason.  Likewise, AIG may terminate
the Employee's employment at any time for any reason.  This Agreement is not a
guarantee of any fixed term employment.


 


2.          This
Agreement is a term and condition of the Employee's at-will employment with
AIG, and employment is conditioned upon the Employee's execution of this
Agreement.


 


3.          This
Agreement is necessary for the protection of the legitimate and protectable
business interests of AIG and its affiliates (collectively, the "AIG
Group") in their customers, customer goodwill, accounts, prospects,
employee training, and confidential and proprietary information.  The
Employee's employment requires exposure to and use of confidential business
information (as set forth in Paragraph 4). The Employee's services for and
relationship with the AIG Group and the Employee's relationship with the AIG
Group's customers and clients are of a special character, with a unique value
to the AIG Group, the loss of which cannot be adequately compensated by damages
or an action at law.


 


A.         Accordingly,
the Employee agrees that during the Employee's employment and for a period of
one (1) year after employment terminates for any reason (the "Restricted
Period"), the Employee shall not, directly or indirectly, without AIG's
written consent:


 


(i)         Hire,
solicit or encourage to cease to work with the AIG Group any employee,
consultant or agent of the AIG Group.  However, the Employee shall be allowed
to respond to an unsolicited request for an employment reference regarding any
former employee of the AIG Group by providing a reference setting forth only
the Employee's personal views about such former employee;


 


(ii)        Call
on or solicit any customer or supplier of, or consultant to, AIG that was
called on, serviced by, or contacted by the Employee in his capacity as an
employee of AIG, or that was otherwise known to the Employee solely by virtue
of the Employee's employment with AIG; provided that the foregoing shall not
apply to any customer or supplier of, or consultant to, AIG, known to Employee
prior to the date he became an employee of AIG;


 


(iii)       Engage
in any "Competitive Business" (defined below) for the Employee's own
account;


 


(iv)        Enter
the employ of, or render any services to, any person engaged in any Competitive
Business;













 












 





 


 


 


(v)         Acquire
a financial interest in any Competitive Business, directly  or indirectly, as
an individual, partner, shareholder, officer,  director, principal, agent,
trustee or consultant; or


 


(vi)        Interfere
with business relationships between the AIG Group and customers or suppliers
of, or consultants to the AIG Group.


 


B.         For
purposes of this Paragraph 3, a "Competitive Business" means, as of
any date, including during the Restricted Period, any person or entity
(including any joint venture, partnership, firm, corporation or limited
liability company) that engages in or proposes to engage in, as a material
portion of such person's business,   the following activities in any
geographical area in which the AIG Group does such 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 (y) any form of insurance of
any kind that the AIG Group as of such date does, or proposes to, underwrite,
reinsure, market or sell (any such form of insurance, an "AIG Insurance
Product"), or (z) any other form of insurance that is marketed or sold in
competition with any AIG Insurance Product; or


 


(iv)        Any
other business that as of such date is a direct and material competitor of one
of the AIG Group's businesses; provided that the AIG Group's business with
which such other business competes, represents at least 20% of AIG Group
revenue or net profit in the calendar year prior to the date on which Employee
proposes to engage on his own account or Employee becomes an employee of or
renders any services to the person engaged in such Competitive Business.


 


C.         Notwithstanding 
anything to the contrary in this Agreement,  the Employee may directly or
indirectly, own, solely as an investment, securities of any person engaged in
the business of the AIG Group which are publicly traded on a national or
regional stock exchange or on the over-the-counter market if the Employee (y)
is not a controlling person of, or a member of a group which controls, such
person and (z) does not, directly or indirectly, own one percent or more of any
class of securities of such person.


 


D.         The
Employee understands that the provisions of this Paragraph 3 may  limit the
Employee's ability to earn a livelihood in a business similar to the business
of any members of the AIG Group but the Employee  nevertheless agrees and
hereby acknowledges that:













 












 





 


 


 


(i)         Such
provisions do not impose a greater restraint than is necessary to protect the
goodwill or other business interests of the AIG Group;


 


(ii)        Such
provisions contain reasonable limitations as to time and scope of activity to
be restrained;


 


(iii)       Such
provisions are not harmful to the general public; and


 


(iv)       Such
provisions are not unduly burdensome to the Employee.  In consideration of the
foregoing and in light of the Employee's education, skills and abilities, the
Employee agrees that he shall not assert that, and it should not be considered
that, any provisions of this Paragraph 3 otherwise are void, voidable or
unenforceable or should be voided or held unenforceable.


 


E.          It
is expressly understood  and agreed that, although  the Employee and AIG
consider the restrictions contained in this Paragraph 3 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 Paragraph  3 or elsewhere
in this Agreement is an unenforceable  restriction against the Employee, the
provisions of the Agreement shall not be rendered void but shall 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 Agreement is unenforceable,  and such restriction
cannot be amended so as to make it enforceable, such finding shall not affect
the enforceability of any of the other restrictions contained herein.


 


4.          During
the term of employment, the Employee will have  access to and become 
acquainted  with  information  of a confidential,  proprietary  or secret
nature.   The  Employee  agrees  that  during  the  Employee's  employment  and
any time  thereafter,  all confidential,  proprietary  or  secret  information
received,  obtained  or possessed  at any time  by  the Employee  concerning or
relating  to  the  business,   financial,  operational,  marketing,  economic,
accounting,  tax or other affairs at the AIG  Group  or any client,  customer,
agent or supplier  or prospective  client,  customer,  agent  or  supplier of
the AIG  Group will be treated  by the Employee in the strictest confidence 
and will  not  be disclosed  or used  by the Employee in any manner without 
the prior written  consent of AIG or unless required  by law; provided 
however  that the foregoing shall not apply to (i) any information  known  to
Employee prior to becoming an employee of the AIG Group,  (ii) any information
that is or becomes  publicly  available  other  than  as a result  of improper 
disclosure by the Employee,  (iii) any information lawfully obtained  from a
third party who was  not under  an  obligation  of confidentiality  with 
respect  to  such information,  (iv)  any information  that  is independently 
developed  by  the Employee without use of or reference to the AIG Group
information or (v) any information that is required to be disclosed in order to
comply with any applicable law, subpoena or regulation,  or with any
requirement imposed by judicial  or administrative process or any governmental
or court order.  The 













 












 





 


 


 


Employee also
agrees that during and after the Employee's employment with the AIG Group the
Employee will not disparage the AIG Group or any of its officers, directors or
employees to any person or entity not affiliated with the AIG Group, absent the
prior written consent of AIG.  In turn, AIG will cause its senior executives to
not disparage the Employee during and after the Employee's employment with the
AIG Group.


 


5.          The
covenants contained in Paragraphs 3 and 4 of this Agreement shall be enforced
to the fullest extent permissible under the laws and public policies of each
jurisdiction in which enforcement is sought.  The Employee acknowledges that
these restrictions are reasonably  necessary for the protection of the AIG
Group.  The Employee also acknowledges that irreparable harm and damages would
result to the AIG Group if the provisions of Paragraph 3 or 4 were not complied
with and agrees that the AIG Group shall be entitled to legal, equitable or
other remedies, including, without limitation, injunctive relief and specific
performance to protect against the inevitable disclosure of the AIG Group's
confidential, proprietary or secret information, any failure to comply with the
provisions of Paragraph 3 or 4 of this Agreement, or any threatened breach of
any term of this Agreement.


 


6.          This
Agreement (together with the AIG Code of Conduct) sets forth the entire
agreement regarding the subject matter contained  in this Agreement, supersedes
any and  all prior  agreements  and understandings  regarding  this subject
matter, and may be modified only by a written agreement signed by the Employee
and AIG.  For the avoidance of doubt, and notwithstanding anything in the
American International Group, Inc. Amended  and Restated Executive Severance
Plan (the "Executive Severance Plan") to the contrary, this Agreement
shall provide the sole non-competition,  non-solicitation or similar
restrictive covenants applicable to the Employee as a condition to the
Employee's receipt of severance under the Executive Severance Plan and shall
constitute the sole non-competition,  non-solicitation  or similar restrictive
covenants applicable to the Employee 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,  non­solicitation or similar
restrictions).  To the extent that any provision of this Agreement is
inconsistent with the Code of Conduct, this Agreement governs.  If any term of
this Agreement is rendered invalid or unenforceable, the remaining provisions
shall remain in full force and shall in no way be affected, impaired or
invalidated.   Should a court determine that any provision of this Agreement is
unreasonable, whether in period of time, geographical area, or otherwise, the
Employee agrees that such provision of the Agreement should be interpreted and
enforced to the maximum extent that such  court deems  reasonable.


 


7.          THIS
AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO CHOICE OF LAW RULES (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER
JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION
OTHER THAN THE STATE OF NEW YORK, AND THE EMPLOYEE CONSENTS TO THE EXCLUSIVE
JURISDICTION  OF THE FEDERAL AND STATE COURTS IN NEW YORK.













 












 





 


  


 


 


 


 


IN WITNESS
WHEREOF, the Employee has agreed to the terms set forth above by signing below.


 


/s/ Sid Sankaran                                                                                     Date:
11/5/2010


Sid
Sankaran