Exhibit 10.9


 


 









July  22,
2015


 


JEFFREY  J.  HURD
 


EXECUTIVE  VICE  PRESIDENT  


HUMAN
RESOURCES 


& ADMINISTRATION 









 


175
Water  Street,  30 th  Floor 
 


New York,  NY  10038 


T: 212,770.7292 









 


Douglas  A.  Dachille 


First
Principles  Capital Management,
LLC 


140 Broadway,
21st  Floor 


New  York,
NY 10005 


 


Dear Doug: 


 


 


We  are  pleased  to  confirm  the  terms  of  your  joining  American International  Group,
Inc. (“AIG”  or the “Company”). 


 


 


•    Position.   Beginning
on the
Closing  Date  or  such earlier
date as  may  be practicable  for you,
you  will  serve  as  Executive Vice
President  and
Chief  Investment
Officer, AIG,  a  grade  30 position.    In  this  capacity,  you  will  be  a  member  of  the  AIG  Operating Committee
and report directly  to  the  Chief
Executive  Officer
of AIG,  Peter  Hancock.
  “Closing  Date”
has the meaning  provided in the  Purchase  and Sale Agreement, date
pending, among AIG  Capital Corporation and the members  of  First
Principles  Capital
Management, LLC. 


 


 


•    Location  &  Employer.   You
will be based in New  York, New York and employed
directly by AIG  (your  "Employer"). 


 


 


•    Total
Direct  Compensation.   Your initial annual  target  direct  compensation  will  be
US$7,000,000.00
as  follows: 


 


 


•    
Base  Salary.
  Your initial  base
cash salary  will
be at a  rate  of  US$1,000,000.00
per  year. 


 


 


•      Short  Term  Incentive.  Your  annual  incentive target  for 
2015 will  be  US$2,000,000.00 and will
not be pro-rated. 


 


As  a member
of the AIG  Operating  Committee,
your
Short-Term Incentive  Award will be based solely  on objective  Company  measures  and  the
performance of the  Company 
as  a whole.  To maintain  continuity  with
the American International
Group Inc. Short-Term Incentive Plan,  the Company’s  general program for  Short-Term Incentives  for  employees, which
uses  two scores 
that  are  multiplied  together  and
are calibrated  accordingly,  awards  for Operating  Committee members  are
determined using  two times
the annual Company 












 1











 





funding  score, measured against  target. 
For example, if Company  performance is 10%
above target,  awards  for the Operating  Committee  would
be 120% of  target;  conversely,
if Company  performance 
is  10% below target,
Operating  Committee  awards  would
be 80% of target. The effect is
to  appropriately  reflect
objective  Company  performance (whether positive or negative) for
Operating  Committee  members  and
bring  the revised  payout range
from 0-125% to 0-150% of target. 


 


 


For
2015, your award will vest upon grant
(in the first quarter of the
year following  the performance year)
provided  you are still
an employee of the
Company  on the grant date,  and be payable 50% in March  following  the performance year
and 50% following  the one-year anniversary  of  the
first
payment. 


 


 


Any  bonus 
or incentive compensation
paid  to you is subject to the
AIG  Clawback
Policy  as may
be amended from time
to time. 


 


 


•         
Long 
Term  Incentive.
  For
2015, a  recommendation  on  your  behalf  will
be made  to  the
Compensation  and  Management  Resources 
Committee  (CMRC)  of  the  Board  of
Directors  that,  under  the  AIG  Long  Term  Incentive  Plan
(the “LTIP”),  you  be  granted Target
Performance  Share  Units  (PSUs)  based  on  a  cash  value  of  US$4,000.000.00 for
the three-year performance  period  covering  January  2015   through  December 
2017, which  will  provide  you  the  opportunity  to  earn  shares  of  AIG  Common Stock  based  on the degree  of  AIG’s  achievement  of  its  performance  criteria,  during 
the  Performance Period. This
recommendation  and  grant
is contingent  on  your  being  an  active  employee of the  Company  on  the  date  of  CMRC  approval  of  the  grant,  and  will  be  subject 
to  the terms  and conditions  of  the  relevant  LTIP  and  the  award agreement
governing  the grant. 


 


 


Following  the performance period,
in the first quarter
of 2018, the number of
PSUs earned (from
0% to 150%) will be determined in accordance
with
the 
LTIP. Earned PSUs
will vest in three
equal installments, on January  1 of  each  2018,
2019 and 2020, and each installment will be
delivered in shares  of  AIG
Common Stock no later  than
April  2018, January  2019
and January  2020, respectively. 


 


 


Any  long  term  incentive  compensation  paid  to  you  is  subject  to  the  AIG  Clawback  Policy as may  be  amended  from  time  to  time. 


 


 


•    Benefits.
  You will be
entitled
to benefits  consistent  with senior  executives  of  AIG  and reimbursement  of  reasonable
business expenses,  in  each  case
in accordance with applicable
AIG
policies  as  in effect from
time  to time. 


 


 


•   
Paid Time Off.   Consistent  with
AIG’s  Paid
Time Off  (PTO)  policy,  you
will receive  a minimum 












 2











 





of 30 PTO  days  each
calendar
year, which will be prorated
for 2015.  Your PTO  will  accrue in accordance with
the terms  set forth
in the  AIG  Employee
Handbook  with  credit for
prior service at FPCM. 


 


 


•    Executive Severance
Plan.  You
will participate
in the Company’s  Executive Severance
Plan. 


 


 


•    Notice Period.   You  agree  that  if  you  voluntarily  resign,  you will
give six  months’ written
notice to the Company  of  your resignation, 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. 


 


 


•    Clawback Policy.  Any  bonus,
equity or equity-based
award or other  incentive compensation
granted to you will be subject to the
AIG  Clawback  Policy  (and
any 
other AIG  clawback policies  as  may  be in effect
from time to time). 


 


 


•    Indemnification
and Cooperation.  During  and after  your employment, AIG  will indemnify  you
in your capacity  as  a director,
officer, employee or agent of
AIG  to the fullest  extent permitted
by 
applicable  law  and
AIG's  charter  and by-laws, and will
provide you with director and officer
liability  insurance 
coverage  (including 
post-termination/post-director service  tail
coverage) on the same basis  as  AIG's  other
executive  officers. AIG
agrees  to cause any
successor to all or substantially  all
of the business  or assets  (or both)
of AIG  to
assume expressly  in writing  and to agree
to perform all of the  obligations 
of  AIG  in this
paragraph. 


 


 


You agree
(whether during  or after  your  employment
with AIG) to reasonably  cooperate with
AIG  in connection with  any  litigation
or regulatory  matter or with  any 
government  authority  on
any matter, in each
case,
pertaining  to AIG  and with  respect to which you
may 
have relevant
knowledge, provided  that,  in connection with such  cooperation, AIG  will
reimburse your
reasonable  expenses  and
you shall not  be required
to 
act  against your own legal interests. 


 


 


•    Tax Matters.  Tax
will
be 
withheld  by  AIG as appropriate under
applicable tax  requirements  for
any payments  or deliveries  under
this letter.  To the  extent any
taxable expense
reimbursement or in-kind
benefits  under this
letter  is  subject to Section  409A  of  the
U.S.
Internal  Revenue Code of 1986, the amount thereof  eligible in one taxable year
shall not  affect the
amount eligible for any other taxable year, in no event shall  any  expenses  be
reimbursed after  the  last  day  of  the taxable
year  following  the
taxable year in which you
incurred such expenses  and  in no
event shall  any right to reimbursement or receipt
of in-kind benefits  be subject  to
liquidation or  exchange
for another benefit. Each
payment
under  this  letter
will 
be treated as a separate payment for
purposes  of  Section 409A. 


 


 


•    No Guarantee  of  Employment
or Target  Direct  Compensation.   This  offer
letter is not  a












 3











 





guarantee
of employment  or target direct compensation for
a fixed term. 


 


 


•    Entire Agreement.   This  offer letter
constitutes  AIG's  only  statement
relating  to
its offer of employment to you and supersedes  any  previous  communications  or representations, oral or written, from or on behalf  of  AIG  or
any 
of  its  affiliates. 


 


 


•    Miscellaneous  Representations.  You confirm  and represent  to AIG,
by 
signing this letter, that: 


(a) you are under no obligation or  arrangement
(including  any  restrictive covenants  with  any
prior employer or any other entity) that would
prevent
you 
from becoming an  employee of
AIG or that would
adversely  impact
your ability to perform the expected services  on behalf  of  AIG
other than  as  previously  disclosed
in writing  to AIG; (b) you have
not taken (or failed to return) any
confidential information
belonging  to  your prior employer or any  other entity, and, to the extent you remain in possession of
any  such information, you will never use
or  disclose such
information  to AIG  or
any of  its  employees,
agents  or affiliates;  and
(c) you
understand  and accept  all
of the terms  and  conditions  of  this  offer. 


 


 


•    Non-solicitation.  This  offer and your employment  with
AIG  are contingent on  your
entering into the enclosed
Non-Solicitation and
Non-Disclosure Agreement. 


 


 


•    Employment
Dispute Resolution.  You  are  a participant
in the Company’s  Employment
Dispute
Resolution (“EDR”) program,
which
provides  for various 
ways  to  address  work-related
disputes, including  mediation
and arbitration,  through
the American Arbitration 
Association (“AAA”). Information on  the company’s  EDR
Program is available  to employees  via the
Company  Intranet 
and  can  be made  available  to
you 
prior to your date of hire upon
request. 


 


 


•    Background Investigation.  This  offer
is contingent upon the successful
results  of  a background investigation, which may  include, but
may  not be limited
to, verification of employment, prior salary, professional
certifications, designations  or licenses,
criminal  and credit  history, and educational background. 












 4











 





We look  forward  to  having  you  as  a  member  of  AIG's  senior  leadership  team. 


 


 


Sincerely,


 


AMERICAN INTERNATIONAL
GROUP, INC. 


 


 


 


/s/ Jeffrey J.
Hurd                            


By:   Jeffrey  J.  Hurd 


Executive Vice President – Human  Resources  and  Administration 


 


 


 


I agree with and accept the foregoing terms.


 


 


 


/s/ Douglas A.
Dachille                     


Douglas A.
Dachille                                                               Date:
7/22/2015







 5