Exhibit 10(3)






 





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 “Company”).  As such, the Employee is free to
resign from employment at any time and for any reason.  Likewise, the Company
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 the Company.  Employment with the Company 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 the Company and its affiliates
(collectively, “AIG”) 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,
proprietary and/or trade secret information (as set forth in Paragraph 4). 
Accordingly, the Employee agrees that during and after the Employee’s
employment with AIG, the Employee will not, directly or indirectly, on the
Employee’s own behalf or on behalf of any other person or any entity other than
AIG: (i) solicit, contact, call upon, communicate or attempt to communicate
with any customer or client or prospective customer or client of AIG, where to
do so would require the use or disclosure of confidential, proprietary and/or
trade  secret information (for purposes of this Agreement, “customer or client”
shall not include insurance brokers).  The Employee further agrees that during
the Employee’s employment with AIG and for a period of one (1) year after
employment terminates for any reason, the Employee will not, 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 or agent of AIG to terminate his or her employment or
other relationship with AIG or to leave its employ or other relationship with
AIG for any engagement in any capacity or for any other person or entity. 


4.   During the term of employment, the Employee will have access
to and become acquainted with information that is confidential, proprietary
and/or is a trade secret.  The Employee agrees that during the Employee’s
employment and any time thereafter, all confidential, proprietary and/or trade
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 AIG or any client, customer,
agent or supplier or prospective client, customer, agent or supplier of AIG
will be treated by the Employee in the strictest confidence and will not be
disclosed or used by the Employee in any manner other than in connection with
the discharge of the Employee’s job responsibilities without the prior written
consent of AIG or unless required by law.  The Employee further agrees that
Employee will not remove or destroy any confidential, proprietary and/or trade
secret information either during the Employee’s employment or at any time
thereafter.  The Employee also agrees that during and after the Employee’s employment
with AIG, the Employee will not disparage AIG or any of its officers, directors
or employees to any person or entity not 




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affiliated
with AIG.  Nothing herein prohibits the Employee from giving truthful testimony
as required by law.


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 AIG.  The Employee also acknowledges that irreparable harm and
damages would result to AIG if the provisions of Paragraph 3 or 4 were not
complied with and agrees that AIG shall be entitled to legal, equitable or
other remedies, including, without limitation, injunctive relief and specific
performance to protect against the inevitable disclosure of AIG’s confidential,
proprietary and/or trade 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.  The Employee further agrees that the Employee
shall be liable for the attorneys’ fees and costs incurred by AIG as a result
of the Employee’s breach of Paragraph 3 or 4 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 the Company.  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/
  Kevin Hogan

  	
   

  	
   

  8/14/2013

  
	
  Employee

  	
   

  	
  Date

  






 








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