Exhibit 10(5)






 





AMERICAN INTERNATIONAL GROUP, INC.


2013 LONG TERM INCENTIVE PLAN


2015 PERFORMANCE SHARE UNITS AWARD AGREEMENT


 


1.      Status of
Award; Defined Terms.  American International Group, Inc. (“AIG”)
has awarded you performance share units (this “Award”) pursuant to
the AIG 2013 Long Term Incentive Plan (the “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 of PSUs.  


2.1      AIG hereby awards you the number of
performance share units (“PSUs”) specified in Schedule A (the “Target
PSUs”).  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.  


2.2      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.  


2.3      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 150% of
your Target PSUs.  Your Earned PSUs will be subject to vesting and will be paid
in accordance with the schedule set forth in 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.


3.     Dividend Equivalents.  In
the event that any cash dividend is declared on shares of AIG Common Stock with
a record date that occurs during the Dividend Equivalent Period, you will
receive dividend equivalent rights in the form of additional PSUs (the “Dividend
Equivalent Units”) at the time such dividend is paid to AIG’s
shareholders.  The number of Dividend Equivalent Units that you will receive at
any such time will be equal to (i) the cash dividend amount per Share times 
(ii) the number of PSUs covered by this Award (and, unless otherwise determined
by AIG, any Dividend Equivalent Units previously credited under this Award)
that have not been previously settled through the delivery of Shares (or cash)
prior to, such date, divided by the Fair Market Value of one Share on the
applicable dividend record date.  Each Dividend Equivalent Unit will constitute
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, and will vest and be settled or paid at
the same time, and subject to the same terms and conditions (including, but not
limited to, increase or decrease based on achievement of the Performance
Measures in accordance with Sections 2.2 and 2.3 above), as the PSUs on which
such Dividend Equivalent Unit was accrued.  “Dividend Equivalent Period”
means the period commencing on the 




 












 





date on which the
PSUs were awarded to you and ending on the last day on which Shares (or cash)
are delivered to you with respect to the Earned PSUs.


4.       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 possessions,
custody or control at the end of your Employment (or earlier if so requested by
the Company). 


5.       Non-Solicitation.   Your Employment with the Company requires exposure to and
use of confidential, proprietary and/or trade secret information (as set forth
in Paragraph 3).  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.


6.       Non-Disparagement.  You
agree that during and after your Employment with the Company, you will not make
false 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 herein shall prevent you from making or
publishing any truthful statement (a) when required by law, subpoena or court
order, (b) in the course of any legal, arbitral or regulatory proceeding, (c)
to any governmental authority, regulatory agency or self-regulatory
organization, or (d) in connection with any investigation by the Company.


 


 


[SECTION 7 TO BE INSERTED FOR OPCO]






 












 





 


7.       Notice of
Termination of Employment.  Except where local law prohibits
enforcement, 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 7 TO BE INSERTED FOR US GRADE 27+ NON-OPCO]


 


7.        Notice of
Termination of Employment.  Except where local law prohibits
enforcement, 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 7 TO BE INSERTED FOR TCN NON-US
GRADE 27+ NON-OPCO]


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


1.           
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, 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. 


8.       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.


9.       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 the Performance
Measures and the number of your Earned PSUs, 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.  


10.     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 9E 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).


11.     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.  






 












 





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: 
Jeffrey Hurd


Executive
Vice President Human Resources, Communications, and Administration


                                                 





 






 












 





Schedule
A


2015 Long-Term Incentive Award


 


Recipient:                                                                   [First
Name] [Last Name]


Employee ID:                                                             [Employee
ID]


Performance Period:                                                  [Performance
Period]


Target PSUs:                                                              [Number
of PSUs]


Date of Award:                                                          [Award
Date]


 


 


Receipt


Acknowledged:          __________________________________________           ___________


                                    Signature                                                                    Date


 


Address:                     __________________________________________


                                    Street


 


                                    __________________________________________


                                    City,               
State                    Zip Code


 


 


In
order to be eligible to receive your 2015 LTIP 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]