EX-10.1






EXHIBIT 10.1






June 30, 2008




Martin J. Sullivan,



American International Group, Inc.,



70 Pine Street,



New York, New York 10270.




Martin:




          The Board appreciates your efforts and contributions as President and Chief Executive Officer
over the past three years. On behalf of American International Group, Inc. (“AIG”), we are
proposing the following retirement and transition arrangements in recognition of over thirty-five
years of service.




     1. Acceptance of Resignation



          This letter will serve as acceptance of your resignation as an officer and director of AIG and
as an officer and/or director of any of its affiliated companies. The effective date of your
resignation will be July 1, 2008.




     2. Benefits



          AIG agrees that your resignation is for “Good Reason” for purposes of your Employment
Agreement with AIG, dated June 27, 2005, and amended by the letter dated March 12, 2008 (together,
your “Employment Agreement”), and waives any related notice or cure provisions in your Employment
Agreement.




          Schedule A sets forth the payments and benefits that you are entitled to receive under
Section 9(c) of your Employment Agreement. Schedule B sets forth the long-term incentive
and equity-based awards that are subject to Section 5 of the March 12, 2008, amendment to your
Employment Agreement, specifies the dates on which you may exercise or will receive cash or shares
in settlement of those awards and identifies the dates on which any previously vested option awards
will expire. In addition, AIG agrees to pay or provide you with (a) a cash payment in respect of
your accrued and unused vacation within 30 days of July 1, 2008, and (b) an office and an assistant
through December 31, 2008.





 









 








          In consideration of your service to AIG, you will be treated as continuing employment for
purposes of the long-term incentive and equity-based awards set forth on Schedule C, which
also sets forth the dates on which you will receive cash or shares in settlement of those awards.
For purposes of the Performance RSUs for the 2007-2008 and 2008-2009 performance periods under
AIG’s Partners Plan and the 2006-2008 performance period under AIG’s Senior Partners Plan, your
awards will
be prorated in accordance with the treatment provided for participants who retire with the
consent of AIG (which proration is reflected on Schedule C), and the awards will be
delivered or paid on the same schedule and basis as if you had remained employed.




          AIG agrees to satisfy all obligations to you under the Assurance Agreement, by AIG in favor of
eligible employees dated as of June 27, 2005, relating to certain obligations of Starr
International Company, Inc. under its Deferred Compensation Profit Participation Plans (the “SICO
Plans”), as if you had remained employed with AIG through normal retirement age. As a condition to
this benefit, you agree to take all actions that the Compensation Committee may reasonably request
upon reasonable advance written notice to effect the reinstatement of your outstanding awards under
the SICO Plans (other than a requirement to enter into restrictive covenants other than, or for
periods that extend beyond, those provided for in this letter). Schedule D sets forth the
contingent AIG shares allocated to you under the SICO Plans.




          AIG confirms that you have been approved for early retirement under AIG’s Excess Retirement
Income Plan and Supplemental Executive Retirement Plan, and, to the extent you so request, AIG will
use best efforts to cause the trustees of AIG’s United Kingdom Pension Plan to approve you for
early retirement treatment under that plan. Schedule E sets forth the AIG defined benefit
pension plans in which you participate. Your actual benefits under each of these plans will
commence and be determined in accordance with the terms of the plans and the elections that have
been or may be made by you. In lieu of the provision of life insurance benefits under Section
9(c)(iv) of your Employment Agreement, you shall continue to participate (generally on the same
basis as you currently do) in, and be provided coverage under, the life insurance arrangements in
which you currently participate or are provided coverage under for the period specified therein,
and in lieu of the provision of benefits under Section 9(c)(vi) of your Employment Agreement, you
shall participate in AIG’s retiree medical and life insurance programs (generally on the same basis
as other participants in AIG’s Executive Severance Plan as currently in effect) following the
provision of benefits under Section 9(c)(iv) of your Employment Agreement.




     3. No Other Benefits; Release Required



          (a) No Other Benefits. Except as described in this letter and the attached Schedules,
you will have no rights to any further compensation under your Employment Agreement or under any
long-term or equity-based compensation plan of AIG. All other benefits, if any, due to you
following the effective date of your resignation shall be determined in accordance with the plans,
policies and practices of AIG. You will not participate in any severance plan, policy or program
of AIG. You acknowledge and agree that any of your long-term incentive or equity-based awards
granted under any AIG plan that are not reflected on Schedule B or Schedule C will
be forfeited due to your resignation before the relevant vesting date, and you expressly waive any
right or claim to those awards. You acknowledge that you will




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not be entitled to any long-term
incentive or equity-based compensation under any AIG plan or the SICO Plans other than the
compensation and benefits set forth on Schedule B through Schedule D, and that you
are not eligible to receive retirement benefits under any defined benefit pension plans of AIG
other than those plans listed on Schedule E.




     (b) Release Required. Notwithstanding any other provision of your Employment
Agreement or this letter to the contrary, you acknowledge and agree that any and all payments and
benefits to which you are entitled under Section 9(c) of your Employment Agreement or due to this
letter are conditional upon and subject to your execution of a general release and waiver, in the
form set forth on Schedule F, of all claims you may have against AIG and its directors,
officers and affiliates, except as to matters covered by provisions of your Employment Agreement
that expressly survive the termination of your Employment Agreement or by this letter or as
otherwise expressly excluded in the general release. If the general release and waiver does not
become effective and irrevocable within 45 days of the date of this letter, you will waive all
rights to benefits under this letter.



     4. Continuing Covenants; Forfeiture



          (a) Covenants. You and AIG acknowledge and agree as follows:




               (1) Without limitation on any other remedies specified in Section 12 of your Employment
Agreement, your payments and benefits under Section 9(c) of your Employment Agreement will be
subject to your compliance with the Restrictive Covenants set forth in

Sections 11(a), (b), (d),
(e) and (f) of your Employment Agreement (taking into account the exceptions set forth therein) for
a “Restricted Period” of 12 months following July 1, 2008.



               (2) Notwithstanding anything to the contrary in Section 5 of the March 12, 2008, amendment to
your Employment Agreement or in AIG’s Executive Severance Plan or this letter, you will not be
subject to any restrictions on “solicitation” or other restrictive covenants set forth in the award
agreements or plans applicable to the awards set forth on Schedule B through
Schedule D. However, your entitlement to receive or exercise those awards instead will be
subject to the following conditions only:




          (A) You will comply with the Restrictive Covenants set forth in Sections 11(a)(i)
through 11(a)(iii) (taking into account the exceptions set forth in Sections 11(a)(iii)
and 11(a)(iv)) of your Employment Agreement for a “Restricted Period” of 12 months
following July 1, 2008.




          (B) You will comply with the Restrictive Covenants set forth in Section 11(a)(v) of
your Employment Agreement for a “Restricted Period” of 24 months following July 1, 2008.




          (C) You will not, in any manner, directly or indirectly, (1) Solicit any Client to
transact business with a “Competitive Business” (as defined in Section 11(a)(ii) of your
Employment Agreement) or to reduce or refrain from doing any business with AIG or its
subsidiaries or (2) interfere with or damage (or attempt to interfere with or damage) any
relationship between AIG or its subsidiaries and any such Client, in each case for a
period of 36 months following July 1, 2008. For this purpose, “Solicit” means any direct
or indirect communication of any kind whatsoever, regardless of by whom initiated,
inviting, advising, encouraging or requesting any person or entity, in any manner, to take
or refrain from taking any action, and “Client” means any client or prospective client of
AIG and its subsidiaries to whom you



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provided services, or for whom you transacted business, or whose identity became
known to you in connection with your relationship with or employment by AIG. AIG agrees
that, notwithstanding anything contained in this clause (C), it shall not be a violation
of any portion of this clause (C) for you to Solicit any Client to transact business with
a private equity firm or hedge fund to the extent permitted by Section 11(a)(iv)(B) of
your Employment Agreement.




          (D) If you fail to satisfy any of the conditions set forth in clauses (A) through (C)
above, or if you fail to fulfill the duties described in Sections 11(b), (d), (e) and (f)
of your Employment Agreement, you will forfeit the right to receive any of the long-term
incentive and equity-based awards set forth on Schedule B through
Schedule D that have not vested (or, if applicable, been exercised) prior to the
date any such breach is determined to have occurred, and, as a remedy for such breach, AIG
will be entitled to immediately terminate those awards and cease paying any amounts
remaining due with respect to any such awards.



               (3) AIG agrees that your retention of a copy of your electronic rolodex will not violate any
of the restrictive covenants in your Employment Agreement, this letter or any other plan or
agreement.



          (b) Forfeiture. Notwithstanding anything to the contrary in this letter, no further
payments or benefits shall be due under your Employment Agreement or this letter if, at any time
prior to the time when any payment is made or benefit provided pursuant to your Employment
Agreement or this letter, the Board determines, in accordance with the procedures set forth in
Section 9(a) of your Employment Agreement, that grounds existed, on or prior to July 1, 2008, for
the Company to terminate your employment for “Cause” (as defined in Section 9(a) of your Employment
Agreement); provided, however, that you shall in all events be entitled to receive the Accrued
Obligations and the cash payment in respect of your accrued and unused vacation described in
Section 2 of this letter.




     5. Section 409A



          You and AIG agree that your Employment Agreement will be interpreted and administered in a
manner that complies with Section 409A. Notwithstanding anything in your Employment Agreement or
Section 1 of this letter to the contrary, you and AIG agree that your Employment Agreement will be
interpreted and administered so that distributions that are conditioned upon termination of your
employment with AIG will be conditioned upon your “separation from service” with AIG within the
meaning of Section 409A. For purposes of determining the First Payment Date under your Employment
Agreement and the commencement date of any other payments or benefits that are subject to the
six-month delay due to Section 409A, your “separation from service” with AIG within the meaning of
Section 409A will be June 15, 2008. Each payment under your Employment Agreement and any other AIG
plan in which you participate (including the SICO Plans) will be




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treated as a separate payment for
purposes of Section 409A. Any reimbursements to which you may be entitled will not offset any
amounts payable to you under your Employment Agreement or this letter, and any reimbursements will
be made to you no later than the end of the calendar year in which such expenses were incurred and
otherwise in accordance with the reimbursement rules of Section 409A.




     6. General Provisions



          (a) Interpretation. Capitalized terms used in this letter that are not defined in
this letter have the meanings as used or defined in your Employment Agreement. References to
Schedules are to the Schedules attached hereto. The words “include,” “includes” and “including”
will be deemed to be followed by the words “without limitation.” For the avoidance of doubt,
notwithstanding that any Schedule may provide for a payment or delivery date with respect to an
award or plan in which you participate, if the award or plan would provide for any earlier payment
on your death, the award or plan will control in that circumstance. In addition, in the event of
your death prior to the payment or provision of benefits described in this letter and the Schedules
attached hereto, such payments or benefits will be provided to your estate (in the case of
insurance benefits, in accordance with terms of the relevant plan).




          (b) Entire Agreement; Amendments; Survival; Miscellaneous. This letter constitutes
the entire understanding and agreement between you and AIG with regard to all matters addressed
herein. Other than your Employment Agreement and this letter, there are no other agreements,
conditions, or representations, oral or written, express or implied, with regard to the matters
addressed herein. This letter represents your and AIG’s mutual agreement with respect to your
compensation and benefits under your Employment Agreement, and in the event of any express
inconsistency between this letter and your Employment Agreement, this letter will control. Except
to the extent that this letter supersedes your Employment Agreement, your Employment Agreement
(including Section 13) will survive in accordance with its terms. The provisions of Section 15 of
your Employment Agreement will apply to this letter as if set forth herein (substituting references
to “this Agreement” with “this letter”). This letter may be amended only in writing, signed by the
parties hereto.




*               *               *




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          If you agree that this letter appropriately represents our understanding, please sign and
return this letter, which will become a binding agreement on our receipt.




	 	 	 	 	 
	 	Very truly yours,



American International Group, Inc.

 	 
	 	By:  	/s/ Andrew J. Kaslow
 	 
	 	 	Andrew J. Kaslow 	 
	 	 	Senior Vice President and

Chief Human Resources Officer 	 
	 



Accepted and agreed:




	 	 	 
	/s/ Martin J. Sullivan
 


	 	  
	Martin J. Sullivan
	 	 







 











 





Schedule A




	 	 	 	 	 	 	 
	§ 9(c)	 	Payment or Benefit	 	Amount/Time Period	 	Payment Date
	(i)

	 	Accrued Obligations
	 	To be determined in
accordance with the
Employment
Agreement
	 	To be paid in
accordance with

§ 9(c)(i) of the
Employment
Agreement
	 
	 	 	 	 	 	 
	(ii)

	 	Pro-Rata Bonus
	 	 $4,000,000
	 	To be paid on First
Payment Date
	 
	 	 	 	 	 	 
	(iii)

	 	Severance
	 	 $15,000,000
	 	To be paid in
installments,
beginning on First
Payment Date, in
accordance with
§ 9(c)(iii) of the
Employment
Agreement, with the
first installment
to be in the amount
of $7.5 million
	 
	 	 	 	 	 	 
	(iv)

	 	Continued active
employee health
benefits
	 	 36 months
	 	To be provided
beginning July 1,
2008, with any
related payment
obligation subject
to Section 409A to
be provided
beginning on First
Payment Date
	 
	 	 	 	 	 	 
	(iv)

	 	Continued active
employee life benefits
	 	 36 months
	 	To be provided
beginning July 1,
2008, in accordance
with the letter,
with any
reimbursement
payment and related
payment obligation
subject to Section
409A to be provided
beginning on First
Payment Date*
	 
	 	 	 	 	 	 
	(v)

	 	Additional age and
service credit under
AIG’s nonqualified
pension plans
	 	 36 months
	 	N/A
	 
	 	 	 	 	 	 
	(vi)

	 	Retiree medical benefits
	 	N/A
	 	To be provided
beginning July 1,
2011, in accordance
with the letter






 









 






	 	 	 	 	 	 	 
	§ 9(c)	 	Payment or Benefit	 	Amount/Time Period	 	Payment Date
	(vi)

	 	Retiree life benefits
	 	N/A
	 	To be provided
beginning July 1,
2011, in accordance
with the letter
(unless otherwise
waived by the
participant in
writing)








 




			
	*	 	Between July 1, 2008, and the First Payment Date, the participant will make any life insurance
premium payments that become due, and AIG will reimburse the participant on the First Payment Date.
For the avoidance of doubt, the participant will not be entitled to any related payment in respect
of imputed income (if any) associated with life insurance policies.





A-2









 





Schedule B




	 	 	 	 	 
	Award	 	Amount	 	Dates
	06-07 Performance RSUs

	 	11,510 AIG shares
	 	Vest and deliver January 1,
2010
	 
	 	 	 	 
	AIG DCPPP RSUs

	 	32,000 AIG shares
	 	Vest and deliver May 1, 2009
	 
	 	 	 	 
	AIG DCPPP RSUs

	 	32,000 AIG shares
	 	Vest and deliver May 1, 2010
	 
	 	 	 	 
	04-06 Senior Partner Units

	 	$2,891,875
plus dividend-related
payments
	 	To be paid January 1, 2010,
with dividend-related
payments to be made in
accordance with plan terms
for active participants
	 
	 	 	 	 
	05-07 Senior Partner Units

	 	$2,717,000
plus dividend-related
payments
	 	To be paid January 1, 2011,
with dividend-related
payments to be made in
accordance with plan terms
for active participants
	 
	 	 	 	 
	AIG 2005 Senior Partners
Plan

	 	$2,750,000
plus dividend-related
payments
	 	To be paid January 1, 2011,
with dividend-related
payments to be made in
accordance with plan terms
for active participants
	 
	 	 	 	 
	Options to purchase
AIG shares at
$59.35/share

	 	25,000 options
	 	Become exercisable in equal
installments on September 1
of 2008 and 2009; terminate
April 1, 2011
	 
	 	 	 	 
	Options to purchase
AIG shares at
$71.00/share

	 	131,250 options
	 	Become exercisable in equal
installments on December 11
of 2008, 2009 and 2010;
terminate April 1, 2011
	 
	 	 	 	 
	Options to purchase
AIG shares at
$57.05/share

	 	107,553 options
	 	Become exercisable in equal
installments on December 13
of 2008, 2009 and 2010;
terminate April 1, 2011
	 
	 	 	 	 
	Options to purchase
AIG shares at
$65.99/share

	 	43,288 options
	 	Become exercisable in equal
installments on December 14
of 2008 and 2009; terminate
April 1, 2011
	 
	 	 	 	 
	Options to purchase
AIG shares at
$64.47/share

	 	12,500 options
	 	Become exercisable
December 16, 2008;
terminate April 1, 2011
	 
	 	 	 	 
	Options to purchase
AIG shares at
$46.53/share

	 	9,375 options
	 	Exercisable now; terminate 

December 14, 2008
	 
	 	 	 	 
	Options to purchase
AIG shares at
$60.13/share

	 	7,500 options
	 	Exercisable now; terminate 

September 15, 2009






 









 






	 	 	 	 	 
	Award	 	Amount	 	Dates
	Options to purchase
AIG shares at
$96.56/share

	 	7,000 options
	 	Exercisable now; terminate
December 14, 2010
	 
	 	 	 	 
	Options to purchase
AIG shares at
$79.61/share

	 	15,000 options
	 	Exercisable now; terminate
April 1, 2011
	 
	 	 	 	 
	Options to purchase
AIG shares at
$61.30/share

	 	40,000 options
	 	Exercisable now; terminate
April 1, 2011
	 
	 	 	 	 
	Options to purchase
AIG shares at
$47.00/share

	 	40,000 options
	 	Exercisable now; terminate
April 1, 2011
	 
	 	 	 	 
	Options to purchase
AIG shares at
$63.95/share

	 	40,000 options
	 	Exercisable now; terminate
April 1, 2011
	 
	 	 	 	 
	Options to purchase
AIG shares at
$64.47/share

	 	37,500 options
	 	Exercisable now; terminate
April 1, 2011
	 
	 	 	 	 
	Options to purchase
AIG shares at
$59.35/share

	 	25,000 options
	 	Exercisable now; terminate
April 1, 2011
	 
	 	 	 	 
	Options to purchase
AIG shares at
$65.99/share

	 	43,287 options
	 	Exercisable now; terminate
April 1, 2011
	 
	 	 	 	 
	Options to purchase
AIG shares at
$71.00/share

	 	43,750 options
	 	Exercisable now; terminate
April 1, 2011






B-2









 





Schedule C




	 	 	 	 	 
	Award	 	Amount	 	Dates
	06-07 Performance RSUs

	 	11,510 AIG shares
	 	Vest and deliver
January 1, 2012
	 
	 	 	 	 
	07-08 Performance RSUs

	 	28,800 AIG shares
multiplied by percentage of
Performance RSUs earned
under Partners Plan
	 	Vest and deliver in
equal installments
on January 1 of
2011 and 2013
	 
	 	 	 	 
	08-09 Performance RSUs

	 	9,600 AIG shares
multiplied by percentage of
Performance RSUs earned
under Partners Plan
	 	Vest and deliver in
equal installments
on January 1 of
2011 and 2012
	 
	 	 	 	 
	AIG DCPPP RSUs

	 	12,800 AIG shares
	 	Vest and deliver
March 1, 2012
	 
	 	 	 	 
	04-06 Senior Partner Units

	 	$2,891,875
plus dividend-related
payments
	 	To be paid
January 1, 2012,
with
dividend-related
payments to be made
in accordance with
plan terms for
active participants
	 
	 	 	 	 
	05-07 Senior Partner Units

	 	$2,717,000
plus dividend-related
payments
	 	To be paid
January 1, 2013,
with
dividend-related
payments to be made
in accordance with
plan terms for
active participants
	 
	 	 	 	 
	06-08 Senior Partner Units

	 	1,667 Units,
multiplied by value per Unit
under Senior
Partners Plan,
plus dividend-related
payments
	 	To be paid in equal
installments on
January 1 of 2011
and 2012, with
dividend-related
payments to be made
in accordance with
plan terms for
active participants






 









 





Schedule D




	 	 	 	 	 
	Award	 	Amount	 	Dates
	SICO Plans

	 	218,433 AIG shares
	 	To be delivered in accordance with
the terms of the SICO Plans
(consistent with the participant’s
elections)







 











 





Schedule E



Plan*




AIG Retirement Plan




AIG United Kingdom Pension

Plan**




Excess Retirement Income

Plan




Supplemental Executive

Retirement Plan






* Before September 1, 2008, AIG will provide the participant with: (a) a memorandum setting forth
benefit calculations and alternative forms of benefits (including (i) any available elections as to
timing of payments and (ii) the available elections as to form of payments, including elections
under Section 6.2 of each of the AIG Excess Retirement Income Plan and Supplemental Executive
Retirement Plan (each as amended and restated effective January 1, 2008)) under each pension plan
(with such calculations to give effect to Section 9(c)(v) of the Employment Agreement); and (b) the
forms or other documents or instruments necessary for making the aforementioned elections under
each pension plan.



** For the avoidance of doubt, the AIG United Kingdom Pension Plan is a foreign deferred
compensation plan for purposes of Section 4 of the AIG Supplemental Executive Retirement Plan.




 









 





Schedule F




RELEASE OF CLAIMS




1. Release of Claims




     In partial consideration of the payments and benefits described in Section 9 of the employment
agreement (the “Employment Agreement”), effective March 14, 2005, by and between Martin J.
Sullivan (“Executive”) and American International Group, Inc. (the “Company”) as
amended by the letter between Executive and the Company dated March 12, 2008 (the
“Letter”), to which Executive agrees Executive is not entitled until and unless he executes
this Release, Executive, for and on behalf of himself and his heirs and assigns, subject to the
following two sentences hereof, hereby waives and releases any employment, compensation or
benefit-related common law, statutory or other complaints, claims, charges or causes of action of
any kind whatsoever, both known and unknown, in law or in equity, which Executive ever had, now has
or may have against the Company and its shareholders (other than C.V. Starr & Co., Inc. and Starr
International Company, Inc.), subsidiaries, successors, assigns, directors, officers, partners,
members, employees or agents (collectively, the “Releasees”) by reason of facts or
omissions which have occurred on or prior to the date that Executive signs this Release, including,
without limitation, any complaint, charge or cause of action arising under federal, state or local
laws pertaining to employment, including the Age Discrimination in Employment Act of 1967
(“ADEA,” a law which prohibits discrimination on the basis of age), the National Labor
Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII
of the Civil Rights Act of 1964, all as amended; and all other federal, state and local laws and
regulations. By signing this Release, Executive acknowledges that he intends to waive and release
any rights known or unknown that he may have against the Releasees under these and any other laws;
provided, that Executive does not waive or release claims with respect to the right to enforce (i)
the Employment Agreement as amended by the Letter and (ii) the letter from the Company to Executive
dated June 30, 2008 (the “Unreleased Claims”). Notwithstanding the foregoing, Executive
does not release, discharge or waive any rights to indemnification that he may have under the
certificate of incorporation, the by-laws or equivalent governing documents of the Company or its
subsidiaries or affiliates, the laws of the State of Delaware or any other state of which such
subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and
the Company, or any rights to insurance coverage under any directors’ and officers’ personal
liability insurance or fiduciary insurance policy.



2. Proceedings




     Executive acknowledges that he has not filed any complaint, charge, claim or proceeding,
except with respect to an Unreleased Claim, if any, against any of the Releasees before any local,
state or federal agency, court or other body (each individually a “Proceeding”). Executive
represents that he is not aware of any basis on which such a Proceeding could reasonably be
instituted. Executive (i) acknowledges that he will not initiate or cause to be initiated on his
behalf any Proceeding and will not participate in any Proceeding, in each case, except as required
by law; and (ii) waives any right he may have to benefit in any manner from any relief (whether
monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the
Equal Employment Opportunity Commission



 









 




(“EEOC”). Further, Executive understands that, by executing this Release, he will be
limiting the availability of certain remedies that he may have against the Company and limiting
also his ability to pursue certain claims against the Releasees. Notwithstanding the above, nothing
in Section 1 of this Release shall prevent Executive from (i) initiating or causing to be initiated
on his behalf any complaint, charge, claim or proceeding against the Company before any local,
state or federal agency, court or other body challenging the validity of the waiver of his claims
under the ADEA contained in Section 1 of this Release (but no other portion of such waiver); or
(ii) initiating or participating in an investigation or proceeding conducted by the EEOC.




3. Time to Consider




     Executive acknowledges that he has been advised that he has twenty-one (21) days from the date
of receipt of this Release to consider all the provisions of this Release and he does hereby
knowingly and voluntarily waive said given twenty-one (21) day period. EXECUTIVE FURTHER
ACKNOWLEDGES THAT HE HAS READ THIS RELEASE CAREFULLY, HAS BEEN ADVISED BY THE COMPANY TO, AND HAS
IN FACT, CONSULTED AN ATTORNEY, AND FULLY UNDERSTANDS THAT BY SIGNING BELOW HE IS GIVING UP CERTAIN
RIGHTS WHICH HE MAY HAVE TO SUE OR ASSERT A CLAIM AGAINST ANY OF THE RELEASEES, AS DESCRIBED IN
SECTION 1 OF THIS RELEASE AND THE OTHER PROVISIONS HEREOF. EXECUTIVE ACKNOWLEDGES THAT HE HAS NOT
BEEN FORCED OR PRESSURED IN ANY MANNER WHATSOEVER TO SIGN THIS RELEASE, AND EXECUTIVE AGREES TO ALL
OF ITS TERMS VOLUNTARILY.



4. Revocation




     Executive hereby acknowledges and understands that Executive shall have seven (7) days from
the date of his execution of this Release to revoke this Release (including, without limitation,
any and all claims arising under the ADEA) and that neither the Company nor any other person is
obligated to provide any benefits to Executive pursuant to Section 9 of the Employment Agreement
until eight (8) days have passed since Executive’s signing of this Release without Executive having
revoked this Release, in which event the Company immediately shall arrange and/or pay for any such
benefits otherwise attributable to said eight- (8) day period, consistent with the terms of the
Employment Agreement. If Executive revokes this Release, Executive will be deemed not to have
accepted the terms of this Release, and no action will be required of the Company under any section
of this Release.



5. No Admission




     This Release does not constitute an admission of liability or wrongdoing of any kind by
Executive or the Company.



6. General Provisions




     A failure of any of the Releasees to insist on strict compliance with any provision of this
Release shall not be deemed a waiver of such provision or any other provision hereof. If any
provision of this Release is determined to be so broad as to be unenforceable, such provision shall
be interpreted to be only so broad as is enforceable, and in the event that any provision is
determined to be entirely



F-2









 







unenforceable, such provision shall be deemed severable, such that all other provisions of this
Release shall remain valid and binding upon Executive and the Releasees.



7. Governing Law




     The validity, interpretations, construction and performance of this Release shall be governed
by the laws of the State of New York without giving effect to conflict of laws principles.



     IN WITNESS WHEREOF, Executive has hereunto set Executive’s hand as of the day and year set
forth opposite his signature below.





	 	 	 	 	 	 	 
	 

	 	 

DATE
	 	 

Martin J. Sullivan
	 	 







F-3