exv10w1






Exhibit 10.1




American International Group, Inc.

Long-Term Performance Units Plan




     American International Group, Inc. (“AIG”) hereby adopts the American International Group,
Inc. Long-Term Performance Units Plan (the “Plan”) as of May 28, 2010 (the “Effective Date”).


1. Purpose




     The purpose of the Plan is to attract, motivate and retain selected employees of AIG and
subsidiaries of AIG, incentivize balanced risk-taking and encourage the long-term performance of
AIG through the award of long-term performance units (“LTPUs”) representing a mix of AIG’s Hybrid
Securities and Common Stock (each as defined in Section 3).




	2.	 	Participation





     Awards under the Plan (“Awards”) may be made to any employee of AIG or a subsidiary of AIG.
Each employee who is selected to participate in the Plan by the Compensation and Management
Resources Committee of the Board of Directors of AIG (as constituted from time to time, and
including any successor committee, the “Committee”), as evidenced by the receipt by such individual
of an award letter (an “Award Letter”) from AIG or its designee, will be a “Participant” in the
Plan. A Participant’s Award Letter will set forth the terms of the Award of LTPUs for the
Participant under the Plan, as established by the Committee. By accepting an Award pursuant to the
Plan, a Participant thereby agrees that the Award will be subject to all of the terms and
provisions of the Plan and the applicable Award Letter.




	3.	 	LTPUs





     A. General. Each LTPU constitutes an unfunded and unsecured promise to pay the Value (as
defined in Section 4.A) of the securities underlying the LTPU on the applicable Payment Date (as
defined in Section 5). Each Award of LTPUs may be subject to such terms and conditions, including
service-based and performance-based vesting conditions, as the Committee determines.



     B. Underlying Securities. Each LTPU represents a mix of AIG’s 8.175% Series A-6 Junior
Subordinated Debentures (“Hybrid Securities”) and common stock of AIG, par value $2.50 per share
(“Common Stock” and, together with the Hybrid Securities, the “Underlying Securities”) determined
on the grant date for that LTPU (the “Grant Date”) in accordance with this Section 3.B. The Value of a
LTPU on its Grant Date will be $1000, and the Underlying Securities for the LTPU will consist of
Common Stock and Hybrid Securities with Values on the Grant Date of $200 and $800, respectively.
LTPUs will be payable solely in cash and, as a holder of LTPUs, a Participant will have only the
rights of a general unsecured creditor and no rights as a shareholder or Hybrid Security-debtholder
of AIG.



     C. Dollar Denominated Grants. Where the amount of a grant to be made on a specified date
under the Plan is denominated in dollars, the number of LTPUs granted on that date will be equal to
the dollar amount divided by $1,000.













 





     D. Fractional LTPUs. Fractional LTPUs may be issued under the Plan.




	4.	 	Valuation; Interest and Dividends





     A. Valuation. “Value” on any date means:




     (1) For Common Stock, the closing price on the New York Stock Exchange on that date.




     (2) For Hybrid Securities, the volume-weighted average price during the ten trading
days prior to the date as reported on the Financial Industry Regulatory Authority’s Trade
Reporting and Compliance Engine system.




     (3) For a LTPU, the sum of the Values of the Underlying Securities for the LTPU.



     B. Interest and Dividend Payments. During the period prior to payment of the LTPUs, any
interest or dividend paid in cash on any Underlying Security will be converted into additional
Hybrid Securities (if the Underlying Security is a Hybrid Security) or Common Stock (if the
Underlying Security is a share of Common Stock) as soon as practicable following the date of the
cash payment of interest or dividends.


5. Payouts of LTPUs. 




     Each LTPU will become payable on the dates specified for the LTPU in a Participant’s Award
Letter (each such date, a “Payment Date”). Cash payments for the LTPUs will be made within 30 days
following the applicable Payment Date through the Participant’s normal payroll and will be based on
the LTPU Value in effect on such Payment Date or the next following date for which Value is available.




	6.	 	Annual LTPU Salary





     A. General. A Participant’s Award Letter may specify that an Award will take the form of
periodic grants of LTPUs at a specified annual dollar rate (“Annual LTPU Salary”) pursuant to this
Section 6. In such case, the Annual LTPU Salary will be governed by the terms of this Section 6.



     B. Earning; Rate. Beginning on the date of the applicable Award Letter, or such other date as
may be specified in the Award Letter, Annual LTPU Salary will accrue and be earned equally over the
course of the year, subject to the Participant’s continued employment with AIG or any of AIG’s
subsidiaries. A Participant’s Annual LTPU Salary may be changed from time to time by the
Committee, including to increase, decrease or terminate the Annual LTPU Salary.



     C. Periodic Grants. Grants of LTPUs in respect of Annual LTPU Salary will be made on the 15th
and 30th day of each month, or, if any such day is not a business day, the immediately preceding
business day (each such date, a “Salary Grant Date”). Each such grant will be for a dollar amount
equal to the amount of



-2-









 




the Participant’s Annual LTPU Salary which has been earned but not yet paid as of the
applicable Salary Grant Date.




     D. Vesting. Unless otherwise specified in an Award Letter, LTPUs will be immediately vested
in the Participant on the applicable Salary Grant Date or Retroactive Grant Date (as defined in
Section 6.E).



     E. Retroactive LTPU Salary. Where an Award Letter provides that Annual LTPU Salary is to be
awarded retroactively effective from a specified date (the “Initial Date”), then, upon the later of
the date of the Award Letter and the Effective Date (the “Retroactive Grant Date”), an initial
grant of LTPUs (the “Retroactive Grant”) will be made for a dollar amount equal to the amount of
Annual LTPU Salary that would have been earned between the Initial Date and the last Salary Grant
Date preceding the Retroactive Grant Date. For purposes of Section 3.B, the Grant Date of
the Retroactive Grant will be the Retroactive Grant Date. For the purposes of determining Payment
Dates, the Retroactive Grant will be treated as though it had been granted as earned at the
applicable Salary Grant Dates between the Initial Date and the Retroactive Grant Date.


7. Adjustments; Conversion






     A. Adjustment of Awards. Subject to Sections 7.B and 7.C, the Committee will adjust
the terms of outstanding LTPUs to give effect to any exchange or conversion of, or adjustment to,
any Underlying Security, in each case in the same manner as is applicable to the Underlying
Securities held by third parties.



     B. Hybrid Conversion for Voluntary Exchange, Conversion or Adjustment. In the event of a
voluntary exchange or conversion of, or adjustment to, the Hybrid Securities into another security
in which at least 50% of the principal amount of the Hybrid Securities are exchanged, converted or
adjusted, any Underlying Security that is a Hybrid Security will be exchanged, converted or
adjusted into such other security on the same terms as in the
exchange, conversion or adjustment. If the Hybrid Securities are exchanged, converted or adjusted in whole or in
part into cash or securities other than (1) Common Stock or (2) securities substantially similar to the Hybrids Securities (with respect to reflecting the
long-term value of AIG), then (a) the value of such cash or securities will be converted into
additional LTPUs having such terms and features as designed in the discretion of the Committee to
reflect the long-term value of AIG, unless otherwise approved by the Special Master for TARP
Executive Compensation (the “Special Master”), and (B) additional grants of LTPUs in respect of
Annual LTPU Salary will be suspended and the structure of any future grants of Annual LTPU Salary
by AIG (if other than in the form of Common Stock) shall be subject to the approval of the Special
Master. Any grants of additional LTPUs to a Participant pursuant to this Section 7.B will be made
promptly following the first date on which at least 50% of the principal amount of the Hybrid
Securities are exchanged, converted or adjusted, and such LTPUs will become payable on the Payment
Date of the LTPUs whose Underlying Securities the additional LTPUs are granted in respect of.



     C. Hybrid Conversion for Redemptions. There will be no adjustment for any redemption of the
Hybrid Securities (and, for the avoidance of doubt, the Value of any Underlying Security that is a
Hybrid Security will continue to be determined in accordance with Section 4.A(2), unless 75% of the
Hybrid Securities are redeemed prior to their final maturity date, in which case any Underlying
Security that is a Hybrid Security will be converted into Common Stock (based on the par value of
the Hybrid Securities and the Value of the Common Stock at the time of conversion).



     D. Hybrid Conversion for Other Events. Any Underlying Security that is a Hybrid Security will
be converted into Common Stock (based on the Values of the Hybrid Securities and Common Stock at
the time of conversion) 90 days after the earlier of the date on which (i) at least 75% of the
preferred securities in AIG held by the U.S. Department of the Treasury are converted into Common
Stock, or (ii) AIG’s closing market capitalization (based on publicly-held, outstanding Common
Stock) is more than 10% of AIG’s total assets (as reported on AIG’s financial statements most
recently filed with the U.S. Securities and Exchange Commission).




     E. Treatment of Alternative Securities. If, pursuant to this Section 7, any LTPU becomes
based on a security which is not Common Stock or a Hybrid Security (such other security an
“Alternative Security”), then such Alternative Security will be treated analogously to an
Underlying Security and the terms and conditions of this Plan and any Award Letter shall apply,
mutatis mutandis, to the Alternative Security.




-3-









 




8. Stock Incentive Plan




     A. Grant of LTPUs. Each LTPU granted under the Plan will constitute an award under Section
2.8 of the American International Group, Inc. 2010 Stock Incentive Plan or comparable provision of
any successor plan, as amended from time to time (the “SIP”) with respect to the Underlying
Securities of such LTPU that are Common Stock. In the case of any conflict between the provisions
of the Plan and the SIP, the SIP shall control with respect to the Underlying Securities that are
Common Stock.



     B. Conversion of Underlying Securities. If, after the grant of a LTPU, any Underlying
Security that is a Hybrid Security is converted into Common Stock pursuant to Section 7, such
conversion will constitute an additional award under Section 2.8 of the SIP and will be subject to
the availability of shares of Common Stock under the SIP.


9. Administration of the Plan




     A. General. The Plan will be administered by the Committee. Actions of the Committee may be
taken by the vote of a majority of its members. The Committee may allocate among its members and
delegate to any person who is not a member of the Committee any of its administrative
responsibilities; provided that, the Committee may not delegate the determination of the terms and features
of any additional LTPUs granted pursuant to Section 7.B. The Committee will have power to interpret the Plan, to make regulations for
carrying out its purpose and to make all other determinations in connection with the Plan and its
administration (including, without limitation, the persons who will be Participants and the terms
of Awards, all of which will, unless otherwise determined by the Committee, be final, binding and
conclusive.



     B. Non-Uniform Determinations. The Committee’s determinations under the Plan need not be
uniform and may be made by it selectively among Participants (whether or not such Participants are
similarly situated); provided that, the terms and features of any additional LTPUs granted pursuant to Section
7.B shall be uniform for all Participants. Without limiting the generality of the foregoing, the Committee will be
entitled, among other things, to make non-uniform and selective determinations as to the persons to
become Participants and the amounts of Awards.



     C. Amendments. The Committee will have the power to amend the Plan in any manner and at any
time, including in a manner adverse to the rights of the Participants; provided that,
notwithstanding the foregoing, the Committee may not take any actions that, in the aggregate, in
the determination of the Committee under Section 9.A, materially and adversely impair any vested
award or, to the extent a Participant is subject to Section 409A
(as defined in Section 10.F),
accelerate or postpone any payment to a Participant to occur at a time other than the time provided
for in the Plan in a manner that would violate Section 409A.



     D. No Liability. No member of the Board of Directors of AIG or the Committee or any employee
of AIG or any subsidiary of AIG (each, a “Covered Person”) will have any liability to any person
(including any Participant) for any action taken or omitted to be taken or any determination made
in good faith with respect to the Plan or any Participant’s participation in it. Each Covered
Person will be indemnified and held harmless by AIG against and from any loss, cost, liability, or
expense (including attorneys’ fees) that may be imposed upon or



-4-









 




incurred by such Covered Person in connection with or resulting from any action, suit or
proceeding to which such Covered Person may be a party or in which such Covered Person may be
involved by reason of any action taken or omitted to be taken under the Plan and against and from
any and all amounts paid by such Covered Person, with AIG’s approval, in settlement thereof, or
paid by such Covered Person in satisfaction of any judgment in any such action, suit or proceeding
against such Covered Person, provided that AIG will have the right, at its own expense, to
assume and defend any such action, suit or proceeding and, once AIG gives notice of its intent to
assume the defense, AIG will have sole control over such defense with counsel of AIG’s choice. To
the extent any taxable expense reimbursement under this paragraph is subject to Section 409A, (x)
the amount thereof eligible in one taxable year shall not affect the amount eligible in any other
taxable year; (y) in no event shall any expenses be reimbursed after the last day of the taxable
year following the taxable year in which the Covered Person incurred such expenses; and (z) in no
event shall any right to reimbursement be subject to liquidation or exchange for another benefit.
The foregoing right of indemnification will not be available to a Covered Person to the extent that
a court of competent jurisdiction in a final judgment or other final adjudication, in either case,
not subject to further appeal, determines that the acts or omissions of such Covered Person giving
rise to the indemnification claim resulted from such Covered Person’s bad faith, fraud or willful
misconduct. The foregoing right of indemnification will not be exclusive of any other rights of
indemnification to which Covered Persons may be entitled under AIG’s Restated Certificate of
Incorporation or Bylaws, or the Certificate of Incorporation or Bylaws of any relevant subsidiary
of AIG as a matter of law, or otherwise, or any other power that AIG or any subsidiary of AIG may
have to indemnify such persons or hold them harmless.



10. General Rules




     A. Plan and Awards Subject to Compensation Requirements. Compensation under the Plan is
subject to applicable regulations issued by the U.S. Department of the Treasury pursuant to the
Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment
Act of 2009, and applicable requirements of agreements between AIG and the U.S. government, or any
agency or instrumentality thereof, or the AIG Credit Facility Trust. Participants may receive
compensation under the Plan only to the extent that it is consistent with the preceding.



     B. No Funding. AIG will be under no obligation to fund or set aside amounts to pay
obligations under the Plan. Participants will have no rights to the issuance or payment of any
LTPUs other than as a general unsecured creditor of AIG.



     C. No Rights to Other Payments. The provisions of the Plan provide no right or eligibility to
a Participant to any other payouts from AIG or its subsidiaries under any other alternative plans,
schemes, arrangements or contracts that AIG may have with any employees or group of employees of
AIG.



     D. Market Activity Restrictions. A Participant may not trade in Hybrid Securities or engage
in any derivative or similar transaction with respect to Hybrid Securities at any time during which
the Participant holds any outstanding



-5-









 




LTPUs. Any activity by a Participant in violation of this Section 10.D will result in
immediate forfeiture of the Participant’s outstanding LTPUs.




     E. Set-Off. AIG has the right to set-off against its obligation to pay cash under the Plan or
any Award Letter any outstanding amounts (including, without limitation, travel and entertainment
or advance account balances, loans, repayment obligations under any awards, or amounts repayable to
AIG or any subsidiary pursuant to tax equalization, housing, automobile or other employee programs)
that a Participant then owes to AIG and any amounts the Committee otherwise deems appropriate
pursuant to any tax equalization policy or agreement, provided that AIG may not effect such
an offset if it would constitute a substitute for payment of deferred compensation under Section
409A (as defined in Section 10.F).



     F. Section 409A. LTPUs are intended to provide payments to Participants that are “deferred
compensation” subject to Section 409A, and the Plan is intended to, and will be interpreted,
administered and construed to, comply with Section 409A with respect to the LTPUs. For this
purpose, “Section 409A” means Section 409A of the Internal Revenue Code of 1986, including any
amendments or successor provisions to that section, and any regulations and other administrative
guidance thereunder, in each case as they may be from time to time amended or interpreted through
further administrative guidance. The Committee will have full authority to give effect to the
intent of this Section 10.F. Each payment of the LTPUs will be treated as a separate payment for
purposes of Section 409A.



     G. Tax Withholding. As a condition to the award or payment of any compensation under the Plan
or in connection with any other event that gives rise to a federal or other governmental tax
withholding obligation (i) AIG or its affiliates may deduct or withhold (or cause to be deducted or
withheld) from any payment or Award to a Participant whether or not pursuant to the Plan, or (ii)
the Committee will be entitled to require that the Participant remit cash to AIG or its affiliates
(through payroll deduction or otherwise), in each case, in an amount sufficient as determined by
AIG to satisfy such withholding obligation. Participants shall be solely liable for any
applicable taxes (including, without limitation, income and excise taxes) and penalties, and any
interest that accrues thereon, that they incur in connection with the receipt of any LTPUs, and AIG
shall have no liability in respect thereof.



     H. Severability. If any of the provisions of the Plan or any Award Letter is finally held to
be invalid, illegal or unenforceable (whether in whole or in part), such provision will be deemed
modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability
and the remaining provisions will not be affected thereby; provided that if any of such
provisions is finally held to be invalid, illegal, or unenforceable because it exceeds the maximum
scope determined to be acceptable to permit such provision to be enforceable, such provision will
be deemed to be modified to the minimum extent necessary to modify such scope in order to make such
provision enforceable hereunder.



     I. Entire Agreement. The Plan and any Award Letter contain the entire agreement of the
parties with respect to the subject matter thereof and supersede all prior agreements, promises,
covenants, arrangements,



-6-









 




communications, representations and warranties between them, whether written or oral with
respect to the subject matter thereof.




     J. No Third Party Beneficiaries. Except as expressly provided therein, neither the Plan nor
any Award Letter will confer on any person other than AIG and the Participant any rights or
remedies thereunder. The exculpation and indemnification provisions of Section 9.D will inure to
the benefit of a Covered Person’s estate and beneficiaries and legatees.



     K. No Liability With Respect to Tax Qualification or Adverse Tax Treatment. Notwithstanding
anything to the contrary contained herein, in no event shall AIG be liable to a Participant on
account of an Award’s failure to (a) qualify for favorable United States or foreign tax treatment
or (b) avoid adverse tax treatment under United States or foreign law, including, without
limitation, Section 409A.



     L. Successor Entity; AIG’s Successors and Assigns. Unless otherwise provided in the
applicable Award Letter and except as otherwise determined by the Committee, in the event of a
merger, consolidation, mandatory share exchange or other similar business combination of AIG with
or into any other entity (“Successor Entity”) or any transaction in which another person or entity
acquires all of the issued and outstanding Common Stock of AIG, or all or substantially all of the
assets of AIG, outstanding Awards may be assumed or a substantially equivalent award may be
substituted by such Successor Entity or a parent or subsidiary of such Successor Entity. The terms
of the Plan will be binding upon and inure to the benefit of AIG and any Successor Entity.



     M. Nonassignability; No Hedging. The LTPUs will not be assignable, transferable, pledged,
hedged or in any manner alienated, whether by operation of law or otherwise, except as a result of
death or incapacity where such rights are passed pursuant to a will or by operation of law. Any
assignment, transfer, pledge, or other disposition in violation of the provisions of this Section
10.M will be null and void and any LTPUs which are hedged in any manner will immediately be
forfeited. All of the terms and conditions of the Plan and the Award Letters will be binding upon
any permitted successors and assigns.



     N. Right to Discharge. Nothing contained in the Plan or in any Award Letter will confer on
any Participant any right to be continued in the employ of AIG or any of its subsidiaries or to be
included in any future plans of a similar nature.



     O. Plan Headings. The headings in the Plan are for the purpose of convenience only and are
not intended to define or limit the construction of the provisions hereof.


11. Disputes




     A. Governing Law. The Plan 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.



-7-









 





     B. Arbitration. Subject to the provisions of this Section 11, any dispute, controversy or
claim between AIG or a subsidiary of AIG and a Participant, arising out of or relating to or
concerning the Plan, any Award Letter or the LTPUs, will be finally settled by arbitration in New
York City before, and in accordance with the rules then obtaining of, the American Arbitration
Association (the “AAA”) in accordance with the commercial arbitration rules of the AAA. Prior to
arbitration, all claims maintained by a Participant must first be submitted to the Committee in
accordance with claims procedures determined by the Committee.



     C. Jurisdiction. AIG and each Participant hereby irrevocably submit to the exclusive
jurisdiction of a state or federal court of appropriate jurisdiction located in the Borough of
Manhattan, the City of New York over any suit, action or proceeding arising out of or relating to
or concerning the Plan, any Award Letter or the LTPU. AIG and each Participant acknowledge that
the forum designated by this Section 11.C has a reasonable relation to the Plan and to such
Participant’s relationship with AIG.



     D. Waiver. AIG and each Participant waive, to the fullest extent permitted by applicable law,
any objection which AIG and such Participant now or hereafter may have to personal jurisdiction or
to the laying of venue of any such suit, action or proceeding in any court referred to in Section
11.C. AIG and each Participant undertake not to commence any action, suit or proceeding arising
out of or relating to or concerning the Plan, any Award Letter or the LTPUs in any forum other than
a court of appropriate jurisdiction described in Section 11.C.



     E. Service of Process. Each Participant irrevocably appoints the Secretary of AIG as his or
her agent for service of process in connection with any action, suit or proceeding arising out of
or relating to or concerning the Plan, any Award Letter or the LTPUs that is not otherwise
arbitrated or resolved according to Section 11.B. The Secretary will promptly advise the
Participant of any such service of process.



     F. Confidentiality. Each Participant must keep confidential any information concerning any
grant made under the Plan and any dispute, controversy or claim relating to the Plan or any Award
Letter, except that a Participant may disclose information concerning a dispute or claim to the
court that is considering such dispute or to such Participant’s legal counsel (provided that such
counsel agrees not to disclose any such information other than as necessary to the prosecution or
defense of the dispute).


12. Term of Plan




     The Plan will continue until suspended or terminated by the Committee in its sole discretion.
Any termination of the Plan will be done in a manner that the Committee determines complies with
Section 409A.




-8-