Exhibit 10(63)


 


AMERICAN  INTERNATIONAL 
GROUP,  INC.


2009 TARP
RSU  AWARD  AGREEMENT


 


The Compensation and
Management Resources Committee of the Board of Directors of AIG, including any
substitute or successor thereto (the “Committee”),
has awarded you TARP Restricted Stock Units (“RSUs”),
based on the Committee’s assessment of your performance.  This award agreement (this “Award Agreement”) sets forth the
terms and conditions of your award (this “Award”).


 


1.             Status of Award; Defined Terms. 
This Award is being provided to you as an employee subject to the
Determination Memorandum of the Special Master, dated as of December 11,
2009 (the “Determination”).  To comply with the Determination, the Award
is intended to be (a) a form of compensation which is non-transferrable
for three years following grant, as described in Section IV.B.1 of the
Determination; and (b) a form of incentive compensation paid in stock
equivalents which is non-transferrable for one year following vesting and three
years following grant, as described in Section IV.B.1.c.ii of the
Determination.  In addition, in order to
comply with certain requirements potentially applicable to you now or in the
future under the TARP Standards for Compensation and Corporate Governance, Interim
Final Rule, 31 C.F.R. Part 30 (the “Rule”),
the Award is intended to be a grant of “long-term restricted stock” as defined
in the Rule.  The Award shall be
interpreted in accordance with these intentions.  Capitalized terms used but not otherwise
defined in this Award Agreement have the meanings given in the attached
Glossary of Terms.


 


2.             Award.  The
number of RSUs subject to this Award is set forth at the end of this Award
Agreement.  Each RSU constitutes an
unfunded and unsecured promise of AIG to deliver (or cause to be delivered) to
you, subject to the terms of this Award Agreement, cash equal to the Fair
Market Value of one share of Common Stock on the Payout Date as provided
herein.


 


3.             Vesting; Payout.


 


(a)           Vesting.  Except
as provided in this Paragraph 3 and in Paragraphs 4, 5, 6 and 7, you shall
become vested in the RSUs on the second anniversary of the Date of Grant
specified at the end of this Award Agreement (the “Scheduled
Vesting Date”).  Except as
provided in this Paragraph 3 and Paragraph 6, if your Employment terminates for
any reason prior to the Scheduled Vesting Date, your rights in respect of all
of your RSUs shall terminate, and no cash shall be paid in respect of such
RSUs.


 


(b)           Payment Dates. 
Subject to Paragraph 8, the RSUs shall not be payable prior to the first
anniversary of the Scheduled Vesting Date (the “Initial
Permitted Date”).  Unless
the RSUs fail to be vested on the Scheduled Vesting Date, the RSUs shall become
payable on the first date on or after the Initial Permitted Date at which:


 


(i)            With
respect to 25% of the RSUs, AIG has repaid at least 25% of the aggregate
financial assistance received under the Troubled Asset Relief Program (the “TARP”);


 





















 


(ii)           With
respect to an additional 25% of the RSUs (for a total of 50% of the RSUs), AIG
has repaid at least 50% of the aggregate financial assistance received under
the TARP;


 


(iii)          With
respect to an additional 25% of the RSUs (for a total of 75% of the RSUs), AIG
has repaid 75% of the aggregate financial assistance received under the TARP;
and


 


(iv)          With
respect to the remainder of the RSUs, AIG has repaid  100% of the aggregate financial assistance
received under the TARP (such date and the payment dates set forth in clauses
(i), (ii) and (iii) of this Paragraph 2(b), each a “Payout Date”).


 


(c)           Payout.  Except
as provided in this Paragraph 3 and in Paragraphs 4, 5, 7, 8 and 9, the RSUs
shall be paid on or promptly following the Payout Date, and in any case within
30 days of the Payout Date.


 


(d)           Death. 
Notwithstanding any other provision of this Award Agreement, if you die,
the condition set forth in Paragraph 3(a) shall be waived with respect to
your then-unvested RSUs (such that any then-unvested outstanding RSUs shall
vest) and the cash corresponding to your outstanding RSUs shall be paid to the
representative of your estate promptly after the later of your death and the
Payout Date.


 


(e)           Delay of Payment. 
The Committee may, in its sole discretion, defer payment of RSUs or
permit you to elect to defer payment of RSUs, in each case in a manner that
conforms to the requirements of Section 409A(a)(4) of the Code.


 


4.             Termination of RSUs.


 


(a)           Except as provided in Paragraphs 3(d) and
6, your rights in respect of your outstanding unvested RSUs shall immediately
terminate, and no cash shall be paid in respect of such unvested RSUs, if at
any time prior to the Scheduled Vesting Date your Employment with AIG
terminates for any reason, or you are otherwise no longer actively Employed by
AIG.


 


(b)           Unless the Committee determines
otherwise, and except as further provided in Paragraph 5, your rights in
respect of all of your RSUs (whether or not vested) shall immediately
terminate, and no cash shall be paid in respect of such RSUs, if at any time
prior to the Payout Date:


 


(i)            you
attempt to have any dispute under this Award Agreement or the Plan resolved in
any manner that is not provided for by Paragraph 15; or


 


(ii)           any
event that constitutes Cause has occurred; or


 


(iii)          you
in any manner, directly or indirectly, (A) Solicit any Client to transact
business with a Competitive Enterprise or to reduce or refrain from doing any
business with AIG or (B) interfere with or damage (or attempt to interfere
with or damage) any relationship between AIG and any 


 


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such
Client or (C) Solicit any person who is an employee of AIG to resign from
AIG or to apply for or accept employment with any Competitive Enterprise; or


 


(iv)          you
fail to certify to AIG, in accordance with procedures established by the Committee,
that you have complied, or the Committee determines that you have failed to
comply, with all of the terms and conditions of this Award Agreement as of the
Payout Date.  By accepting the payment of
cash under this Award Agreement, you shall be deemed to have represented and
certified at such time that you have complied with all the terms and conditions
of this Award Agreement.


 


(c)           Unless the Committee determines
otherwise, if the Payout Date in respect of any of your outstanding RSUs occurs
and you have not complied with the conditions or your obligations under
Paragraph 4(b)(iv), all of your rights with respect to your outstanding RSUs
shall terminate immediately.


 


5.             Repayment and Clawback.


 


(a)           If, following the payment of cash, the
Committee determines that all terms and conditions of this Award Agreement in
respect of such payment were not satisfied, AIG shall be entitled to receive,
and you shall be obligated to pay AIG immediately upon demand therefor, the
amount of cash paid with respect to the Payout Date net of any taxes withheld.


 


(b)           If AIG determines that this Award or any
payment made pursuant to this Award was based on materially inaccurate
financial statements (which includes, but is not limited to, statements of
earnings, revenues or gains) or any other materially inaccurate performance
metric criteria, then (i) the RSUs shall be forfeited or, (ii) following
payment of the RSUs, AIG shall be entitled to receive, and you shall be
obligated to repay to AIG immediately upon demand therefor, the amount of cash
paid with respect to the Payout Date. 
The repayment described in clause (ii) of this Paragraph 5(b) shall
be net of any taxes withheld on the original payment to you, except to the
extent that a greater repayment is required by the Rule or the
Determination.  AIG will determine
whether a financial statement or other performance metric criteria is
materially inaccurate in accordance with the standards set forth in § 30.8
of the Rule, or any similar or successor provision applicable to AIG and in
effect from time to time.


 


6.             Disability.


 


(a)           Notwithstanding any other provision of
this Award Agreement, but subject to Paragraph 6(b), if you become subject to
Disability, the condition set forth in Paragraph 3(a) shall be waived with
respect to your then outstanding unvested RSUs (such that any then unvested
outstanding RSUs shall vest) and the cash corresponding to your outstanding
RSUs shall be paid to you promptly after the later of the date you become
subject to Disability and the Payout Date, but all other conditions of this
Award Agreement shall continue to apply.


 


(b)           Without limiting the application of
Paragraph 3(b) or Paragraph 3(c), your rights in respect of any
outstanding RSUs that become vested solely by reason of Paragraph 6(a) shall
terminate, and no cash shall be paid in 


 


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respect of such outstanding RSUs if,
following your becoming subject to Disability and prior to the payment of cash
in respect of such outstanding RSUs, you (i) form, or acquire a 5% or
greater equity ownership, voting or profit participation interest in, any
Competitive Enterprise or (ii) associate in any capacity (including, but
not limited to, association as an officer, employee, partner, director,
consultant, agent or advisor) with any Competitive Enterprise.


 


7.             Non-transferability. 
Except as otherwise may be provided by the Committee, this Award (or any
rights and obligations hereunder) may not be sold, exchanged, transferred,
assigned, pledged, hypothecated or otherwise disposed of or hedged in any
manner (including through the use of any cash-settled instrument), whether
voluntarily or involuntarily and whether by operation of law or otherwise,
other than by will or by the laws of descent and distribution.  Any sale, exchange, transfer, assignment,
pledge, hypothecation, or other disposition in violation of this Paragraph 7
will be null and void and if this Award is hedged in any manner it will
immediately be forfeited.  All of the
terms and conditions of this Award Agreement will be binding upon any permitted
successors and assigns.


 


8.             Withholding, Consents, Other Limits and
Legends.


 


(a)           You shall be solely responsible for any
applicable taxes (including, without limitation, income and excise taxes) and
penalties, and any interest that accrues thereon, incurred in connection with
your Award. Unless you otherwise direct, AIG will satisfy applicable tax
withholdings and make applicable deductions in respect of your Award and pay
cash pursuant to Paragraph 3(c) in respect of the remainder.  In the alternative, you may remit cash to AIG
(through payroll deduction or otherwise), in each case in an amount sufficient
in the opinion of AIG to satisfy such withholding obligation.


 


(b)           With respect to any Federal Insurance
Contributions Act (FICA) tax or other employment taxes that may be due in
respect of your Award, AIG may accelerate the payout of RSUs under this Award
Agreement in order to satisfy such taxes.


 


(c)           Your right to receive cash pursuant to
the Award is conditioned on the receipt to the reasonable satisfaction of the
Committee of any required Consent that the Committee may reasonably determine
to be necessary or advisable.


 


(d)           No Award granted under this Award
Agreement will increase the amounts payable to you pursuant to AIG’s severance
plans and arrangements.


 


9.             Section 409A.


 


(a)           The RSUs are intended to be paid on or
promptly following the first date on which payment is permissible under both
the Determination and the provisions of the Rule regarding “long-term
restricted stock”, and therefore to be exempt from Section 409A under the
guidance provided in the Rule and in IRS Notice 2009-92 (the “Guidance”).


 


(b)           To the extent that AIG determines that
the payment schedule specified in Section 3(b) of this Award
Agreement is not permissible under the 


 


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Guidance or Section 409A,
then the Payout Date for all of the RSUs shall be the Initial Permitted Date,
and all of the RSUs shall be paid on or promptly following that date.


 


10.          No Rights to Continued Employment. 
Nothing in this Award Agreement shall be construed as giving you any
right to continued Employment by AIG or affect any right that AIG may have to
terminate or alter the terms and conditions of your Employment.


 


11.          Successors and Assigns of AIG. 
The terms and conditions of this Award Agreement shall be binding upon,
and shall inure to the benefit of, AIG and its successor entities.


 


12.          Committee Discretion. 
Subject to Paragraph 13, the Committee shall have full discretion with
respect to the interpretation of this Award Agreement and any actions to be
taken or determinations to be made in connection with this Award Agreement
(including, without limitation, whether you have become subject to Disability),
and its interpretations, actions and determinations shall be final, binding and
conclusive.


 


13.          Amendment.  The
Committee reserves the right at any time to amend the terms and conditions set
forth in this Award Agreement; provided
that, notwithstanding the foregoing, no such amendment shall materially
adversely affect your rights and obligations under this Award Agreement without
your consent (or the consent of your estate, if such consent is obtained after
your death), and provided, further,
that the Committee may not accelerate or postpone the payment of the cash due
in respect of RSUs to a time other than the applicable time provided for in
this Award Agreement or in accordance with Paragraph 9. Any amendment of this
Award Agreement shall be in writing signed by an authorized member of the
Committee or a person or persons designated by the Committee.


 


14.          Adjustment.  Subject
to Paragraph 13, the Committee shall, in its sole discretion, equitably adjust
the terms of this Award to preserve the benefits or potential benefits intended
to be made available to you for any increase or decrease in the number of
issued shares of Common Stock resulting from a recapitalization, spin-off,
split-off, stock split, stock dividend, combination or exchange of shares of
Common Stock, merger, consolidation, rights offering, separation,
reorganization or liquidation, or any other change in the corporate structure
or shares of AIG. Notwithstanding the foregoing, the Committee may, in its sole
discretion, decline to adjust the terms of this Award if it determines that
such adjustment would violate applicable law or result in adverse tax
consequences to you or to AIG.


 


15.          Arbitration; Choice of Forum.


 


(a)           Any dispute, controversy or claim between
AIG and you, arising out of or relating to or concerning this Award Agreement,
shall be finally settled by arbitration in New York City before, and in
accordance with the rules then obtaining of, the New York Stock Exchange, Inc.
(the “NYSE”) or, if the NYSE
declines to arbitrate the matter (or if the matter otherwise is not arbitrable
by it), the American Arbitration Association (the “AAA”)
in accordance with the commercial arbitration rules of the AAA. Prior to
arbitration, all claims maintained 


 


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by you must first be submitted to the
Committee in accordance with claims procedures determined by the Committee.
This paragraph is subject to the provisions of Paragraphs 15(b) and (c) below.


 


(b)           AIG AND YOU HEREBY IRREVOCABLY SUBMIT
TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE CITY
OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
OR CONCERNING THIS AWARD AGREEMENT THAT IS NOT OTHERWISE ARBITRATED OR RESOLVED
ACCORDING TO PARAGRAPH 15(a) OF THIS AWARD AGREEMENT. This includes any suit, action or
proceeding to compel arbitration or to enforce an arbitration award. AIG and
you acknowledge that the forum designated by this Paragraph 15(b) has a
reasonable relation to this Award Agreement and to your relationship with AIG.
Notwithstanding the foregoing, nothing herein shall preclude AIG from bringing
any action, suit or proceeding in any other court for the purpose of enforcing
the provisions of this Paragraph 15.


 


(c)           The agreement by you and AIG as to forum
is independent of the law that may be applied in the action, suit or proceeding
and you and AIG agree to such forum even if the forum may under applicable law
choose to apply non-forum law. You and AIG hereby waive, to the fullest extent
permitted by applicable law, any objection which you or AIG 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 Paragraph 15(b). You and AIG
undertake not to commence any action, suit or proceeding arising out of or
relating to or concerning this Award Agreement in any forum other than a forum
described in this Paragraph 15. You and (subject to the last sentence of
Paragraph 15(b)) AIG agree that, to the fullest extent permitted by applicable
law, a final and non-appealable judgment in any such suit, action or proceeding
in any such court shall be conclusive and binding upon you and AIG.


 


(d)           You irrevocably appoint the Secretary of
AIG as your agent for service of process in connection with any action, suit or
proceeding arising out of or relating to or concerning this Award Agreement
which is not arbitrated pursuant to the provisions of Paragraph 15(a), who
shall promptly advise you of any such service of process.


 


(e)           You hereby agree to keep confidential the
existence of, and any information concerning, a dispute described in this
Paragraph 15, except that you may disclose information concerning such dispute
to the arbitrator or court that is considering such dispute or to your 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).


 


(f)            You recognize and agree that prior to the
grant of this Award you have no right to any benefits hereunder. Accordingly,
in consideration of the receipt of this Award, you expressly waive any right to
contest the amount of this Award, terms of this Award Agreement, any
determination, action or omission hereunder by the Committee, or any amendment
to this Award Agreement (other than an amendment to which your consent is
expressly required by Paragraph 13) and you expressly waive any claim related
in any way to the Award including any 


 


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claim based on any promissory estoppel or
other theory in connection with this Award and your Employment with AIG.


 


16.          Governing Law. 
THIS AWARD SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAWS.


 


17.          TARP Restrictions. Payments under this Award Agreement are
subject to applicable regulations issued by the U.S. Department of the Treasury
and applicable requirements of agreements between AIG and the U.S. government,
as the same are in effect from time to time. 
You may receive compensation under this Award Agreement only to the
extent that it is consistent with those regulations and requirements.


 


18.          Headings.  The
headings in this Award Agreement are for the purpose of convenience only and
are not intended to define or limit the construction of the provisions hereof.


 


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IN WITNESS WHEREOF,
AMERICAN INTERNATIONAL GROUP, INC. has caused this Award Agreement to be duly
executed and delivered as of the Date of Grant.


 


	
   

  	
  AMERICAN
  INTERNATIONAL GROUP, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


 


	
  Recipient:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Number
  of RSUs:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date
  of Grant:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Scheduled
  Vesting Date:

  	
   

  	
   

  



 


 


	
  Receipt

  	
   

  	
   

  	
   

  	
   

  
	
  Acknowledged:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Street

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  City,

  	
  State

  	
  Zip Code

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Social
  Security No./Local I.D. No.

  	
   

  
						



 


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Glossary of Terms


 


Solely
for purposes of this award of RSUs, the following terms shall have the meanings
set forth below. Capitalized terms not defined in this Glossary of Terms shall
have the meanings as used or defined in the Award Agreement.


 


“AIG”
means American International Group, Inc. (or a successor entity thereof)
and its consolidated subsidiaries.


 


“Cause”
means (i) your conviction, whether following trial or by plea of guilty or
nolo contendere (or similar plea), in a
criminal proceeding (A) on a misdemeanor charge involving fraud, false
statements or misleading omissions, wrongful taking, embezzlement, bribery,
forgery, counterfeiting or extortion, or (B) on a felony charge or (C) on
an equivalent charge to those in clauses (A) and (B) in jurisdictions
which do not use those designations; (ii) your engaging in any conduct
which constitutes an employment disqualification under applicable law
(including statutory disqualification as defined under the Securities Exchange
Act of 1934); (iii) your failure to perform your duties to AIG; (iv) your
violation of any securities or commodities laws, any rules or regulations
issued pursuant to such laws, or the rules and regulations of any
securities or commodities exchange or association of which AIG or any of its
subsidiaries or affiliates is a member; (v) your violation of any AIG
policy concerning hedging or confidential or proprietary information, or your
material violation of any other AIG policy as in effect from time to time; (vi) your
engaging in any act or making any statement which impairs, impugns, denigrates,
disparages or negatively reflects upon the name, reputation or business
interests of AIG; or (vii) your engaging in any conduct detrimental to
AIG. The determination as to whether “Cause” has
occurred shall be made by the Committee in its sole discretion. The Committee
shall also have the authority in its sole discretion to waive the consequences
of the existence or occurrence of any of the events, acts or omissions
constituting “Cause.”


 


“Client”
means any client or prospective client of AIG to whom you 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.


 


“Code”
means the Internal Revenue Code of 1986, as amended from time to time, or any
successor thereto, and the applicable rulings and regulations thereunder.


 


“Common Stock” means the common stock of AIG,
par value $2.50 per share, and any other securities or property issued in
exchange therefor or in lieu thereof.


 


“Competitive
Enterprise” means a business enterprise that (i) engages in
any activity, or (ii) owns or controls a significant interest in any
entity that engages in any activity, that, in either case, competes anywhere
with any activity in which AIG is engaged. The activities covered by the
previous sentence include, without limitation, all insurance and re-insurance
and insurance and re-insurance-related activities and financial services in the
United States and abroad.


 


“Consent” means, with respect to issuance of
cash or any other action pursuant to this Award Agreement, (a) any and all
listings, registrations or qualifications in respect thereof upon any
securities exchange or under any federal, 


 


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state,
or local law, or law, rule or regulation of a jurisdiction outside the
United States, (b) any other matter that the Committee may deem necessary
or desirable to comply with the terms of any such listing, registration or
qualification or to obtain an exemption from the requirement that any such
listing, qualification or registration be made, (c) any and all other
consents, clearances and approvals in respect of the action by any governmental
or other regulatory body or any stock exchange or self-regulatory agency and (d) any
and all consents or other documentation required by the Committee.


 


“Disability” means a
period of medically determined physical or mental impairment that is expected
to result in death or last for a period of not less than 12 months during which
you qualify for income replacement benefits under AIG’s long-term disability
plan for at least three months, or, if you do not participate in such a plan, a
period of disability during which you are unable to engage in any substantial
gainful activity by reason of any medically determined physical or mental
impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months.


 


“Employment”
means your performance of services for AIG, as an employee of AIG, as
determined by the Committee.


 


“Fair
Market Value” means, with
respect to a share of Common Stock on any day, the closing price of a share of
Common Stock on the New York Stock Exchange on that day (or, if the New York
Stock Exchange is closed on that day, on the next following day on which the
Common Stock is traded on that Exchange). 
If the Common Stock ceases to be listed or traded in the regular way on
the New York Stock Exchange, the Fair Market Value of Common Stock shall be
determined by a methodology approved by the Committee.


 


“Section 409A”
means Section 409A of the Code, 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.


 


“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.


 


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