EX-10.D



 





Exhibit 10(d)




AMERICAN INTERNATIONAL GROUP, INC.



AMENDED AND RESTATED 2007 STOCK INCENTIVE PLAN



RSU AWARD AGREEMENT




          This award agreement (this “Award Agreement”) sets forth the terms and conditions of an award
(this “Award”) of restricted stock units (“RSUs”) granted to you under the American International
Group, Inc. Amended and Restated 2007 Stock Incentive Plan (the “Plan”).




          1. The Plan. This Award is made pursuant to the Plan, the terms of which are
incorporated in this Award Agreement. Capitalized terms used in this Award Agreement that are not
defined in this Award Agreement, or in the attached Glossary of Terms, have the meanings as used or
defined in the Plan.




          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, one share of Common Stock
(the “Share” or the “Shares” as the context requires) (or securities or other property equal to
the Fair Market Value thereof) on the Scheduled Vesting Date as provided herein. Until such
delivery, you have only the rights of a general unsecured creditor, and no rights as a shareholder,
of AIG. THIS AWARD IS SUBJECT TO ALL TERMS, CONDITIONS AND PROVISIONS OF THE PLAN AND THIS AWARD
AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE ARBITRATION AND CHOICE OF FORUM PROVISIONS SET FORTH
IN PARAGRAPH 15.




          3. Vesting and Delivery.




          (a) Vesting. Except as provided in this Paragraph 3 and in Paragraphs 4 and 6, you
shall become vested in the RSUs, and the Shares underlying the RSUs shall be delivered, on the
fourth anniversary of the Date of Grant specified at the end of this Award Agreement (the
“Scheduled Vesting Date”). Except as provided in 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 Shares (or securities or other property) shall be delivered in respect of such
RSUs.




          (b) Delivery. Except as provided in this Paragraph 3 and in Paragraphs 4, 6, 8 and 9,
the Shares underlying the vested RSUs shall be delivered on the Scheduled Vesting Date. The Company
may, at its option, deliver securities or other property in lieu of all or any portion of the
Shares otherwise deliverable on the Scheduled Vesting Date. Such payment shall equal the product of
the number of Shares to be delivered on the Scheduled Vesting Date and the Fair Market Value of one
Share of Common Stock on the Scheduled Vesting Date. You shall be deemed the beneficial owner of
the Shares at the close of business on the Scheduled Vesting Date and shall be entitled to any
dividend or distribution that has not already been made with respect to such Shares if the record
date for such dividend or distribution is on or after the close of business on the Scheduled
Vesting Date. Notwithstanding the foregoing, if the Scheduled Vesting Date occurs at a time when
you are considered by AIG to be one of its “covered employees” within the meaning of Section 162(m)
of the Code, then, unless the Committee determines otherwise, delivery of the Shares (or securities
or other property) automatically shall be deferred until after you have ceased to be such a covered
employee.




 









 








          (c) Death. Notwithstanding any other provision of this Award Agreement, if you die
prior to the Scheduled Vesting Date, and provided your rights in respect of your RSUs have not
previously terminated, the Shares (or securities or other property in lieu of all or any part
thereof) corresponding to your outstanding RSUs shall be delivered to the representative of your
estate as soon as practicable after the date of death and after such documentation as may be
requested by the Committee is provided to the Committee.




          4. Termination of RSUs and Non-Delivery of Shares.




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




          (b) Unless the Committee determines otherwise, and except as further provided in Paragraph 6,
your rights in respect of all of your RSUs (whether or not vested) shall immediately terminate, and
no Shares (or securities or other property) shall be delivered in respect of such RSUs, if at any
time prior to the Scheduled Vesting 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
the Company or (B) interfere with or damage (or attempt to interfere with or damage) any
relationship between the Company and any such Client or (C) Solicit any person who is an
employee of the Company to resign from the Company 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, with respect to the Scheduled Vesting Date that you have complied, or the
Committee determines that you have failed as of the Scheduled Vesting Date to comply, with
all of the terms and conditions of this Award Agreement. By accepting the delivery of
Shares (or securities or other property) 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 Scheduled Vesting Date in respect of any
of your outstanding RSUs occurs, and Shares (or securities or other property) with respect to such
outstanding RSUs would be deliverable under the terms and conditions of this Award Agreement,
except that 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 no later than the
Scheduled Vesting Date for such Shares.




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          5. Repayment. If, following the delivery of Shares (or securities or other property),
the Committee determines that all terms and conditions of this Award Agreement in respect of such
delivery were not satisfied, the Company shall be entitled to receive, and you shall be obligated
to pay the Company immediately upon demand therefor, the Fair Market Value of the Shares
(determined as of the Scheduled Vesting Date) and the amount of securities or other property (to
the extent that any securities or other property was delivered in lieu of Shares) delivered with
respect to the Scheduled Vesting Date, without reduction for any Shares (or securities or other
property) applied to satisfy withholding tax or other obligations in respect of such Shares (or
securities or other property).




          6. Disability and Retirement.




          (a) Notwithstanding any other provision of this Award Agreement, but subject to Paragraph
6(b):





          (i) if your Employment with the Company is terminated by reason of Disability or
Retirement, the condition set forth in Paragraph 4(a) shall be waived with respect to your
then outstanding unvested RSUs (as a result of which any such then unvested outstanding
RSUs shall vest and shares corresponding to the RSUs shall be delivered to you as soon as
practicable after the date of termination and after such documentation as may be requested
by the Committee is provided to the Committee), but all other conditions of this Award
Agreement shall continue to apply; and




          (ii) if your Employment with the Company is terminated by reason of Early Retirement,
the condition set forth in Paragraph 4(a) shall be waived with respect to a fraction of
your then outstanding unvested RSUs, the numerator of which fraction shall be the number of
whole months between the Date of Grant and the date of such termination of Employment by
reason of Early Retirement, and the denominator of which fraction shall be the number of
whole months between the Date of Grant and the Scheduled Vesting Date (as a result of which
such fraction of any such then unvested outstanding RSUs shall vest, and shares
corresponding to such fraction of the RSUs shall be delivered to you as soon as practicable
after the date of termination and after such documentation as may be requested by the
Committee is provided to the Committee, but all other unvested outstanding RSUs shall
immediately terminate), but all other conditions of this Award Agreement shall continue to
apply.



          (b) Without limiting the application of Paragraph 4(b) or Paragraph 4(c), your rights in
respect of any outstanding RSUs that become vested solely by reason of Paragraph 6(a) shall
terminate, and no Shares (or securities or other property) shall be delivered in respect of such
outstanding RSUs if, following the termination of your Employment with the Company by reason of
Disability, Retirement or Early Retirement and prior to the Scheduled Vesting Date, 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, the
limitations set forth in Section 3.5 of the Plan shall apply. Any assignment or delegation in
violation of the provisions of this Paragraph 7 shall be null and void.




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          8. Withholding, Consents and Legends.




          (a) The delivery of Shares is conditioned on your satisfaction of any applicable withholding
taxes (in accordance with Section 3.2 of the Plan).




          (b) Your rights in respect of your RSUs are conditioned on the receipt to the full
satisfaction of the Committee of any required Consent (as defined in Section 3.3 of the Plan) that
the Committee may determine to be necessary or advisable (including, without limitation, your
consenting to deductions from your wages, or another arrangement satisfactory to the Committee, to
reimburse the Company for advances made on your behalf to satisfy withholding and other tax
obligations in connection with this Award).




          (c) AIG may affix to Certificates representing Shares issued pursuant to this Award Agreement
any legend that the Committee determines to be necessary or advisable (including to reflect any
restrictions to which you may be subject under a separate agreement with AIG). AIG may advise the
transfer agent to place a stop transfer order against any legended Shares.




          9. Right of Offset. The Company shall have the right to offset against the obligation
to deliver Shares (or securities or other property) under this Award Agreement any outstanding
amounts (including, without limitation, travel and entertainment or advance account balances,
loans, or amounts repayable to the Company pursuant to tax equalization, housing, automobile or
other employee programs) you then owe to the Company and any amounts the Committee otherwise deems
appropriate.




          10. No Rights to Continued Employment. Nothing in this Award Agreement or the Plan
shall be construed as giving you any right to continued Employment by the Company or affect any
right that the Company 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 (as
defined in Section 3.6 of the Plan).




          12. Committee Discretion. The Committee shall have full discretion with respect to
any actions to be taken or determinations to be made in connection with this Award Agreement, and
its 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, and the Board may amend the Plan in any respect;
provided, that, notwithstanding the foregoing and Sections 1.3.1(a), 1.3.1(b) and 3.1 of the Plan,
no such amendment shall materially adversely affect your rights and obligations under this Award
Agreement without your consent. 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. The RSUs shall be subject to amendment and adjustment in accordance
with Section 1.6.4 of the Plan.




          15. Arbitration; Choice of Forum.




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          (a) Any dispute, controversy or claim between the Company and you, arising out of or relating
to or concerning the Plan or 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 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) THE COMPANY 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 THE PLAN OR 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. The Company and you
acknowledge that the forum designated by this Paragraph 15(b) has a reasonable relation to the
Plan, this Award Agreement, and to your relationship with the Company. Notwithstanding the
foregoing, nothing herein shall preclude the Company 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 the Company as to forum is independent of the law that may be
applied in the action, suit or proceeding and you and the Company agree to such forum even if the
forum may under applicable law choose to apply non-forum law. You and the Company hereby waive, to
the fullest extent permitted by applicable law, any objection which you or the Company 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 the Company 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)) the Company 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 the Company.




          (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 or under the




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Plan by the Committee, AIG or the Board, or any amendment to the Plan or 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 claim based on any
promissory estoppel or other theory in connection with this Award and your Employment with the
Company.




     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. 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 applicable Award Agreement or the Plan.




          “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 Exchange Act); (iii) your failure to perform your duties to
the Company; (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 Company policy concerning hedging or confidential or proprietary information, or
your material violation of any other Company 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 the Company; or (vii) your
engaging in any conduct detrimental to the Company. 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 under the Plan or any Award Agreement of
the existence or occurrence of any of the events, acts or omissions constituting “Cause.”




          “Client” means any client or prospective client of the Company 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 the Company.




          “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 the Company is engaged. The activities covered
by the previous sentence include, without limitation, all insurance and re-insurance and insurance
and re-insurance-related activities, asset management, financial product activities (including,
without limitation, derivative activities) and financial services in the United States and abroad.




          “Disability” means “permanent disability” as defined in the American International Group, Inc.
Group Long — Term Insurance Policy as in effect on the Date of Grant.




          “Early Retirement” means retirement from Employment with the Company before Retirement but
after reaching age 55, with the approval of, and subject to any terms and conditions prescribed by,
the Committee in its sole discretion.




          “Retirement” means “normal retirement” as defined in the American International Group, Inc.
Retirement Plan as in effect on the Date of Grant.




          “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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