exv10w1






Exhibit 10.1







180 Maiden Lane, 22nd Floor


New York, New York 10038




	 	 	 

	Jeffrey J. Hurd

Senior Vice President 

Human Resources &

Communications

	 	Phone: 212 770 7292

Fax: 212 770 9817
	 
	 

	 	May 17, 2010
	 






Henri Courpron

8 Route de l’Isle Jourdain

31530 LEVIGNAC, FRANCE




Dear Henri:




     I am pleased to confirm the terms of your employment with International Lease Finance
Corporation.




	 	1.	 	Term of this Letter. This letter will be effective for a term beginning
on May 18, 2010 and ending on May 31, 2013.
	 
	 	2.	 	Position. Your employment with ILFC will commence on the beginning of
the term of this letter. Initially, you will be Chief Executive Officer of
International Lease Finance Corporation, report directly to the CEO of American
International Group, Inc. and have all of the customary authorities, duties and
responsibilities that accompany your position.
	 
	 	3.	 	Base Cash Salary. Your base cash salary will be $975,000 per year.
	 
	 	4.	 	Stock Salary. In addition to your cash salary, you will receive
semi-monthly awards of Long-Term Performance Units, also known as LTPUs, under the
Long-Term Performance Units Plan that AIG is establishing. These awards, which we
refer to as stock salary, will be granted and paid as follows:






	 	•	 	For 2010 and 2011, stock salary will be at a rate of $1,675,000, with
$325,000 settling one year after it is earned and $1,350,000 settling three
years after it is earned.
	 
	 	•	 	On January 1, 2012, your stock salary will increase to $3,225,000 per year
and settle in three annual, equal installments beginning on the first
anniversary of the grant.
	 
	 	•	 	Stock salary is immediately vested upon grant.





 









 









	 	5.	 	2010 and 2011 Incentive. For 2010 and 2011, your annual incentive target
will be $2,750,000. AIG’s Compensation and Management Resources Committee will
determine the amount of your incentive award based on its performance assessment
against objective performance metrics. The earned amount will be paid as follows:






	 	•	 	Twenty-five percent (25%) of your earned incentive award (target $687,500)
will be paid in cash in March of the year following the year for which it was
earned;
	 
	 	•	 	Twenty-five percent (25%) of your earned incentive award (target $687,500)
will be immediately vested but will be paid in cash in March of the second year
following the year for which it was earned;
	 
	 	•	 	Thirty-two percent (32%) of your earned incentive award (target $875,000)
will be paid in LTPUs that are immediately vested upon grant and will be
settled on the third anniversary of grant; and
	 
	 	•	 	Eighteen percent (18%) of your earned incentive award (target $500,000) will
be paid in the form of AIG restricted stock units that will vest on the second
anniversary of grant and be subject to transfer/payout restrictions as required
by the TARP Standards for Compensation and Corporate Governance (31 C.F.R. Part
30) for long-term restricted stock, except that in no event may this portion be
transferable/payout before the third anniversary of grant.






	 	6.	 	2012 and 2013 Incentive. For 2012 and 2013, your annual incentive target
will be $1,200,000 (prorated for partial years under this letter). The Committee
will determine the amount of your incentive award based on its performance
assessment against objective performance metrics. The earned amount will be paid in
the form of AIG restricted stock units that will vest on the third anniversary of
grant and be subject to transfer/payout restrictions as required by the TARP
Standards for long-term restricted stock.
	 
	 	7.	 	Restructuring of Future Payments. It is expected that you will be among
AIG’s top 25 most highly compensated employees beginning in 2012. If you, in fact,
enter the Top 25 in 2011, the 2012 economic terms will be employed for that year as
well.
	 
	 	8.	 	Benefits. Subject to the limits of this letter and the applicable TARP
Standards, you will be entitled to ILFC benefits consistent with your position and
reimbursement of reasonable business expenses, in each case in accordance with
applicable ILFC policies as in effect from time to time. You will also be provided
with certain expatriate benefits, including up to one year of temporary housing in
Los Angeles and payment of reasonable moving expenses for your relocation from
France. Beginning as of the date hereof, you will participate in AIG’s Executive
Severance Plan as an Eligible Employee who is a Senior Vice President or higher of
AIG (without regard to the Partners Plan, for which you are not eligible, or any
other eligibility requirement).





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	 	9.	 	Executive Compensation Standards. Any bonus or incentive compensation
paid to you is subject to recovery or “clawback” by AIG if the payments were based
on materially inaccurate financial statements or any other materially inaccurate
performance metric criteria, or if you are terminated due to misconduct that
occurred during the period the bonus or incentive compensation was earned (all
within the meaning of, and to the full extent necessary to comply with, the
applicable TARP Standards). In addition, you will not be entitled to any golden
parachute payment or tax gross-up from AIG or its affiliates to the extent
prohibited by the applicable TARP Standards.
	 
	 	 	 	Your compensation is 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 from AIG only to the extent that it is consistent with those
regulations and requirements.
	 
	 	 	 	If, after your start date, AIG determines it necessary under any compensation
requirements or regulations, you shall (a) promptly execute a waiver of claims
against AIG and its affiliates and the United States relating to the compensation
requirements or regulations and (b) execute such other agreements, acknowledgments
or other documents necessary to implement such compensation requirements or
regulations (in each case in such form as AIG determines is appropriate).
	 
	 	10.	 	Indemnification and Cooperation. During and after your employment, AIG
will indemnify you in your capacity as a director, officer, employee or agent of AIG
to the fullest extent permitted by applicable law and AIG’s charter and by-laws, and
will provide you with director and officer liability insurance coverage (including
post-termination/post-director service tail coverage) on the same basis as AIG’s
other executive officers. AIG agrees to cause any successor to all or substantially
all of the business or assets (or both) of AIG to assume expressly in writing and to
agree to perform all of the obligations of AIG in this paragraph.
	 
	 	 	 	You agree (whether during or after your employment with AIG) to reasonably cooperate
with AIG in connection with any litigation or regulatory matter or with any
government authority on any matter, in each case, pertaining to AIG and with respect
to which you may have relevant knowledge, provided that, in connection with such
cooperation, AIG will reimburse your reasonable expenses and you shall not be
required to act against your own legal interests.
	 
	 	11.	 	Tax Matters. To the extent any taxable expense reimbursement or in-kind
benefits under Section 8 or 10 is subject to Section 409A of the Internal Revenue
Code of 1986, the amount thereof eligible in one taxable year shall not affect the
amount eligible for any other taxable year, in no event shall any expenses be
reimbursed after the last day of the taxable year following the taxable year in
which you incurred such expenses and in no event shall any right to reimbursement or
receipt of in-kind benefits be subject to liquidation or exchange for another
benefit. Each payment under this letter








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	 	 	 	will be treated as a separate payment for purposes of Section 409A of the Code.
	 
	 	12.	 	Withholding. Tax will be withheld by AIG as appropriate under applicable
Federal tax requirements for any payments or deliveries under this letter, including
by withholding in kind from awards of shares or LTPUs.
	 
	 	13.	 	No Guarantee of Employment. This offer letter is not a guarantee of
employment for a fixed term. Your employment with AIG (as set forth in the
employment application) will be on an “at-will” basis, meaning that you and AIG may
terminate your employment with AIG at any time and for any reason; with or without
prior notice.
	 
	 	14.	 	Entire Agreement. Together with the employment application this offer
letter constitutes AIG’s only statement relating to its offer of employment to you
and supersedes any previous communications or representations, oral or written, from
or on behalf of AIG or any of its affiliates. Notwithstanding the foregoing, your
signed Fair Credit Reporting Act Consumer Disclosure and General Authorization is
expressly incorporated by reference into this offer letter.
	 
	 	15.	 	Miscellaneous Representations. You confirm and represent to AIG, by
signing this letter, that: (a) you are under no obligation or arrangement (including
any restrictive covenants with any prior employer or any other entity) that would
prevent you from becoming an employee of AIG or that would adversely impact your
ability to perform the expected services on behalf of AIG; (b) you have not taken
(or failed to return) any confidential information belonging to your prior employer
or any other entity, and, to the extent you remain in possession of any such
information, you will never use or disclose such information to AIG or any of its
employees, agents or affiliates; (c) you understand and accept all of the terms and
conditions of this offer; and (d) you acknowledge that ILFC is an intended third
party beneficiary of this offer letter.
	 
	 	16.	 	Non-solicitation. In connection with your joining AIG, you have entered
into the non-solicitation arrangements (covering ILFC customers and clients and AIG
and ILFC employees) attached as Annex 1.





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We look forward to having you as a member of AIG’s leadership team.



	 	 	 	 	 
	 	Sincerely,


American International Group, Inc.


 	 
	 	By:  	/s/ Jeffery J. Hurd
 	 
	 	 	Jeffery J. Hurd 	 
	 	 	Senior Vice President –

Human Resources and Communications 	 
	 


I agree with and accept the foregoing terms.



	 	 	 	 	 
	 	 	 
	      /s/ Henri Courpron
 	 	 
	Henri Courpron 	 	 
	 	 	 
	 



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NON-SOLICITATION AND NON-DISCLOSURE AGREEMENT





	1.	 	The individual executing this agreement (the “Employee”) is or will soon be an at-will
employee of International Lease Finance Corporation (“ILFC”), a subsidiary of American
International Group, Inc. (“AIG”). As such, the Employee is free to resign from employment at
any time and for any reason. Likewise, AIG or ILFC may terminate the Employee’s employment at
any time for any reason. This Agreement is not a guarantee of any fixed term employment.
	 
	2.	 	This Agreement is a term and condition of the Employee’s at-will employment with AIG and
ILFC, and employment is conditioned upon the Employee’s execution of this Agreement.
	 
	3.	 	This Agreement is necessary for the protection of the legitimate and protectable business
interests of AIG and its affiliates (collectively, the “AIG Group”) in their customers,
customer goodwill, accounts, prospects, employee training, and confidential and proprietary
information. The Employee’s employment requires exposure to and use of confidential business
information (as set forth in Paragraph 4). The Employee’s services for and relationship with
the AIG Group and the Employee’s relationship with the AIG Group’s customers and clients are
of a special character, with a unique value to the AIG Group, the loss of which cannot be
adequately compensated by damages or an action at law.






	 	A.	 	Accordingly, the Employee agrees that during the Employee’s employment and for
a period of one (1) year after employment terminates for any reason (the “Restricted
Period”), the Employee shall not, directly or indirectly, without AIG’s written
consent:






	 	(i)	 	Hire, solicit or encourage to cease to work with the AIG Group
any employee, consultant or agent of the AIG Group. However, the Employee
shall be allowed to respond to an unsolicited request for an employment
reference regarding any former employee of the AIG Group by providing a
reference setting forth only the Employee’s personal views about such former
employee; or
	 
	 	(ii)	 	Call on or solicit any customer or supplier of, or consultant
to, ILFC that was called on, serviced by, or contacted by the Employee in his
capacity as an employee of ILFC, or that was otherwise known to the Employee by
virtue of the Employee’s employment with ILFC.






	 	B.	 	If, for any reason, ILFC shall cease to be a part of the AIG Group,
Sub-paragraph 3(A) also shall apply separately and independently to ILFC and its
employees, consultants, agencies, customers and/or suppliers to the same extent as it
applies to the AIG Group (substituting “ILFC” for each time the term “the AIG Group”
appears in that sub-paragraph).
	 
	 	C.	 	The Employee understands that the provisions of this Paragraph 3 may limit the
Employee’s ability to earn a livelihood in a business similar to the business of ILFC
or other members of the AIG Group but the Employee nevertheless agrees and hereby
acknowledges that:





 









 









	 	(i)	 	Such provisions do not impose a greater restraint than is
necessary to protect the goodwill or other business interests of the AIG Group;
	 
	 	(ii)	 	Such provisions contain reasonable limitations as to time and
scope of activity to be restrained;
	 
	 	(iii)	 	Such provisions are not harmful to the general public; and
	 
	 	(iv)	 	Such provisions are not unduly burdensome to the Employee. In
consideration of the foregoing and in light of the Employee’s education, skills
and abilities, the Employee agrees that he shall not assert that, and it should
not be considered that, any provisions of this Paragraph 3 otherwise are void,
voidable or unenforceable or should be voided or held unenforceable.






	 	D.	 	It is expressly understood and agreed that, although the Employee and AIG
consider the restrictions contained in this Paragraph 3 to be reasonable, if a judicial
determination is made by a court of competent jurisdiction that the time or territory
or any other restriction contained in this Paragraph 3 or elsewhere in this Agreement
is an unenforceable restriction against the Employee, the provisions of the Agreement
shall not be rendered void but shall be deemed amended to apply as to such maximum time
and territory and to such maximum extent as such court may judicially determine or
indicate to be enforceable. Alternatively, if any court of competent jurisdiction
finds that any restriction contained in this Agreement is unenforceable, and such
restriction cannot be amended so as to make it enforceable, such finding shall not
affect the enforceability of any of the other restrictions contained herein.






	4.	 	During the term of employment, the Employee will have access to and become acquainted with
information of a confidential, proprietary or secret nature. The Employee agrees that during
the Employee’s employment and any time thereafter, all confidential, proprietary or secret
information received, obtained or possessed at any time by the Employee concerning or relating
to the business, financial, operational, marketing, economic, accounting, tax or other affairs
at the AIG Group or any client, customer, agent or supplier or prospective client, customer,
agent or supplier of the AIG Group will be treated by the Employee in the strictest confidence
and will not be disclosed or used by the Employee in any manner without the prior written
consent of AIG or unless required by law. The Employee also agrees that during and after the
Employee’s employment with the AIG Group the Employee will not disparage the AIG Group or any
of its officers, directors or employees to any person or entity not affiliated with the AIG
Group, absent the prior written consent of AIG.
	 
	5.	 	The covenants contained in Paragraphs 3 and 4 of this Agreement shall be enforced to the
fullest extent permissible under the laws and public policies of each jurisdiction in which
enforcement is sought. The Employee acknowledges that these restrictions are reasonably
necessary for the protection of the AIG Group. The Employee also acknowledges that
irreparable harm and damages would result to the AIG Group if the provisions of Paragraph 3 or
4 were not complied with and agrees that the AIG Group shall be entitled to legal, equitable
or other remedies, including, without limitation, injunctive relief and specific performance
to protect





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	 	 	against the inevitable disclosure of the AIG Group’s confidential, proprietary or secret
information, any failure to comply with the provisions of Paragraph 3 or 4 of this
Agreement, or any threatened breach of any term of this Agreement.
	 
	6.	 	This Agreement (together with the AIG Code of Conduct) sets forth the entire agreement regarding
the subject matter contained in this Agreement, supersedes any and all prior agreements and
understandings regarding this subject matter, and may be modified only by a written agreement
signed by the Employee and AIG. To the extent that any provision of this Agreement is inconsistent
with the Code of Conduct, this Agreement governs. If any term of this Agreement is rendered
invalid or unenforceable, the remaining provisions shall remain in full force and shall in no way
be affected, impaired or invalidated. Should a court determine that any provision of this
Agreement is unreasonable, whether in period of time, geographical area, or otherwise, the Employee
agrees that such provision of the Agreement should be interpreted and enforced to the maximum
extent that such court deems reasonable.
	 
	7.	 	THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO
CHOICE OF LAW RULES (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE
THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK, AND THE EMPLOYEE
CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS IN NEW YORK.




IN WITNESS WHEREOF, the Employee has agreed to the terms set forth above by signing below.



	 	 	 

	/s/ Henri Courpron
	 	 
	 	 	 

	Henri Courpron

	 	Date: May 17, 2010







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