Exhibit 10.40 


 


 


 





	Peter Zaffino	Private
    & Confidential
	President and Global Chief	 
	Operating Officer	October 29, 2020
	 	 
	Mark Lyons	Elias Habayeb
	Chief Financial Officer	 
	 	 
	175 Water Street 	Re: AIG Leadership Continuity
    Award
	New York, NY 10038	 
	www.aig.com	 







 


Dear
Elias:


 


In
recognition of your important role at AIG and pursuant to approval by the Compensation and Management Resources Committee of the
Board of Directors on December 8, 2020, you have been selected to receive a continuity incentive award under the AIG Leadership
Continuity Plan (the “Plan”). This award is in addition to, and not in lieu of, any other incentive
compensation you may otherwise be entitled to receive from American International Group, Inc. (“AIG”)
and its consolidated subsidiaries (collectively, the “Company”).


 


This
letter agreement and the Plan set forth the legally binding terms of your Award. A copy of the Plan is attached to this letter
agreement. If you agree to the terms of this Award, please sign and return a copy of this letter, which (together with the terms
of the Plan) will become a binding agreement on our receipt.


 


Your
Award Amount





AIG
agrees to pay you a cash award of $1,200,000 (your “Award”) payable in two parts if you remain Employed
(as defined in the Plan) through each “Vesting Date” (December 15, 2020 and June 30, 2022) and continuance
of performance at the highest level based on the judgement of Mr. Zaffino and Mr. Lyons.


 


Payment
and Vesting





AIG
agrees to pay you a cash award of $600,000 if you remain Employed on December 15, 2020 and an additional cash award of $600,000
if you remain Employed on June 30, 2022 with the continuance of performance of the highest level based on the judgement of Mr.
Zaffino and Mr. Lyons. Your Award will be paid to you as soon as practicable following the scheduled Vesting Dates, subject to
all applicable holdings.


 


Except
as provided in Section 10 of the Plan, you must remain Employed through the scheduled Vesting Date to receive your Award. If you
voluntarily terminate your Employment for any reason before the scheduled Vesting Date (including any claim by you of constructive
termination) or if your Employment is terminated by the Company for any reason other than a termination without Cause (as defined
in the Plan), you will forfeit any right to your Award.


 


Non-Disclosure





Subject
to and in addition to any confidentiality or non-disclosure requirements to which you were subject prior to the date you signed
this letter agreement, by signing this letter agreement you agree that during your Employment and any time thereafter, (i) all
confidential, proprietary and/or trade secret information received, obtained or possessed at any time by you concerning or relating
to the business, financial, operational, marketing, economic, accounting, tax or other affairs at the Company or any client, customer,
agent or supplier or prospective client,



 



 










 


 


  


customer,
agent or supplier of the Company will be treated by you in the strictest confidence and will not be disclosed or used by you in
any manner other than in connection with the discharge of your job responsibilities without the prior written consent of the Company
or unless required by law, and (ii) you will not remove or destroy any confidential, proprietary and/or trade secret information
and will return any such information in your possession, custody or control at the end of your Employment (or earlier if so requested
by the Company).


 


Providing
Notice of any Decision to Leave the Company





If
you are not currently subject to a notice period, by signing this letter agreement you hereby agree to provide the Company with
at least 60 days’ advance notice of any termination of your Employment. Following receipt of such notice, the Company may,
at its sole discretion, choose to (1) waive that notice period (thereby your termination of Employment will be effective immediately)
or (2) place you on paid leave, at your then-current salary, for any or all of the notice period.


 


Agreement
Not to Solicit





Subject
to and in addition to any non-solicitation requirements to which you were subject prior to the date you sign this letter agreement,
by signing this letter agreement you agree that (i) during your Employment with the Company and any time thereafter, you will
not, directly or indirectly, on your own behalf or on behalf of any other person or entity, solicit, contact, call upon, communicate
with or attempt to communicate with any customer or client or prospective customer or client of the Company where to do so would
require the use or disclosure of confidential, proprietary and/or trade secret information, and (ii) during your Employment with
the Company and for a period of one (1) year after Employment terminates for any reason (or no reason), you will not, directly
or indirectly, regardless of who initiates the communication, hire, solicit, participate in the solicitation or recruitment of,
or in any manner encourage or provide assistance to any employee, consultant, registered representative, or agent of the Company
to terminate his or her Employment or other relationship with the Company or to leave its employ or other relationship with the
Company.


 


For
the avoidance of doubt, the provisions above shall be applicable regardless of whether the Award vests and is paid to you. 


*                     *                     *


 


I
ask that you treat your Award as confidential and do not divulge either its existence or terms to anyone other than your immediate
family, attorneys (who should be instructed to treat the terms as confidential) or tax advisors.





On
behalf of AIG, I want to thank you for your service and look forward to your continued contributions.


 


Sincerely,


 


	 	/s/ Peter
Zaffino	/s/ Mark Lyons
	 	 	 
	 	Peter
Zaffino	Mark Lyons
	 	President	Chief
Financial Officer



 



 










 


	Accepted
& Agreed:	 	 	 
	 	 	 	 
	Elias
Habayeb	 	Date