Exhibit 10.41


 


 





 


	Kevin Hogan	Private & Confidential
	Executive Vice President – 	 
	Life & Retirement	November 23, 2020
	175 Water Street 	 
	New York, NY 10038	Todd Solash
	www.aig.com	 




Re: AIG Leadership Continuity Award


 


Dear Todd:


 


In recognition of your important
role within Life & Retirement, 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”) and in no way affects your right to participate in the Company’s
severance programs if you are otherwise eligible.


 


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
USD 2,000,000 (your “Award”) payable in two parts if you remain Employed (as defined in the Plan) through
each “Vesting Date” (November 1, 2021 and November 1, 2022).


 


Payment and Vesting





AIG agrees to pay you a cash award of
USD 1,000,000 if you remain Employed on November 1, 2021, and an additional cash award of USD 1,000,000 if you remain Employed
on November 1, 2022. 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 Dates to receive your Award. If you voluntarily terminate
your Employment for any reason before the scheduled Vesting Dates (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/ Kevin Hogan	 	 	 
	 	 	 	 
	Kevin Hogan	 	 	 
	Executive Vice President –
    Life & Retirement
	 	 	 	 
	Accepted & Agreed:	 	 	 
	 	 	 	 
	Todd Solash	 	Date