STOCK OPTIONS ("OPTIONS") SPECIFIED
IN SCHEDULE A.
EACH OPTION REPRESENTS A RIGHT TO PURCHASE ONE SHARE OF COMMON
STOCK OF AIG, SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AWARD
AGREEMENT AND THE PLAN. THE OPTIONS ARE SUBJECT TO THE [TIME-] [AND]
[PERFORMANCE-]
VESTING AND EXPIRATION TERMS SPECIFIED IN SCHEDULE A, SUBJECT TO
EARLIER VESTING, FORFEITURE OR TERMINATION AS PROVIDED IN ACCORDANCE WITH THE
PLAN.
3.
NON-DISCLOSURE .
DURING THE TERM OF YOUR EMPLOYMENT, THE COMPANY HAS
PERMITTED AND WILL CONTINUE TO PERMIT YOU TO HAVE ACCESS TO AND BECOME
ACQUAINTED WITH INFORMATION OF A CONFIDENTIAL, PROPRIETARY AND/OR TRADE SECRET
NATURE.
SUBJECT TO AND IN ADDITION TO ANY CONFIDENTIALITY OR NON-DISCLOSURE
REQUIREMENTS TO WHICH YOU WERE SUBJECT PRIOR TO THE DATE YOU ELECTRONICALLY
CONSENT TO OR EXECUTE THIS AWARD AGREEMENT, DURING YOUR EMPLOYMENT AND ANY TIME
THEREAFTER, YOU AGREE THAT (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).
NOTHING HEREIN SHALL PREVENT YOU FROM MAKING
OR PUBLISHING ANY TRUTHFUL STATEMENT (A) WHEN REQUIRED BY LAW, SUBPOENA OR COURT
ORDER, OR AT THE REQUEST OF AN ADMINISTRATIVE AGENCY OR LEGISLATURE, (B) IN THE
COURSE OF ANY LEGAL, ARBITRAL, ADMINISTRATIVE, LEGISLATIVE OR REGULATORY
PROCEEDING, (C) TO ANY GOVERNMENTAL AUTHORITY, REGULATORY AGENCY OR
SELF-REGULATORY ORGANIZATION, (D) IN CONNECTION WITH ANY INVESTIGATION BY THE
COMPANY, OR (E) WHERE A PROHIBITION OR LIMITATION ON SUCH COMMUNICATION IS
UNLAWFUL.
Nothing in this Award Agreement or any AIG policy prohibits or
restricts you from communicating with or responding to any inquiry by the
Securities and Exchange Commission, law enforcement, the Equal Employment
Opportunity Commission [IF EMPLOYEE IS IN NEW YORK:, the New York State Division
of Human Rights, the New York City Commission on Civil Rights or any other local
commission on human rights, an attorney retained by you], or any other local,
state, or federal governmental or regulatory authority, or any self-regulatory
organization, provided that AIG does not waive any attorney-client privilege
over any information provided by you that is appropriately covered by such
privilege.
4.
NON-SOLICITATION.
YOUR EMPLOYMENT WITH THE COMPANY REQUIRES
EXPOSURE TO AND USE OF CONFIDENTIAL, PROPRIETARY AND/OR TRADE SECRET INFORMATION
(AS SET
-2 -
­
--------------------------------------------------------------------------------
FORTH IN THE ABOVE PARAGRAPH).
SUBJECT TO AND IN ADDITION TO ANY
NON-SOLICITATION REQUIREMENTS