Exhibit 10(4)
American International Group, Inc.
2013 Long Term Incentive Plan
1.
PURPOSE; DEFINITIONS
This American International Group, Inc. 2013 Long Term Incentive Plan (this
"Plan"), as amended September 9, 2014, is designed to provide selected officers
and key employees of American International Group, Inc. ("AIG" and together with
its consolidated subsidiaries, determined in accordance with U.S. generally
accepted accounting principles, the "Company") with incentives to contribute to
the long-term performance of AIG in a manner that appropriately balances risk
and rewards.
Awards under this Plan are issued under the American International Group, Inc.
2010 Stock Incentive Plan (as amended from time to time or any successor stock
incentive plan, including the American International Group, Inc. 2013 Omnibus
Incentive Plan, the "SIP"), the terms of which are incorporated in this Plan.
Capitalized terms used in this Plan but not otherwise defined in this Plan or in
the attached Glossary of Terms in Annex A have the meaning ascribed to them in
the SIP.
2.
PERFORMANCE PERIOD
This Plan will operate for successive overlapping three-year performance periods
(each, a "Performance Period") beginning on January 1 of each year.
The first
Performance Period will be from January 1, 2013 through December 31, 2015.
Each
Performance Period will be for successive three calendar-year periods until the
Plan is terminated by the Compensation and Management Resources Committee
(including any successor, the "Committee") of the Board of Directors of AIG (the
"Board").
3.
AWARDS AND PARTICIPANTS
A.
PERFORMANCE SHARE UNITS.
AWARDS ISSUED UNDER THIS PLAN ("AWARDS")
CONSIST OF PERFORMANCE SHARE UNITS ("PSUS") PROVIDING HOLDERS WITH THE
OPPORTUNITY TO EARN SHARES OF COMMON STOCK ("SHARES") BASED ON ACHIEVEMENT OF
PERFORMANCE CRITERIA DURING THE PERFORMANCE PERIOD.
PSUS WILL BE SUBJECT TO THE
TERMS AND CONDITIONS OF THIS PLAN AND THE SIP AND WILL BE ISSUED ONLY TO THE
EXTENT PERMISSIBLE UNDER RELEVANT LAWS, REGULATORY RESTRICTIONS AND AGREEMENTS
APPLICABLE TO THE COMPANY, AND THE COMMITTEE MAY ESTABLISH ANOTHER FORM OF AWARD
TO THE EXTENT IT DETERMINES APPROPRIATE FOR SOME OR ALL PARTICIPANTS (AS DEFINED
BELOW).
B.
PARTICIPANTS.
THE COMMITTEE WILL FROM TIME TO TIME DETERMINE (1)
THE OFFICERS AND KEY EMPLOYEES OF THE COMPANY WHO WILL RECEIVE AWARDS (THE
"PARTICIPANTS") AND (2) THE NUMBER OF PSUS AWARDED TO EACH PARTICIPANT FOR A
PERFORMANCE PERIOD.
NO AWARD OF PSUS TO A PARTICIPANT FOR A PERFORMANCE PERIOD
SHALL IN ANY WAY OBLIGATE THE COMMITTEE TO (OR IMPLY
THAT THE COMMITTEE WILL) PROVIDE A SIMILAR AWARD (OR ANY AWARD) TO THE
PARTICIPANT FOR ANY FUTURE PERFORMANCE PERIOD.
C.
STATUS OF PSUS.
EACH PSU CONSTITUTES AN UNFUNDED AND UNSECURED
PROMISE OF AIG TO DELIVER (OR CAUSE TO BE DELIVERED) ONE SHARE (OR, AT THE
ELECTION OF AIG, CASH EQUAL TO THE FAIR MARKET VALUE THEREOF) AS PROVIDED IN
SECTION 5.E.
UNTIL SUCH DELIVERY, A HOLDER OF PSUS WILL HAVE ONLY THE RIGHTS OF
A GENERAL UNSECURED CREDITOR AND NO RIGHTS AS A SHAREHOLDER OF AIG.
D.
AWARD AGREEMENTS.
EACH AWARD GRANTED UNDER THE PLAN SHALL BE
EVIDENCED BY AN AWARD AGREEMENT