ACQUIRE A 5% OR GREATER EQUITY OWNERSHIP, VOTING OR PROFIT
PARTICIPATION INTEREST IN, ANY COMPETITIVE ENTERPRISE OR (II) ASSOCIATE IN ANY
CAPACITY (INCLUDING, BUT NOT LIMITED TO, ASSOCIATION AS AN OFFICER, EMPLOYEE,
PARTNER, DIRECTOR, CONSULTANT, AGENT OR ADVISOR) WITH ANY COMPETITIVE
ENTERPRISE.
7.
NON-TRANSFERABILITY.
EXCEPT AS OTHERWISE MAY BE PROVIDED BY THE
COMMITTEE, THIS AWARD (OR ANY RIGHTS AND OBLIGATIONS HEREUNDER) MAY NOT BE SOLD,
EXCHANGED, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
OR HEDGED IN ANY MANNER (INCLUDING THROUGH THE USE OF ANY CASH-SETTLED
INSTRUMENT), WHETHER VOLUNTARILY OR INVOLUNTARILY AND WHETHER BY OPERATION OF
LAW OR OTHERWISE, OTHER THAN BY WILL OR BY THE LAWS OF DESCENT AND
DISTRIBUTION.
ANY SALE, EXCHANGE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION,
OR OTHER DISPOSITION IN VIOLATION OF THIS PARAGRAPH 7 WILL BE NULL AND VOID AND
IF THIS AWARD IS HEDGED IN ANY MANNER IT WILL IMMEDIATELY BE FORFEITED.
ALL OF
THE TERMS AND CONDITIONS OF THIS AWARD AGREEMENT WILL BE BINDING UPON ANY
PERMITTED SUCCESSORS AND ASSIGNS.
8.
WITHHOLDING, CONSENTS, OTHER LIMITS AND LEGENDS.
(A)
YOU SHALL BE SOLELY RESPONSIBLE FOR ANY APPLICABLE TAXES
(INCLUDING, WITHOUT LIMITATION, INCOME AND EXCISE TAXES) AND PENALTIES, AND ANY
INTEREST THAT ACCRUES THEREON, INCURRED IN CONNECTION WITH YOUR AWARD. UNLESS
YOU OTHERWISE DIRECT, AIG WILL SATISFY APPLICABLE TAX WITHHOLDINGS AND MAKE
APPLICABLE DEDUCTIONS IN RESPECT OF YOUR AWARD AND PAY CASH PURSUANT TO
PARAGRAPH 3(C) IN RESPECT OF THE REMAINDER.
IN THE ALTERNATIVE, YOU MAY REMIT
CASH TO AIG (THROUGH PAYROLL DEDUCTION OR OTHERWISE), IN EACH CASE IN AN AMOUNT
SUFFICIENT IN THE OPINION OF AIG TO SATISFY SUCH WITHHOLDING OBLIGATION.
(B)
WITH RESPECT TO ANY FEDERAL INSURANCE CONTRIBUTIONS ACT (FICA) TAX
OR OTHER EMPLOYMENT TAXES THAT MAY BE DUE IN RESPECT OF YOUR AWARD, AIG MAY
ACCELERATE THE PAYOUT OF RSUS UNDER THIS AWARD AGREEMENT IN ORDER TO SATISFY
SUCH TAXES.
(C)
YOUR RIGHT TO RECEIVE CASH PURSUANT TO THE AWARD IS CONDITIONED ON
THE RECEIPT TO THE REASONABLE SATISFACTION OF THE COMMITTEE OF ANY REQUIRED
CONSENT THAT THE COMMITTEE MAY REASONABLY DETERMINE TO BE NECESSARY OR
ADVISABLE.
(D)
NO AWARD GRANTED UNDER THIS AWARD AGREEMENT WILL INCREASE THE
AMOUNTS PAYABLE TO YOU PURSUANT TO AIG'S SEVERANCE PLANS AND ARRANGEMENTS.
9.
SECTION 409A.
(A)
THE RSUS ARE INTENDED TO BE PAID ON OR PROMPTLY FOLLOWING THE
FIRST DATE ON WHICH PAYMENT IS PERMISSIBLE UNDER BOTH THE DETERMINATION AND THE
PROVISIONS OF THE RULE REGARDING "LONG-TERM RESTRICTED STOCK", AND THEREFORE TO
BE EXEMPT FROM SECTION 409A UNDER THE GUIDANCE PROVIDED IN THE RULE AND IN IRS
NOTICE 2009-92 (THE "GUIDANCE").
(B)
TO THE EXTENT THAT AIG DETERMINES THAT THE PAYMENT SCHEDULE
SPECIFIED IN SECTION 3(B) OF THIS AWARD AGREEMENT IS NOT PERMISSIBLE UNDER THE
4
GUIDANCE OR SECTION 409A, THEN THE PAYOUT DATE FOR ALL OF THE RSUS SHALL BE THE
INITIAL PERMITTED DATE, AND ALL OF THE RSUS SHALL BE PAID ON OR PROMPTLY
FOLLOWING THAT DATE.
10.
NO RIGHTS TO CONTINUED EMPLOYMENT.
NOTHING IN THIS AWARD AGREEMENT
SHALL BE CONSTRUED AS GIVING YOU