THE RSUS (FOR A TOTAL OF 50%
OF THE RSUS), AIG HAS REPAID AT LEAST 50% OF THE AGGREGATE FINANCIAL ASSISTANCE
RECEIVED UNDER THE TARP;
(III)
WITH RESPECT TO AN ADDITIONAL 25% OF THE RSUS (FOR A TOTAL OF 75%
OF THE RSUS), AIG HAS REPAID 75% OF THE AGGREGATE FINANCIAL ASSISTANCE RECEIVED
UNDER THE TARP; AND
(IV)
WITH RESPECT TO THE REMAINDER OF THE RSUS, AIG HAS REPAID
100% OF
THE AGGREGATE FINANCIAL ASSISTANCE RECEIVED UNDER THE TARP (SUCH DATE AND THE
PAYMENT DATES SET FORTH IN CLAUSES (I), (II) AND (III) OF THIS PARAGRAPH 2(B),
EACH A "PAYOUT DATE").
(C)
PAYOUT.
EXCEPT AS PROVIDED IN THIS PARAGRAPH 3 AND IN PARAGRAPHS
4, 5, 7, 8 AND 9, THE RSUS SHALL BE PAID ON OR PROMPTLY FOLLOWING THE PAYOUT
DATE, AND IN ANY CASE WITHIN 30 DAYS OF THE PAYOUT DATE.
(D)
DEATH.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AWARD
AGREEMENT, IF YOU DIE, THE CONDITION SET FORTH IN PARAGRAPH 3(A) SHALL BE WAIVED
WITH RESPECT TO YOUR THEN-UNVESTED RSUS (SUCH THAT ANY THEN-UNVESTED OUTSTANDING
RSUS SHALL VEST) AND THE CASH CORRESPONDING TO YOUR OUTSTANDING RSUS SHALL BE
PAID TO THE REPRESENTATIVE OF YOUR ESTATE PROMPTLY AFTER THE LATER OF YOUR DEATH
AND THE PAYOUT DATE.
(E)
DELAY OF PAYMENT.
THE COMMITTEE MAY, IN ITS SOLE DISCRETION,
DEFER PAYMENT OF RSUS OR PERMIT YOU TO ELECT TO DEFER PAYMENT OF RSUS, IN EACH
CASE IN A MANNER THAT CONFORMS TO THE REQUIREMENTS OF SECTION 409A(A)(4) OF THE
CODE.
4.
TERMINATION OF RSUS.
(A)
EXCEPT AS PROVIDED IN PARAGRAPHS 3(D) AND 6, YOUR RIGHTS IN
RESPECT OF YOUR OUTSTANDING UNVESTED RSUS SHALL IMMEDIATELY TERMINATE, AND NO
CASH SHALL BE PAID IN RESPECT OF SUCH UNVESTED RSUS, IF AT ANY TIME PRIOR TO THE
SCHEDULED VESTING DATE YOUR EMPLOYMENT WITH AIG TERMINATES FOR ANY REASON, OR
YOU ARE OTHERWISE NO LONGER ACTIVELY EMPLOYED BY AIG.
(B)
UNLESS THE COMMITTEE DETERMINES OTHERWISE, AND EXCEPT AS FURTHER
PROVIDED IN PARAGRAPH 5, YOUR RIGHTS IN RESPECT OF ALL OF YOUR RSUS (WHETHER OR
NOT VESTED) SHALL IMMEDIATELY TERMINATE, AND NO CASH SHALL BE PAID IN RESPECT OF
SUCH RSUS, IF AT ANY TIME PRIOR TO THE PAYOUT DATE:
(I)
YOU ATTEMPT TO HAVE ANY DISPUTE UNDER THIS AWARD AGREEMENT OR THE
PLAN RESOLVED IN ANY MANNER THAT IS NOT PROVIDED FOR BY PARAGRAPH 15; OR
(II)
ANY EVENT THAT CONSTITUTES CAUSE HAS OCCURRED; OR
(III)
YOU IN ANY MANNER, DIRECTLY OR INDIRECTLY, (A) SOLICIT ANY CLIENT
TO TRANSACT BUSINESS WITH A COMPETITIVE ENTERPRISE OR TO REDUCE OR REFRAIN FROM
DOING ANY BUSINESS WITH AIG OR (B) INTERFERE WITH OR DAMAGE (OR ATTEMPT TO
INTERFERE WITH OR DAMAGE) ANY RELATIONSHIP BETWEEN AIG AND ANY
2
SUCH CLIENT OR (C) SOLICIT ANY PERSON WHO IS AN EMPLOYEE OF AIG TO RESIGN FROM
AIG OR TO APPLY FOR OR ACCEPT EMPLOYMENT WITH ANY COMPETITIVE ENTERPRISE; OR
(IV)
YOU FAIL TO CERTIFY TO AIG, IN ACCORDANCE WITH PROCEDURES
ESTABLISHED BY THE COMMITTEE, THAT YOU HAVE COMPLIED, OR