ANY RIGHT TO CONTINUED EMPLOYMENT BY AIG OR
AFFECT ANY RIGHT THAT AIG MAY HAVE TO TERMINATE OR ALTER THE TERMS AND
CONDITIONS OF YOUR EMPLOYMENT.
11.
SUCCESSORS AND ASSIGNS OF AIG.
THE TERMS AND CONDITIONS OF THIS
AWARD AGREEMENT SHALL BE BINDING UPON, AND SHALL INURE TO THE BENEFIT OF, AIG
AND ITS SUCCESSOR ENTITIES.
12.
COMMITTEE DISCRETION.
SUBJECT TO PARAGRAPH 13, THE COMMITTEE SHALL
HAVE FULL DISCRETION WITH RESPECT TO THE INTERPRETATION OF THIS AWARD AGREEMENT
AND ANY ACTIONS TO BE TAKEN OR DETERMINATIONS TO BE MADE IN CONNECTION WITH THIS
AWARD AGREEMENT (INCLUDING, WITHOUT LIMITATION, WHETHER YOU HAVE BECOME SUBJECT
TO DISABILITY), AND ITS INTERPRETATIONS, ACTIONS AND DETERMINATIONS SHALL BE
FINAL, BINDING AND CONCLUSIVE.
13.
AMENDMENT.
THE COMMITTEE RESERVES THE RIGHT AT ANY TIME TO AMEND
THE TERMS AND CONDITIONS SET FORTH IN THIS AWARD AGREEMENT; PROVIDED THAT,
NOTWITHSTANDING THE FOREGOING, NO SUCH AMENDMENT SHALL MATERIALLY ADVERSELY
AFFECT YOUR RIGHTS AND OBLIGATIONS UNDER THIS AWARD AGREEMENT WITHOUT YOUR
CONSENT (OR THE CONSENT OF YOUR ESTATE, IF SUCH CONSENT IS OBTAINED AFTER YOUR
DEATH), AND PROVIDED, FURTHER, THAT THE COMMITTEE MAY NOT ACCELERATE OR POSTPONE
THE PAYMENT OF THE CASH DUE IN RESPECT OF RSUS TO A TIME OTHER THAN THE
APPLICABLE TIME PROVIDED FOR IN THIS AWARD AGREEMENT OR IN ACCORDANCE WITH
PARAGRAPH 9. ANY AMENDMENT OF THIS AWARD AGREEMENT SHALL BE IN WRITING SIGNED BY
AN AUTHORIZED MEMBER OF THE COMMITTEE OR A PERSON OR PERSONS DESIGNATED BY THE
COMMITTEE.
14.
ADJUSTMENT.
SUBJECT TO PARAGRAPH 13, THE COMMITTEE SHALL, IN ITS
SOLE DISCRETION, EQUITABLY ADJUST THE TERMS OF THIS AWARD TO PRESERVE THE
BENEFITS OR POTENTIAL BENEFITS INTENDED TO BE MADE AVAILABLE TO YOU FOR ANY
INCREASE OR DECREASE IN THE NUMBER OF ISSUED SHARES OF COMMON STOCK RESULTING
FROM A RECAPITALIZATION, SPIN-OFF, SPLIT-OFF, STOCK SPLIT, STOCK DIVIDEND,
COMBINATION OR EXCHANGE OF SHARES OF COMMON STOCK, MERGER, CONSOLIDATION, RIGHTS
OFFERING, SEPARATION, REORGANIZATION OR LIQUIDATION, OR ANY OTHER CHANGE IN THE
CORPORATE STRUCTURE OR SHARES OF AIG. NOTWITHSTANDING THE FOREGOING, THE
COMMITTEE MAY, IN ITS SOLE DISCRETION, DECLINE TO ADJUST THE TERMS OF THIS AWARD
IF IT DETERMINES THAT SUCH ADJUSTMENT WOULD VIOLATE APPLICABLE LAW OR RESULT IN
ADVERSE TAX CONSEQUENCES TO YOU OR TO AIG.
15.
ARBITRATION; CHOICE OF FORUM.
(A)
ANY DISPUTE, CONTROVERSY OR CLAIM BETWEEN AIG AND YOU, ARISING OUT
OF OR RELATING TO OR CONCERNING THIS AWARD AGREEMENT, SHALL BE FINALLY SETTLED
BY ARBITRATION IN NEW YORK CITY BEFORE, AND IN ACCORDANCE WITH THE RULES THEN
OBTAINING OF, THE NEW YORK STOCK EXCHANGE, INC. (THE "NYSE") OR, IF THE NYSE
DECLINES TO ARBITRATE THE MATTER (OR IF THE MATTER OTHERWISE IS NOT ARBITRABLE
BY IT), THE AMERICAN ARBITRATION ASSOCIATION (THE "AAA") IN ACCORDANCE WITH THE
COMMERCIAL ARBITRATION RULES OF THE AAA. PRIOR TO ARBITRATION, ALL CLAIMS
MAINTAINED
5
BY YOU MUST FIRST BE SUBMITTED TO THE COMMITTEE IN ACCORDANCE WITH CLAIMS
PROCEDURES DETERMINED BY THE COMMITTEE. THIS PARAGRAPH IS SUBJECT TO THE
PROVISIONS OF PARAGRAPHS 15(B) AND (C) BELOW.
(B)
AIG AND