Exhibit 10(63)
AMERICAN
INTERNATIONAL
GROUP,
INC.
2009 TARP RSU
AWARD
AGREEMENT
The Compensation and Management Resources Committee of the Board of Directors of
AIG, including any substitute or successor thereto (the "Committee"), has
awarded you TARP Restricted Stock Units ("RSUs"), based on the Committee's
assessment of your performance.
This award agreement (this "Award Agreement")
sets forth the terms and conditions of your award (this "Award").
1.
STATUS OF AWARD; DEFINED TERMS.
THIS AWARD IS BEING PROVIDED TO
YOU AS AN EMPLOYEE SUBJECT TO THE DETERMINATION MEMORANDUM OF THE SPECIAL
MASTER, DATED AS OF DECEMBER 11, 2009 (THE "DETERMINATION").
TO COMPLY WITH THE
DETERMINATION, THE AWARD IS INTENDED TO BE (A) A FORM OF COMPENSATION WHICH IS
NON-TRANSFERRABLE FOR THREE YEARS FOLLOWING GRANT, AS DESCRIBED IN
SECTION IV.B.1 OF THE DETERMINATION; AND (B) A FORM OF INCENTIVE COMPENSATION
PAID IN STOCK EQUIVALENTS WHICH IS NON-TRANSFERRABLE FOR ONE YEAR FOLLOWING
VESTING AND THREE YEARS FOLLOWING GRANT, AS DESCRIBED IN SECTION IV.B.1.C.II OF
THE DETERMINATION.
IN ADDITION, IN ORDER TO COMPLY WITH CERTAIN REQUIREMENTS
POTENTIALLY APPLICABLE TO YOU NOW OR IN THE FUTURE UNDER THE TARP STANDARDS FOR
COMPENSATION AND CORPORATE GOVERNANCE, INTERIM FINAL RULE, 31 C.F.R. PART 30
(THE "RULE"), THE AWARD IS INTENDED TO BE A GRANT OF "LONG-TERM RESTRICTED
STOCK" AS DEFINED IN THE RULE.
THE AWARD SHALL BE INTERPRETED IN ACCORDANCE
WITH THESE INTENTIONS.
CAPITALIZED TERMS USED BUT NOT OTHERWISE DEFINED IN THIS
AWARD AGREEMENT HAVE THE MEANINGS GIVEN IN THE ATTACHED GLOSSARY OF TERMS.
2.
AWARD.
THE NUMBER OF RSUS SUBJECT TO THIS AWARD IS SET FORTH AT
THE END OF THIS AWARD AGREEMENT.
EACH RSU CONSTITUTES AN UNFUNDED AND UNSECURED
PROMISE OF AIG TO DELIVER (OR CAUSE TO BE DELIVERED) TO YOU, SUBJECT TO THE
TERMS OF THIS AWARD AGREEMENT, CASH EQUAL TO THE FAIR MARKET VALUE OF ONE SHARE
OF COMMON STOCK ON THE PAYOUT DATE AS PROVIDED HEREIN.
3.
VESTING; PAYOUT.
(A)
VESTING.
EXCEPT AS PROVIDED IN THIS PARAGRAPH 3 AND IN PARAGRAPHS
4, 5, 6 AND 7, YOU SHALL BECOME VESTED IN THE RSUS ON THE SECOND ANNIVERSARY OF
THE DATE OF GRANT SPECIFIED AT THE END OF THIS AWARD AGREEMENT (THE "SCHEDULED
VESTING DATE").
EXCEPT AS PROVIDED IN THIS PARAGRAPH 3 AND PARAGRAPH 6, IF YOUR
EMPLOYMENT TERMINATES FOR ANY REASON PRIOR TO THE SCHEDULED VESTING DATE, YOUR
RIGHTS IN RESPECT OF ALL OF YOUR RSUS SHALL TERMINATE, AND NO CASH SHALL BE PAID
IN RESPECT OF SUCH RSUS.
(B)
PAYMENT DATES.
SUBJECT TO PARAGRAPH 8, THE RSUS SHALL NOT BE
PAYABLE PRIOR TO THE FIRST ANNIVERSARY OF THE SCHEDULED VESTING DATE (THE
"INITIAL PERMITTED DATE").
UNLESS THE RSUS FAIL TO BE VESTED ON THE SCHEDULED
VESTING DATE, THE RSUS SHALL BECOME PAYABLE ON THE FIRST DATE ON OR AFTER THE
INITIAL PERMITTED DATE AT WHICH:
(I)
WITH RESPECT TO 25% OF THE RSUS, AIG HAS REPAID AT LEAST 25% OF
THE AGGREGATE FINANCIAL ASSISTANCE RECEIVED UNDER THE TROUBLED ASSET RELIEF
PROGRAM (THE "TARP");
(II)
WITH RESPECT TO AN ADDITIONAL 25% OF