NOT personalized to each Participant.
(1)
[EMPLOYEE NAME] ("EMPLOYEE"), FOR GOOD AND SUFFICIENT
CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, HEREBY WAIVES AND
FOREVER RELEASES AND DISCHARGES ANY AND ALL CLAIMS OF ANY KIND EMPLOYEE MAY HAVE
AGAINST AMERICAN INTERNATIONAL GROUP, INC., ITS AFFILIATE OR SUBSIDIARY
COMPANIES, OR ANY OFFICER, DIRECTOR OR EMPLOYEE OF, OR ANY BENEFIT PLAN
SPONSORED BY, ANY SUCH COMPANY (COLLECTIVELY, THE "RELEASED PARTIES") WHICH
ARISE FROM EMPLOYEE'S EMPLOYMENT WITH ANY OF THE RELEASED PARTIES OR THE
TERMINATION OF EMPLOYEE'S EMPLOYMENT WITH ANY OF THE RELEASED PARTIES.
[SPECIFICALLY, BUT WITHOUT LIMITING THAT RELEASE, EMPLOYEE HEREBY WAIVES ANY
RIGHTS OR CLAIMS EMPLOYEE MIGHT HAVE PURSUANT TO THE AGE DISCRIMINATION IN
EMPLOYMENT ACT OF 1967, AS AMENDED (THE "ACT") AND UNDER THE LAWS OF ANY AND ALL
JURISDICTIONS, INCLUDING, WITHOUT LIMITATION, THE UNITED STATES.
EMPLOYEE
RECOGNIZES THAT EMPLOYEE IS NOT WAIVING ANY RIGHTS OR CLAIMS UNDER THE ACT THAT
MAY ARISE AFTER THE DATE THAT EMPLOYEE EXECUTES THIS RELEASE.] NOTHING HEREIN
MODIFIES OR AFFECTS ANY VESTED RIGHTS THAT EMPLOYEE MAY HAVE UNDER THE [AMERICAN
INTERNATIONAL GROUP, INC. RETIREMENT PLAN, OR THE AMERICAN INTERNATIONAL GROUP,
INC. INCENTIVE SAVINGS PLAN] [AND OTHER PLANS APPLICABLE TO EMPLOYEE]; NOR DOES
THIS RELEASE CONFER ANY SUCH RIGHTS, WHICH ARE GOVERNED BY THE TERMS OF THE
RESPECTIVE PLANS (AND ANY AGREEMENTS UNDER SUCH PLANS).
(2)
EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS NOT FILED ANY COMPLAINT,
CHARGE, CLAIM OR PROCEEDING, IF ANY, AGAINST ANY OF THE RELEASED PARTIES BEFORE
ANY LOCAL, STATE OR FEDERAL AGENCY, COURT OR OTHER BODY (EACH INDIVIDUALLY A
"PROCEEDING").
EMPLOYEE REPRESENTS THAT EMPLOYEE IS NOT AWARE OF ANY BASIS ON
WHICH SUCH A PROCEEDING COULD REASONABLY BE INSTITUTED.
(3)
EMPLOYEE ACKNOWLEDGES AND AGREES THAT EMPLOYEE HAS COMPLIED WITH
AND WILL CONTINUE TO COMPLY WITH THE NON-DISPARAGEMENT, NON-SOLICITATION AND
CONFIDENTIALITY PROVISIONS SET FORTH IN THE EMPLOYEE'S AWARD AGREEMENT PURSUANT
TO SECTION 3.D OF THE PLAN, [A COPY OF WHICH IS ATTACHED HERETO AS EXHIBIT A],
AND FURTHER AGREES THAT AIG'S REMEDIES AT LAW FOR A BREACH OR THREATENED BREACH
OF ANY OF THE NON-DISPARAGEMENT, NON-SOLICITATION AND CONFIDENTIALITY PROVISIONS
IN THE EMPLOYEE'S AWARD AGREEMENT WOULD BE INADEQUATE.
IN RECOGNITION OF THIS
FACT, THE EMPLOYEE AGREES THAT, IN THE EVENT OF SUCH A BREACH OR THREATENED
BREACH, IN ADDITION TO ANY REMEDIES AT LAW, AIG, WITHOUT POSTING ANY BOND, SHALL
BE ENTITLED TO OBTAIN EQUITABLE RELIEF FROM A COURT OF COMPETENT JURISDICTION IN
THE FORM OF SPECIFIC PERFORMANCE, TEMPORARY RESTRAINING ORDER, TEMPORARY OR
PERMANENT INJUNCTION OR ANY OTHER EQUITABLE REMEDY WHICH MAY THEN BE AVAILABLE;
(4)
[EMPLOYEE ACKNOWLEDGES AND UNDERSTANDS THAT EMPLOYEE IS HEREBY
BEING ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS RELEASE.
EMPLOYEE ALSO ACKNOWLEDGES AND UNDERSTANDS THAT EMPLOYEE HAS [TWENTY-ONE (21)]
DAYS TO CONSIDER THE TERMS OF THIS RELEASE BEFORE SIGNING IT.
HOWEVER, IN NO
EVENT MAY EMPLOYEE SIGN THIS RELEASE BEFORE EMPLOYEE'S TERMINATION DATE.]
(5)
[UPON THE SIGNING OF THIS RELEASE BY EMPLOYEE, EMPLOYEE
UNDERSTANDS THAT EMPLOYEE SHALL HAVE A PERIOD OF SEVEN (7) DAYS FOLLOWING
EMPLOYEE'S SIGNING OF