IN
SECTION 5.B.
UNTIL SUCH DELIVERY, A HOLDER OF PSUS OR RSUS WILL HAVE ONLY THE
RIGHTS OF A GENERAL UNSECURED CREDITOR AND NO RIGHTS AS A SHAREHOLDER OF AIG.
EACH OPTION REPRESENTS A RIGHT TO PURCHASE ONE SHARE, SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH IN THE APPLICABLE AWARD AGREEMENT.
D.
AWARD AGREEMENTS.
EACH AWARD GRANTED UNDER THE PLAN SHALL BE
EVIDENCED BY AN AWARD AGREEMENT THAT SHALL CONTAIN SUCH PROVISIONS AND
CONDITIONS AS THE COMMITTEE DEEMS APPROPRIATE; PROVIDED THAT, EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED IN AN AWARD AGREEMENT, IF THERE IS ANY CONFLICT
1
BETWEEN ANY PROVISION OF THIS PLAN AND AN AWARD AGREEMENT, THE PROVISIONS OF
THIS PLAN SHALL GOVERN.
BY ACCEPTING AN AWARD PURSUANT TO THIS PLAN, A
PARTICIPANT THEREBY AGREES THAT THE AWARD SHALL BE SUBJECT TO ALL OF THE TERMS
AND PROVISIONS OF THIS PLAN, THE OMNIBUS PLAN AND THE APPLICABLE AWARD
AGREEMENT.
AWARDS SHALL BE ACCEPTED BY A PARTICIPANT SIGNING THE APPLICABLE
AWARD AGREEMENT, AND RETURNING IT TO THE COMPANY. FAILURE BY A PARTICIPANT TO DO
SO WITHIN 90 DAYS FROM THE DATE OF THE AWARD AGREEMENT SHALL GIVE THE COMPANY
THE RIGHT TO RESCIND THE AWARD.
4.
PERFORMANCE MEASURES FOR PSUS; EARNED PSUS
A.
TARGET PSUS.
FOR AN AWARD OF PSUS, A PARTICIPANT'S AWARD
AGREEMENT WILL SET FORTH A TARGET NUMBER OF PSUS AS DETERMINED BY THE COMMITTEE
(THE "TARGET PSUS").
B.
PERFORMANCE MEASURES. THE NUMBER OF PSUS EARNED FOR ANY
PERFORMANCE PERIOD WILL BE BASED ON ONE OR MORE PERFORMANCE MEASURES ESTABLISHED
BY THE COMMITTEE IN ITS SOLE DISCRETION WITH RESPECT TO SUCH PERFORMANCE PERIOD
(COLLECTIVELY, THE "PERFORMANCE MEASURES"). FOR EACH PERFORMANCE MEASURE WITH
RESPECT TO A PERFORMANCE PERIOD, THE COMMITTEE WILL ESTABLISH A THRESHOLD,
TARGET AND MAXIMUM ACHIEVEMENT LEVEL AND THE WEIGHTING AFFORDED TO EACH SUCH
PERFORMANCE MEASURE.
THE COMMITTEE MAY ALSO ESTABLISH GATING METRICS THAT MUST
BE SATISFIED BEFORE PERFORMANCE MEASURES ARE APPLIED TO ASSESS THE NUMBER OF
PSUS THAT ARE EARNED.
C.
PERFORMANCE RESULTS.
AT THE END OF THE PERFORMANCE PERIOD, THE
COMMITTEE WILL ASSESS PERFORMANCE AGAINST EACH PERFORMANCE MEASURE AND DETERMINE
THE EARNED PERCENTAGE (AS DETAILED BELOW) FOR EACH SUCH PERFORMANCE MEASURE AS
FOLLOWS, SUBJECT TO THE TERMS AND CONDITIONS OF THIS PLAN AND UNLESS DETERMINED
OTHERWISE BY THE COMMITTEE:
Performance
Earned Percentage
Performance less than Threshold
0%
Performance at Threshold
50%
Performance at Target
100%
Performance at or above Maximum
200%
THE EARNED PERCENTAGE FOR PERFORMANCE BETWEEN THRESHOLD AND TARGET AND BETWEEN
TARGET AND MAXIMUM WILL BE DETERMINED ON A STRAIGHT-LINE BASIS, UNLESS
DETERMINED OTHERWISE BY THE COMMITTEE.
D.
EARNED PSUS.
THE NUMBER OF PSUS EARNED FOR THE PERFORMANCE
PERIOD (THE "EARNED PSUS") WILL EQUAL THE SUM OF THE PSUS EARNED FOR EACH
PERFORMANCE MEASURE, CALCULATED AS FOLLOWS, UNLESS DETERMINED OTHERWISE BY THE
COMMITTEE:
PSUs earned for a Performance Measure
=
Target PSUs
x
Earned Percentage
x
Weighting of Performance Measure
FOR THE AVOIDANCE OF DOUBT, THE COMMITTEE RETAINS DISCRETION TO REDUCE ANY
EARNED PSU AWARD TO ZERO.
5.
VESTING AND DELIVERY
A.
VESTING