{"id":40246,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/performance-award-grant-form-american-express-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"performance-award-grant-form-american-express-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/performance-award-grant-form-american-express-co.html","title":{"rendered":"Performance Award Grant Form – American Express Co."},"content":{"rendered":"

AMERICAN EXPRESS COMPANY<\/strong><\/p>\n

\n

2007 INCENTIVE COMPENSATION PLAN<\/strong><\/p>\n

\n

PERFORMANCE GRANT<\/strong><\/p>\n

\n

(ALSO KNOWN AS THE INCENTIVE AWARD)<\/strong><\/p>\n

\n

TO<\/strong><\/p>\n

\n<\/p>\n<\/p>\n

\n

Name of Employee<\/p>\n

\n<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Award Date<\/p>\n<\/td>\n

<\/td>\n\n

Award Period<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

We are pleased to inform you that, pursuant to the Company’s 2007 Incentive
\nCompensation Plan, as amended (the “Plan”), the Compensation and Benefits
\nCommittee (the “Committee”) of the Board of Directors (the “Board”) of American
\nExpress Company (the “Company”), made to you an award of a Performance Grant
\nunder Section 8 of the Plan that is also a Qualifying Award under Section 9 of
\nthe Plan, as hereinafter set forth (the “Award” or the “20__ Incentive Award”)
\nas of the award date specified above (the “Award Date”). This Award is commonly
\nreferred to as an annual bonus or annual incentive award (“AIA”). This Award is
\nsubject to the Detrimental Conduct Provisions established by the Committee, and
\nas from time to time amended.<\/p>\n<\/p>\n<\/p>\n

1. General<\/u>. You have been granted the Award subject to the provisions
\nof the Plan and the terms, conditions and restrictions set forth in this
\nagreement (this “Agreement”). The Award Period is specified above, and the last
\nday of the Award Period is the “Expiration Date.”<\/p>\n<\/p>\n<\/p>\n

2. Requirement of Employment<\/u>. Your rights to the Cash Value and the
\nNumber of Restricted Shares or Restricted Stock Units, if any (as those terms
\nare defined below) under Subparagraph 4(b) hereof, shall be provisional and
\nshall be canceled if your continuous employment with the Company and its
\nAffiliates or your Related Employment (as that term is defined in the Plan)
\n(hereinafter collectively referred to as “employment with the American Express
\ncompanies”), terminates for any reason on or before the payment date as set
\nforth in Subparagraph 4(b). Whether and as of what date your employment with the
\nAmerican Express companies shall terminate if you are granted a leave of absence
\nor commence any other break in employment intended by the Company to be
\ntemporary, shall be determined by the Committee.<\/p>\n<\/p>\n<\/p>\n

3. Determination of the Schedule A Value, Cash Value and the Number of
\nRestricted Shares or Restricted Stock Units<\/u>.<\/p>\n<\/p>\n<\/p>\n

(a) Except as otherwise provided below in this Paragraph 3 and in Paragraphs
\n2 and 5 hereof, there shall be paid to you in accordance with Paragraph 4
\nhereof, the Schedule A Value (as reduced pursuant to Subparagraph 3(c)) as of
\nthe last day of the Award Period, if any, as provided in Subparagraph 3(b).<\/p>\n<\/p>\n<\/p>\n

1<\/p>\n

\n

\n<\/p>\n

(b) Schedule A Value<\/u>.<\/p>\n<\/p>\n<\/p>\n

(i) Except as otherwise provided in this Paragraph 3, the Schedule A Value as
\nof the last day of the Award Period will be equal to the amount, if any,
\ndetermined by the Committee based on the performance (i.e., 20__ Return on
\nEquity and 20__ Earnings Per Share) of the Company, pursuant to Schedule A to
\nthis Agreement. However, in no event will the Schedule A Value be greater than
\nthe maximum value as set forth in Schedule A to this Agreement.<\/p>\n<\/p>\n<\/p>\n

(ii) The Committee shall determine in its own discretion what portion of the
\nSchedule A Value, if any (as adjusted in accordance with Subparagraph 3(c)
\nbelow), shall be payable in cash (the “Cash Value”), and what portion shall be
\ndenominated in restricted shares or restricted stock units of the Company (the
\n“RSA” or the “RSU”), in accordance with Paragraph 4 below. The RSA or the RSU
\nshall have the terms substantially as set forth in the form of restricted stock
\nor restricted stock unit award granted generally under the Plan, or its
\nsuccessor, except that the RSA or the RSU shall vest pursuant to a period
\ndetermined in the Committee’s discretion, except that such vesting period shall
\nnot be less than one year from date of grant, and (B) be forfeitable only if
\nyour employment with the American Express companies terminates by reason of
\nvoluntary resignation or terminates for cause (that is, violation of the Code of
\nConduct as in effect from time to time) prior to the applicable vesting dates.
\nThe number of restricted shares or restricted stock units of the Company
\ncomprising the RSA or the RSU (the “Number of Restricted Shares” or the “Number
\nof Restricted Stock Units”) shall be determined by dividing such portion of the
\nSchedule A Value so designated by the Committee, if any, by the closing price of
\nthe shares on the date that the Committee approves payout of the Awards, and
\nshall be payable in the form of an RSA or an RSU in accordance with Paragraph 4
\nbelow.<\/p>\n<\/p>\n<\/p>\n

(iii) For purposes of this Award, all accounting terms are defined in
\naccordance with generally accepted accounting principles as set forth in the
\nCompany’s annual audited financial statements, except as otherwise provided
\nbelow (which will take into account, in each case, the expenses and other
\nfinancial effect for the applicable year(s) of performance grants under the
\nPlan):<\/p>\n<\/p>\n<\/p>\n

(A) “Net Income” means, for any given year, the after-tax net income (or
\nloss) of the Company or of a segment or other part of the Company, as the case
\nmay be, for such year as adjusted below, as reported by the Company. The
\ncalculation of Net Income, for any given year, will be adjusted to exclude:<\/p>\n<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

–<\/p>\n<\/td>\n

\n

reported cumulative effect of accounting changes;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

–<\/p>\n<\/td>\n

\n

reported income and losses from discontinued operations; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

–<\/p>\n<\/td>\n

\n

reported extraordinary gains and losses as determined under generally
\naccepted accounting principles.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

(B) “Average Annual Shareholders’ Equity” means, for any given year, the sum
\nof the total shareholders’ equity of the Company or of a segment or other part
\nof the Company, as the case may be, as of the first day of such year and as of
\nthe end of each month during such period (each as reported by the Company),
\ndivided by 13.<\/p>\n<\/p>\n<\/p>\n

2<\/p>\n

\n

\n<\/p>\n

(C) “Return on Equity” means, for any given year, the Net Income for such
\nyear divided by the Average Annual Shareholders’ Equity for such year.<\/p>\n<\/p>\n<\/p>\n

(D) “Earnings Per Share” means, for any given year, the diluted earnings (or
\nloss) per share of the Company for such year, as reported by the Company. The
\ncalculation of Earnings Per Share, for any given year, will be adjusted in the
\nsame fashion as Net Income for such year.<\/p>\n<\/p>\n<\/p>\n

(iv) To the extent permissible for purposes of Section 162(m) of the Internal
\nRevenue Code of 1986, as amended (the “Code”), in the event of any change in the
\ncorporate capitalization of the Company, such as by reason of any stock split,
\nor a material corporate transaction, such as any merger of the Company into
\nanother corporation, any consolidation of the Company and one or more
\ncorporations into another corporation, any separation of the Company (including
\na spin-off or other distribution of stock or property by the Company), any
\nreorganization of the Company (whether or not such reorganization comes within
\nthe definition of such term in Section 368 of the Code), or any partial or
\ncomplete liquidation by the Company, other than a normal cash dividend, if the
\nCommittee shall determine that such a change equitably requires an adjustment in
\nthe calculation or terms of Earnings Per Share, on the grounds that any such
\nchange would produce an unreasonable value, such equitable adjustment will be
\nmade by the Committee. Any such determination by the Committee to reflect such
\nchange under this Subparagraph 3(b)(iv) shall be final, binding and conclusive.\n<\/p>\n<\/p>\n<\/p>\n

(c) As soon as practicable after the last day of the Award Period, the
\nCommittee will determine, in its sole discretion, that the Schedule A Value, if
\nany (as determined above in Subparagraph 3(b)), may be adjusted downward, but in
\nno event upward, by a percentage from 0-100%. In no event may the Committee
\namend any provision hereof so as to increase or otherwise adjust upward the
\nSchedule A Value. In exercising its discretion to make a downward adjustment,
\nthe Committee will take into account factors such as: (i) the increase in
\nshareholder value (as indicated, for example, by shareholder return, earnings
\ngrowth and return on equity); (ii) customer satisfaction (as indicated, for
\nexample, by customer satisfaction measures, client retention and growth in
\nproducts and services); (iii) employee satisfaction (as indicated, for example,
\nby the employee values survey results); (iv) implementation of initiatives (as
\nindicated, for example, by process changes that achieve significant results);
\n(v) achievement of reengineering initiatives (as indicated, for example, by cost
\nsavings); and (vi) such other factors deemed relevant by the Committee; provided
\nthat any such determination by the Committee need not be made in a uniform
\nmanner and may be made selectively among holders of awards of performance
\ngrants, whether or not such award holders are similarly situated.<\/p>\n<\/p>\n<\/p>\n

(d) The Committee’s determinations as to the Schedule A Value, the Cash Value
\nand the Number of Restricted Shares or the Number of Restricted Stock Units
\npursuant to this Agreement shall be final, binding and conclusive upon you and
\nall persons claiming under or through you.<\/p>\n<\/p>\n<\/p>\n

4. Payment of Award<\/u>.<\/p>\n<\/p>\n<\/p>\n

(a) As soon as practicable after the last day of the Award Period, the
\nCommittee shall determine whether the conditions of Paragraphs 2 and 3 hereof
\nhave been met and, if so, shall ascertain the Schedule A Value (and the negative
\nadjustment thereto), Cash Value and the Number of Restricted Shares or the
\nNumber of Restricted Stock Units, if any, in accordance with Paragraph 3 hereof.\n<\/p>\n<\/p>\n<\/p>\n

3<\/p>\n

\n

\n<\/p>\n

(b) If the Committee determines that there is no Schedule A Value, this Award
\nwill be canceled. If the Committee determines that there is some Schedule A
\nValue, however, the Cash Value as determined pursuant to Paragraph 3 hereof
\nshall become payable to you in cash, and the Number of Restricted Shares or the
\nNumber of Restricted Stock Units shall be issued to you in the form of a
\nrestricted stock or restricted stock unit award under the Plan, within fifteen
\nbusiness days following the regularly scheduled payroll payment date of the
\napplicable pay period beginning after ________ __ of the year following the
\nAward Period, but in no event later than 90 days after ________ __ of the year
\nfollowing the Award Period (or at such other time or times as the Committee
\nshall determine as provided in Paragraph 6 below).<\/p>\n<\/p>\n<\/p>\n

5. Termination of Employment after the Award Period but on or before the
\nPayment Date<\/u>. If, after the last day of the Award Period and on or before
\nthe date specified above in Subparagraph 4(b), but during a period when you have
\nbeen in continuous employment with the American Express companies since the
\nAward Date, you terminate your employment with the American Express companies
\nfor any reason, then you and all others claiming under or through you shall not
\nbe entitled to receive any amounts or awards under this Award, except as
\notherwise determined by the Committee in its sole discretion.<\/p>\n<\/p>\n<\/p>\n

6. Deferral or Acceleration of Payment of Award<\/u>. Any payments to be
\nmade under this Award may be deferred or accelerated in such manner as the
\nCommittee shall determine; provided, however, that any such deferral or
\nacceleration must comply with the applicable requirements of Section 409A of the
\nCode. As to such a deferral of payment, any such payment in excess of the amount
\nthat was originally payable to you under this Agreement will be based on a
\nreasonable interest rate or on one or more predetermined actual investments
\n(whether or not assets associated with the amount are actually invested therein)
\nas determined by the Committee, and as to such an acceleration of payment to you
\nunder this Agreement, any such payment will be discounted to reasonably reflect
\nthe time value of money as determined by the Committee.<\/p>\n<\/p>\n<\/p>\n

7. Change in Control<\/u>.<\/p>\n<\/p>\n<\/p>\n

(a) Notwithstanding anything in this Award to the contrary, if you have not
\nreceived payment under this Award as discussed in Subparagraph 4(b) above, and
\nwithin two years following a Change in Control, as that term is defined in the
\nCompany’s Senior Executive Severance Plan, you experience a separation from
\nservice (as that term is defined for purposes of Section 409A of the Code) that
\nwould otherwise entitle you to receive the payment of severance benefits under
\nthe provisions of the severance plan that you participate in as of the date of
\nsuch separation from service, then you shall be paid under this Award, subject
\nto Paragraph 15, within five days after the date of such separation from
\nservice, a cash payment under this Award equal to the value of (i) (A) the
\naverage award paid or payable to you under the 20__ and 20__ Annual Incentive
\nAward or such other annual incentive award program of the Company or one of its
\nsubsidiaries that you participated in at the time of such prior payment for the
\ntwo years prior to the Change in Control, or (B) if you have not received two
\nsuch awards, the most recent award paid or payable (or guideline amount payable,
\nif you have not previously received any such award) to you under the applicable
\nannual incentive award program of the Company or one of its subsidiaries at the
\ntime of such prior payment), multiplied by (ii) the number of full or partial
\nmonths that have elapsed during the Award Period at the time of such separation
\nfrom service divided by 12.<\/p>\n<\/p>\n<\/p>\n

4<\/p>\n

\n

\n<\/p>\n

(b) The Committee reserves the right to amend or delete this Paragraph 7 in
\nwhole or in part at any time and from time to time; provided, that upon and
\nfollowing the occurrence of a Change in Control, the Committee may not amend
\nthis Paragraph 7 in a manner that is detrimental to your rights without your
\nexpress written consent. Any amendment of the definition of “Change in Control”
\nin the Senior Executive Severance Plan will be deemed to be an amendment
\npermitted under this Paragraph.<\/p>\n<\/p>\n<\/p>\n

8. Tax Withholding and Furnishing of Information<\/u>. There shall be
\nwithheld from any payment of cash or vesting of any restricted shares or
\nrestricted stock units under this Award, such amount, if any, as the Company
\ndetermines is required by law, including, but not limited to, U.S. federal,
\nstate, local or foreign income, employment or other taxes incurred by reason of
\nmaking of the Award or of such payment. It shall be a condition precedent to the
\nobligation of the Company to make payments under this Award that you (or those
\nclaiming under or through you) promptly provide the Company with all forms,
\ndocuments or other information reasonably required by the Company in connection
\nwith the Award.<\/p>\n<\/p>\n<\/p>\n

9. Rights Not Assignable<\/u>. Your rights and interests under the Award
\nand the Plan may not be sold, assigned, transferred, or otherwise disposed of,
\nor made subject to any encumbrance, pledge, hypothecation or charge of any
\nnature, except that you may designate a beneficiary pursuant to Paragraph 10
\nhereof. If you (or those claiming under or through you) attempt to violate this
\nParagraph 9, such attempted violation shall be null and void and without effect,
\nand the Company’s obligation to make any further payments to you (or those
\nclaiming under or through you) hereunder shall terminate.<\/p>\n<\/p>\n<\/p>\n

10. Beneficiary Designation<\/u>. Subject to the provisions of the Plan,
\nyou may, by completing a form acceptable to the Company and returning it to the
\nCorporate Secretary’s Office, at 200 Vesey Street, New York, New York 10285,
\nname a beneficiary or beneficiaries to receive any payment to which you may
\nbecome entitled under this Agreement in the event of your death. You may change
\nyour beneficiary or beneficiaries from time to time by submitting a new form to
\nthe Corporate Secretary’s Office at the same address. If you do not designate a
\nbeneficiary, or if no designated beneficiary is living on the date any amount or
\naward becomes payable under this Agreement, such payment will be made to the
\nlegal representatives of your estate, which will be deemed to be your designated
\nbeneficiary under this Agreement.<\/p>\n<\/p>\n<\/p>\n

11. Administration<\/u>. Any action taken or decision made by the Company,
\nthe Board or the Committee or its delegates arising out of or in connection with
\nthe construction, administration, interpretation or effect of the Plan or this
\nAgreement shall lie within its sole and absolute discretion, as the case may be,
\nand shall be final, conclusive and binding upon you and all persons claiming
\nunder or through you. By accepting this Award or other benefit under the Plan,
\nyou and each person claiming under or through you shall be conclusively deemed
\nto have indicated acceptance and ratification of, and consent to, any action
\ntaken or decision made under the Plan by the Company, the Board or the Committee
\nor its delegates.<\/p>\n<\/p>\n<\/p>\n

12. Change in Control Payments<\/u>. This Paragraph shall apply in the
\nevent of Change in Control (as defined in the American Express Senior Executive
\nSeverance Plan, as amended from time to time).<\/p>\n<\/p>\n<\/p>\n

5<\/p>\n

\n

\n<\/p>\n

(a) In the event that any payment or benefit received or to be received by
\nyou hereunder in connection with a Change in Control or termination of your
\nemployment (hereinafter referred to collectively as the “Payments”) will be
\nsubject to the excise tax referred to in Section 4999 of the Code (the “Excise
\nTax”), then the Payments shall be reduced to the extent necessary so that no
\nportion of the Payments is subject to the Excise Tax but only if (a) the net
\namount of all Total Payments (as hereinafter defined), as so reduced (and after
\nsubtracting the net amount of federal, state and local income and employment
\ntaxes on such reduced Total Payments) is greater than or equal to (b) the net
\namount of such Total Payments without any such reduction (but after subtracting
\nthe net amount of federal, state and local income and employment taxes on such
\nTotal Payments and the amount of Excise Tax to which you would be subject in
\nrespect of such unreduced Total Payments; provided, however, that you may elect
\nin writing to have other components of your Total Payments reduced, to the
\nextent permitted by Section 409A of the Code, prior to any reduction in the
\nPayments hereunder.<\/p>\n<\/p>\n<\/p>\n

(b) For purposes of determining whether the Payments will be subject to the
\nExcise Tax, the amount of such Excise Tax and whether any Payments are to be
\nreduced hereunder: (A) all payments and benefits received or to be received by
\nyou in connection with such Change in Control or the termination of your
\nemployment, whether pursuant to the terms of this Plan or any other plan,
\narrangement or agreement with the Company, any Person whose actions result in
\nsuch Change in Control, or any Person affiliated with the Company or such Person
\n(collectively, “Total Payments”) shall be treated as “parachute payments”
\n(within the meaning of Section 280G(b)(2) of the Code) unless, in the opinion of
\nthe accounting firm which was, immediately prior to the Change in Control, the
\nCompany’s independent auditor, or if that firm refuses to serve, by another
\nqualified firm, whether or not serving as independent auditors, designated by
\nthe Committee (the “Firm”), such payments or benefits (in whole or in part) do
\nnot constitute parachute payments, including by reason of Section 280G(2)(A) or
\nSection 280G(b)(4)(A) of the Code; (B) no portion of the Total Payments the
\nreceipt or enjoyment of which you shall have waived at such time and in such
\nmanner as not to constitute a “payment” within the meaning of Section 280G(b) of
\nthe Code shall be taken into account; (C) all “excess parachute payments” within
\nthe meaning of Section 280G(b)(2) of the Code shall be treated as subject to the
\nExcise Tax unless, in the opinion of the Firm, such excess parachute payments
\n(in whole or in part) represent reasonable compensation for services actually
\nrendered (within the meaning of Section 280G(g)(4)(B) of the Code) in excess of
\nthe “base amount” (within the meaning of Section 280G(b)(3) of the Code)
\nallocable to such reasonable compensation, or are otherwise not subject to the
\nExcise Tax; and (D) the value of any non-cash benefits or any deferred payment
\nor benefit shall be determined by the Firm in accordance with the principles of
\nSections 280G(d)(3) and (4) of the Code and regulations or other guidance
\nthereunder. For purposes of determining whether any of your Payments shall be
\nreduced, you shall be deemed to pay federal income tax at the highest marginal
\nrate of federal income taxation (and state and local income taxes at the highest
\nmarginal rate of taxation in the state and locality of your residence, net of
\nthe maximum reduction in federal income taxes which could be obtained from
\ndeduction of such state and local taxes) in the calendar year in which the
\nPayments are made. The Firm will be paid reasonable compensation by the Company
\nfor its services.<\/p>\n<\/p>\n<\/p>\n

(c) As soon as practicable following a Change in Control, but in no event
\nlater than 30 days thereafter, if your Payments are proposed to be reduced, the
\nCompany shall provide to you a written statement setting forth the manner in
\nwhich your Total Payments were calculated and the basis for such calculations,
\nincluding, without limitation, any opinions or other advice the Company has
\nreceived from the Firm or other advisors or consultants (and any such opinions
\nor advice which are in writing shall be attached to the statement).<\/p>\n<\/p>\n<\/p>\n

6<\/p>\n

\n

\n<\/p>\n

13. Miscellaneous<\/u>. Neither you nor any person claiming under or
\nthrough you shall have any right or interest, whether vested or otherwise, in
\nthe Plan or the Award, unless and until all of the terms, conditions and
\nprovisions of the Plan and this Agreement shall have been complied with. In
\naddition, neither the adoption of the Plan nor the execution of this Agreement
\nshall in any way affect the rights and powers of any person to dismiss or
\ndischarge you at any time from employment with the American Express companies.
\nNotwithstanding anything herein to the contrary, neither the Company nor any of
\nits Affiliates (as that term is defined in the Plan) nor their respective
\nofficers, directors, employees or agents shall have any liability to you (or
\nthose claiming under or through you) under the Plan, this Agreement or otherwise
\non account of any action taken, or decision not to take any action made, by any
\nof the foregoing persons with respect to the business or operations of the
\nCompany or any of its Affiliates (as that term is defined in the Plan), despite
\nthe fact that any such action or decision may adversely affect in any way
\nwhatsoever Average Annual Shareholders’ Equity, Earnings Per Share, Net Income
\nor other financial measures or amounts which are accrued or payable or any of
\nyour other rights or interests under this Agreement.<\/p>\n<\/p>\n<\/p>\n

14. Governing Law<\/u>. The validity, construction, interpretation,
\nadministration and effect of this Agreement shall be governed by the substantive
\nlaws, but not the choice of law rules, of the State of New York.<\/p>\n<\/p>\n<\/p>\n

15. Compliance with Section 409A<\/u>. The payment of the Award under this
\nAgreement is intended to comply with Section 409A of the Code and the Treasury
\nRegulations promulgated and other official guidance issued thereunder, and this
\nAgreement shall be interpreted, operated and administered consistent with this
\nintent and the American Express Section 409A Compliance Policy, as amended from
\ntime to time, and any successor policy thereto. Notwithstanding any other
\nprovision of this Agreement, to the extent that you are a Specified Employee at
\nthe time of your separation from service and any payment is required to be
\ndelayed by six months pursuant to Section 409A of the Code, then such payment
\nshall be made, without interest, on the first day of the seventh month following
\nyour separation from service.<\/p>\n<\/p>\n<\/p>\n

16. FDIA Limitations<\/u>. Notwithstanding any other provision of this
\nAgreement to the contrary, any payments or benefits to you pursuant to this
\nAgreement, or otherwise, are subject to and conditioned upon their compliance
\nwith 12 USC Section 1828(k) and any regulations promulgated, or other guidance
\nissued, with respect thereto.<\/p>\n<\/p>\n<\/p>\n

17. Dodd-Frank Clawback<\/u>. Notwithstanding any other provision of this
\nAgreement to the contrary, in order to comply with Section 10D of the Securities
\nExchange Act of 1934, as amended, and any regulations promulgated, or national
\nsecurities exchange listing conditions adopted, with respect thereto
\n(collectively, the “Clawback Requirements”), if the Company is required to
\nprepare an accounting restatement due to the material noncompliance of the
\nCompany with any financial reporting requirements under the securities laws,
\nthen you shall return to the Company, or forfeit if not yet paid, the amount of
\nany Award received during the three-year period preceding the date on which the
\nCompany is required to prepare the accounting restatement, based on the
\nerroneous data, in excess of what would have been paid to you under the
\naccounting restatement as determined by the Committee in accordance with the
\nClawback Requirements and any policy adopted by the Committee pursuant to the
\nClawback Requirements.<\/p>\n<\/p>\n<\/p>\n

7<\/p>\n

\n

\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

AMERICAN EXPRESS COMPANY<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

By the Compensation and Benefits<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Committee of the Board of Directors:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

P. CHERNIN<\/p>\n<\/td>\n

<\/td>\n\n

E. MILLER<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

J. LESCHLY<\/p>\n<\/td>\n

<\/td>\n\n

R. WALTER<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

R. MCGINN<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

\/s\/ Carol V. Schwartz<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Carol V. Schwartz, Secretary<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

Notwithstanding any contrary provision in the American Express Company
\n2007 Incentive Compensation Plan, as amended, the Company reserves the right to
\ncorrect nonmaterial clerical errors in, and make subsequent nonmaterial
\nclarifications to, any Award Agreement in the future, without prior notification
\nto participants.<\/em><\/p>\n<\/p>\n<\/p>\n

8<\/p>\n

\n

\n

AMERICAN EXPRESS COMPANY<\/strong><\/p>\n

\n

2007 INCENTIVE COMPENSATION PLAN<\/strong><\/p>\n

\n

PERFORMANCE GRANT<\/strong><\/p>\n

\n

(ALSO KNOWN AS THE INCENTIVE AWARD)<\/strong><\/p>\n

\n<\/p>\n

SCHEDULE A<\/strong><\/p>\n

\n<\/p>\n<\/p>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n\n

Payout Level for Each Metric<\/p>\n<\/td>\n<\/tr>\n

\n

Annual Measure<\/p>\n<\/td>\n

\n

Weighting<\/p>\n<\/td>\n

\n

0% of Max.<\/p>\n<\/td>\n

\n

___% of Max.<\/p>\n<\/td>\n

\n

Maximum<\/p>\n<\/td>\n<\/tr>\n

\n

EPS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ROE<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

For purposes of determining the Schedule A Value, if the 20__ Return on
\nEquity or the 20__ Earnings Per Share are equal to or greater than those levels
\nneeded to have some Schedule A Value and less than or equal to the maximum
\nspecified levels, and are not represented on the table, the Schedule A Value
\nshall be determined by straight-line interpolation from the amounts specified in
\nsuch table immediately less than and greater than the amounts actually attained.\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n

Note: the Award is designed to provide the Committee maximum
\nflexibility in determining an appropriate bonus, while maintaining the ability
\nto deduct the amount of the Award. This table produces the maximum deductible
\namount of the Award, and not the amount actually to be paid. The Committee uses
\nnegative discretion to reduce such amount as it deems appropriate.<\/strong><\/p>\n<\/p>\n

9<\/p>\n

\n

<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6665],"corporate_contracts_industries":[9416],"corporate_contracts_types":[9539,9546],"class_list":["post-40246","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-american-express-co","corporate_contracts_industries-financial__credit","corporate_contracts_types-compensation","corporate_contracts_types-compensation__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40246","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40246"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40246"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40246"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40246"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}