{"id":40316,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/release-and-restrictive-covenant-agreement-aig.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"release-and-restrictive-covenant-agreement-aig","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/release-and-restrictive-covenant-agreement-aig.html","title":{"rendered":"Release and Restrictive Covenant Agreement – AIG"},"content":{"rendered":"

AMERICAN INTERNATIONAL GROUP, INC.<\/strong><\/p>\n

RELEASE AND RESTRICTIVE COVENANT AGREEMENT<\/strong>\n<\/p>\n<\/p>\n

This Release and Restrictive Covenant Agreement (the “Agreement”) is entered
\ninto by and between Anastasia Kelly (the “Employee”) and American International
\nGroup, Inc., a Delaware Corporation (the “Company”).<\/p>\n<\/p>\n

Each term defined in the American International Group, Inc. Amended and
\nRestated Executive Severance Plan (the “Plan”) has the same meaning when used in
\nthis Agreement.<\/p>\n<\/p>\n

I.<\/strong> Termination of Employment<\/strong><\/p>\n<\/p>\n

The Employee153s employment with the Company and each of its subsidiaries and
\ncontrolled affiliates (collectively “AIG”) shall terminate on December 30, 2009
\n(the “Termination Date”) and, as of that date, the Employee shall cease
\nperforming the Employee153s employment duties and responsibilities for AIG and
\nshall no longer report to work for AIG. For purposes of this Agreement, the term
\n“controlled affiliates” means an entity of which the Company directly or
\nindirectly owns or controls a majority of the voting shares.<\/p>\n<\/p>\n

II.<\/strong> Severance<\/strong><\/p>\n<\/p>\n

The Employee shall receive Severance Installments (as defined in the Plan) in
\nthe total gross amount of $3,040,770, less applicable tax and benefit
\nwithholdings paid out over 24 months (in substantially equal biweekly
\ninstallments) in accordance with Section IV.B of the Plan and the Company153s
\nnormal payroll practices. The Severance Period (as defined in the Plan) shall
\nend on or around December 31, 2011 (the “Severance End Date”). Solely for
\npurposes of the American International Group, Inc. Retirement Plan and any life
\ninsurance benefits provided pursuant to Section IV.F of the Plan, only that
\nportion of the Severance Installments that is equal to the Employee153s regular
\nsalary installments at the time of the Termination Date shall be treated as
\n“salary” (the remainder shall be treated as non-salary). The Employee shall also
\nbe paid accrued wages, reimbursed expenses and 11 days of accrued, unused
\nvacation pay as set forth in Section IV.A of the Plan.<\/p>\n<\/p>\n

III.<\/strong> Other Benefits<\/strong><\/p>\n<\/p>\n

Nothing in this Agreement modifies or affects any of the terms of any benefit
\nplans or programs (including, without limitation, the Company153s right to alter
\nthe terms of such plans or programs). No further deductions or employer matching
\ncontributions shall be made on behalf of the Employee to the Incentive Savings
\nPlan (“ISP”) as of the last day of the pay period in which the Termination Date
\noccurs.<\/p>\n<\/p>\n

The Employee shall no longer participate or be eligible for coverage under
\nthe Short-Term and Long-Term Disability programs or the ISP after the
\nTermination Date. After the Termination Date, the Employee may decide, under the
\nISP, whether to elect a rollover or distribution of the Employee153s account
\nbalance or to keep the account balance in the ISP. The Employee shall not accrue
\nvacation after the Termination Date.<\/p>\n<\/p>\n

As set forth in Section IV.D of the Plan, the Employee shall be entitled to
\nparticipate during the Severance Period in the applicable Company-provided
\nhealth plans for active<\/p>\n<\/p>\n

\n

<\/p>\n

\n

employees in which the Employee participated prior to termination by paying
\non an after-tax basis the applicable employee contribution charged to active
\nemployees receiving similar coverage. If the Employee participates in such plan,
\nthe actuarial cost of such coverage in excess of the applicable employee
\ncontribution paid by the Employee, as determined by the Company, shall be
\nimputed as taxable income to the Employee.<\/p>\n<\/p>\n

As set forth in Section IV.F of the Plan, the Employee shall be entitled to
\nparticipate during the Severance Period in the group life insurance benefits
\ngenerally available to active employees of the Company. The Employee shall be
\nrequired to pay the costs of such coverage on the same basis as prior to the
\ndate of termination. Any portion of the premium paid by the Company shall be
\nimputed as taxable income to the Employee.<\/p>\n<\/p>\n

The Employee will continue to participate in and accrue benefits in the AIG
\nRetirement Plan through the Severance End Date. The AIG Retirement Plan deems an
\nEmployee on severance payroll continuation to be a participant in the Plan. If
\nthe Employee is vested and has the age and service to commence a benefit,
\nbenefits under the AIG Retirement Plan may commence after the last day on
\npayroll.<\/p>\n<\/p>\n

Except as set forth in this Agreement and Sections IV.C through F of the
\nPlan, there are no other payments or benefits due to the Employee from the
\nCompany. The Employee acknowledges and agrees that the Company has made no
\nrepresentations to the Employee as to the applicability of Section 409A of the
\nInternal Revenue Code to any of the payments or benefits provided to the
\nEmployee pursuant to the Plan or this Agreement, except that the Company
\nrepresents that the Employee is not among the top 50 (is not a specified
\nemployee) for purposes of Section 409A.<\/p>\n<\/p>\n

IV.<\/strong> Release of Claims<\/strong><\/p>\n<\/p>\n

In partial consideration of the payments and benefits described in Sections
\nII and III of this Agreement and Section IV of the Plan, to which the Employee
\nagrees the Employee is not entitled until and unless she executes this
\nAgreement, the Employee, for and on behalf of the Employee and the Employee153s
\nheirs and assigns, subject to the following two sentences hereof, hereby waives
\nand releases any common law, statutory or other complaints, claims, charges or
\ncauses of action of any kind whatsoever, both known and unknown, in law or in
\nequity, which the Employee ever had, now has or may have against AIG and its
\nshareholders (other than C.V. Starr & Co., Inc. and Starr International
\nCompany, Inc.), successors, assigns, directors, officers, partners, members,
\nemployees or agents (collectively, the “Releasees”), including, without
\nlimitation, any complaint, charge or cause of action arising under federal,
\nstate or local laws pertaining to employment, including the Age Discrimination
\nin Employment Act of 1967 (“ADEA,” a law which prohibits discrimination on the
\nbasis of age), the National Labor Relations Act, the Civil Rights Act of 1991,
\nthe Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act
\nof 1964, all as amended; and all other federal, state, local and foreign laws
\nand regulations. By signing this Agreement, the Employee acknowledges that the
\nEmployee intends to waive and release any rights known or unknown that the
\nEmployee may have against the Releasees under these and any other laws;
\nprovided<\/em>, that the Employee does not waive or release claims with
\nrespect to the right to enforce the Employee153s rights under this Agreement or
\nwith respect to any rights to indemnification under the Company153s Charter and
\nby-laws (the “Unreleased Claims”). In addition, the Employee waives any claim to
\nreinstatement or re-employment with AIG, the Employee shall not seek or accept
\nemployment with AIG after the Termination Date and the Employee agrees not to
\nbring any claim based upon the failure or refusal of AIG to employ the Employee
\nhereafter.<\/p>\n

\n

2<\/p>\n

\n

<\/p>\n

\n

V.<\/strong> Proceedings<\/strong><\/p>\n<\/p>\n

The Employee acknowledges that the Employee has not filed any complaint,
\ncharge, claim or proceeding, except with respect to an Unreleased Claim, if any,
\nagainst any of the Releasees before any local, state or federal agency, court or
\nother body (each individually a “Proceeding”). The Employee represents that the
\nEmployee is not aware of any basis on which such a Proceeding could reasonably
\nbe instituted. By signing this Agreement the Employee:<\/p>\n<\/p>\n

(a) Acknowledges that the Employee shall not initiate or cause to be
\ninitiated on her behalf any Proceeding and shall not participate in any
\nProceeding, in each case, except as required by law;<\/p>\n<\/p>\n

(b) Waives any right she may have to benefit in any manner from any relief
\n(whether monetary or otherwise) arising out of any Proceeding, including any
\nProceeding conducted by the Equal Employment Opportunity Commission (“EEOC”);
\nand<\/p>\n<\/p>\n

(c) Acknowledges that the Employee shall be limiting the availability of
\ncertain remedies that the Employee may have against AIG and limiting also the
\nEmployee153s ability to pursue certain claims against the Releasees.<\/p>\n<\/p>\n

Notwithstanding the above, nothing in Section V of this Agreement shall
\nprevent the Employee from:<\/p>\n<\/p>\n

(x) Initiating or causing to be initiated on her behalf any complaint,
\ncharge, claim or proceeding against the Company before any local, state or
\nfederal agency, court or other body challenging the validity of the waiver of
\nher claims under the ADEA contained in Section IV of this Agreement (but no
\nother portion of such waiver), or<\/p>\n<\/p>\n

(y) Initiating or participating in an investigation or proceeding conducted
\nby the EEOC.<\/p>\n<\/p>\n

VI.<\/strong> Time to Consider<\/strong><\/p>\n<\/p>\n

The payments and benefits payable to the Employee under this Agreement
\ninclude consideration provided to Employee over and above anything of value to
\nwhich the Employee already is entitled. The Employee acknowledges that the
\nEmployee has been advised that the Employee has 21 days from the date of the
\nEmployee153s receipt of this Agreement to consider all the provisions of this
\nAgreement.<\/p>\n<\/p>\n

THE EMPLOYEE FURTHER ACKNOWLEDGES THAT THE EMPLOYEE HAS READ THIS AGREEMENT
\nCAREFULLY, HAS BEEN ADVISED BY THE COMPANY TO CONSULT AN ATTORNEY, AND FULLY
\nUNDERSTANDS THAT BY SIGNING BELOW THE EMPLOYEE IS GIVING UP CERTAIN RIGHTS WHICH
\nTHE EMPLOYEE MAY HAVE TO SUE OR ASSERT A CLAIM AGAINST ANY OF THE RELEASEES, AS
\nDESCRIBED IN SECTION IV OF THIS AGREEMENT AND THE OTHER PROVISIONS HEREOF. THE
\nEMPLOYEE ACKNOWLEDGES THAT THE EMPLOYEE HAS NOT BEEN FORCED OR PRESSURED IN ANY
\nMANNER WHATSOEVER TO SIGN THIS AGREEMENT, AND THE EMPLOYEE AGREES TO ALL OF ITS
\nTERMS VOLUNTARILY.<\/p>\n

\n

3<\/p>\n

\n

<\/p>\n

VII.<\/strong> Revocation<\/strong><\/p>\n<\/p>\n

The Employee hereby acknowledges and understands that the Employee shall have
\nseven days from the date of the Employee153s execution of this Agreement to revoke
\nthis Agreement (including, without limitation, any and all claims arising under
\nthe ADEA) by providing written notice of revocation delivered to the Chief
\nExecutive Officer of the Company no later than 5:00 p.m. on the seventh day
\nafter the Employee has signed the Agreement. Neither the Company nor any other
\nperson is obligated to provide any benefits to the Employee pursuant to Section
\nIV of the Plan until eight days have passed since the Employee153s signing of this
\nAgreement without the Employee having revoked this Agreement. If the Employee
\nrevokes this Agreement pursuant to this Section, the Employee shall be deemed
\nnot to have accepted the terms of this Agreement, and no action shall be
\nrequired of AIG under any section of this Agreement.<\/p>\n<\/p>\n

VIII.<\/strong> No Admission<\/strong><\/p>\n<\/p>\n

This Agreement does not constitute an admission of liability or wrongdoing of
\nany kind by the Employee or AIG.<\/p>\n<\/p>\n

IX.<\/strong> Restrictive Covenants<\/strong><\/p>\n<\/p>\n

A. Non-Competition\/Non-Solicitation<\/strong><\/p>\n<\/p>\n

The Employee acknowledges and recognizes the highly competitive nature of the
\nbusinesses of AIG and accordingly agrees as follows:<\/p>\n<\/p>\n

1. During the period commencing on the Employee153s Termination Date and ending
\non the earlier of the (i) the one-year anniversary of such date and (ii) the
\nSeverance End Date (the “Restricted Period<\/em>“), the Employee shall not,
\ndirectly or indirectly:<\/p>\n<\/p>\n

(a) Engage in any “Competitive Business” (defined below) for the Employee153s
\nown account;<\/p>\n<\/p>\n

(b) Enter the employ of, or render any services to, any person engaged in any
\nCompetitive Business;<\/p>\n<\/p>\n

(c) Acquire a financial interest in, or otherwise become actively involved
\nwith, any person engaged in any Competitive Business, directly or indirectly, as
\nan individual, partner, shareholder, officer, director, principal, agent,
\ntrustee or consultant; or<\/p>\n<\/p>\n

(d) Interfere with business relationships between AIG and customers or
\nsuppliers of, or consultants to AIG.<\/p>\n<\/p>\n

2. For purposes of this Section IX, a “Competitive Business<\/em>” means,
\nas of any date, including during the Restricted Period, any person or entity
\n(including any joint venture, partnership, firm, corporation or limited
\nliability company) that engages in or proposes to engage in the following
\nactivities in any geographical area in which AIG does business:<\/p>\n<\/p>\n

(a) The property and casualty insurance business, including commercial
\ninsurance, business insurance, personal insurance and specialty insurance;<\/p>\n<\/p>\n

(b) The life and accident and health insurance business;<\/p>\n

\n

4<\/p>\n

\n

<\/p>\n

(c) The underwriting, reinsurance, marketing or sale of (y) any form of
\ninsurance of any kind that AIG as of such date does, or proposes to, underwrite,
\nreinsure, market or sell (any such form of insurance, an “AIG Insurance
\nProduct<\/em>“), or (z) any other form of insurance that is marketed or sold in
\ncompetition with any AIG Insurance Product;<\/p>\n<\/p>\n

(d) The investment and financial services business, including retirement
\nservices and mutual funds services; or<\/p>\n<\/p>\n

(e) Any other business that as of such date is a direct and material
\ncompetitor of one of AIG153s businesses.<\/p>\n<\/p>\n

3. Notwithstanding anything to the contrary in this Agreement, the Employee
\nmay directly or indirectly, own, solely as an investment, securities of any
\nperson engaged in the business of AIG which are publicly traded on a national or
\nregional stock exchange or on the over-the-counter market if the Employee (a) is
\nnot a controlling person of, or a member of a group which controls, such person
\nand (b) does not, directly or indirectly, own one percent or more of any class
\nof securities of such person.<\/p>\n<\/p>\n

4. During the Restricted Period, the Employee shall not, directly or
\nindirectly, without AIG153s written consent, hire, solicit or encourage to cease
\nto work with AIG any employee, consultant or agent of AIG.<\/p>\n<\/p>\n

5. The Employee understands that the provisions of this Section IX.A may
\nlimit the Employee153s ability to earn a livelihood in a business similar to the
\nbusiness of AIG but the Employee nevertheless agrees and hereby acknowledges
\nthat:<\/p>\n<\/p>\n

(a) Such provisions do not impose a greater restraint than is necessary to
\nprotect the goodwill or other business interests of AIG;<\/p>\n<\/p>\n

(b) Such provisions contain reasonable limitations as to time and scope of
\nactivity to be restrained;<\/p>\n<\/p>\n

(c) Such provisions are not harmful to the general public; and<\/p>\n<\/p>\n

(d) Such provisions are not unduly burdensome to the Employee. In
\nconsideration of the foregoing and in light of the Employee153s education, skills
\nand abilities, the Employee agrees that she shall not assert that, and it should
\nnot be considered that, any provisions of Section IX.A otherwise are void,
\nvoidable or unenforceable or should be voided or held unenforceable.<\/p>\n<\/p>\n

6. It is expressly understood and agreed that, although the Employee and the
\nCompany consider the restrictions contained in this Section IX.A to be
\nreasonable, if a judicial determination is made by a court of competent
\njurisdiction that the time or territory or any other restriction contained in
\nthis Section IX.A or elsewhere in this Agreement is an unenforceable restriction
\nagainst the Employee, the provisions of the Agreement shall not be rendered void
\nbut shall be deemed amended to apply as to such maximum time and territory and
\nto such maximum extent as such court may judicially determine or indicate to be
\nenforceable. Alternatively, if any court of competent jurisdiction finds that
\nany restriction contained in this Agreement is unenforceable, and such
\nrestriction cannot be amended so as to make it enforceable, such finding shall
\nnot affect the enforceability of any of the other restrictions contained herein.\n<\/p>\n

\n

5<\/p>\n

\n

<\/p>\n

B. Nondisparagement<\/strong><\/p>\n<\/p>\n

The Employee agrees (whether during or after the Employee153s employment with
\nAIG) not to issue, circulate, publish or utter any false or disparaging
\nstatements, remarks or rumors about AIG or the officers, directors or managers
\nof AIG other than to the extent reasonably necessary in order to (a) assert a
\nbona fide claim against AIG arising out of the Employee153s employment with AIG,
\nor (b) respond in a truthful and appropriate manner to any legal process or give
\ntruthful and appropriate testimony in a legal or regulatory proceeding.<\/p>\n<\/p>\n

C. Code of Conduct<\/strong><\/p>\n<\/p>\n

The Employee agrees to abide by all of the terms of the Company153s Code of
\nConduct or the Director, Executive Officer and Senior Financial Officer Code of
\nBusiness Conduct and Ethics that continue to apply after termination of
\nemployment.<\/p>\n<\/p>\n

D. Confidentiality\/Company Property<\/strong><\/p>\n<\/p>\n

The Employee acknowledges that the disclosure of this Agreement or any of the
\nterms hereof could prejudice AIG and would be detrimental to AIG153s continuing
\nrelationship with its employees. Accordingly, the Employee agrees not to discuss
\nor divulge either the existence or contents of this Agreement to anyone other
\nthan the Employee153s immediate family, attorneys or tax advisors, and further
\nagrees to use the Employee153s best efforts to ensure that none of those
\nindividuals will reveal its existence or contents to anyone else. The Employee
\nshall not, without the prior written consent of AIG, use, divulge, disclose or
\nmake accessible to any other person, firm, partnership, corporation or other
\nentity, any “Confidential Information” (as defined below), or any “Personal
\nInformation” (as defined below); provided<\/em> that the Employee may
\ndisclose Confidential Information, Personal Information or information about the
\nexistence or content of this Agreement when required to do so by a court of
\ncompetent jurisdiction, by any governmental agency having supervisory authority
\nover the business of AIG, as the case may be, or by any administrative body or
\nlegislative body (including a committee thereof) with jurisdiction to order the
\nEmployee to divulge, disclose or make accessible such information;
\nprovided<\/em>, further, that in the event that the Employee is ordered by a
\ncourt or other government agency to disclose any Confidential Information or
\nPersonal Information, the Employee shall:<\/p>\n<\/p>\n

(a) Promptly notify AIG of such order;<\/p>\n<\/p>\n

(b) At the written request of AIG, diligently contest such order at the sole
\nexpense of AIG; and<\/p>\n<\/p>\n

(c) At the written request of AIG, seek to obtain, at the sole expense of
\nAIG, such confidential treatment as may be available under applicable laws for
\nany information disclosed under such order.<\/p>\n<\/p>\n

Upon the Termination Date the Employee shall return AIG property, including,
\nwithout limitation, files, records, disks and any media containing Confidential
\nInformation or Personal Information. For purposes of this Section IX.D:<\/p>\n

\n

6<\/p>\n

\n

<\/p>\n

“Confidential Information<\/em>” shall mean information concerning the
\nfinancial data, strategic business plans, product development (or other
\nproprietary product data), customer lists, marketing plans and other,
\nproprietary and confidential information relating to the business of AIG or
\ncustomers, that, in any case, is not otherwise available to the public (other
\nthan by the Employee153s breach of the terms hereof).<\/p>\n<\/p>\n

“Personal Information<\/em>” shall mean any information concerning the
\npersonal, social or business activities of the officers or directors of the
\nCompany.<\/p>\n<\/p>\n

E. Developments<\/strong><\/p>\n<\/p>\n

Developments shall be the sole and exclusive property of AIG. The Employee
\nagrees to, and hereby does, assign to AIG, without any further consideration,
\nall of the Employee153s right, title and interest throughout the world in and to
\nall Developments. The Employee agrees that all such Developments that are
\ncopyrightable may constitute works made for hire under the copyright laws of the
\nUnited States and, as such, acknowledges that AIG is the author of such
\nDevelopments and owns all of the rights comprised in the copyright of such
\nDevelopments. The Employee hereby assigns to AIG without any further
\nconsideration all of the rights comprised in the copyright and other proprietary
\nrights the Employee may have in any such Development to the extent that it might
\nnot be considered a work made for hire. The Employee shall make and maintain
\nadequate and current written records of all Developments and shall disclose all
\nDevelopments promptly, fully and in writing to the Company promptly after
\ndevelopment of the same, and at any time upon request.<\/p>\n<\/p>\n

“Developments<\/em>” shall mean all discoveries, inventions, ideas,
\ntechnology, formulas, designs, software, programs, algorithms, products,
\nsystems, applications, processes, procedures, methods and improvements and
\nenhancements conceived, developed or otherwise made or created or produced by
\nthe Employee alone or with others, and in any way relating to the business or
\nany proposed business of AIG of which the Employee has been made aware, or the
\nproducts or services of AIG of which the Employee has been made aware, whether
\nor not subject to patent, copyright or other protection and whether or not
\nreduced to tangible form, at any time during the Employee153s employment with AIG.\n<\/p>\n<\/p>\n

F. Cooperation<\/strong><\/p>\n<\/p>\n

The Employee agrees (whether during employment or after the Termination Date)
\nto cooperate:<\/p>\n<\/p>\n

(a) With AIG in connection with any litigation or regulatory matters in which
\nthe Employee may have relevant knowledge or information, and<\/p>\n<\/p>\n

(b) With all government authorities on matters pertaining to any
\ninvestigation, litigation or administrative proceeding pertaining to AIG.<\/p>\n<\/p>\n

This cooperation shall include, without limitation, the following:<\/p>\n<\/p>\n

(x) To meet and confer, at a time mutually convenient to the Employee and
\nAIG, with AIG153s designated in-house or outside attorneys to answer questions,
\nexplain factual situations, prepare to testify, or appear for deposition;<\/p>\n

\n

7<\/p>\n

\n

<\/p>\n

(y) To appear for trial and give truthful trial testimony without the need to
\nserve a subpoena for such appearance and testimony; and<\/p>\n<\/p>\n

(z) To give truthful sworn statements to AIG153s attorneys upon their request
\nand, for purposes of any deposition or trial testimony, to adopt AIG153s attorneys
\nas the Employee153s own (provided<\/em> that there is no conflict of interest
\nthat would disqualify the attorneys from representing the Employee), and to
\naccept their record instructions at deposition.<\/p>\n<\/p>\n

The Company agrees to reimburse the Employee for reasonable out-of-pocket
\nexpenses necessarily incurred by the Employee in connection with the cooperation
\nset forth in this Section IX.F.<\/p>\n<\/p>\n

X.<\/strong> Enforcement<\/strong><\/p>\n<\/p>\n

If at any time (a) the Employee breaches any of the provisions of this
\nAgreement or (b) the Plan Administrator of the Plan determines that grounds
\nexisted, on or prior to the Termination Date, including prior to the Effective
\nDate of the Plan, for AIG to terminate the Employee153s employment for “Cause” (as
\ndefined in the Plan), (y) no further payments or benefits shall be due to the
\nEmployee under this Agreement and\/or the Plan; and (z) the Employee shall be
\nobligated to repay to AIG, immediately and in a cash lump sum, the amount of any
\nSeverance Installments and other Severance benefits (other than any amounts
\nreceived by the Employee under Section IV.D, E or F) previously received by the
\nEmployee under this Agreement and\/or the Plan (which shall, for the avoidance of
\ndoubt, be calculated on a pre-tax basis); provided<\/em> that the Employee
\nshall in all events be entitled to receive accrued wages and expense
\nreimbursement and accrued but unused vacation pay as set forth in Section IV.A
\nof the Plan.<\/p>\n<\/p>\n

The Employee acknowledges and agrees that AIG153s remedies at law for a breach
\nor threatened breach of any of the provisions of Sections IX.A, B, D and E of
\nthis Agreement would be inadequate, and, in recognition of this fact, the
\nEmployee agrees that, in the event of such a breach or threatened breach, in
\naddition to any remedies at law, AIG, without posting any bond, shall be
\nentitled to obtain equitable relief in the form of specific performance,
\ntemporary restraining order, temporary or permanent injunction or any other
\nequitable remedy which may then be available. In addition, AIG shall be entitled
\nto immediately cease paying any amounts remaining due or providing any benefits
\nto the Employee pursuant to Section IV of the Plan upon a determination by the
\n“Plan Administrator” (as defined in the Plan) that the Employee has violated any
\nprovision of Section IX of this Agreement, subject to payment of all such
\namounts upon a final determination, by a court of competent jurisdiction, that
\nthe Employee had not violated Section IX of this Agreement.<\/p>\n<\/p>\n

XI.<\/strong> General Provisions<\/strong><\/p>\n<\/p>\n

A. No Waiver; Severability<\/strong><\/p>\n<\/p>\n

A failure of the Company or any of the Releasees to insist on strict
\ncompliance with any provision of this Agreement shall not be deemed a waiver of
\nsuch provision or any other provision hereof. If any provision of this Agreement
\nis determined to be so broad as to be unenforceable, such provision shall be
\ninterpreted to be only so broad as is enforceable, and in the event that any
\nprovision is determined to be entirely unenforceable, such provision shall be
\ndeemed severable, such that all other provisions of this Agreement shall remain
\nvalid and binding upon the Employee and the Releasees.<\/p>\n

\n

8<\/p>\n

\n

<\/p>\n

\n

B. Governing Law<\/strong><\/p>\n<\/p>\n

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
\nOF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY
\nPERFORMED WITHIN THAT STATE, WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS
\nOR THE CONFLICT OF LAWS PROVISIONS OF ANY OTHER JURISDICTION WHICH WOULD CAUSE
\nTHE APPLICATION OF ANY LAW OTHER THAN THAT OF THE STATE OF NEW YORK. THE
\nEMPLOYEE CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS
\nIN NEW YORK.<\/p>\n<\/p>\n

Compensation and\/or payments under this Agreement are subject to applicable
\nregulations issued by the U.S. Department of the Treasury and applicable
\nrequirements of agreements between American International Group, Inc. and the
\nU.S. government, as the same are in effect from time to time. Employee may
\nreceive compensation and\/or payments under this Agreement only to the extent
\nthat they are consistent with those regulations and requirements.<\/p>\n<\/p>\n

C. Entire Agreement\/Counterparts<\/strong><\/p>\n<\/p>\n

This Agreement constitutes the entire understanding and agreement between the
\nCompany and the Employee with regard to all matters herein. There are no other
\nagreements, conditions, or representations, oral or written, express or implied,
\nwith regard thereto. This Agreement may be amended only in writing, signed by
\nthe parties hereto. This Agreement may be signed in counterparts, each of which
\nshall be an original, with the same effect as if the signatures thereto and
\nhereto were upon the same instrument.<\/p>\n<\/p>\n

D. Notice<\/strong><\/p>\n<\/p>\n

For the purpose of this Agreement, notices and all other communications
\nprovided for in this Agreement shall be in writing and shall be deemed to have
\nbeen duly given if delivered: (a) personally; (b) by overnight courier service;
\n(c) by facsimile transmission; or (d) by United States registered mail, return
\nreceipt requested, postage prepaid, addressed to the respective addresses, as
\nset forth below, or to such other address as either party may have furnished to
\nthe other in writing in accordance herewith; provided<\/em> that notice of
\nchange of address shall be effective only upon receipt. Notices shall be deemed
\ngiven as follows: (x) notices sent by personal delivery or overnight courier
\nshall be deemed given when delivered; (y) notices sent by facsimile transmission
\nshall be deemed given upon the sender153s receipt of confirmation of complete
\ntransmission; and (z) notices sent by United States registered mail shall be
\ndeemed given two days after the date of deposit in the United States mail.<\/p>\n

\n

9<\/p>\n

\n

<\/p>\n

If to the Employee, to the address as shall most currently appear on the
\nrecords of the Company.<\/p>\n<\/p>\n

If to the Company, to:<\/p>\n<\/p>\n

American International Group, Inc.<\/p>\n

70 Pine Street<\/p>\n

New York, NY 10270<\/p>\n

Fax: 212-770-1584<\/p>\n

Attn: Chief Executive Officer<\/p>\n<\/p>\n

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement.\n<\/p>\n<\/p>\n

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

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

\n

\/s\/ Anastasia D. Kelly<\/p>\n<\/td>\n

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

Name: Anastasia D. Kelly<\/p>\n<\/td>\n

\n

Date: 12\/30\/09<\/p>\n<\/td>\n

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

Title: Vice Chairman<\/p>\n<\/td>\n

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

AMERICAN INTERNATIONAL GROUP, INC.<\/p>\n<\/td>\n

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

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

\n

\/s\/ Robert H. Benmosche<\/p>\n<\/td>\n

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

Name: Robert H. Benmosche<\/p>\n<\/td>\n

\n

Date: 12\/30\/09<\/p>\n<\/td>\n

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

Title: Chief Executive Officer<\/p>\n<\/td>\n

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

\n

10<\/p>\n

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