EXHIBIT 10.2
AMERICAN INTERNATIONAL GROUP, INC.
PARTNERS PLAN
1. PURPOSE
The Compensation Committee of the Board of Directors (the "Committee") of
American International Group, Inc. ("AIG") has determined that certain key
employees of AIG and its subsidiaries (together, the "Employer") contribute
substantially to the long-term growth and profitability of AIG. AIG has created
this AIG Partners Plan (this "Plan") to reward these individuals and to provide
incentives for their continued contribution to the long-term performance of AIG.
2. PERFORMANCE PERIODS
This Plan will operate for successive overlapping two-year periods (each,
a "Performance Period"). The first Performance Period will be from January 1,
2006 through December 31, 2007. The second Performance Period will be from
January 1, 2007 through December 31, 2008. Thereafter, each Performance Period
will be for successive two calendar-year periods until the Plan is terminated by
the Committee.
3. PERFORMANCE RSUS AND PARTICIPANTS
A. PERFORMANCE RSUS. Performance-based Restricted Stock Units awarded
pursuant to this Plan ("Performance RSUs") will provide holders the opportunity
to earn shares of Common Stock of AIG ("Shares") based on the growth in AIG's
adjusted diluted earnings per share during the Performance Period to which the
Performance RSUs relate.
B. PARTICIPANTS. The Committee will, from time to time, determine (1) the
key employees of the Employer who will be awarded Performance RSUs under this
Plan (the "Participants"), (2) the number of Performance RSUs awarded to each
Participant and (3) the Performance Period to which the Performance RSUs relate.
C. STATUS OF PERFORMANCE RSUS. Performance RSUs awarded pursuant to this
plan are issued under the AIG 2002 Stock Incentive Plan or any successor plan,
as amended from time to time (the "SIP"). Each Performance RSU constitutes an
unfunded and unsecured promise of AIG to deliver (or cause to be delivered) one
Share at the relevant delivery date. Until such delivery, a holder of
Performance RSUs will have only the rights of a general unsecured creditor and
no rights as a shareholder of AIG. As set forth in the relevant Performance RSU
Award Agreement, AIG may, at its option deliver cash in lieu of Shares otherwise
deliverable under earned Performance RSUs. References in this Plan to Shares
include cash in lieu thereof.
4. PERFORMANCE TARGETS AND EARNED RSUS
A. PERFORMANCE TARGETS. The Committee will, from time to time, determine
the "Target", "Threshold" and "Maximum" performance targets for each Performance
Period, based on Growth in Adjusted Diluted EPS over the Performance Period.
B. EARNED PERFORMANCE RSUS. At the end of each Performance Period, the
Committee will determine the number of Performance RSUs earned for the
Performance Period. Subject to the conditions of this Plan and unless determined
otherwise by the Committee, the number of Performance RSUs earned for a
Performance Period will be determined as follows:
GROWTH IN ADJUSTED DILUTED EPS FOR PERCENTAGE OF
THE PERFORMANCE PERIOD PERFORMANCE RSUS EARNED
---------------------- -----------------------
Performance less than Threshold 0%
Performance at least Threshold 25%
Performance at Target 100%
Performance at or above Maximum 150%
The percentage of Performance RSUs earned for performance between Threshold and
Target and between Target and Maximum will be determined on a straight-line
basis.
C. DEFINITIONS.
(1) "Growth in Adjusted Diluted EPS" means, for any Performance
Period, the average of (i) the percentage increase (or decrease) in
Adjusted Diluted EPS for the first year of the Performance Period over the
Adjusted Diluted EPS for the year prior to the beginning of the
Performance Period and (ii) the percentage increase (or decrease) in
Adjusted Diluted EPS for the second year of the Performance Period over
the Adjusted Diluted EPS for the first year of the Performance Period;
provided that, if there is a percentage decrease in Adjusted Diluted EPS
for the first year of the Performance Period, then the percentage increase
(or decrease) in the second year will be measured over the year prior to
the beginning of the Performance Period.
(2) "Adjusted Diluted EPS" means, for any year, the diluted earnings
per share of AIG common stock calculated on a consolidated basis in
accordance with U.S. Generally Accepted Accounting Principles (a) without
giving effect to (i) realized capital gains or losses, net of tax, (ii)
the cumulative effect of changes in accounting treatment during the
relevant periods, net of tax, (iii) the cumulative effect of material
changes in tax laws during the relevant periods (such materiality to be
determined by the Committee by reference to the changes' effect on AIG's
reported actual tax expense), (iv) FAS 133 gains and losses, excluding
realized capital gains or losses, net of tax or (v) extraordinary items
related to acquisition,
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restructuring and related charges, net of tax; (b) with adjustments for
any stock split or stock dividend during the relevant period; (c) with
adjustments in the case of cash acquisitions in excess of $5 billion to
equalize the effect of acquisitions for cash and acquisitions for AIG
common stock; (d) giving effect to any restatement in earnings per share
for the relevant period; (e) giving effect to one-third of catastrophe
losses and (f) with such other adjustments as the Compensation Committee
may make. For the avoidance of doubt, the preceding adjustments may be
made by the Compensation Committee in its sole discretion.
5. VESTING OF EARNED PERFORMANCE RSUS
A. GENERAL. Earned Performance RSUs will vest in two equal installments
promptly after the fourth and sixth anniversaries of the first day of the
Performance Period to which the Performance RSUs relate (each a "Scheduled
Vesting Date"). Except as provided in Sections 5B, 6 and 7A, if a Participant's
employment with the Employer is terminated for any reason, the Participant's
rights in respect of any Performance RSUs that would vest on a future Scheduled
Vesting Date will be forfeited and terminate.
B. DEATH, DISABILITY OR RETIREMENT AFTER AGE 65. If a Participant dies,
becomes subject to permanent disability or retires at or after age 65, in each
case while actively employed by the Employer, any outstanding earned Performance
RSUs will vest. For this purpose "permanent disability" has the meaning defined
in the American International Group, Inc. Group Long-Term Insurance Policy as in
effect on the relevant date (or, if none, will be determined by the Committee in
its sole discretion).
C. DELAY OF VESTING. Participants may, in the Committee's sole discretion,
be permitted to elect to defer vesting of Performance RSUs under a separate AIG
deferral program. In addition, the Committee may, in its sole discretion,
determine to defer vesting of Performance RSUs.
6. VESTING DURING A PERFORMANCE PERIOD
A. GENERAL. Except as provided in Section 6B, if a Participant's
employment with the Employer is terminated for any reason during a Performance
Period, all of the Participant's Performance RSUs relating to the Performance
Period will be forfeited and terminate.
B. DEATH, DISABILITY OR RETIREMENT AFTER AGE 65. If a Participant dies,
becomes subject to permanent disability or retires at or after age 65 during a
Performance Period, in each case while actively employed by the Employer, the
Participant will be eligible to receive a pro-rated amount (based upon the
number of whole or partial months the Participant was employed during the
Performance Period relative to 24) of the Performance RSUs earned for such
Performance Period (when determined).
7. ADMINISTRATION OF THIS PLAN
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A. GENERAL. This Plan will be administered by the Committee. Actions of
the Committee may be taken by the vote of a majority of its members. The
Committee may allocate among its members and delegate to any person who is not a
member of the Committee any of its administrative responsibilities. The
Committee will have power to interpret this Plan, to make regulations for
carrying out its purpose and to make all other determinations in connection with
its administration, all of which will, unless otherwise determined by the
Committee, be final, binding and conclusive. Subject to Section 8O, the
Committee will have the power to increase or decrease the number of a
Participants' Performance RSUs that are earned for a Performance Period. In
addition, the Committee may, in its sole discretion, reinstate any Performance
RSUs that would otherwise have been terminated and forfeited because of a
Participant's termination of employment, if the Participant complies with any
covenants, agreements or conditions that the Committee may impose.
B. NON-UNIFORM DETERMINATIONS. The Committee's determinations under this
Plan need not be uniform and may be made by it selectively among persons who
receive, or are eligible to receive, Performance RSUs under this Plan (whether
or not such persons are similarly situated). Without limiting the generality of
the foregoing, the Committee will be entitled, among other things, to make
non-uniform and selective determinations as to (1) the persons to become
Participants and (2) whether a Participant's employment with the Employer has
been terminated for purposes of this Plan.
C. AMENDMENTS. The Committee will have the power to amend this Plan in any
manner and at any time, including in a manner adverse to the rights of the
Participants.
D. NO LIABILITY. No member of the Board of Directors of AIG or the
Committee or any employee of the Employer (each, a "Covered Person") will have
any liability to any person (including any Participant) for any action taken or
omitted to be taken or any determination made in good faith with respect to this
Plan or any Participant's participation in it. Each Covered Person will be
indemnified and held harmless by AIG against and from any loss, cost, liability,
or expense (including attorneys' fees) that may be imposed upon or incurred by
such Covered Person in connection with or resulting from any action, suit or
proceeding to which such Covered Person may be a party or in which such Covered
Person may be involved by reason of any action taken or omitted to be taken
under this Plan and against and from any and all amounts paid by such Covered
Person, with AIG's approval, in settlement thereof, or paid by such Covered
Person in satisfaction of any judgment in any such action, suit or proceeding
against such Covered Person, provided that AIG will have the right, at its own
expense, to assume and defend any such action, suit or proceeding and, once AIG
gives notice of its intent to assume the defense, AIG will have sole control
over such defense with counsel of AIG's choice. The foregoing right of
indemnification will not be available to a Covered Person to the extent that a
court of competent jurisdiction in a final judgment or other final adjudication,
in either case, not subject to further appeal, determines that the acts or
omissions of such Covered Person giving rise to the indemnification claim
resulted from such Covered Person's bad faith, fraud or willful misconduct. The
foregoing right of indemnification will not be exclusive of any other rights of
indemnification to which Covered Persons may be entitled under
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AIG's Restated Certificate of Incorporation or Bylaws, as a matter of law, or
otherwise, or any other power that AIG may have to indemnify such persons or
hold them harmless.
E. ADJUSTMENTS. The Committee will have the authority (but will not be
required) to adjust equitably outstanding and/or earned Performance RSUs to
preserve the benefits or potential benefits intended to be made available to
Participants for any change in the AIG common stock resulting from a
recapitalization, combination or exchange of shares of AIG common stock, merger,
consolidation, rights offering, separation, reorganization or liquidation, or
any other change in the corporate structure or shares of AIG. In addition, the
Committee will have the authority (but will not be required) to adjust
outstanding Performance RSUs for current Performance Periods and earned
Performance RSUs for previous Performance Periods for any restatements of AIG's
financial statements.
8. GENERAL RULES
A. SIP. All terms of the SIP shall apply to Performance RSUs.
Notwithstanding any other provision existing within this Plan, the Performance
RSUs awarded pursuant to this Plan will not exceed any per person per period
award limit under the SIP.
B. ONLY WHOLE RSUS. Only whole Performance RSUs will be earned by
Participants. Fractional Performance RSUs that would otherwise be earned with
respect to a Performance Period will be rounded down to the nearest whole
Performance RSU, and any such fractional Performance RSUs will be forfeited.
C. NO RIGHTS TO OTHER PAYMENTS. The provisions of this Plan provide no
right or eligibility to a Participant to any other payouts from AIG or its
subsidiaries under any other alternative plans, schemes, arrangements or
contracts AIG may have with any employees or group of employees of AIG or its
subsidiaries.
D. NO EFFECT ON BENEFITS. Grants and payments under this Plan will
constitute special discretionary incentive payments to the Participants and will
not be required to be taken into account in computing the amount of salary or
compensation of the Participants for the purpose of determining any
contributions to or any benefits under any pension, retirement, profit-sharing,
bonus, life insurance, severance or other benefit plan of the Employer or under
any agreement with a Participant, unless the Employer specifically provides
otherwise.
E. SECTION 409A PAYMENT DELAY. Notwithstanding any provision to the
contrary in this Plan, to the extent any payment to be made to a Participant in
connection with the Participant's termination of service with the Employer would
be subject to the additional tax of Section 409A of the Internal Revenue Code
(the "Code"), the payment will be delayed until six months after a Participant's
termination of service with the Employer (or earlier death or disability (within
the meaning of Section 409A of the Code)).
F. SEVERABILITY. If any of the provisions of this Plan is finally held to
be invalid, illegal or unenforceable (whether in whole or in part), such
provision will be deemed modified to the extent, but only to the extent, of such
invalidity, illegality or
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unenforceability and the remaining provisions will not be affected thereby;
provided, that if any of such provisions is finally held to be invalid, illegal,
or unenforceable because it exceeds the maximum scope determined to be
acceptable to permit such provision to be enforceable, such provision will be
deemed to be modified to the minimum extent necessary to modify such scope in
order to make such provision enforceable hereunder.
G. ENTIRE AGREEMENT. This Plan contains the entire agreement of the
parties with respect to the subject matter thereof and supersedes all prior
agreements, promises, covenants, arrangements, communications, representations
and warranties between them, whether written or oral with respect to the subject
matter thereof.
H. WAIVER OF CLAIMS. Each Participant recognizes and agrees that prior to
being selected by the Committee to receive an award of Performance RSU he or she
has no right to any benefits under this Plan. Accordingly, in consideration of
the Participant's receipt of any Performance RSUs hereunder, he or she expressly
waives any right to contest the amount of any Performance RSUs, the terms of
this Plan, any determination, action or omission hereunder by the Committee or
AIG or any amendment to this Plan.
I. NO THIRD PARTY BENEFICIARIES. Except as expressly provided therein,
this Plan will not confer on any person other than AIG and the Participant any
rights or remedies thereunder. The exculpation and indemnification provisions of
Section 7D will inure to the benefit of a Covered Person's estate and
beneficiaries and legatees.
J. AIG'S SUCCESSORS AND ASSIGNS. The terms of this Plan will be binding
upon and inure to the benefit of AIG and its successors and assigns.
K. RIGHT OF OFFSET. AIG will have the right to offset against the
obligation to pay an amount to any Participant, any outstanding amounts
(including, without limitation, travel and entertainment or advance account
balances, loans or amounts repayable to it pursuant to tax equalization,
housing, automobile or other employee programs) such Participant then owes to
the Employer.
L. NONASSIGNABILITY. The Performance RSUs will not be assignable,
transferable, pledged, hedged or in any manner alienated, whether by operation
of law or otherwise, except as a result of death or incapacity where such rights
are passed pursuant to a will or by operation of law. Any assignment, transfer,
pledge, or other disposition in violation of the provisions of this Section 8L
will be null and void and any Performance RSUs that are hedged in any manner
will immediately be forfeited.
M. RIGHT TO DISCHARGE. Nothing contained in this Plan or in any award of
Performance RSUs will confer on any Participant any right to be continued in the
employ of the Employer or to be included in any future plans of a similar
nature.
N. CONSENT. If the Committee will at any time determine that any consent
(as hereinafter defined) is necessary or desirable as a condition of, or in
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connection with, the awarding, earning or vesting of any Performance RSUs, the
delivery of Shares in respect thereof or the payment of any amount under this
Plan, or the taking of any other action thereunder (each such action, a "plan
action"), then such plan action will not be taken, in whole or in part, unless
and until such consent will have been effected or obtained to the full
satisfaction of the Committee.
The term "consent" as used in this paragraph includes (1) any and all
listings, registrations or qualifications in respect thereof upon any
securities exchange or under any federal, state, or local law, or law,
rule or regulation of a jurisdiction outside the United States, (2) any
other matter, which the Committee may deem necessary or desirable to
comply with the terms of any such listing, registration or qualification
or to obtain an exemption from the requirement that any such listing,
qualification or registration be made, (3) any and all other consents,
clearances and approvals in respect of a plan action by any governmental
or other regulatory body or any stock exchange or self-regulatory agency
and (4) any and all consents required by the Committee.
O. SUBJECT TO ANY AIG SECTION 162(m) PLAN. AIG may, in any year, propose a
Section 162(m) compliant performance incentive award plan (the "AIG Section
162(m) Plan"). If an AIG Section 162(m) Plan is proposed and approved by the AIG
shareholders in accordance with Section 162(m) of the Code and Treasury
Regulation Section 1.162-27(e)(4), this Plan will function as a sub-plan under
the AIG Section 162(m) Plan, whereby performance compensation amounts payable
under the AIG Section 162(m) Plan can be paid in part by earning Performance
RSUs with respect to a Performance Period. If the AIG Section 162(m) Plan is
proposed and not so approved by the AIG shareholders, any Performance RSUs
awarded to participants in the AIG Section162(m) Plan will terminate and no
Shares will be delivered with respect thereto.
P. ADOPTION. This plan was originally adopted on March 15, 2006 by the
Committee. This Plan was amended and restated by the Committee on May 16, 2006.
9. DISPUTES
A. GOVERNING LAW. This Plan will be governed by and construed in
accordance with the laws of the State of New York, without regard to principles
of conflict of laws.
B. DISPUTE RESOLUTION AND RELATED PROVISIONS. AIG agrees to the following
provisions. By the acceptance of any award of Performance RSUs, each Participant
agrees to accept the provisions of this Plan, including, without limitations,
the following:
(1) ARBITRATION. Subject to the provisions of this Section 9, any
dispute, controversy or claim between AIG and a Participant, arising out
of or relating to or concerning this Plan or any Performance RSUs will be
finally settled by arbitration in New York City before, and in accordance
with the rules then obtaining of, the New York Stock Exchange, Inc. (the
"NYSE") or,
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if the NYSE declines to arbitrate the matter (or if the matter otherwise
is not arbitrable by it), the American Arbitration Association (the "AAA")
in accordance with the commercial arbitration rules of the AAA. Prior to
arbitration, all claims maintained by a Participant must first be
submitted to the Committee in accordance with claims procedures determined
by the Committee.
(2) JURISDICTION. AIG and each Participant hereby irrevocably submit
to the exclusive jurisdiction of a state or federal court of appropriate
jurisdiction located in the Borough of Manhattan, the City of New York
over any suit, action or proceeding arising out of or relating to or
concerning this Plan or any Performance RSUs that are not otherwise
arbitrated or resolved according to Section 9B(1). AIG and each
Participant acknowledge that the forum designated by this section has a
reasonable relation to this Plan and to such Participant's relationship
with AIG.
(3) WAIVER. AIG and each Participant waive, to the fullest extent
permitted by applicable law, any objection which AIG and such Participant
now or hereafter may have to personal jurisdiction or to the laying of
venue of any such suit, action or proceeding in any court referred to in
Section 9B(2). AIG and each Participant undertake not to commence any
action, suit or proceeding arising out of or relating to or concerning
this Plan or any Performance RSUs in any forum other than a forum
described in Section 9B(2).
(4) SERVICE OF PROCESS. Each Participant irrevocably appoints the
Secretary of AIG at 70 Pine Street, New York, New York 10270, U.S.A. as
his or her agent for service of process in connection with any action,
suit or proceeding arising out of or relating to or concerning this Plan
or any Performance RSUs that are not otherwise arbitrated or resolved
according to Section 9B(1). The Secretary will promptly advise the
Participant of any such service of process.
C. CONFIDENTIALITY. By the acceptance of any award of Performance RSUs,
each Participant agrees to keep confidential any information concerning any
grant made under this Plan and any dispute, controversy or claim relating to
this Plan, except that a Participant may disclose information concerning a
dispute or claim to the court that is considering such dispute or to such
Participant's legal counsel (provided that such counsel agrees not to disclose
any such information other than as necessary to the prosecution or defense of
the dispute).
10. TERM OF PLAN
This Plan will continue until suspended or terminated by the Committee in
its sole discretion. Any termination of this Plan will be done in a manner that
the Committee determines complies with Section 409A of the Code.
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