Common use of Enforcement and Clawback Clause in Contracts

Enforcement and Clawback. If (a) at any time the Employee breaches Sections VI, X.B or X.D (b) within one (1) year of the expiration of any restrictive covenant described in Section X.A of this Agreement, AIG determines that the Employee breached such restrictive covenant or (c) within one year of the first payment date for any Severance benefit due under the terms of the Plan, AIG determines that grounds existed, on or prior to the Termination Date, including prior to the Effective Date of the Plan, for AIG to terminate the Employee’s employment for Cause, then: (x) no further payments or benefits shall be due to the Employee under this Agreement and/or the Plan; and (y) the Employee shall be obligated to repay to AIG, immediately and in a cash lump sum, the amount of any Severance benefits (other than any amounts received by the Employee under Section IV.D through F of the Plan) previously received by the Employee under this Agreement and/or the Plan (which shall, for the avoidance of doubt, be calculated on a pre-tax basis); provided that the Employee shall in all events be entitled to receive accrued wages and expense reimbursement and accrued but unused vacation pay as set forth in Section IV.A of the Plan. The Employee acknowledges and agrees that AIG’s remedies at law for a breach or threatened breach of any of the provisions of Sections X.A, B, D and E of this Agreement would be inadequate, and, 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 in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. In addition, AIG shall be entitled to immediately cease paying any amounts remaining due or providing any benefits to the Employee pursuant to Section IV of the Plan upon a determination by the “Plan Administrator” (as defined in the Plan) that the Employee has violated any provision of Section X of this Agreement, subject to payment of all such amounts upon a final determination, by a court of competent jurisdiction, that the Employee had not violated Section X of this Agreement.

Enforcement and Clawback. If (ai) at any time the Employee Executive materially breaches Sections VIany of the provisions of Section 11, X.B or X.D materially breaches (bor revokes or attempts to revoke) the Release, or (ii) within one (1) year of after the expiration of any restrictive covenant described in Section X.A of this AgreementTermination Date, AIG determines that the Employee breached such restrictive covenant or (c) within one year of the first payment date for any Severance benefit due under the terms of the Plan, AIG Company reasonably determines that grounds existed, on or prior to before the Termination Date, including prior to before the Effective Date of the Planthis Agreement, for AIG the Company to terminate the EmployeeExecutive’s employment for Cause, then: (xa) no further payments or benefits shall will be due to the Employee Executive under this Agreement and/or the PlanAgreement; and (yb) the Employee shall be obligated to Executive will promptly repay to AIGthe Company, immediately and in a cash lump sum, the total amount of any Severance benefits (other than any amounts received by the Employee under Section IV.D through F of the Plan) previously received by the Employee Executive under this Agreement and/or the Plan (which shallwill, for the avoidance of doubt, be calculated as the gross amount paid by the Company on a pre-tax basis) and any equity awards delivered as a result of Post Termination Vesting of such awards, if any (which will, for the avoidance of doubt, be calculated as the gross taxable amount at the date the shares were delivered); provided that the Employee shall in all events be entitled to receive accrued wages and expense reimbursement and accrued but unused vacation pay as set forth in Section IV.A of the Plan. The Employee Executive acknowledges and agrees that AIGthe Company’s remedies at law for a breach or threatened breach of any of the provisions of Sections X.ASection 11.A, B, D and E of this Agreement or C would be inadequate, and, in recognition of this fact, the Employee Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, AIGthe Company, without posting any bond, shall will be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. In addition, AIG shall the Company will be entitled to immediately cease paying any amounts remaining due or providing any benefits to the Employee Executive pursuant to Section IV 6 of the Plan this Agreement upon a determination by the “Plan Administrator” (as defined in the Plan) that the Employee Executive has violated any provision of Section X of this Agreement11, subject to payment of all such amounts upon a final determination, by a court of competent jurisdiction, that the Employee Executive had not violated such provision of Section X of this Agreement11.

Enforcement and Clawback. If (a) at any time the Employee breaches Sections Section VI, X.B or X.D (b) within one (1) year of the expiration of any restrictive covenant described in Section X.A Sections X.A, B or D of this Agreement, AIG determines that the Employee materially breached such restrictive covenant or (c) within one year of the first payment date for any Severance benefit due under the terms of the Plan, AIG determines that grounds existed, on or prior to the Termination Date, including prior to the Effective Date of the Plan, for AIG to terminate the Employee’s employment for Cause, then: (x) no further payments or benefits shall be due to the Employee under this Agreement and/or the Plan; and (y) the Employee shall be obligated to repay to AIG, immediately and in a cash lump sum, the amount of any Severance benefits (other than any amounts received by the Employee under Section IV.D through F of the Plan) previously received by the Employee under this Agreement and/or the Plan (which shall, for the avoidance of doubt, be calculated on a pre-tax basis); provided that the Employee shall in all events be entitled to receive accrued wages and expense reimbursement and accrued but unused vacation pay as set forth in Section IV.A of the Plan. The Employee acknowledges and agrees that AIG’s remedies at law for a breach or threatened breach of any of the provisions of Sections X.A, B, D and E of this Agreement would be inadequate, and, 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 in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. In addition, AIG shall be entitled to immediately cease paying any amounts remaining due or providing any benefits to the Employee pursuant to Section IV of the Plan upon a good faith determination by the “Plan Administrator” (as defined in the Plan) that the Employee has materially violated any provision of Section X of this Agreement, subject to payment of all such amounts upon a final determination, by a court of competent jurisdiction, that the Employee had not violated Section X of this Agreement.

Enforcement and Clawback. If (a) at any time the Employee materially breaches Sections VI, X.B or X.D of this Agreement (b) within one (1) year of the expiration of any restrictive covenant described in Section X.A of this Agreement, AIG determines that the Employee breached such restrictive covenant covenant, or (c) within one year of the first payment date for any Severance benefit due under the terms of the Plan, AIG determines that grounds existed, on or prior to the Termination Date, including prior to the Effective Date of the Plan, for AIG to terminate the Employee’s employment for Cause, then: (x) no further payments or benefits shall be due to the Employee under this Agreement and/or the Plan; and (y) the Employee shall be obligated to repay to AIG, immediately and in a cash lump sum, the amount of any Severance benefits (other than any amounts received by the Employee under Section IV.D through F of the Plan) previously received by the Employee under this Agreement and/or the Plan (which shall, for the avoidance of doubt, be calculated on a pre-tax basis); provided that the Employee shall in all events be entitled to receive accrued wages and expense reimbursement and accrued but unused vacation pay as set forth in Section IV.A of the Plan. The Employee acknowledges and agrees that AIG’s remedies at law for a breach or threatened breach of any of the provisions of Sections X.A, B, D and E of this Agreement would be inadequate, and, 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 in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. In addition, AIG shall be entitled to immediately cease paying any amounts remaining due or providing any benefits to the Employee pursuant to Section IV of the Plan upon a determination by the “Plan Administrator” (as defined in the Plan) that the Employee has violated any provision of Section X of this Agreement, subject to payment of all such amounts upon a final determination, by a court of competent jurisdiction, that the Employee had not violated Section X of this Agreement.

Enforcement and Clawback. If (a) at any time time, AIG reasonably determines that the Employee breaches Section VIII or materially breaches Sections VI, X.B XIII.B or X.D XIII.D of this Agreement; (b) within one (1) year of the expiration of any restrictive covenant described in Section X.A XIII.A, of this Agreement, AIG determines that the Employee materially breached such restrictive covenant covenant; or (c) within one (1) year of the first last payment date for any Severance separation benefit due under the terms of the Planthis Agreement, AIG determines that grounds existed, on or prior to the Termination Separation Date, including prior to the Effective Date of the Plan, for AIG to terminate the Employee’s employment for CauseCause (as such term is defined in the Executive Severance Plan; it being understood that any such determination of Cause shall be made by the CEO), then: (x) no further payments or benefits shall be due to the Employee under this Agreement and/or the Plan; Executive Severance Plan; and (y) the Employee shall be obligated to repay to AIG, immediately and in a cash lump sum, the amount of any Severance benefits payments (other than any amounts received by the Employee under Section IV.D through F of the Executive Severance Plan) previously received by the Employee under this Agreement and/or the Executive Severance Plan (which shall, for the avoidance of doubt, be calculated on a pre-tax basis); basis); provided that the Employee shall in all events be entitled to receive accrued wages and expense reimbursement and accrued but unused vacation pay as set forth in Section IV.A of the Executive Severance Plan. Any determination of a material breach by the Employee for purposes of enforcing AIG’s rights under this paragraph of this Section XIV shall be made (i) by the current Chairman & Chief Executive Officer so long as he remains the CEO and (ii) if the current Chairman & Chief Executive Officer is no longer serving as the CEO, by a court of competent jurisdiction, in accordance with Section XVII. Further, the Employee agrees and acknowledges that the Employee shall be subject to the American International Group, Inc. Financial Restatement Compensation Recoupment Policy and the American International Group, Inc. Clawback Policy (together, the “Clawback Policies”), in each case subject to the terms and conditions thereof and, accordingly, any Covered Compensation (as defined in the Clawback Policies) may be subject to forfeiture and/or recoupment in accordance with the terms of such applicable policy. The Employee acknowledges and agrees that AIG’s remedies at law for a breach or threatened breach of any of the provisions of Sections X.AXIII.A, B, D and E of this Agreement would be inadequate, and, 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 in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. In addition, AIG shall be entitled to immediately cease paying any amounts remaining due or providing any benefits to the Employee pursuant to Section IV of the Plan upon a determination by the “Plan Administrator” (as defined in the Plan) that the Employee has violated any provision of Section X of this Agreement, subject to payment of all such amounts upon a final determination, by a court of competent jurisdiction, that the Employee had not violated Section X of this Agreement.