AMERICAN INTERNATIONAL GROUP, INC. (NYSE:AIG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02

(e) On July12, 2017, Seraina Macia was appointed by the Board of
Directors of American International Group, Inc. (AIG) as an
executive officer and commenced employment as Executive Vice
President.

In connection with Ms.Macias appointment, AIG and Ms.Macia
entered into a letter agreement (the Letter Agreement)
establishing Ms.Macias initial compensation, which will consist
of an annual base salary of $875,000, a 2017 short-term annual
incentive target of $1,225,000 and a 2017 annual long-term
incentive award of $650,000. Consistent with AIGs compensation
program for other executive officers, Ms.Macias long-term
incentive award for 2017 is 70 percent in the form of performance
share units earned based on achievement of performance criteria
for the three-year performance period covering January 2017
through December 2019, and 30 percent in the form of restricted
stock units earned based on continued employment through such
three-year period. The Letter Agreement also provides that
Ms.Macia will receive a 2018 long-term incentive award of
$1,400,000, which will be granted in the first quarter of 2018
and, like her 2017 award, is subject to the terms and conditions
of AIGs Long Term Incentive Plan (the LTI Plan).

In addition, in consideration of compensation foregone from her
prior employer, Ms.Macia was granted a one-time, sign-on award of
$1,400,000 in the form of restricted stock units (the Sign-on
RSUs). The Sign-on RSUs were granted under the LTI Plan and vest
20 percent on each of January1, 2018 and 2019, 40 percent on
January1, 2020 and 20 percent on January1, 2021, subject to
Ms.Macias continued employment through such dates.

Any bonus, equity or equity-based award or other incentive
compensation granted to Ms.Macia is subject to the AIG Clawback
Policy (and any other AIG clawback policies as may be in effect
from time to time). Ms.Macia will be entitled to severance in
accordance with AIGs Executive Severance Plan. In connection with
the Letter Agreement, AIG and Ms.Macia also entered into a
non-solicitation and non-disclosure agreement, under which
Ms.Macia agreed to certain non-solicitation and confidentiality
covenants.

The foregoing summary is qualified in its entirety by reference
to the Letter Agreement and the non-solicitation and
non-disclosure agreement, which are attached as Exhibits 10.1 and
10.2 to this Current Report on Form 8-K, respectively, and which
are incorporated by reference.

Section9 Financial Statements and Exhibits

AMERICAN INTERNATIONAL GROUP INC Exhibit
EX-10.1 2 d426027dex101.htm EX-10.1 EX-10.1 Exhibit 10.1   CLAUDINE MACARTNEY CHIEF HUMAN RESOURCES OFFICER 175 Water Street,…
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About AMERICAN INTERNATIONAL GROUP, INC. (NYSE:AIG)

American International Group, Inc. (AIG) is an insurance company. The Company provides a range of property casualty insurance, life insurance, retirement products, mortgage insurance and other financial services to customers in over 100 countries and jurisdictions. The Company operates through two segments: Commercial Insurance and Consumer Insurance, as well as a Corporate and Other category. Commercial Insurance has three operating segments: Property Casualty, Mortgage Guaranty and Institutional Markets. Commercial Insurance segment is a provider of insurance products and services for commercial and institutional customers. Consumer Insurance also has three operating segments: Retirement, Life and Personal Insurance. Consumer Insurance is a franchise that offers a portfolio of retirement, life insurance and property casualty products through multiple distribution networks. Corporate and Other includes the Company, as well as certain legacy assets and run-off insurance businesses.