This
Services Agreement (“Agreement”) is entered into as of
March 20, 2009, by and between Edmund S.W. Tse (“Special
Advisor”), American International Assurance Company, Limited
(the “Company”) and, solely with respect to
paragraph 4, American International Group, Inc.
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(a)
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During the term of this Agreement,
Special Advisor will serve as Honorary Chairman of the Company,
providing advisory and other consulting services.
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(b)
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Special Advisor will exercise due
care, conduct himself with proper regard to the best interest of
the Company and use his best efforts to promote its
interests.
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(a)
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This Agreement will commence on
March 24, 2009 and will continue for a one-year period
thereafter, subject to future extensions as may be agreed to in
writing by both parties and subject to early termination as
provided in paragraph 5 (the “ Term
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3.
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Fees
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During the Term, the Company will
pay Special Advisor an annual fee of USD $250,000, prorated for any
partial years during the Term. Special Advisor will submit
quarterly invoices, and the Company will pay the fee on a quarterly
basis.
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4.
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Transaction or Completion
Bonus
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American International Group, Inc.
agrees to pay Special Advisor a reasonable transaction or
completion bonus in an amount to be determined by American
International Group, Inc. in its sole discretion in the event of a
sale or IPO of any foreign life operations (subject, of course, to
any restrictions on American International Group, Inc.’s
ability to pay such a bonus). Any such transaction or completion
bonus will survive the termination or expiration of this
Agreement.
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5.
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Renewal and
Termination
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(a)
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Special Advisor or the Company may
terminate this Agreement and the Term before its scheduled
expiration by giving thirty (30) days’ notice in
writing.
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(b)
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The
Company may immediately terminate this Agreement and the Term
before its scheduled expiration by written notice to Special
Advisor without the notice required by paragraph (5)(a) if Special
Advisor is (i) in
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breach of this Agreement or
(ii) absent from his responsibilities under this Agreement as
a result of incapacity due to mental or physical illness or injury
for a period of sixty (60) or more days during any
year.
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(c)
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This Agreement and the Term will
automatically terminate on Special Advisor’s
death.
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(d)
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Upon termination or expiration of
this Agreement and the Term without renewal, Special Advisor agrees
to return all property belonging to the Company and any of its
parents, subsidiaries or affiliates (collectively,
“AIG”) and not to make or retain any copies,
duplicates, reproductions or excerpts of AIG’s materials and
not to access, utilize or affect in any manner, any of AIG’s
property, including, without limitation, its electronic
communications systems or any information contained
therein.
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6.
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Logistics and
Expenses
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(a)
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During the Term, Special Advisor
will be provided with office space appropriate for his services as
Honorary Chairman, administrative support, transportation services
(including a car and driver for business purposes only) and
reimbursement for travel (including first class travel for airfare
between Hong Kong and New York), hotel accommodations and club
memberships, as deemed appropriate by the Company.
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(b)
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Special Advisor agrees to abide by
all of AIG’s policies and procedures applicable to outside
consultants that are related to the items described under paragraph
6(a) above, and he agrees to purchase all reimbursable air tickets
through a travel agency approved by AIG.
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7.
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Non-Competition,
Non-Hire
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(a)
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Other than for the purpose of
AIG’s businesses, Special Advisor will not, during the Term,
do or permit any of the following without the prior written consent
of AIG:
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(i)
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Solicit any person who is or has
been during the Term a customer of AIG for the purpose of offering
to that person goods or services similar to or competing with those
of the business conducted by the Company during the
Term;
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(ii)
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Solicit or entice away, or endeavor
to solicit or entice away, any director or employee of
AIG;
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(iii)
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Cause or permit any person directly
or indirectly under Special Advisor’s control to do any of
the acts or things specified above;
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2 of 7
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(iv)
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Be
employed by an organization that provides goods or services similar
to or that competes with the business conducted by the Company
during the Term; and
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(v)
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Act
as director, advisor or consultant or any other similar role in an
organization that provides goods or services similar to that
competes with the business conducted by the Company during the Term
(this obligation shall not prevent Special Advisor from serving as
an outside director as appointed by AIG).
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The
parties acknowledge and agree that the terms of this Agreement,
including this paragraph 7, do not prevent Special Advisor
from providing services to other entities (including non-AIG
entities) that do not provide goods and services similar to, and
that do not compete with, the business conducted by the
Company.
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(b)
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Ownership of not more than 1% of the
outstanding stock of any publicly traded company will not be a
violation of this paragraph.
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(c)
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In
addition to any other rights the Company may have, including those
under paragraphs 5 and 12(e), which are expressly retained, if
Special Advisor violates any provision of this paragraph 7,
the Company may declare any prior payments made to Special Advisor
under paragraph 3 of this Agreement void. Special Advisor
agrees that, under such circumstances, he will promptly return all
prior payments made to him under paragraph 3 of this
Agreement.
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(d)
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Each undertaking in
paragraph 7(a) will be treated as independent of the other
undertakings so that, if one or more is held to be invalid as an
unreasonable restraint of trade or for any other reason, the
remaining undertakings will be valid to the extent that they are
not affected.
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(e)
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While the undertakings in
paragraph 7(a) are considered by the parties to be reasonable
in all the circumstances, if one or more is held invalid as an
unreasonable restraint of trade or for any other reason but would
have been held valid if part of the wording had been deleted, the
period reduced or the range of activities or area dealt with
reduced in scope, the undertakings will apply with such
modifications as may be necessary to make them valid.
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8.
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Representations and
Warranties
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Special Advisor represents and
warrants that in his capacity as Honorary Chairman he
will:
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(a)
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Devote the necessary and appropriate
amount of time, attention and skill to the performance of his
duties;
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3 of 7
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(b)
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Conduct himself with proper regard
to the best interest of the Company and use his best efforts to
promote its interests;
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(c)
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Always abide by all of AIG’s
rules and procedures applicable to AIG’s outside
consultants;
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(d)
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Obey AIG’s Code of Conduct
(“Code”) as it applies to outside consultants, as
attached in Exhibit 1 to this Agreement and which Code is made
a part of this Agreement;
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(e)
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Not
disparage AIG, its officers or employees during or after his
service as Honorary Chairman; and
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(f)
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Maintain the confidential nature of
all records and information (including electronic data) of AIG and
not discuss those records or information except as required in the
performance of Special Advisor’s authorized
duties.
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(a)
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Except as reasonably required in
the
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