AIG 2011 Annual Report Download - page 355

American International Group, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
most highly compensated employees and executive officers. The restricted stock generally becomes transferable in
March of the second year following grant or on the second or third anniversary of grant in accordance with the
terms of the employee’s award.
AIG 2007 Stock Incentive Plan
The 2007 Plan was adopted at the 2007 Annual Meeting of Shareholders. The 2010 Plan superseded the 2007
Plan, therefore, there were no grants made under the 2007 Plan subsequent to May 11, 2010. During 2010,
114,521 time-vested RSUs were granted under the 2007 Plan and will vest on the second or the third anniversary
of the date of grant.
In 2010, a total of 118,605 fully-vested shares of non-transferable AIG Common Stock (restricted stock) were
granted to certain of AIG’s most highly compensated employees and executive officers under the 2007 Plan. Of
such restricted shares, 39,535 became transferable in March 2011 and the remaining restricted stock will become
transferable on the second or third anniversary of grant in accordance with the terms of the employee’s award.
AIG 2002 Stock Incentive Plan
The 2002 Plan was adopted in 2002 and superseded by the 2007 Plan. Only the AIG 2005-2006 Deferred
Compensation Profit Participation Plan (DCPPP) and the AIG Partners Plan, which provide share-based
compensation to key AIG employees including senior executive officers, remained outstanding under the 2002
Plan at December 31, 2011. Participants in these plans were awarded RSUs if certain market or performance
measures were met over a specified period of time as determined by AIG’s Compensation and Management
Resources Committee. The RSUs awarded under the DCPPP and the AIG Partners Plan vested in three and two
installments, respectively, with the final installments vesting in January 2012; at December 31, 2011, a total of
34,126 and 19,950 RSUs in the respective plans remained outstanding, all of which vested and were settled by the
net issuance of AIG Common Stock in January 2012.
SICO Plans
The SICO Plans provide that shares of AIG Common Stock currently held by SICO are set aside for the
benefit of the participant and distributed upon retirement. The SICO Board of Directors currently may permit an
early payout of shares under certain circumstances. Prior to payout, the participant is not entitled to vote, dispose
of or receive dividends with respect to such shares, and shares are subject to forfeiture under certain conditions,
including but not limited to the participant’s termination of employment with AIG prior to normal retirement age.
A significant portion of the awards under the SICO Plans vest the year after the participant reaches age 65,
provided that the participant remains employed by AIG through age 65. The portion of the awards for which early
payout is available vest on the applicable payout date.
Although none of the costs of the various benefits provided under the SICO Plans have been paid by AIG, AIG
has recorded compensation expense for the deferred compensation amounts payable to AIG employees by SICO,
with an offsetting amount credited to Additional paid-in capital reflecting amounts deemed contributed by SICO.
The SICO Plans are also described in Note 16 herein.
AIG 2011 Form 10-K 341