AIG 2009 Annual Report Download - page 328

American International Group, Inc., and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Other Share-Based Plans
AIG 1996 Employee Stock Purchase Plan
AIG’s 1996 Plan provides that eligible employees (those employed at least one year) may receive privileges to
purchase up to an aggregate of 500,000 shares of AIG Common Stock, at a price equal to 85 percent of the fair market
value on the date of the grant of the purchase privilege. Purchase privileges are granted quarterly and are limited to
the number of whole shares that can be purchased on an annual basis by an amount equal to the lesser of 10 percent
of an employee’s annual salary or $10,000.
AIG 2002 Stock Incentive Plan
The 2002 Plan was adopted at the 2002 Annual Meeting of Shareholders and amended and restated by AIG’s Board
of Directors on September 18, 2002. During 2007, 8,955 RSUs, including performance RSUs, were granted under the
2002 Plan. Because the 2002 Plan has been superseded by the 2007 Plan, there were no shares reserved for issuance in
connection with future awards since December 31, 2008 other than incremental amounts awarded for attaining
specified criteria under the AIG DCPPP. Prior to March 2008, substantially all time-vested RSUs granted under the
2002 Plan were scheduled to vest on the fourth anniversary of the date of grant. Effective March 2008, the vesting of
the December 2005 and 2006 grants was accelerated to vest on the third anniversary of the date of grant.
AIG 2007 Stock Incentive Plan
The 2007 Plan was adopted at the 2007 Annual Meeting of Shareholders and amended and restated by AIG’s Board
of Directors on November 14, 2007. The total number of shares of common stock that may be issued under the Plan is
9,000,000. The 2007 Plan supersedes the 1999 Plan and the 2002 Plan. During 2009 and 2008, 12,426 and 76,700
RSUs, respectively, including performance RSUs, were granted under the 2007 Plan. Each RSU, performance RSU
and DSU awarded reduces the number of shares available for future grants by 2.9 shares. At December 31, 2009,
there were 6,539,985 shares reserved for future grants under the 2007 Plan. A significant majority of the time-vested
RSUs granted in 2008 under the 2007 Plan vest on the third anniversary of the date of grant.
In December 2009, AIG granted 351,259 fully-vested shares of non-transferable AIG Common Stock (restricted
stock) under the 2007 Stock Incentive Plan to certain of AIG’s most highly compensated employees and executive
officers. The restricted stock becomes transferable either in March 2011 or on the third anniversary of grant in
accordance with the terms of the employee’s award.
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. The SICO Plans are
also described in Note 15 herein.
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.
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.
AIG 2009 Form 10-K 320