1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 1998
REGISTRATION STATEMENT NO.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
------------------------
AMERICAN INTERNATIONAL GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-2592361
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
------------------------
70 PINE STREET, NEW YORK, NEW YORK 10270
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
1998 AIG UNITED KINGDOM SHARESAVE PLAN
1998 AIG IRELAND SHARESAVE PLAN
(FULL TITLE OF THE PLANS)
KATHLEEN E. SHANNON
VICE PRESIDENT
70 PINE STREET
NEW YORK, NEW YORK 10270
(212) 770-7000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------
Common Stock, $2.50 par value........ 100,000 shares $134.22 $13,422,000 $3,960
=========================================================================================================================
1. This registration statement also relates to an indeterminate number of
additional shares of Common Stock that may be issued pursuant to
anti-dilution and adjustment provisions of the above-referenced plans.
2. Estimated solely for purposes of calculating the registration fee. Such
estimate has been computed in accordance with Rule 457(h) and is based upon
the average of the high and low sales prices of the Common Stock of American
International Group, Inc. on June 23, 1998 as reported on the New York Stock
Exchange Composite Tape.
================================================================================
2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
All information required by Part I to be contained in the prospectus is
omitted from this Registration Statement in accordance with Rule 428 under the
Securities Act.
2
3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by AIG with the Commission (File
No. 1-8787) and are incorporated herein by reference:
(1) AIG's Annual Report on Form 10-K for the year ended December 31,
1997;
(2) AIG's Quarterly Report on Form 10-Q for the quarter ended March
31, 1998;
(3) AIG's Current Report on Form 8-K, dated February 10, 1998; and
(4) The description of Common Stock contained in the Registration
Statement on Form 8-A, dated September 20, 1984, filed pursuant to Section
12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
All documents filed by AIG pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold, or which deregisters all
such securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
The Common Stock is registered under Section 12(b) of the Exchange Act.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
The consolidated financial statements of AIG and its subsidiaries and the
related financial statement schedules of AIG included in its most recent Annual
Report on Form 10-K, incorporated herein by reference, are so incorporated in
reliance upon the reports of Coopers & Lybrand L.L.P., independent accountants,
given on the authority of that firm as experts in accounting and auditing.
This Registration Statement relates only to previously issued shares of
Common Stock. As a result, no opinion with respect to the validity of the shares
of Common Stock registered hereunder is required.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Restated Certificate of Incorporation of the Company (the
"Certificate") provides that the Company shall indemnify to the full extent
permitted by law any person made, or threatened to be made, a party to an
action, suit or proceeding (whether civil, criminal, administrative or
investigative) by reason of the fact that he, his testator or intestate is or
was a director, officer or employee of the Company or serves or served any other
enterprise at the request of the Company. Section 6.4 of the Company's By-laws
contains a similar provision.
The Certificate also provides that a director will not be personally liable
to the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent that such an exemption from liability
or limitation thereof is not permitted by the Delaware General Corporation Law
(the "GCL").
II-1
4
Section 145 of the GCL permits indemnification against expenses, fines,
judgments and settlements incurred by any director, officer or employee of the
registrant in the event of pending or threatened civil, criminal, administrative
or investigative proceedings, if such person was, or was threatened to be made,
a party by reason of the fact that he is or was a director, officer or employee
of the Company. Section 145 also provides that the indemnification provided for
therein shall not be deemed exclusive of any other rights to which those seeking
indemnification may otherwise be entitled. In addition, the registrant and its
subsidiaries maintain a directors' and officers' liability insurance policy.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The exhibits are listed in the exhibit index.
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in this Registration
Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any
II-2
5
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-3
6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York and State of New York, on the 30th day of
June, 1998.
AMERICAN INTERNATIONAL GROUP, INC.
By /s/ M. R. GREENBERG
------------------------------------
(M. R. Greenberg, Chairman)
KNOW ALL MEN BY THESE PRESENTS: that each person whose signature appears
below constitutes and appoints M.R. Greenberg, Edward E. Matthews and Howard I.
Smith, and each of them, as true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
herewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing required and necessary to be done in
and about the foregoing as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ M.R. GREENBERG Chairman, Chief Executive Officer, June 30, 1998
- --------------------------------------------------- and Director (Principal Executive
(M.R. Greenberg) Officer)
/s/ HOWARD I. SMITH Executive Vice President and June 30, 1998
- --------------------------------------------------- Director (Principal Financial and
(Howard I. Smith) Accounting Officer)
/s/ M. BERNARD AIDINOFF Director June 30, 1998
- ---------------------------------------------------
(M. Bernard Aidinoff)
Director
- ---------------------------------------------------
(Lloyd M. Bentsen)
/s/ PEI-YUAN CHIA Director June 30, 1998
- ---------------------------------------------------
(Pei-yuan Chia)
Director
- ---------------------------------------------------
(Marshall A. Cohen)
/s/ BARBER B. CONABLE, JR. Director June 30, 1998
- ---------------------------------------------------
(Barber B. Conable, Jr.)
II-4
7
SIGNATURE TITLE DATE
--------- ----- ----
/s/ MARTIN S. FELDSTEIN Director June 30, 1998
- ---------------------------------------------------
(Martin S. Feldstein)
Director
- ---------------------------------------------------
(Leslie L. Gonda)
/s/ EVAN G. GREENBERG Director June 30, 1998
- ---------------------------------------------------
(Evan G. Greenberg)
Director
- ---------------------------------------------------
(Carla A. Hills)
Director
- ---------------------------------------------------
(Frank J. Hoenemeyer)
/s/ EDWARD E. MATTHEWS Director June 30, 1998
- ---------------------------------------------------
(Edward E. Matthews)
Director
- ---------------------------------------------------
(Dean P. Phypers)
/s/ THOMAS R. TIZZIO Director June 30, 1998
- ---------------------------------------------------
(Thomas R. Tizzio)
Director
- ---------------------------------------------------
(Edmund S.W. Tse)
/s/ FRANK G. WISNER Director June 30, 1998
- ---------------------------------------------------
(Frank G. Wisner)
II-5
8
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION LOCATION
- ------- ----------- --------
4 (a) The Registrant's 1998 AIG United
Kingdom Sharesave Plan............... Filed as exhibit hereto.
(b) The Registrant's 1998 AIG Ireland
Sharesave Plan....................... Filed as exhibit hereto.
5 Opinion re validity...................... Not applicable.
15 Letter re unaudited interim financial
information............................ None.
23 Consents of experts and counsel
(a) Coopers & Lybrand L.L.P.............. Filed as exhibit hereto.
24 Power of Attorney........................ Included in signature pages.
1
--------------------
Rules of the
AIG United Kingdom
Sharesave Plan
--------------------
June 1998
2
Rules of the AIG United Kingdom
Sharesave Plan
1 DEFINITIONS
In these Rules:
1.1 the following words and expressions have the following meanings:
"Act" the Income and Corporation Taxes Act
1988;
"Associated Company" an associated company of the Company
within the meaning of Section 187(2) of
the Act;
"Auditors" the auditors nominated by the Directors
for the purposes of the Plan;
"Bonus Date" the date on which a bonus becomes
payable under the relevant Savings
Contract after payment of 36 Savings
Contributions;
"Business Day" any day on which Shares may be dealt in
on the New York Stock Exchange;
"Committee" a duly authorised committee appointed by
the Directors with the first members of
the UK Share Plans Committee currently
intended to be Howard I. Smith, Nicholas
C. Walsh, David Healey and Brian
McLoughlin;
"Company" American International Group, Inc.;
"Contractual Savings Scheme" the arrangement specified for the time
being by the Committee under which
Savings Contributions are made by a
Participant in accordance with the Plan,
such arrangement being a certified
contractual savings scheme within the
meaning of Section 326 of the Act which
has been approved by the Commissioners
of Inland Revenue for the purposes of
Schedule 9 to the Act;
"Control" the meaning given to that expression in
Section 840 of the Act;
"Date of Exercise" the meaning given to that expression in
Rule 5.2
"Date of Grant" the date on which the Committee grants
an Option in accordance with the terms
of Rule 2;
1
3
"Date of Invitation" the date on which any notice is given
pursuant to Rule 2.l;
"Directors" The board of directors for the time
being of the Company or the Executive
Committee thereof;
"Eligible Employee" any person (including a full-time
director) who at any Date of Invitation
is in the employment of any
Participating Company and who is then
chargeable to tax in respect of such
employment under Case 1 of Schedule E
and who has been in the employment of
any company within the Group (or any
company which becomes a company within
the Group) for a continuous period of
not less than one year; or such other
person in the employment of a
Participating Company as the Committee
with the agreement of the Secretary or
Assistant Secretary of the Company may
decide. For the purposes of this
paragraph "full-time" shall mean having
a normal contractual working week of 25
hours or more, excluding meal breaks;
"Employment" employment with the Company and/or any
company under the Control of the Company
or any Associated Company or with any
Jointly-owned Company and "ceasing to be
in Employment" shall be construed as
ceasing to be employed by all such
companies;
"Exchange Rate" the actual rate of exchange prevailing
on conversion at the Date of Exercise of
a Participant's payment for the exercise
an Option from Pounds Sterling to US
Dollars;
"Exercise Notice" the meaning given to that expression in
Rule 4.3;
"Group" the Company and all its Subsidiaries and
Jointly-owned Companies;
"Jointly-owned Company" (a) a company which is not under the
Control of any single person; and
(b) under the Control of two persons
between them one of such persons
being the Company; and
2
4
(c) not a participating company in any
other company's group scheme (as
those terms are defined in
paragraph 1 of Schedule 9 to the
Act)
and any other company which is under the
Control of a company which meets the
conditions in paragraphs (a), (b) and
(c) above and is not itself a
participating company in any other
company's group scheme (as those terms
are defined in paragraph 1 of Schedule 9
to the Act);
"Minimum Savings Contribution" (pounds)10 or such other amount
specified by the Committee from time to
time, which shall be no greater than the
amount for the time being specified by
paragraph 24(2)(b) of Schedule 9 to the
Act and no lower than the minimum
Savings Contribution permitted by the
relevant Contractual Savings Scheme;
"Option" the right granted or to be granted on
any particular Date of Grant to acquire
Shares in accordance with the Rules;
"Option Certificate" a certificate evidencing an Option as
referred to in Rule 2.6;
"Option Price" the price in US Dollars for the
acquisition of a Share comprised in any
Option which shall be determined by the
Committee and shall (subject to the
provisions of Rules 6 and 7.3) be not
less than an amount equal to 85 per cent
of the closing sale price of a Share as
derived from the New York Stock Exchange
on the Business Day last preceding the
relevant Date of Invitation;
"Participant" any person (including, where the context
permits, the legal personal
representatives of such a person) who
holds an Option;
"Participating Company" the Company and any other company within
the Group which the Committee has
determined shall be a Participating
Company for the purposes of the Plan
provided that any Jointly-owned Company
which ceases to be a Jointly-owned
Company and which does not then become a
Subsidiary shall cease to be a
Participating Company;
3
5
"Plan" this Plan, being the AIG United Kingdom
Sharesave Plan as adopted by the
Executive Committee of the board of
directors of the Company on ( ) June
1998 and as amended from time to time;
"Record Date" in relation to any particular payment of
dividend or other right attaching to
Shares the date on which any shareholder
must duly appear in the books of the
Company as such in order to be entitled
to such dividend or other right;
"Redundancy" redundancy within the meaning of the
Employment Rights Act 1996;
"Retirement" retirement on reaching age 65 or any
other age at which a Participant is
bound to retire in accordance with the
terms of his contract of employment;
"Rules" these rules together with any amendment
thereto effected in accordance with Rule
9;
"Savings Contract" a savings contract entered into under a
Contractual Savings Scheme;
"Savings Contract Repayment" in respect of a Savings Contract an
amount in US Dollars at the relevant
Exchange Rate of the repayment of a
person's Savings Contributions plus any
bonus or, if the Option is exercised
before the Bonus Date, any interest;
"Savings Contribution" the amount payable per month by a
Participant by way of contributions
under a Savings Contract in respect of
any Option which amount shall normally
be paid by means of periodic deductions
from the Participant's remuneration by
his employer and shall be an integral
multiple of (pounds)1 and shall be not
less than the Minimum Savings
Contribution;
"Share" a share in the common stock of the
Company which complies with the
provisions of paragraphs 10 to 14 of
Schedule 9 to the Act;
"Subsidiary" a company which is both under the
Control of the Company and a subsidiary
of the Company within the meaning of
Section 736 of the Companies Act 1985;
4
6
"Withdrawal Notice" the meaning given to that expression by
Rule 4.3.
1.2 Where the context so admits
1.2.1 words importing the singular shall include the plural and vice
versa and words importing the masculine shall include the feminine;
1.2.2 any reference to a statute (or a particular Chapter, Part or Section
thereof) shall mean and include any statutory modification or
re-enactment thereof for the time being in force and any regulations
made thereunder; and
1.2.3 at any time at which US Dollar equivalents fail to be determined
under Rule 3, the exchange rate shall be the average Pound Sterling
for US Dollar spot rate quoted by such bank as the Committee shall
nominate for the purposes of the Plan at 11 a.m. on such date.
2 OFFER AND GRANT OF OPTIONS
2.1 At such time as the Committee shall in its absolute discretion determine
following the date of approval of the Plan by the Commissioners of Inland
Revenue, but normally on the 1st of January, April, July and October in
each year, it may, subject to the limit specified in Rule 3.1, give notice
to each Eligible Employee on similar terms that he is invited to apply for
an Option and such notice shall specify:
2.1.1 the Option Price;
2.1.2 the period, being not less than fourteen days nor more than
twenty-one days from the Date of Invitation during which he may
apply for an Option in accordance with Rule 2.2;
2.1.3 the Minimum Savings Contribution in respect of the offer;
2.1.4 the maximum aggregate Savings Contribution permitted under Rule 3.2;
and
2.1.5 the maximum Savings Contribution in respect of the offer permitted
under Rule 3.3.
2.2 Subject to Rule 2.7, following any notice to an Eligible Employee by the
Committee pursuant to Rule 2.1, he may apply for an Option by completing
and returning an application in such form (not inconsistent with the
provisions of the Plan) as the Committee may from time to time determine.
Such form shall specify the Savings Contribution which he wishes to pay
and authorise the deduction of the Savings Contribution from his
remuneration. It must be accompanied by a signed form of application
concerning his entry into a Savings Contract, such form to be in terms
acceptable to the body administering the Contractual Savings Scheme.
5
7
2.3 Within thirty days following the Business Day referred to in the
definition of Option Price in Rule 1.1 the Committee shall, in respect of
each Eligible Employee who has made a valid application and who remains in
the employment of any Participating Company, grant an Option stated to be
over the number of Shares the aggregate of the Option Prices of which is
as nearly as possible equal to, but not in excess of, the Savings Contract
Repayment.
2.4 Notwithstanding any provision of any other of these Rules whatsoever:
2.4.1 the Plan shall not form part of any contract of employment between
the Company, a Subsidiary or any Associated Company and any
Participant and it shall not confer on any Participant any legal or
equitable rights (other than those constituted by the Options
themselves) whatsoever against the Company, a Subsidiary or
Associated Company directly or indirectly or give rise to any cause
of action at law or in equity against the Company, a Subsidiary or
any Associated Company;
2.4.2 the benefits to the Participants under the Plan shall not form part
of their wages or remuneration or count as pay or remuneration for
pension or other purposes;
2.4.3 the Grant of Options to a Participant is a matter entirely separate
from any pension right or entitlement he may have and from his terms
and conditions of employment and participation in the Plan shall in
no respect whatever affect his pension rights or entitlements or
terms or conditions of employment and in particular (but without
limiting the generality of the foregoing) any Participant who ceases
to be an employee of any Company in the Group shall not be entitled
to any compensation for any loss of any right or benefit or
prospective right or benefit under the Plan which he might otherwise
have enjoyed whether such compensation is claimed by way of damages
for wrongful dismissal or other breach of contract or by way of
compensation for loss of office or otherwise howsoever and
notwithstanding that he may have been dismissed wrongfully or
unfairly (within the meaning of the Employment Rights Act 1996).
2.5 An Option shall be personal to the Participant and shall not be assignable
and any purported assignment, transfer, charge, disposal or dealing with
the rights or interests of the Participant under the Plan shall render the
Option void. However, on the death of a Participant, an Option shall be
capable of being exercised by his legal personal representatives in
accordance with the provisions of Rule 4.
2.6 As soon as is practicable upon the grant of an Option to a person pursuant
to Rule 2.3 the Committee shall issue to the said person an Option
Certificate evidencing such Option. The Option Certificate shall specify
the estimated number of Shares comprised in the Option based on current
exchange rates, the Date of Grant and the Option Price in respect of each
such Share and shall be otherwise in such form (not inconsistent with the
provisions of the Plan) as the Committee may from time to time determine.
If any such certificate shall be worn out, defaced, destroyed or lost, it
may
6
8
be renewed on such evidence being provided and on such terms as the
Committee may reasonably require.
2.7 No Option shall be granted to any person unless he is an employee of a
Participating Company on the Date of Grant or if such person is ineligible
to participate in the Plan by virtue of the provisions of paragraph 8 of
Schedule 9 to the Act.
3 OVERALL PLAN AND INDIVIDUAL PARTICIPATION LIMITS
The Plan will be subject to the following participation limits:
3.1 the maximum number of Shares which may be made available for the Plan and
the AIG Ireland Sharesave Plan is 100,000 (or such greater number as the
Directors may determine) provided that this limit shall only be applied on
the issue of an invitation pursuant to Rule 2.1 and aggregate Shares which
have been issued or transferred on the exercise of Options together with
an estimate based on current exchange rates of the Shares subject to
subsisting Options and Shares which are likely to be applied for in
respect of the proposed invitation;
3.2 the aggregate of the Savings Contributions being made at any time by a
Participant under the Plan (and any contributions then being made under
certified contractual savings schemes linked to any other savings-related
scheme or schemes approved under Schedule 9 to the Act) shall not exceed
(pounds)250 per month (or such other amount as the Committee may determine
as may be permitted pursuant to paragraph 24 of Schedule 9 to the Act);
and
3.3 the aggregate of the Savings Contributions which an Eligible Employee may
apply to make in a year under the Plan shall not exceed
3.3.1 ten per cent of his basic rate of pay at the Date of Invitation; or
3.3.2 when aggregated with one-third of the bonus payable at the Bonus
Date, the Pounds Sterling equivalent of US $10,000 as at the
Business Day applicable for determining the Option Price (or such
other limit as the Directors may determine), provided that any
existing Savings Contributions will not thereby be reduced.
4 EXERCISE AND LAPSE OF OPTIONS
4.1 An Option shall be capable of being exercised in whole or in part
following the earliest of:
4.1.1 the Bonus Date if the Participant is an employee or director of a
Participating Company;
7
9
4.1.2 the Bonus Date if the Participant is an employee or director of a
company which is not a Participating Company but which is an
Associated Company or a company of which the Company has Control;
4.1.3 the death of the Participant;
4.1.4 the Participant ceasing to be in Employment by reason of his
Retirement, injury, disability or Redundancy;
4.1.5 the Participant ceasing to be in Employment more than three years
from its Date of Grant by reason of retirement on receipt of a
pension under any pension scheme of which he is a member in respect
of his Employment;
4.1.6 the Participant ceasing to be in Employment by reason that his
Employment is in a company of which the Company ceases to have
Control, or it relates to a business or part of a business which is
transferred to a person who is neither an Associated Company of the
Company nor a company of which the Company has Control;
4.1.7 the Participant reaching age 65 and continuing to be in Employment
in which case the right to exercise an Option under this
sub-paragraph is available for a period of six months following
attainment of such age provided that if he does not exercise such
Option within the said period of six months he will nevertheless be
able to exercise the Option on the next earliest event covered by
this Ride 4.1;
4.1.8 the date on which an Option becomes exercisable pursuant to Rule 7
or Rule 8;
provided that
(I) no Option shall be capable of being exercised other than at a time
when the Participant is in Employment except in the circumstances
described in Rules 4.1.3, 4.1.4, 4.1.5 and 4.1.6; and
(II) no Option shall be capable of being exercised at a time when
paragraph 8 of Schedule 9 to the Act would disqualify the
Participant from being granted an Option, nor by the personal
representatives of a Participant who was so precluded at the date of
his death.
4.2 In no event shall an Option be capable of being exercised in respect of a
number of Shares the aggregate Option Prices of which exceed the repayment
made (including any bonus or interest but excluding the repayment of any
contributions the due date for payment of which falls more than one month
after the date on which repayment is made) to the Participant under the
related Savings Contract.
4.3 An Option shall lapse to the extent that it has not been exercised by the
earliest of:
4.3.1 the expiry of six months from the Bonus Date except where the death
of the Participant occurs before the expiry of such period;
8
10
4.3.2 if the Participant dies before the Bonus Date, the expiry of twelve
months from the date of death of the Participant;
4.3.3 the expiry of twelve months from the Bonus Date where the death of
the Participant occurs within six months after the Bonus Date;
4.3.4 the expiry of six months from the date on which the Participant
ceased to be in Employment in the circumstances described in Rules
4.1.4, 4.1.5 or 4.1.6, except where the death of the Participant
occurs before the expiry of such period;
4.3.5 the date on which the Participant ceases to be in Employment for any
reason other than death or any of the circumstances referred to Rule
4.1.4, 4.1.5 or 4.1.6;
4.3.6 the Participant's right to continue making the related Savings
Contributions lapsing in respect of an Option in accordance with the
provisions of the Contractual Savings Scheme before the Participant
has made all the Savings Contributions required by the Contractual
Savings Scheme unless such Option has already become exercisable
under the provisions of this Rule;
4.3.7 the receipt by the body administering the Contractual Savings Scheme
of a Withdrawal Notice in respect of the Savings Contract relative
to such Option provided that such Option is not then capable of
being exercised; and
4.3.8 the date on which an Option lapses pursuant to Rule 7 or Rule 8.
The Participant may direct at any time by notice (referred to as a
"Withdrawal Notice") given in writing in a form acceptable to the body
administering the Contractual Savings Scheme that he wishes such repayment
as is then due to him to be made under the Savings Contract relative to
any Option and in addition, if such notice is given in respect of the
Savings Contract relative to any Option which the Participant then wishes
to exercise in whole or in part, notice to that effect shall be given to
the Company in such form as the Committee may prescribe (referred to as an
"Exercise Notice").
5 MANNER OF EXERCISE OF OPTIONS
5.1 In order to exercise an Option the Participant shall give to the Committee
(or its nominated agent) an Exercise Notice stating that the Option is to
be exercised on the Date of Exercise in respect of that number of Shares
the aggregate Option Prices of which are as nearly as possible equal to,
but not in excess of, the US Dollar equivalent at the relevant Exchange
Rate of the Sterling amount specified in the Exercise Notice which must be
equal to or less than the repayment due under the related Savings Contract
that he wishes to be applied in respect of the exercise of the Option.
Such Exercise Notice shall be accompanied by payment (or an authority to
obtain such payment from the body administering the Savings Contract) in
full of the Sterling amount specified. It shall be the responsibility of
the Participant to obtain any
9
11
exchange control consents or other authorities required to enable him to
exercise his Option and receive the Shares to be transferred or issued in
respect thereof.
5.2 The Date of Exercise shall be the fifteenth day of the calendar month
following the month in which the Committee receives the Exercise Notice,
Option Certificate and Sterling proceeds of repayment under the Savings
Contract specified in the Exercise Notice (provided that if such day is
not a working day in the United Kingdom the next working day) or, if
earlier, the last day of any period referred to in Rule 4.3.
5.3 Subject to such consents or other required action of any competent
authority under regulations or enactments for the time being in force as
may be necessary, within thirty days after the Date of Exercise the
Company shall arrange for the transfer or issue of the appropriate number
of shares and the transferee or allottee shall be entered in the books of
the Company in respect of these Shares. The said Shares shall rank in full
for all dividends and other rights to which a right arises by reference to
a Record Date falling on or after the date on which the transferee or
allottee is entered in the books of the Company and shall in all other
respects rank pari passu with the other issued Shares of the same class
and shall be acquired subject to the Company's By-laws.
5.4 Where an Option is exercised in part, it shall lapse to the extent of the
unexercised balance.
5.5 The Company shall ensure that sufficient Shares are always available to
satisfy in full all outstanding Options.
6 VARIATION OF SHARE CAPITAL
In the event of any variation of share capital, capitalisation or rights
issue or rights offer or any consolidation, sub-division or reduction of
capital or other issue or reorganisation by the Company, the limit
specified in Rule 3.1, the number of Shares subject to any Option and the
Option Price for each of those Shares shall be adjusted in such manner as
the Auditors shall confirm in writing to be, in their opinion fair and
reasonable (except in the case of a capitalisation issue) provided that:
6.1 the aggregate amount payable on the exercise of an Option in full is
neither materially changed nor increased beyond the expected repayment
under the Savings Contract at the Bonus Date;
6.2 no adjustment shall be made without the prior approval of the
Commissioners of Inland Revenue; and
6.3 following the adjustment the Shares continue to satisfy the conditions
specified in paragraphs l0 to 14 inclusive of Schedule 9 to the Act.
10
12
7 TAKEOVER OR RECONSTRUCTION
7.1 If any person obtains Control of the Company as a result of making
7.1.1 a general offer to acquire the whole of the issued ordinary share
capital of the Company which is made on a condition such that if it
is satisfied the person making the offer will have Control of the
Company; or
7.1.2 a general offer to acquire all the shares in the Company which are
of the same class as the Shares over which Options have been granted
then, subject to Rule 4.3, a Participant will be entitled to exercise his
Option within six months following the later of the date on which Control
of the Company passes and the date on which the offer becomes
unconditional.
7.2 If any person becomes bound or entitled to acquire shares in the Company
under the Delaware company law equivalent of Sections 428 to 430F of the
Companies Act 1985 then, subject to Rule 4.3, a Participant will be
entitled to exercise his Option at any time when that person remains so
bound or entitled, on the expiry of which period all outstanding Options
shall lapse.
7.3 If as a result of the event specified in Rule 7.1 any company (the
"Acquiring Company") has obtained Control of the Company or has become
bound or entitled as mentioned in Rule 7.2, a Participant may, with the
agreement of the Acquiring Company and during the appropriate period as
defined in paragraph 15(2) of Schedule 9 to the Act, release all or part
of his rights under the Plan (the "Old Rights") in consideration of the
grant to him of rights (the "New Rights") which satisfy the conditions of
paragraph 15(3) of the said Schedule, and the New Rights shall be deemed
to have been granted at the time when the Old Rights were granted.
7.4 In the application of the Rules to the New Rights, the term "Company" in
Rules 4, 5, 6, 7, 8 and 9.6 shall be taken as referring to the company
over whose share capital the New Rights are granted, and the other
expressions which are defined in Rule 1 hereof and occur in those Rules
shall be interpreted as though the word "Company" were so defined.
7.5 For the purposes of this Rule 7 (other than Rule 7.3) a person shall be
deemed to have obtained Control of a company if he and others acting in
concert with him have together obtained Control of it.
7.6 The exercise of an Option pursuant to the preceding provisions of this
Rule shall be subject to the provisions of Rule 5 above.
7.7 The Committee shall use reasonable endeavours to notify any Participant
forthwith of any event of which they have actual notice arising pursuant
to this Rule which concerns any Option held by him for the time being.
11
13
8 VOLUNTARY WINDING UP
If the Delaware company law equivalent of a resolution for the voluntary winding
up of the Company shall be passed the Committee shall give notice thereof to all
Participants and thereupon each Participant shall (subject to Rule 4.3),
forthwith and until the expiry of six months from the date on which such
resolution was passed, be entitled to exercise any Option then held by him in
the manner provided in Rule 5 at the expiry of which period all unexercised
Options shall lapse.
9 AMENDMENT AND ADMINISTRATION
9.1 The Plan may be amended by resolution of the Directors provided that no
amendment shall:
9.1.1 operate to his disadvantage any rights already acquired by a
Participant under the Plan without his consent;
9.1.2 have effect until it has been approved by the Commissioners of
Inland Revenue.
9.2 Notwithstanding Rule 9.1.1 but subject to Rule 9.1.2, the Directors may by
resolution amend the Plan in any way but only to the extent necessary or
desirable to secure or maintain the approval of the Plan by the
Commissioners of Inland Revenue under Schedule 9 to the Act.
9.3 Subject as herein otherwise expressly provided the Directors' and the
Committee's decision on any matter concerning the Plan shall be final and
binding.
9.4 The costs of the operation of the Plan shall be borne by the Company.
9.5 The Plan and Options granted under it shall be governed by and construed
in accordance with English Law (except where otherwise stated) and all
disputes shall be referred for resolution to the courts of England.
9.6 In any matter in which they are required to act hereunder the Auditors
shall be deemed to be acting as experts and not as arbitrators and the
Arbitration Acts 1950-1979 shall not apply hereto.
9.7 All notices under the Plan shall be in writing and, if to the Company,
shall be either delivered in person to the Company Secretary or sent to
the Company's registered office for the time being (or to such other
address as the Committee may from time to time specify) and, if to a
Participant, shall be delivered personally to him at his place of work or
sent by first-class post to the Participant at the address which he shall
give in writing to the Company for this purpose, or, failing any such
address, his last known place of abode. All notices to the Company,
however sent, shall be deemed to be served only upon actual receipt
thereof by the Company Secretary or (as the case may be) at the
appropriate address as determined above. Notices to the Participant shall,
if delivered personally to him at his place of work, be deemed to be
served upon such delivery and, if sent by first-class post to the
appropriate address as determined above, shall be deemed to be served
forty-eight hours after the posting to such address
12
14
of a properly addressed and prepaid envelope containing such notice.
10 TERMINATION
The Directors may at any time resolve that no further offers of participation
shall be made under the Plan but in such event the subsisting rights of
Participants will not thereby be affected.
13
1
--------------
RULES OF THE
AIG IRELAND
SHARESAVE PLAN
--------------
February 1998
2
RULES OF THE
AIG IRELAND SHARESAVE PLAN
1 DEFINITIONS
In these Rules:
1.1 The following words and expressions have the following meanings:
"Act" Taxes Consolidation Act, 1997 of the Republic
of Ireland;
"Associated Company" any company which is an associated company of
the Company within the meaning that the
expression bears in Section 432 of the Act;
"Auditors" the auditors nominated by the Directors for
the purposes of the Plan;
"Available Shares" in respect of any Date of Invitation such
number of the Shares as the Committee may
determine as being available for the grant of
Options;
"Business Day" any day on which Shares may be dealt in on the
New York Stock Exchange;
"Committee" a duly authorised committee appointed by the
Directors with the first members of the
Ireland Share Plans Committee currently
intended to be Howard J. Smith, Sean Hehir,
David Kent, Brian McLoughlin, Niall
Summerville and Michael Mongan;
"Company" American International Group, Inc.;
"Contractual Savings Scheme" a scheme for regular monthly saving over three
years being an Instalment Savings Agreement
authorised under Section 53 of the Finance Act
1970 of the Republic of Ireland ("ISA")
continuing by automatic annual renewal and/or
such other arrangement as may be approved by
the Committee;
"Control" the meaning given to that expression in
Section 11 of the Act;
"Date of Grant" the date on which the Committee grants an
Option in accordance with the terms of Rule 2;
3
"Date of Invitation" the date on which any notice is given pursuant
to Rule 2.1;
"Directors" The board of directors for the time being of
the Company or the Executive Committee thereof;
"Eligible Employee" any person (including a full-time director) who
at any Date of Invitation is in the employment
of any Participating Company and who is then
chargeable to tax in respect of such employment
under Schedule E of the Act and who has been in
the employment of any company within the Group
(or any company which becomes a company within
the Group) for a continuous period of not less
than one year other than a person who
participates in the AIG United Kingdom
Sharesave Plan or the AIG Stock Purchase Plan;
or such other person in the employment of a
Participating Company as the Committee with the
agreement of the Corporate Secretary's
Department of the Company may decide. For the
purposes of this paragraph "full time" shall
mean having a normal contractual working week
of 25 hours or more, excluding meal breaks;
"Employment" employment with the Company and/or any company
under the Control of the Company or Associated
Company and "ceasing to be in Employment" shall
be construed as ceasing to be employed by all
such companies;
"Exercise Date" the later of three years after the Date of
Grant of the Option and the date of the payment
of the 36th Savings Contribution under the
relevant Savings Contract;
"Exercise Notice" the meaning given to that expression in Rule
4.3;
"Group" the Company and all its Subsidiaries;
"Minimum Savings Contribution" IR (pound sterling) 20 or such other amount as
may be specified by the Committee from time to
time;
"Option" the right granted or to be granted on any
particular Date of Grant acquire Shares in
accordance with the Rules;
"Option Certificate" a certificate evidencing an Option as referred
to in Rule 2.9;
2
4
"Option Price" the price in US Dollars for the acquisition of a
Share comprised in any Option which shall be
determined by the Committee and shall (subject to
the provisions of Rules 6 and 7.3) be not less
than an amount equal to 85 per cent of the closing
[sale] price of a Share as derived from the New
York Stock Exchange on the Business Day last
preceeding the relevant Date of Invitation;
"Participant" any person (including, where the context permits,
the legal personal representatives of such a
person) who holds an Option;
"Participating Company" any company within the Group which the Committee
has determined shall be a Participating Company
for the purposes of the Plan;
"Plan" this Plan, being the AIG Ireland Sharesave Plan as
adopted by the Directors on [date] and as amended
from time to time;
"Record Date" in relation to any particular payment of dividend
or other right attaching to Shares the date on
which any shareholder must duly appear in the
books of the Company as such in order to be
entitled to such dividend or other right;
"Redundancy" the meaning given to that expression by the
Redundancy Payments Acts 1967 to 1979 of the
Republic of Ireland;
"Retirement" retirement at the age at which a Participant is
bound to retire in accordance with the terms of
his contract of employment;
"Rules" these rules together with any amendment thereto
effected in accordance with Rule 9;
"Savings Contract" a contract entered into by a Participant in
respect of any particular Option for regular
monthly saving over three years, being an ISA or
such other arrangement as may be approved by the
Committee;
"Savings Contract Repayment" the US Dollar equivalent (taking the exchange rate
as at the dealing day for determining the Option
Price) of the amount that would be repayable under
the Contractual Savings Scheme at the guaranteed
rates of return at the date the Savings Contract
is entered into assuming that twelve monthly
payments are made each year on time under the
relevant Savings Contract and that following the
completion of each series of twelve monthly
payments the amount saved will be left on deposit
until the Exercise Date provided that where the
Savings Contract is made up wholly or partly of
schemes other than ISAs, the guaranteed rates of
return shall be the projected amount repayable
under the Contractual Savings Scheme calculated as
above as if the Savings Contract were made up only
of an ISA;
3
5
"Savings Contribution" the amount payable per month by a
Participant by way of contributions under a
Savings Contract in respect of any Option
which amount shall normally be paid by
means of periodic deductions from the
Participant's remuneration by his employer
and shall be an integral multiple of IR
(pound sterling) 1 and shall not be less
than the Minimum Savings Contribution;
"Share" a share in the common stock of the Company;
"Subsidiary" a company which is under the Control of the
Company;
"Withdrawal Notice" the meaning given to that expression by
Rule 4.3.
1.2 WHERE THE CONTEXT SO ADMITS
1.2.1 words importing the singular shall include the plural and vice
versa and words importing the masculine shall include the
feminine;
1.2.2 any reference to a statute (or a particular Chapter, Part or
Section thereof) shall mean and include any statutory
modification or re-enactment thereof for the time being in
force and any regulations made thereunder; and
1.2.3 at any time at which US Dollar equivalents fail to be
determined, the exchange rate shall be the average Irish
Pound for US Dollar spot rate quoted by such bank as the
Committee shall nominate for the purposes of the Plan [at
11 a.m.] on such date.
2 OFFER AND GRANT OF OPTIONS
2.1 At such time as the Committee shall in its absolute discretion
determine, but normally on the 1st of January, April, July and
October in each year, it may, subject to the limit specified in
Rule 3.1, give notice to each Eligible Employee that he is
invited to apply for an Option and such notice shall specify;
4
6
2.1.1 the Option Price;
2.1.2 the period, being not less than fourteen days nor more than
twenty-one days from the Date of Invitation during which he
may apply for an Option in accordance with Rule 2.2;
2.1.3 the Minimum Savings Contribution in respect of the offer;
2.1.4 the maximum aggregate Savings Contribution permitted under
Rule 3.2; and
2.1.5 the maximum Savings Contribution in respect of the offer
permitted under Rule 3.3.
2.2 Following any notice to an Eligible Employee by the Committee pursuant to
Rule 2.1, he may apply for an Option by completing and returning an
application in such form (not inconsistent with the provisions of the Plan)
as the Committee may from time to time determine. Such form shall specify
the Savings Contribution which he wishes to pay and authorise the deduction
of the Savings Contribution from his remuneration. It must be accompanied
by a signed form of application concerning his entry into a Savings
Contract, such form to be in terms acceptable to the body administering the
Contractual Savings Scheme.
2.3 Within thirty days following the Business Day referred to in the definition
of Option Price in Rule 1.1 (unless the provisions of Rule 2.4 or 2.5
apply) the Committee shall, in respect of each Eligible Employee who has
made a valid application and who remains in the employment of any
Participating Company, grant an Option over the number of Shares the
aggregate of the Option Prices of which is as nearly as possible equal to,
but not in excess of, the Savings Contract Repayment.
2.4 If the number of Available Shares is insufficient to enable the Committee
to satisfy in full all the applications received by them pursuant to
notices given to Eligible Employees on the relevant Date of Invitation, it
shall forthwith upon the expiry of the period given to the Eligible
Employees for application for an Option as referred to in Rule 2.1 either:
2.4.1 determine a maximum Savings Contribution (which shall not exceed
the limits contained in Rule 3) in respect of such applications
and where the Savings Contribution specified by any person
exceeds that maximum Savings Contribution so determined reduce
the Savings Contribution so specified to the amount of that
maximum Savings Contribution provided that where the Savings
Contribution specified by any person is equal to or lower than
that maximum Savings Contribution that Eligible Employee's
Savings Contribution shall not be affected; and/or
2.4.2 make (as nearly as may be) pro rata reductions to the Savings
Contribution specified by each person who has applied for an
Option provided that where such reduction would result in the
Savings Contribution being less than the Minimum Savings
Contribution the said Savings Contribution shall be equal to the
Minimum Savings Contribution;
5
7
and grant an Option to each such person over the number of Shares in
respect of which the amount of the aggregate of the Option Prices is as
nearly as possible equal to, but not in excess of, to the Savings Contract
Repayment relating to the Savings Contribution as so reduced.
2.5 If the number of Available Shares is insufficient to enable the Committee
to grant an Option to each person who has applied for such in respect of a
Savings Contribution equal to the Minimum Savings Contribution either the
Committee shall select by ballot the applications in respect of which
Options will be granted or no Options shall be granted pursuant to notices
given by the Committee under Rule 2.1 on the relevant Date of Invitation.
2.6 Where Options are granted pursuant to Rule 2.4 or 2.5 the period between
the dealing day referred to in the definition of Option Price and the Date
of Grant shall not exceed forty-two days.
2.7 Notwithstanding any provision of any other of these Rules whatsoever:
2.7.1 the Plan shall not form part of any contract of employment
between the Company, a Subsidiary or any Associated Company and
any Participant and it shall not confer on any Participant any
legal or equitable rights (other than those constituted by the
Options themselves) whatsoever against the Company, a Subsidiary
or Associated Company directly or indirectly or give rise to any
cause of action at law or in equity against the Company, a
Subsidiary or any Associated Company;
2.7.2 the benefits to the Participants under the Plan shall not form
part of their wages or remuneration or count as pay or
remuneration for pension or other purposes;
2.7.3 the Grant of Options to a Participant is a matter entirely
separate from any pension right or entitlement he may have and
from his terms and conditions of employment and participation in
the Plan shall in no respect whatever affect his pension rights
or entitlements or terms or conditions of employment and in
particular (but without limiting the generality of the foregoing)
any Participant who ceases to be an employee of any Company in
the Group shall not be entitled to any compensation for any loss
of any right or benefit or prospective right or benefit under the
Plan which he might otherwise have enjoyed whether such
compensation is claimed by way of damages for wrongful dissmisal
or other breach of contract or by way of compensation for loss of
office or otherwise howsoever and notwithstanding that he may
have been dismissed wrongfully or unfairly.
2.8 An Option shall be personal to the Participant and shall not be assignable
and any purported assignment, transfer, charge, disposal or dealing with
the rights or interests of the Participant under the Plan shall render the
Option void. However, on the death of a Participant, an Option shall be
capable of being exercised by his legal personal representatives in
accordance with the provisions of Rule 4.
6
8
2.9 As soon as is practicable upon the grant of an Option to a person pursuant
to Rules 2.3, 2.4 or 2.5 the Committee shall issue to the said person an
Option Certificate evidencing such Option. The Option Certificate shall
specify the number of Shares comprised in the Option, the Date of Grant and
the Option Price in respect of each such Share and shall be otherwise in
such form (not inconsistent with the provisions of the Plan) as the
Committee may from time to time determine. If any such certificate shall be
worn out, defaced, destroyed or lost, it may be renewed on such evidence
being provided and on such terms as the Committee may reasonably require.
3 OVERALL PLAN AND INDIVIDUAL PARTICIPATION LIMITS
The Plan will be subject to the following participation limits:
3.1 the maximum number of Shares which may be made available for the Plan and
the AIG United Kingdom Sharesave Plan is [50,000 - 75,000] (or such greater
number as the Directors may determine);
3.2 the aggregate of the Savings Contributions being made at any time by a
Participant under the Plan shall not exceed IR (pound sterling) 300 per
month; and
3.3 the aggregate of the Savings Contributions which an Eligible Employee may
apply to make in a year under the Plan shall not
3.3.1 exceed ten per cent of his basic rate of pay at the Date of
Invitation; or
3.3.2 give rise to a Savings Contract Repayment which, when multiplied by
one-third, would exceed the Irish Pounds equivalent of US $10,000 as
at the dealing day applicable for determining the Option Price (or
such other limit as the Directors may determine), provided that any
existing Savings Contributions will not thereby be reduced.
4 EXERCISE AND LAPSE OF OPTIONS
4.1 An Option shall be capable of being exercised in whole or in part following
the earliest of:-
4.1.1 the Exercise Date;
4.1.2 the death of the Participant;
4.1.3 the Participant ceasing to be in Employment by reason of his
Retirement, injury, disability or Redundancy;
4.1.4 the Participant ceasing to be in Employment by reason that his
Employment is in a company of which the Company ceases to have
Control, or it relates to a business or part of a business which is
transferred to a person who is neither an Associated Company of the
Company nor a company of which the Company has Control;
7
9
4.1.5 the Participant reaching age 65 and continuing to be in
Employment in which case the right to exercise an Option
under this sub-paragraph is available for a period of six
months following attainment of such age provided that if
he does not exercise such Option within the said period of
six months he will nevertheless be able to exercise the
Option on the next earliest event covered by this Rule 4.1;
4.1.6 the date on which an Option becomes exercisable pursuant to
Rule 7 or Rule 8:
provided that no Option shall be capable of being exercised other than
at a time when the Participant is in Employment except in the circumstances
described in Rules 4.1.2, 4.1.3 and 4.1.4.
4.2 Subject to Rule 5.4, no Option shall be capable on the Exercise Date of
being exercised in respect of a number of Shares the aggregate Option
Prices of which exceed the Savings Contract Repayment under the related
Savings Contract.
4.3 An Option shall lapse to the extent that it has not been exercised by the
earliest of:--
4.3.1 the expiry of six months from the Exercise Date except where the
death of the Participant occurs before the expiry of such period;
4.3.2 if the Participant dies before the Exercise Date, the expiry of
twelve months from the date of death of the Participant;
4.3.3 the expiry of twelve months from the Exercise Date where the
death of the Participant occurs within six months after the
Exercise Date;
4.3.4 the expiry of six months from the date on which the Participant
ceased to be in Employment in the circumstances described in
Rules 4.1.3 or 4.1.4 except where the death of the Participant
occurs before the expiry of such period;
4.3.5 the date on which the Participant ceases to be in Employment for
any reason other than death or any of the circumstances referred
to Rules 4.1.3 or 4.1.4;
4.3.6 the Participant's right to continue making the related Savings
Contributions lapsing in respect of an Option in accordance with
the provisions of the Contractual Savings Scheme before the
Participant has made all the Savings Contributions required by
the Contractual Savings Scheme or the Participant missing six
Savings Contributions unless such Option has already become
exercisable under the provisions of this Rule;
4.3.7 the receipt by the body administering the Contractual Savings
Scheme of a Withdrawal Notice in respect of the Savings Contract
relative to such Option provided that such Option is not then
capable of being exercised;
4.3.8 the date on which an Option lapses pursuant to Rule 7 or Rule 8;
and
4.3.9 seven years after the relevant Date of Grant.
The Participant may direct at any time by notice (referred to as a
Withdrawal Notice) given in writing in a form acceptable to the body
administering the Contractual Savings Scheme that he wishes such repayment
as is then due to him to be made under the Savings Contract relative to any
Option and in addition, if such notice is given in respect of the Savings
Contract relative to any Option which the Participant then wishes to
exercise in whole or in part, notice to that effect shall be given to the
Company in such form as the Committee may prescribe (referred to as an
"Exercise Notice").
8
10
5 MANNER OF EXERCISE OF OPTIONS
5.1
5.1.1 An Option shall be exercised by the Participant giving to the
Committee (or its nominated agent) an Exercise Notice to be followed
by a remittance for the US Dollar equivalent (as at the date of
receipt by the Committee of the Exercise Notice) of the Option Price
for the total number of Shares in respect of which the Option is
exercised which must be equal to or less than the Savings Contract
Repayment provided that if the Option is exercised before the Exercise
Date, the maximum number of Shares in respect of which an Option may
be exercised shall be calculated by the following formula:
number of Shares under x number of
relevant Option Contributions completed
-----------------------
36
5.1.2 It shall be the responsibility of the Participant to obtain any
necessary exchange control consents or other authorities required to
enable him to exercise his Option and receive the Shares to be
transferred or issued in respect thereof. For the avoidance of doubt,
the money for the payment of the relevant number of Shares on the
exercise of an Option need not be withdrawn from the Savings Contract.
5.2 Subject to such consents or other required action of any competent authority
under regulations or enactments for the time being in force as may be
necessary the Company shall within [thirty days] after receipt by the
Company of the Exercise Notice and remittance in accordance with Rule 5.1,
arrange for the transfer or issue of the appropriate number of shares and
the transferee or allottee shall be entered in the books of the Company in
respect of those Shares. The said Shares shall rank in full for all
dividends and other rights to which a right arises by reference to a Record
Date falling on or after the date on which the transferee or allottee is
entered in the books of the Company and shall in all other respects rank
pari passu with the other issued Shares of the same class and shall be
acquired subject to the Company's By-laws.
5.3 Where an Option is exercised in part, it shall lapse to the extent of the
unexercised balance.
5.4 The Company shall ensure that sufficient Shares are always available to
satisfy in full all outstanding Options.
5.5 On the allotment of Shares following the exercise of any Option, the Company
shall, as soon as is practical, apply to the New York Stock Exchange for the
relevant Shares to be admitted to listing.
9
11
6 VARIATION OF SHARE CAPITAL
In the event of any variation of share capital, capitalisation or rights
issue or rights offer or any consolidation, sub-division or reduction of
capital or other issue or reorganisation by the Company, the limit specified
in Rule 3.1, the number of Shares subject to any Option and the Option Price
for each of those Shares shall be adjusted in such manner as the Auditors
shall confirm in writing to be, in their opinion fair and reasonable (except
in the case of a capitalisation issue) provided that the aggregate amount
payable on the exercise of an Option in full is neither materially changed
nor increased beyond the expected repayment under the Savings Contract at
the Exercise Date.
7 TAKEOVER OR RECONSTRUCTION
7.1 If any person obtains Control of the Company as a result of making
7.1.1 a general offer to acquire the whole of the issued ordinary share
capital of the Company which is made on a condition such that if it is
satisfied the person making the offer will have Control of the Company
or
7.1.2 a general offer to acquire all the shares in the Company which are of
the same class as the Shares over which Options have been granted
then, subject to Rule 4.3, a Participant will be entitled to exercise his
Option within six months following the later of the date on which Control of
the Company passes and the date on which the offer becomes unconditional.
7.2 If any person becomes bound or entitled to acquire shares in the Company
under the Delaware company law equivalent of Sections 428 to 430F of the
Companies Act 1985 of the United Kingdom then, subject to Rule 4.3, a
Participant will be entitled to exercise his Option at any time when that
person remains so bound or entitled, on the expiry of which period all
outstanding Options shall lapse.
7.3 If as a result of the event specified in Rule 7.1 any company (the
"Acquiring Company") has obtained Control of the Company or has become bound
or entitled as mentioned in Rule 7.2, a Participant may, with the agreement
of the Acquiring Company and during the appropriate period, release all or
part of his rights under the Plan (the "Old Rights") in consideration of the
grant to him of rights (the "New Rights") and the New Rights shall be deemed
to have been granted at the time when the Old Rights were granted.
7.4 In the application of the Rules to the New Rights, the term "Company" in
Rules 4, 5, 6, 7, 8 and 9.5 shall be taken as referring to the company over
whose share capital the New Rights are granted, and the other expressions
which are defined in Rule 1 hereof and occur in those Rules shall be
interpreted as though the word "Company" were so defined.
10
12
7.5 For the purposes of this Rule 7 (other then Rule 7.3) a person shall be
deemed to have obtained Control of a company if he and others acting in
concert with him have together obtained Control of it.
7.6 The exercise of an Option pursuant to the preceding provisions of this
Rule shall be subject to the provisions of Rule 5 above.
7.7 The Committee shall use reasonable endeavours to notify any Participant
forthwith of any event of which they have actual notice arising pursuant
to this Rule which concerns any Option held by him for the time being.
8 VOLUNTARY WINDING UP
If the Delaware company law equivalent of a resolution for the voluntary winding
up of the Company shall be passed the Committee shall give notice thereof to all
Participants and thereupon each Participant shall (subject to Rule 4.3),
forthwith and until the expiry of six months from the date on which such
resolution was passed, be entitled to exercise any Option then held by him in
the manner provided in Rule 5 at the expiry of which period all unexercised
Options shall lapse.
9 AMENDMENT AND ADMINISTRATION
9.1 The Plan may be amended by resolution of the Directors provided that no
amendment shall operate to offset to his disadvantage any rights already
acquired by a Participant without his consent.
9.2 Subject as herein otherwise expressly provided the Directors' and the
Committee's decision on any matter concerning the Plan shall be final and
binding.
9.3 The costs of the operation of the Plan shall be borne by the Company.
9.4 In any matter in which they are required to act hereunder the Auditors
shall be deemed to be acting as experts and not as arbitrators.
9.5 All notices under the Plan shall be in writing and, if to the Company,
shall be either delivered in person to the Company Secretary or sent to
the Company's registered office for the time being (or to such other
address as the Committee may from time to time specify) and, if to a
Participant, shall be delivered personally to him at his place of work or
sent by post to the Participant at the address which he shall give in
writing to the Company for this purpose, or, failing any such address, his
last known place of abode. All notices to the Company, however sent, shall
be deemed to be served only upon actual receipt thereof by the Company
Secretary or (as the case may be) at the appropriate address as determined
above. Notices to the Participant shall, if delivered personally to him at
his place of work, be deemed to be served upon such delivery and, if sent
by post to the appropriate address as determined above, shall be deemed to
be served forty-eight hours after the posting to such address of a
properly addressed and prepaid envelope containing such notice.
11
13
9.6 The Plan and all Options granted under it shall be governed and
construed in accordance with Irish law (except where otherwise
stated) and all disputes shall be referred for resolution to the
courts of the Republic of Ireland.
10 Termination
The Directors may at any time resolve that no further offers of
participation shall be made under the Plan but in such event the
subsisting rights of Participants will not thereby be affected.
12
1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 and in the Prospectus which forms a part of the Registration
Statement of our report dated February 10, 1998, on our audits of the
consolidated financial statements and financial statement schedules of American
International Group, Inc. and subsidiaries as of December 31, 1997 and 1996, and
for each of the three years in the period ended December 31, 1997, which report
is included in the Company Annual Report on Form 10-K. We also consent to the
reference to our firm in Item 5 of the Registration Statement and under the
caption "Experts" in the Prospectus.
/s/ COOPERS & LYBRAND L.L.P.
Coopers & Lybrand L.L.P.
New York, New York
June 30, 1998
