8-KLeadership ChangesExhibits & Filings

AMERICAN INTERNATIONAL GROUP, INC. 8-K Report, Executive Changes (Dec 30, 2008)

Filed December 30, 2008For Securities:AIG

Summary

This Form 8-K filing by American International Group, Inc. (AIG) on December 30, 2008, primarily details a significant rescission related to former Chairman and CEO Robert B. Willumstad. Specifically, the company and Mr. Willumstad agreed to rescind the grant of his Sign-On Restricted Share Award, which consisted of 1,052,406 shares of AIG Common Stock. This action was taken on December 26, 2008. In addition to rescinding the share award, Mr. Willumstad confirmed his waiver of approximately $22.5 million in severance pay that he would have otherwise been entitled to under AIG's Executive Severance Plan. He will, however, retain his previously granted stock options, which have exercise prices ranging from $23.28 to $68.61. The agreement stipulates that except for the modifications outlined, Mr. Willumstad's existing employment letter, including dispute resolution, indemnification, and other payment/benefit rights, remains in effect.

Key Highlights

  • 1Rescission of Robert B. Willumstad's Sign-On Restricted Share Award (1,052,406 shares).
  • 2Mr. Willumstad waived approximately $22.5 million in severance pay.
  • 3Mr. Willumstad retains his previously granted stock options (exercise prices $23.28-$68.61).
  • 4The rescission and waiver were formalized in a Letter Agreement dated December 26, 2008.
  • 5Most terms of Mr. Willumstad's original employment letter remain in effect.
  • 6Filing date is December 30, 2008, with the earliest event reported on December 26, 2008.

Frequently Asked Questions

The primary purpose of this 8-K filing was to report a material agreement between AIG and its former Chairman and CEO, Robert B. Willumstad, concerning the rescission of his Sign-On Restricted Share Award and the waiver of a significant portion of his severance benefits.

The Sign-On Restricted Share Award granted to Mr. Willumstad, which represented 1,052,406 shares of AIG Common Stock, was rescinded.

No, Mr. Willumstad waived approximately $22.5 million in severance pay but will retain his previously granted stock options. His employment letter, including other payment or benefit rights, also remains in effect except as modified by this agreement.

The agreement was dated December 26, 2008, and this Form 8-K was filed on December 30, 2008, indicating a prompt reporting of this material event, which occurred shortly before the filing date.