Common use of Administration of this Agreement Clause in Contracts

Administration of this Agreement. (a) This Agreement shall be administered by the Compensation Committee. Actions of the Compensation Committee may be taken by the vote of a majority of its members. The Compensation Committee may allocate among its members and delegate to any person who is not a member of the Compensation Committee any of its responsibilities and, unless the context otherwise requires, any and all references to the Compensation Committee in this Agreement shall include any member or person so allocated or delegated. (b) All decisions, writings and actions under this Agreement shall be subject to the approval to the Compensation Committee in its sole and absolute discretion. Without limiting the generality of the foregoing, the Compensation Committee shall have power to interpret this Agreement, to make regulations for carrying out its purpose and to make all other determinations in connection with its administration (including whether an Eligible Employee has been terminated for cause, as contemplated by Section 2(b), whether and how to make adjustments following a Fundamental Transaction or to adjust the maximum number of shares of Common Stock described in Section (2)(d), whether any particular obligation shall be satisfied in shares or cash, as contemplated by Section 2(c) and how the fair market value of the Common Stock shall be determined as contemplated by Section 2(d)), all of which shall be final, binding and conclusive. (c) No member of the Board of Directors of AIG or the Compensation Committee or any employee of AIG (each such person a “Covered Person”) shall have any liability to any person (including any Eligible Employee) for any action taken or omitted to be taken or any determination made in good faith with respect to this Agreement or any Eligible Employee’s rights under this Agreement. Each Covered Person shall be indemnified and held harmless by AIG against and from any loss, cost, liability, or expense (including attorneys’ fees) that may be imposed upon or incurred by such Covered Person in connection with or resulting from any action, suit or proceeding to which such Covered Person may be a party or in which such Covered Person may be involved by reason of any action taken or omitted to be taken under this Agreement and against and from any and all amounts paid by such Covered Person, with AIG’s approval, in settlement thereof, or paid by such Covered Person in satisfaction of any judgment in any such action, suit or proceeding against such Covered Person, provided that AIG shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and, once AIG gives notice of its intent to assume the defense, AIG shall have sole control over such defense with counsel of AIG’s choice. The foregoing right indemnification shall not be available to a Covered Person to the extent that a court of competent jurisdiction in a final judgment or other final adjudication, in either case, not subject to further appeal, determines that the acts or omissions of such Covered Person giving rise to the indemnification claim resulted from such Covered Person’s bad faith, fraud or willful misconduct. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which Covered Persons may be entitled under AIG’s Restated Certificate of Incorporation or By-laws, as a matter of law, or otherwise, or any other power that AIG may have to indemnify such persons or hold them harmless. (d) If the Compensation Committee shall at any time determine that any consent (as hereinafter defined) is necessary or desirable as a condition of, or in connection with, the making of any delivery or payment under this Agreement, or the taking of any other action thereunder (each such action, an “Agreement Action”), then such Agreement Action shall not be taken, in whole or in part, unless and until such consent shall have been effected or obtained to the full satisfaction of the Compensation Committee. The Compensation Committee may direct that any certificate evidencing Common Stock delivered pursuant to this Agreement shall bear a legend setting forth such restrictions on transferability as the Compensation Committee may determine to be necessary or desirable, and may advise the transfer agent to place a stop transfer order against any legended shares.

Administration of this Agreement. (a) This Agreement shall be administered by the Compensation Committee. Actions of the Compensation Committee may be taken by the vote of a majority of its members. The Compensation Committee may allocate among its members and delegate to any person who is not a member of the Compensation Committee any of its responsibilities and, unless the context otherwise requires, any and all references to the Compensation Committee in this Agreement shall include any member or person so allocated or delegated. (b) All decisions, writings and actions under this Agreement shall be subject to the approval to the Compensation Committee in its sole and absolute discretion. Without limiting the generality of the foregoing, the Compensation Committee shall have power to interpret this Agreement, to make regulations for carrying out its purpose and to make all other determinations in connection with its administration (including whether a dividend of preferred stock by Starr is consistent with past practice as contemplated by Section 2(a) and whether an Eligible Employee has been terminated for cause, as contemplated by Section 2(b), whether and how to make adjustments following a Fundamental Transaction or to adjust the maximum number of shares of Common Stock described in Section (2)(d), whether any particular obligation shall be satisfied in shares or cash, as contemplated by Section 2(c) and how the fair market value of the Common Stock shall be determined as contemplated by Section 2(d)), all of which shall be final, binding and conclusive. (c) No member of the Board of Directors of AIG or the Compensation Committee or any employee of AIG (each such person a “Covered Person”) shall have any liability to any person (including any Eligible Employee) for any action taken or omitted to be taken or any determination made in good faith with respect to this Agreement or any Eligible Employee’s rights under this Agreementit. Each Covered Person shall be indemnified and held harmless by AIG against and from any loss, cost, liability, or expense (including attorneys’ fees) that may be imposed upon or incurred by such Covered Person in connection with or resulting from any action, suit or proceeding to which such Covered Person may be a party or in which such Covered Person may be involved by reason of any action taken or omitted to be taken under this the Agreement and against and from any and all amounts paid by such Covered Person, with AIG’s approval, in settlement thereof, or paid by such Covered Person in satisfaction of any judgment in any such action, suit or proceeding against such Covered Person, provided that AIG shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and, once AIG gives notice of its intent to assume the defense, AIG shall have sole control over such defense with counsel of AIG’s choice. The foregoing right indemnification shall not be available to a Covered Person to the extent that a court of competent jurisdiction in a final judgment or other final adjudication, in either case, not subject to further appeal, determines that the acts or omissions of such Covered Person giving rise to the indemnification claim resulted from such Covered Person’s bad faith, fraud or willful misconduct. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which Covered Persons may be entitled under AIG’s Restated Certificate of Incorporation or By-laws, as a matter of law, or otherwise, or any other power that AIG may have to indemnify such persons or hold them harmless. (d) If the Compensation Committee shall at any time determine that any consent (as hereinafter defined) is necessary or desirable as a condition of, or in connection with, the making of any delivery or payment under this Agreement, or the taking of any other action thereunder (each such action, an “Agreement Action”), then such Agreement Action shall not be taken, in whole or in part, unless and until such consent shall have been effected or obtained to the full satisfaction of the Compensation Committee. The term “consent” as used in this Section 5(d) includes (1) any and all other consents, clearances and approvals in respect of an Agreement Action by any governmental or other regulatory body or authority and (2) any and all consents required by the Compensation Committee. (e) The Compensation Committee’s determinations under the Agreement need not be uniform and may be made by it selectively among persons who receive, or are eligible to receive, benefits under the Agreement (whether or not such persons are similarly situated). Without limiting the generality of the foregoing, the Compensation Committee shall be entitled, among other things, to make non-uniform and selective determinations as to whether an Eligible Employee has been terminated for cause. (f) Any payments under this Agreement shall not be required to be taken into account in computing the amount of salary or compensation of any Eligible Employee for the purpose of determining any contributions to or any benefits under any pension, retirement, profit-sharing, bonus, life insurance, severance or other benefit plan of AIG or any of its subsidiaries or under any agreement with any Eligible Employee, unless AIG specifically provides otherwise. (g) Any rights or expectancy thereof which an Eligible Employee may direct that any certificate evidencing Common Stock delivered receive pursuant to this Agreement shall bear not be assignable, transferable, pledged, hedged or in any manner alienated, whether by operation of law or otherwise, except as a legend setting forth result of death or incapacity where such restrictions on transferability as rights are passed pursuant to a will or by operation of law. AIG may withhold from any payment under this Agreement any taxes or other amounts that are required to be withheld under any law, rule or regulation. (h) As used in this Agreement, the references to Starr include any successor to Starr approved by the Compensation Committee may determine Committee. If any Eligible Employee agrees with Starr to a reduced payment relative to his or her Covered Payments, AIG’s obligations under this Agreement shall be necessary or desirable, and may advise the transfer agent to place a stop transfer order against any legended sharesreduced accordingly.

Administration of this Agreement. (a) This Agreement Subject to Section 8, Section 10 and Section 25 hereof, notwithstanding any other term of this Agreement, the Issuer and the Collateral Manager shall be administered by have no liability in connection with the Compensation Committee. Actions administration of the Compensation Committee may be taken by Assigned Interests or the vote of a majority of Participations other than for its members. The Compensation Committee may allocate among its members and delegate to any person who is not a member of the Compensation Committee any of its responsibilities andown gross negligence, unless the context otherwise requires, any and all references to the Compensation Committee in this Agreement shall include any member bad faith or person so allocated or delegatedwillful misconduct. (b) All decisions, writings The parties hereto intend and actions agree that ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall not assume liability or become liable for any obligation under this Agreement shall be subject to the approval to the Compensation Committee in its sole and absolute discretion. Without limiting the generality of the foregoing, the Compensation Committee shall have power to interpret this Agreement, to make regulations for carrying out its purpose and to make all other determinations or in connection with its administration (including whether an Eligible Employee has been terminated the Related Agreements other than as expressly provided for cause, as contemplated by Section 2(b), whether and how to make adjustments following a Fundamental Transaction or to adjust the maximum number of shares of Common Stock described in Section (2)(d), whether any particular obligation shall be satisfied in shares or cash, as contemplated by Section 2(c) and how the fair market value of the Common Stock shall be determined as contemplated by Section 2(d)), all of which shall be final, binding and conclusiveherein. (c) No member of the Board of Directors of AIG The Issuer covenants and agrees that it shall not sell, grant, convey, encumber or the Compensation Committee transfer participation or any employee of AIG (each such person a “Covered Person”) shall have any liability to any person (including any Eligible Employee) for any action taken or omitted to be taken or any determination made in good faith with respect to this Agreement or any Eligible Employee’s rights under this Agreement. Each Covered Person shall be indemnified and held harmless by AIG against and from any loss, cost, liabilitysub-participation interests in, or expense (including attorneys’ fees) that may be imposed upon or incurred by such Covered Person in connection with or resulting from any action, suit or proceeding to which such Covered Person may be a party or in which such Covered Person may be involved by reason of any action taken or omitted to be taken under this Agreement and against and from any and all amounts paid by such Covered Person, with AIG’s approval, in settlement thereof, or paid by such Covered Person in satisfaction of any judgment in any such action, suit or proceeding against such Covered Person, provided that AIG shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and, once AIG gives notice of its intent to assume the defense, AIG shall have sole control over such defense with counsel of AIG’s choice. The foregoing right indemnification shall not be available to a Covered Person to the extent that a court of competent jurisdiction in a final judgment or other final adjudication, in either case, not subject to further appeal, determines that the acts or omissions of such Covered Person giving rise to the indemnification claim resulted from such Covered Person’s bad faith, fraud or willful misconduct. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which Covered Persons may be entitled under AIG’s Restated Certificate of Incorporation or By-laws, as a matter of law, or otherwise, or any other power that AIG may have to indemnify such persons or hold them harmless. (d) If the Compensation Committee shall at any time determine that any consent (as hereinafter defined) is necessary or desirable as a condition of, or in connection with, the making of any delivery or payment under this Agreement, or the taking of any other action thereunder (each such action, an “Agreement Action”), then such Agreement Action shall not be takenotherwise transfer, in whole or in part, unless any of its right, title and until such consent interest in the Assigned Interests except pursuant to Section 7. (d) Each of the parties hereto acknowledges that: (i) the Issuer has granted to ▇▇▇▇▇▇▇ ▇▇▇▇▇ a participation interest in all of the Issuer’s interests in the Assigned Interests except that the Issuer remains the legal holder of record of the Assigned Interests, and (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇ has not acquired hereunder direct rights against the borrower with respect to any Assigned Loan Interest or the seller of any Assigned Interest to the Issuer except in each case as otherwise provided in the respective Related Agreements. (e) The Collateral Manager shall have been effected or obtained the rights and obligations as set forth in Section 8 herein. (f) Notwithstanding any other provision of this Agreement, with respect to each Participation: (i) nothing contained herein shall grant to ▇▇▇▇▇▇▇ ▇▇▇▇▇ any rights which the full satisfaction of respective Related Agreements require the Compensation Committee. The Compensation Committee may direct that any certificate evidencing Common Stock delivered pursuant Issuer to retain, (ii) this Agreement shall bear a legend setting forth such restrictions on transferability as the Compensation Committee may determine be deemed to incorporate any provisions required by any Related Agreement to be necessary or desirableincorporated in order to transfer the related Participation hereunder, and may advise and (iii) this Agreement shall be deemed to omit any provision which any Related Agreement requires to be omitted in order to transfer the transfer agent to place a stop transfer order against any legended sharesrelated Participation hereunder.