Common use of Termination of RSUs Clause in Contracts

Termination of RSUs. (a) Except as provided in Paragraphs 3(d) and 6, your rights in respect of your outstanding unvested RSUs shall immediately terminate, and no cash shall be paid in respect of such unvested RSUs, if at any time prior to the Scheduled Vesting Date your Employment with AIG terminates for any reason, or you are otherwise no longer actively Employed by AIG. (b) Unless the Committee determines otherwise, and except as further provided in Paragraph 5, your rights in respect of all of your RSUs (whether or not vested) shall immediately terminate, and no cash shall be paid in respect of such RSUs, if at any time prior to the Payout Date: (i) you attempt to have any dispute under this Award Agreement or the Plan resolved in any manner that is not provided for by Paragraph 15; or (ii) any event that constitutes Cause has occurred; or (iii) you in any manner, directly or indirectly, (A) Solicit any Client to transact business with a Competitive Enterprise or to reduce or refrain from doing any business with AIG or (B) interfere with or damage (or attempt to interfere with or damage) any relationship between AIG and any such Client or (C) Solicit any person who is an employee of AIG to resign from AIG or to apply for or accept employment with any Competitive Enterprise; or (iv) you fail to certify to AIG, in accordance with procedures established by the Committee, that you have complied, or the Committee determines that you have failed to comply, with all of the terms and conditions of this Award Agreement as of the Payout Date. By accepting the payment of cash under this Award Agreement, you shall be deemed to have represented and certified at such time that you have complied with all the terms and conditions of this Award Agreement. (c) Unless the Committee determines otherwise, if the Payout Date in respect of any of your outstanding RSUs occurs and you have not complied with the conditions or your obligations under Paragraph 4(b)(iv), all of your rights with respect to your outstanding RSUs shall terminate immediately.