American International Group and its former chief executive Maurice R. “Hank” Greenberg have agreed to settle all outstanding disagreements, ending a bitter battle that ensued after Mr. Greenberg left the company in 2005 following an accounting scandal.
In a statement released late on Thanksgiving eve after the close of trading, New York-based insurer AIG, Mr. Greenberg and former Chief Financial Officer Howard I. Smith mutually agreed to settle all disputes between them and Mr. Greenberg's business entities, including Starr International Company and C.V. Starr & Company.
Under the agreement, the parties will submit to an arbitrator claims by Mr. Greenberg and Mr. Smith for past legal fees and expenses. There is a cap of $150 million under the agreement as to how much AIG might have to pay.
“We are pleased that we have resolved our differences,” said AIG's current chief executive officer, Robert Benmosche, in a statement. “The resolution of these long-running disputes will remove a significant distraction and expense and allow AIG to better focus its efforts on paying back taxpayers and restoring the value of our franchise for the benefit of all our stakeholders.”
In the joint statement, Mr. Greenberg said that “I, too, am pleased that these long-running disputes are now over, and I want to express my appreciation for Bob Benmosche's help, and the help of the AIG board, in resolving them. I look forward to assisting AIG in trying to preserve and restore as much value as possible for all of AIG's stakeholders.”
The statement added that Mr. Smith concurred with Mr. Greenberg.
In a filing with the U.S. Securities and Exchange Commission, the agreement to reimburse Mr. Greenberg and Mr. Smith for “reasonable legal fees and expenses” does not include anything paid in settlements.
Former U.S. District Court Judge Layn R. Phillips, an attorney with the law firm Irell & Manella LLP, will determine what legal bills are to be paid by AIG and also will arbitrate any disagreements between the parties, the filing said.
Payment to the parties under AIG's directors and officers “insurance tower” for 2004 and 2005 will be arbitrated by Daniel Weinstein, a former California jurist, who now heads up the Weinstein Mediation Center, “who will determine their relative rights to the policy proceeds,” according to the filing, which did not identify any of the individual insurers in the tower coverage.
The agreement permits Mr. Greenberg to access archival materials in AIG's possession for the purposes of writing his memoirs, as well as the return of property in AIG's possession which belongs to him.
Among the items listed in the agreement are photographs of Mr. Greenberg and Cornelius Vander Starr, Mr. Greenberg and Chinese leaders in AIG's Shanghai building, a Persian rug, and any other materials that are not AIG business records and are of a personal nature to Mr. Greenberg.
In a separate filing, AIG reported that under orders of the special master for executive pay under the federal government's Troubled Asset Relief Program, compensation was changed for AIG Chief Financial Officer David L. Herzog and two other executives–Kristian P. Moor, president and CEO of Chartis, the newly rebranded property and casualty insurers of AIG, and Win J. Neuger, CEO of AIG Investments.
Under the changes, Mr. Herzog will be paid a salary of $350,000; Mr. Moor will be paid $450,000; and Mr. Neuger will be paid $425,000.
Mr. Herzog will receive annual stock compensation of more than $3.1 million and Mr. Moor less than $4.7 million. They will also be eligible to receive 2009 annual long-term incentive awards payable in restricted stock of up to $833,333 for Mr. Herzog and $2 million for Mr. Moor if they achieve performance goals for 2009.
Mr. Neuger will not receive any rewards because he is leaving the company.
In other AIG personnel news, Mr. Benmosche has signed a non-compete agreement, a company representative, Mark Herr, confirmed.
Mr. Benmosche last month reassured employees he was committed to the company after reports he had threatened to quit out of displeasure with government restrictions placed on the pay of his executives under the terms of the TARP law.
Mr. Benmosche will receive an annual salary of $3 million in cash and $4 million in AIG common stock in bi-weekly awards under New York Stock Exchange rules, and will not be awarded under any of AIG's shareholder-approved equity plans.
The maximum number of shares that AIG could issue to Mr. Benmosche under this exemption from the plan, the company said, is 245,000. The shares will vest immediately upon award but are restricted from sale for five years from Mr. Benmosche's Aug. 10 hiring date.
The shares relating to bi-weekly periods since Aug. 10 were granted to the CEO based on a closing price of $35.
(Additional reporting by Daniel Hays.)
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