Common use of Involuntary Termination for Gross Misconduct Clause in Contracts

Involuntary Termination for Gross Misconduct. Notwithstanding any provisions of this Agreement to the contrary, if the Company terminates Participant's employment because of Participant's "gross misconduct" (as defined below), vesting of the Option, and the Participant's right to exercise vested Option shares will cease on the date Participant's employment is so terminated; all unvested and unexercised Option shares will be canceled as of date Participant's employment is terminated, and Participant shall have no further rights of any kind with respect to the Option. For purposes of this Agreement, "gross misconduct" means any conduct that (i) is in competition with the Company's business operations, (ii) that breaches any obligation that Participant owes to the Company or Participant's duty of loyalty to the Company, (iii) is materially injurious to the Company or (iv) is otherwise determined by the Personnel and Compensation Committee of the Citigroup Board of Directors (the "Committee"), in its sole discretion, to constitute gross misconduct. For purposes of this Section 4(f), "Company" shall mean Citigroup and any of its subsidiaries.

Involuntary Termination for Gross Misconduct. Notwithstanding any provisions of this Agreement to the contrary, if the Company terminates Participant's ’s employment because of Participant's "’s “gross misconduct" ” (as defined below), vesting of the Option, and the Participant's right to exercise vested Option shares shares, will cease on the date Participant's ’s employment is so terminated; all unvested and unexercised Option shares will be canceled as of the termination date of Participant's ’s employment is terminated, and Participant shall have no further rights of any kind with respect to the OptionAward. For purposes of this Agreement, "“gross misconduct" ” means any conduct that (i) is in competition with the Company's ’s business operations, (ii) that breaches any obligation that Participant owes to the Company or Participant's ’s duty of loyalty to the Company, (iii) is materially injurious to the Company Company, monetarily or otherwise, or (iv) is otherwise determined by the Personnel and Compensation Committee of the Citigroup Board of Directors (the "“Committee"), in its sole discretion, to constitute gross misconduct. For purposes of this Section 4(f6(f), "“Company" ” shall mean Citigroup and any of its subsidiaries.

Involuntary Termination for Gross Misconduct. Notwithstanding any provisions of this Agreement to the contrary, if the Company terminates Participant's employment because of Participant's "gross misconduct" (as defined below), vesting of the OptionAward, and the Participant's right to exercise vested Option shares shares, will cease on the date Participant's employment is so terminated; all unvested restricted or deferred stock and all unexercised Option shares will be canceled as of the termination date of Participant's employment is terminated, and Participant shall have no further rights of any kind with respect to the OptionAward. For purposes of this Agreement, "gross misconduct" means any conduct that (i) is in competition with the Company's business operations, (ii) that breaches any obligation that Participant owes to the Company or Participant's duty of loyalty to the Company, (iii) is materially injurious to the Company Company, monetarily or otherwise, or (iv) is otherwise determined by the Personnel and Compensation Committee of the Citigroup Board of Directors (the "Committee"), in its sole discretion, to constitute gross misconduct. For purposes of this Section 4(f)paragraph, "Company" shall mean Citigroup and any of its subsidiaries.

Involuntary Termination for Gross Misconduct. Notwithstanding any provisions of this Agreement to the contrary, if the Company terminates Participant's employment because of Participant's "gross misconductGross Misconduct" (as defined below), vesting of the Option, and the Participant's right to exercise vested Option shares will cease on the date Participant's employment is so terminated; all unvested and unexercised Option shares will be canceled as of date Participant's employment is terminated, and Participant shall have no further rights of any kind with respect to the Option. For purposes of this Agreement, "gross misconductGross Misconduct" means any conduct that (i) is in competition with the Company's business operations, (ii) that breaches any obligation that Participant owes to the Company or Participant's duty of loyalty to the Company, (iii) is materially injurious to the Company or (iv) is otherwise determined by the Personnel and Compensation Committee of the Citigroup Board of Directors (the "Committee"), in its sole discretion, to constitute gross misconduct. For purposes of this Section 4(f), "Company" shall mean Citigroup and any of its subsidiaries.