Involuntary Termination Other than for Gross Misconduct. If Participant’s employment is terminated by the Company involuntarily other than for gross misconduct, including under a reduction in force or job discontinuance program, unvested Awards will continue to vest on schedule subject to all other provisions of this Agreement.
Involuntary Termination Other than for Gross Misconduct. If Participant’s employment is terminated by the Company involuntarily other than for gross misconduct, including under a reduction in force or job discontinuance program, the unvested portion of the Award will continue to vest on schedule subject to all other provisions of this Agreement, including, without limitation, the Citi Clawback, the General Clawback, and the Performance Vesting Condition in Section 4(a).
Involuntary Termination Other than for Gross Misconduct. Unless paragraph (g) above applies, if Participant's employment is terminated by the Company involuntarily other than for gross misconduct including under a reduction in force or job discontinuance program, and Participant has not met the "Rule of 75" as defined in Section 4(i), a prorated portion of the unvested Option shares will immediately vest and any vested Option shares may be exercised until the Option expiration date. The prorated portion of unvested Option shares that vest in accordance with the preceding sentence shall be calculated (1) by assuming that the portion of the Option shares scheduled to vest on each different vesting date is a separate award, and (2) for each separate award, by multiplying the number of unvested Option shares that are subject to such separate award by a fraction, the numerator of which is equal to the number of days the Participant was employed by the Company during the vesting period applicable to such separate award and the denominator of which is equal to the number of days in the entire vesting period applicable to such separate award. For these purposes, the vesting period is the period of time starting on and including the grant date and ending on and including the applicable vesting date.
Involuntary Termination Other than for Gross Misconduct. Except as provided in paragraph (n) below, if Participant's employment is terminated by the Company for any reason other than gross misconduct [and Participant has not met the conditions specified in paragraph (j), (k) or (l) of this Section 5], [(i)] unvested [shares] ["Core CAP Basic Shares" (as defined below) and "Supplemental CAP Shares"] will vest and shares of Citigroup stock will be distributed to Participant as soon as practicable thereafter [; (ii) a prorated portion of any unvested "Core CAP Premium Shares" (as defined below) will
Involuntary Termination Other than for Gross Misconduct. If Participant's employment is terminated by the Company for any reason other than gross misconduct [and Participant is not eligible to terminate his or her employment pursuant to the conditions specified in paragraph (j), (k) or (l) of this Section 5], [(i)] unvested [shares] ["Core CAP Basic Shares" (as defined below) and "Supplemental CAP Shares"] will vest and shares of Citigroup stock will be distributed to Participant as soon as practicable thereafter [; (ii) a prorated portion of any unvested "Core CAP Premium Shares" (as defined below) will vest and shares of Citigroup common stock will be distributed to Participant as soon as practicable thereafter (such prorated portion shall be calculated (A) by assuming that the portion of the restricted or deferred stock award scheduled to vest on each different vesting date is a separate award, and (B) for each separate award, by multiplying the number of unvested Core CAP Premium Shares that are subject to such separate award by a fraction, the numerator of which is equal to the number of days the Participant was employed by the Company during the vesting period applicable to such separate award and the denominator of which is equal to the number of days in the entire vesting period applicable to such separate award);] and [(iii)] vesting of an Option will cease and any vested Option shares may continue to be exercised for up to 90 days after the termination date of Participant's employment (but not later than the Option expiration date).
Involuntary Termination Other than for Gross Misconduct. Except as provided in Section 6(n) below, if Participant’s employment is terminated by the Company for any reason other than gross misconduct [and Participant has not met the conditions specified in Section 6(j), (k) or (l)], (i) any unvested [restricted or deferred stock][deferred cash award] will vest and be distributed to Participant [on the 90th day following the “separation from service” date][as soon as practicable after the termination date] [;and (ii) vesting of an Option will cease and any vested Option shares may continue to be exercised [until the expiration date][for up to [XX DAYS/MONTHS/YEARS] after Participant’s [“separation from service”][termination] date (but not later than the Option expiration date)].
Involuntary Termination Other than for Gross Misconduct. Except as provided in Section 6(n) below, if Participant’s employment is terminated by the Company for any reason other than gross misconduct [and Participant has not met the conditions specified in Section 6(j), (k) or (l)], (i) any unvested restricted or deferred stock [deferred cash award] will vest and be distributed to Participant on the 90th day following the “separation from service” date [;and (ii) vesting of an Option will cease and any vested Option shares may continue to be exercised for up to [XX DAYS/MONTHS/YEARS] after Participant’s “separation from service” date (but not later than the Option expiration date)].
Involuntary Termination Other than for Gross Misconduct. If Participant's employment is terminated by the Company for any reason other than gross misconduct, [(i)] any unvested [CAP ONLY: "Core CAP Basic Shares" and unvested "Supplemental CAP Shares" indicated in the Stock Award Summary of this Agreement] [shares] will vest and shares of Citigroup common stock will be distributed to Participant as soon as practical thereafter; [CAP ONLY: (ii) a prorated portion of any unvested "Core CAP Premium Shares" indicated in the Stock Award Summary of this Agreement will vest and shares of Citigroup common stock will be distributed to Participant as soon as practical thereafter (such prorated portion shall be calculated (A) by assuming that the portion of the award scheduled to vest on each different vesting date is a separate award, and (B) for each separate award, by multiplying the number of unvested Core CAP Premium Shares that are subject to such separate award by a fraction, the numerator of which is equal to the number of days the Participant was employed by the Company during the vesting period applicable to such separate award and the denominator of which is equal to the number of days in the entire vesting period applicable to such separate award);] and [(iii)] vesting of any Option will cease and any vested portion of an Option may be exercised for up to 90 days after the termination date of Participant's employment, but not later than the original Option Expiration Date indicated in the Stock Option Grant Summary of this Agreement. [CAP/SOP ONLY OR IF OTHERWISE APPLICABLE: (i) Voluntary Resignation to Pursue Alternative Career. If, with the approval of the Senior Human Resources Officer for Participant's business, in his or her sole discretion, Participant voluntarily resigns from his or her employment with the Company to pursue a continuing full-time career in either government service, for a bona fide charitable institution, or as a teacher at a bona fide educational institution, (i) any unvested portion of the "Core CAP Basic Shares" component of the Award and unvested "Supplemental CAP Shares" component of the Award indicated in the Stock Award Summary of this Agreement will continue to vest on schedule; (ii) any unvested portion of the "Core CAP Premium Shares" component of the Award indicated in the Stock Award Summary of this Agreement will be canceled and Participant shall have no further rights of any kind with respect to such portions of the Award; and (iii) all vested and unvested portions of the Op...
Involuntary Termination Other than for Gross Misconduct. If Participant's employment is terminated by the Company for any reason other than gross misconduct, then [unvested shares will vest immediately and will no longer be subject to cancelation, but Participant will not become entitled to receive the vested shares until their scheduled vesting date(s), unless Participant becomes entitled to receive an earlier distribution pursuant to Section [6](b)(ii), (e) or (m)]] [vesting of an Option will cease and any vested Option shares may continue to be exercised [until the expiration date][for up to [XX DAYS/MONTHS/YEARS] after Participant's ["separation from service"][termination] date (but not later than the Option expiration date)].
Involuntary Termination Other than for Gross Misconduct. If Participant’s employment is terminated by the Company involuntarily other than for gross misconduct, including under a reduction in force or job discontinuance program, an unvested Deferred Cash Award will continue to vest on schedule subject to all other provisions of this Agreement, including, without limitation, the Citi Clawback and the General Clawback.
