Common use of Performance Vesting Condition and Clawback Applicable to Deferred Cash Awards Clause in Contracts

Performance Vesting Condition and Clawback Applicable to Deferred Cash Awards. (i) Participant’s Deferred Cash Award will be subject to the following condition (also a “Performance Vesting Condition”). The Committee may cancel all or a portion of an unvested Deferred Cash Award if it determines, in its sole discretion, that Participant has had significant responsibility for a material adverse outcome for Citigroup or any of its businesses or functions. The Committee has the exclusive discretionary authority to determine and define “significant responsibility” and “material adverse outcome” and all other undefined terms in this Agreement. (ii) Participant’s Deferred Cash Award will be subject to the following clawback condition (the “General Clawback”). The Committee may cancel all or a portion of an unvested Deferred Cash Award if it determines, in its sole discretion, that (1) Participant engaged in behavior constituting misconduct or exercised materially imprudent judgment that caused harm to any of the Company’s business operations, or that resulted or could result in regulatory sanctions (whether or not formalized), (2) failed to supervise or monitor individuals engaging in, or failed to properly escalate behavior constituting, misconduct (whether or not gross misconduct) in accordance with the Company’s policies regarding the reporting of misconduct, or who exercised materially imprudent judgment that caused harm to any of the Company’s business operations, or (3) failed to supervise or monitor individuals engaging in, or failed to properly escalate, behavior that resulted or could result in regulatory sanctions (whether or not formalized). (iii) The Performance Vesting Condition and General Clawback described in this Section 2(b) and other terms of the Award do not change during the deferral period of the Award, regardless of Participant’s status as an active or terminated employee or other change in employment status. This Performance Vesting Condition and General Clawback are not modified solely because Participant transfers employment within the Company or terminates employment with the Company.

Performance Vesting Condition and Clawback Applicable to Deferred Cash Awards. (i) Participant’s Deferred Cash Award will be subject to the following condition (also a “Performance Vesting Condition”). The Committee may cancel all or a portion of an unvested Deferred Cash Award if it determines, in its sole discretion, that the Participant has had significant responsibility for a material adverse outcome for Citigroup or any of its businesses or functions. The Committee has the exclusive discretionary authority to determine and define “significant responsibility” and “material adverse outcome” and all other undefined terms in this Agreement. (ii) Participant’s Deferred Cash Award will be subject to the following clawback condition (the “General Clawback”). The Committee may cancel all or a portion of an unvested Deferred Cash Award if it determines, in its sole discretion, that (1) Participant engaged in behavior constituting misconduct or exercised materially imprudent judgment that caused harm to any of the Company’s business operations, or that resulted or could result in regulatory sanctions (whether or not formalized), (2) failed to supervise or monitor individuals engaging in, or failed to properly escalate behavior constituting, misconduct (whether or not gross misconduct) in accordance with the Company’s policies regarding the reporting of misconduct, or who exercised materially imprudent judgment that caused harm to any of the Company’s business operations, or (3) failed to supervise or monitor individuals engaging in, or properly failed to properly escalate, behavior that resulted or could result in regulatory sanctions (whether or not formalized). (iii) The Performance Vesting Condition and General Clawback described in this Section 2(b) and other terms of the Award do not change during the deferral period of the Award, regardless of the Participant’s status as an active or terminated employee or other change in employment status. This Performance Vesting Condition and General Clawback are not modified solely because Participant transfers employment within the Company or terminates employment with the Company.

Performance Vesting Condition and Clawback Applicable to Deferred Cash Awards. (i) Participant’s Deferred Cash Award will be is subject to the following condition (also a “Performance Vesting Condition”). The Committee may cancel all or a portion of an unvested Deferred Cash Award if it determines, in its sole discretion, that Participant has had significant responsibility for a material adverse outcome for Citigroup or any of its businesses or functions. The Committee has the exclusive discretionary authority to determine and define “significant responsibility” and “material adverse outcome” and all other undefined terms in this Agreement. (ii) Participant’s Deferred Cash Award will be is subject to the following clawback condition (the “General Clawback”). The Committee may cancel all or a portion of an unvested Deferred Cash Award if it determines, in its sole discretionjudgment, that (1) Participant engaged in behavior (i) constituting misconduct or exercised misconduct; (ii) constituting the exercise of materially imprudent judgment that caused harm to any of the Company’s business operations, ; or (iii) that resulted or could result in regulatory sanctions (whether or not formalized), ) to the Company and/or the Participant; or (2) Participant failed to supervise or monitor individuals engaging in, or Participant failed to properly escalate behavior constitutingescalate, misconduct (whether or not gross misconduct) in accordance with the Company’s policies regarding policies, behavior (i) constituting misconduct; (ii) constituting the reporting exercise of misconduct, or who exercised materially imprudent judgment that caused harm to any of the Company’s business operations, ; or (3iii) failed to supervise or monitor individuals engaging in, or failed to properly escalate, behavior that resulted or could result in regulatory sanctions (whether or not formalized)) to the Company and/or the Participant. (iii) The Performance Vesting Condition and General Clawback described in this Section 2(b) and other terms of the Award do not change during the deferral period of the Award, regardless of Participant’s status as an active or terminated employee or other change in employment status. This Performance Vesting Condition and General Clawback are not modified solely because Participant transfers employment within the Company or terminates employment with the Company.

Performance Vesting Condition and Clawback Applicable to Deferred Cash Awards. (i) Participant’s Deferred Cash Award will be subject to the following condition (also a “Performance Vesting Condition”). The Committee may cancel all or a portion of an unvested Deferred Cash Award if it determines, in its sole discretion, that the Participant has had significant responsibility for a material adverse outcome for Citigroup or any of its businesses or functions. The Committee has the exclusive discretionary authority to determine and define “significant responsibility” and “material adverse outcome” and all other undefined terms in this Agreement. (ii) Participant’s Deferred Cash Award will be subject to the following clawback condition (“the “General Clawback”). The Committee may cancel all or a portion of an unvested Deferred Cash Award if it determines, in its sole discretion, that (1) Participant engaged in behavior constituting misconduct or exercised materially imprudent judgment that caused harm to any of the Company’s business operations, or that resulted or could result in regulatory sanctions (whether or not formalized), (2) failed to supervise or monitor individuals engaging in, or failed to properly escalate behavior constituting, misconduct (whether or not gross misconduct) in accordance with the Company’s policies regarding the reporting of misconduct, or who exercised materially imprudent judgment that caused harm to any of the Company’s business operations, or (3) failed to supervise or monitor individuals engaging in, or properly failed to properly escalate, behavior that resulted or could result in regulatory sanctions (whether or not formalized). (iii) The Performance Vesting Condition and General Clawback Xxxxxxxx described in this Section section 2(b) and other terms of the Award do not change during the deferral period of the Award, regardless of the Participant’s status as an active or terminated employee or other change in employment status. This Performance Vesting Condition and General Clawback are not modified solely because Participant transfers employment within the Company or terminates employment with the Company.