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 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.

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 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.

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.