Common use of Repayment Obligations Clause in Contracts

Repayment Obligations. If the Committee determines that all conditions to vesting and payment or distribution of an Award (or any portion thereof) were not satisfied in full, the Committee will cancel such vesting and refuse to issue or distribute shares or cash and immediately terminate Participant’s rights with respect to such Award (or improperly vested portion thereof). If any such Award (or improperly vested portion thereof) has already been paid or distributed, Participant agrees, upon demand, to (i) return to the Company any shares of Citigroup stock or cash amounts distributed or paid to Participant in settlement of such Deferred Stock Award (or improperly vested portion thereof), or (in lieu of returning improperly vested shares) pay an amount equal to the fair market value of such shares on their vesting date, if greater than their fair market value on the date they are due to be returned to the Company; and (ii) pay the Company the amount of any cash paid in settlement of the vesting of such Deferred Cash Award (or improperly vested portion thereof), in each case, without reduction for any shares of Citigroup stock or cash withheld to satisfy withholding tax or other obligations due at the time such distribution or payment that is subsequently determined to have been improper was made.

Repayment Obligations. If the Committee determines that all conditions to vesting and payment or distribution of an Award (or any portion thereof) were not satisfied in full, the Committee will cancel such vesting and refuse to issue or distribute shares or cash and immediately terminate Participant’s rights with respect to such Award (or improperly vested portion thereof). If any such Award (or improperly vested portion thereof) has already been paid or distributed, Participant agrees, upon demand, to (i) return to the Company any shares of Citigroup stock or cash amounts distributed or paid to Participant in settlement of such Deferred Stock Award (or improperly vested portion thereof), or (in lieu of returning improperly vested shares) pay an amount equal to the fair market value of such shares on their vesting date, if greater than their fair market value on the date they are due to be returned to the Company; and (ii) pay the Company the amount of any cash paid in settlement of the vesting of such Deferred Cash Award (or improperly vested portion thereof), in each case, without reduction for any shares of Citigroup stock or cash withheld to satisfy withholding tax or other obligations due at the time such distribution or payment that is subsequently determined to have been improper was improperly made.