Common use of Transfer to Non-Participating Subsidiary Clause in Contracts

Transfer to Non-Participating Subsidiary. If Participant transfers to a subsidiary that is a member of the “controlled group” of Citigroup (as defined below), any unvested portion of the Award will continue to vest on schedule subject to all other provisions of this Agreement. If Participant transfers to a subsidiary that is not a member of the “controlled group” of Citigroup (as defined below), the provisions of Section 3(g) will apply to the Award. For purposes of this Agreement, “controlled group” has the meaning set forth in Treas. Reg. § 1.409A-1(h)(3).

Transfer to Non-Participating Subsidiary. If Participant transfers to a subsidiary that is a member of the “controlled group” of Citigroup (as defined below), any unvested portion of the Award Awards will continue to vest on schedule subject to all other provisions of this Agreement. If Participant transfers to a subsidiary that is not a member of the “controlled group” of Citigroup (as defined below), the provisions of Section 3(g) will apply to the AwardAwards. For purposes of this Agreement, “controlled group” has the meaning set forth in Treas. Reg. § 1.409A-1(h)(3).

Transfer to Non-Participating Subsidiary. If Participant transfers to a subsidiary that is a member of the “controlled group” of Citigroup (as defined below), any 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). If Participant transfers to a subsidiary that is not a member of the “controlled group” of Citigroup (as defined below), the provisions of Section 3(g) will apply to the Award. For purposes of this Agreement, “controlled group” has the meaning set forth in Treas. Reg. § 1.409A-1(h)(3).

Transfer to Non-Participating Subsidiary. (i) If Participant transfers to a subsidiary that is a member of the “controlled group” of Citigroup (as defined below), any unvested portion of the Award will continue to vest on schedule subject [and vested Option shares may continue to all other provisions of this Agreement. be exercised (but not later than the Option expiration date)]. (ii) If Participant transfers to a subsidiary that is not a member of the “controlled group” of Citigroup (as defined below), the provisions of Section 3(g6(h) will apply to the Award. For purposes of this Agreement, “controlled group” has the meaning set forth in Treas. Reg. § 1.409A-1(h)(3).

Transfer to Non-Participating Subsidiary. If Participant transfers to a subsidiary that is a member of the “controlled group” of Citigroup (as defined below), any unvested portion of the Award Awards will continue to vest on schedule subject to all other provisions of this Agreement. If Participant transfers to a subsidiary that is not a member of the “controlled group” of Citigroup (as defined below), the provisions of Section Sections 3(g) will apply to the Award. For purposes of this Agreement), “controlled group” has the meaning set forth in Treas. Reg. § 1.409A-1(h)(33(k)., or 3

Transfer to Non-Participating Subsidiary. (i) If Participant transfers to a subsidiary that is a member of the “controlled group” of Citigroup (as defined below), any unvested portion of the Award will continue to vest on schedule subject to all other provisions of this Agreement. schedule. (ii) If Participant transfers to a subsidiary that is not a member of the “controlled group” of Citigroup (as defined below), the provisions of Section 3(g) Participant’s unvested shares will apply to the Award. For purposes of this Agreement, “controlled group” has the meaning set forth in Treas. Reg. § 1.409A-1(h)(3)be cancelled.

Transfer to Non-Participating Subsidiary. If Participant transfers to a subsidiary that is a member of the “controlled group” of Citigroup (as defined below), any the unvested portion of the Award will continue to vest on schedule subject to all other provisions of this Agreement. If Participant transfers to a subsidiary that is not a member of the “controlled group” of Citigroup (as defined below), the provisions of Section 3(g) will apply to the Award. For purposes of this Agreement, “controlled group” has the meaning set forth in Treas. Reg. § 1.409A-1(h)(3).

Transfer to Non-Participating Subsidiary. If Participant transfers to a subsidiary that is a member of the “controlled group” of Citigroup (as defined below), any unvested portion of the Award Awards will continue to vest on schedule subject to all other provisions of this Agreement. If Participant transfers to a subsidiary that is not a member of the “controlled group” of Citigroup (as defined below), the provisions of Section 3(g) will apply to the Award. For purposes of this Agreement, “controlled group” has the meaning set forth in Treas. Reg. § 1.409A-1(h)(3).