November 4, 2007
EXECUTION
COPY
November
4, 2007
Xx.
Xxxxxxx X. Xxxxxx
000
Xxxx
Xxxxxx
New
York,
NY 10022
Dear
Xxxxx:
This
Letter Agreement, together with the attachment hereto (collectively, the
“Agreement”),
reflects our mutual understanding with respect to your separation from
employment as a result of your retirement from Citigroup Inc. (the “Company”,
and
together with its subsidiaries and their affiliates, “Citigroup”)
and
sets forth the payments and benefits that you will be eligible to receive
under
this Agreement.
1. Resignation.
You
have advised us that you will resign from the Board of Directors of the Company,
and from your position as Chairman of the Board and Chief Executive Officer
of
the Company effective as of the close of business on November 5, 2007 (the
“Resignation
Date”).
Effective with such resignation, you will no longer be a member of any board
or
internal management committee of the Company or Citigroup and you will have
no
authority to take any action on behalf of or otherwise bind the Company or
Citigroup. You agree to make yourself available to the Chairman of the Board
and
the Acting Chief Executive Officer of the Company, on such basis as you and
the
Company determine to be reasonable, to provide active advice with respect
to the
conduct of the Company’s business through December 31, 2007 (the “Retirement
Date”).
2. Payments
Through the Retirement Date.
Until
the close of business on the Retirement Date, you will continue to receive
(a)
salary
payments at your current annual base salary rate (less applicable withholdings
and deductions), paid in accordance with the Company’s payroll practices in the
ordinary course and (b)
the
benefits at the level and of the type you currently receive. Your participation
in the Citigroup Senior Officer Security Program will end at, and you will
continue to be covered by the Stock Ownership Commitment, the Loan Policy,
and
the Personal Trading Policy until, the close of business on the Retirement
Date.
3. Post-Termination
Health and Welfare Benefits.
Following the Retirement Date, you will be eligible for applicable medical
and
other benefits pursuant to the terms of the applicable plans and any changes
thereto, and additional information concerning such benefits will be provided
to
you under separate cover.
4. Other
Payments and Benefits.
If
within 22 days after the Resignation Date you sign the General Release in
the
form attached hereto as Attachment A (“General
Release”)
and it
becomes effective, you will receive the following payments and benefits,
subject
to the conditions and restrictions and in the manner and time frames described
in this paragraph 4.
You
acknowledge and agree that certain of the payments and benefits described
herein
differ from and are in excess of the total payments and benefits you would
otherwise be eligible to receive upon retirement, absent this
Agreement.
(a) Notwithstanding
anything to the contrary contained in the equity compensation plans or programs
or award documents governing the outstanding employee stock options granted
to
you from the Company, all such options that are unvested as of the Retirement
Date will vest in full as of the Retirement Date, and provided
you
comply with the provisions of paragraph 8
below,
your options will remain exercisable for a period of 2 years following the
Retirement Date, but in any event no later than the original expiration date
of
the option. Any sale restriction on shares distributed to you in connection
with
your exercise of employee stock options will no longer apply following the
Retirement Date.
(b) The
deferred stock awards granted to you from the Company under the Capital
Accumulation Program (“CAP”)
on
January 20, 2004, January 18, 2005, January 17, 2006 and January 16, 2007
(i.e.,
all
basic, premium and supplemental shares) will fully vest upon the Effective
Date
(as defined below) of the General Release and will be delivered to you on
January 2, 2008.
(c) The
restricted stock award granted to you from the Company on July 15, 2003 will
vest and the restrictions thereon will lapse on the Effective Date of the
General Release on a pro rata basis reflecting the period from July 15, 2003
through December 31, 2007.
(d) You
will
receive a pro-rated incentive award for the 2007 compensation year (the
“Incentive
Award”)
in the
form of a cash payment in a gross amount not less than the following. The
pre-tax nominal value of the aggregate award package you received in early
2007
for the 2006 compensation year will be multiplied by the Total Shareholder
Return Percentage defined below and will be pro-rated by 10/12. The Incentive
Award will not be subject to CAP (but will be subject to applicable withholdings
and deductions) and will be paid on the date in early 2008 that incentive
awards
are paid to the other senior executives of the Company. For purposes of this
paragraph 4(d),
the
Total Shareholder Return Percentage means (i) 100% plus or minus (ii) total
shareholder return for the Company for the 2007 calendar year determined
by (A)
subtracting the closing price of a share of common stock of the Company (a
“Share”)
on the
last trading day of 2007 from the closing price of a Share of common stock
of
the Company stock on the last trading day of 2006 (“Starting
Price”);
(B)
adding the aggregate ordinary dividends paid in respect of a Share during
2007;
and (C) dividing the result by the Starting Price.
2
5. Post-Termination
Services.
(a) In
consideration of your agreements herein, including the covenants in paragraphs
8, 10, 11 and 12 below, the Company will provide you with an office in midtown
Manhattan (in such location as you and the Company shall mutually agree),
an
administrative assistant, and a car and driver, in each case on a continuing
basis reasonably comparable to that provided to you currently, until the
earlier
of (i)
December
31, 2012 or (ii)
the date
you commence full-time employment with another employer.
(b) To
the
extent that any or all of such post-termination services described in this
paragraph 4(d)
are
subject to federal, state or local taxes (“Taxes”),
the
Company will make additional payments (“Additional
Payment”)
to you
or on your behalf to the appropriate tax authority, as determined by the
Company, such that the Taxes associated with these services and the Taxes
associated with the Additional Payment do not give rise to an out-of-pocket
tax
cost to you.
6. Pension,
401(k) Plans and Other Plans and Programs.
(a)
The
Company acknowledges that your account balances under the Company’s qualified
and non-qualified pension plans in which you are a participant, including
the
Citigroup Pension Plan, the Primerica Supplemental Executive Retirement Plan,
the Travelers Group Inc. Retirement Benefit Equalization Plan and 401(k)
plan
are already 100% vested and shall remain unaffected by this Agreement.
Additional information concerning your pension and 401(k) plan benefits will
be
provided to you under separate cover.
(b) Any
other
amounts or benefits that are vested benefits or that you are otherwise entitled
to receive under any plan, policy, practice or program of the Company or
a
member of Citigroup (including expense reimbursements and accrued vacation)
shall be payable to you in accordance with such plan, policy, practice or
program; provided
that in
no event shall you be entitled to any severance pay under any such plan,
program, practice or policy.
7. Citigroup
Credit Card.
You
agree to pay any unpaid, outstanding balance due on your Citigroup business
credit card as soon as practicable following the Retirement Date.
3
8. Non-Compete
and Non-Solicitation of Citigroup Employees and Clients.
(a) For
a
period of five (5) years following the Retirement Date, you will not, without
the Company’s written consent, directly or indirectly, yourself or on behalf of
a third party, take any intentional action to solicit, recruit, hire, employ
engage or induce or encourage any individual who was a Senior Manager of
Citigroup (as described in the Five Point Plan initiative as one of the top
3,000 employees) as of the Resignation Date to terminate his or her employment
with Citigroup and become employed or engaged as an owner, principal, partner,
member, officer, director, consultant, agent or representative elsewhere.
However, the foregoing restrictions shall not prohibit any entity with whom
you
may have an employment, principal or consulting relationship (each an
“Employing
Entity”)
from
(x) soliciting for employment (i)
any
persons (including Senior Managers) who respond to a general solicitation
or
advertisement that is not specifically directed to Citigroup employees or
any
specific group of Citigroup employees; (ii)
any
persons (including Senior Managers) who are referred to such Employing Entity
by
search firms or employment agencies; provided
such
search firms and employment agencies have not been advised by you, directly
or
indirectly, to approach such persons; (iii)
any
persons (including Senior Managers) whose employment has been involuntarily
terminated by Citigroup after the Resignation Date; or (iv)
your
administrative assistants as of the Resignation Date or (y) offering employment
to any of the foregoing or to any person who pursues such an offer without
having been solicited by the Employing Entity or by you.
(b) For
a
period of five (5) years following the Retirement Date, you agree that you
will
not directly or indirectly intentionally solicit or induce any client of
Citigroup with whom you had substantial contact during your employment to
terminate its relationship with Citigroup or to divert a significant portion
of
its existing business to a competitor of Citigroup.
(c) For
a
period of five (5) years following the Retirement Date, you agree that you
will
not (whether as an employee, director, consultant or principal) engage in
any
business that is in material competition with any of the Company’s (or any
subsidiary’s) business operations as of the Resignation Date;
provided, however,
that
for purposes of this paragraph 8(c),
you
shall not be deemed to be engaged in activities or conduct that are in material
competition with the Company or its subsidiaries to the extent (i)
you
manage assets, directly or indirectly, for charitable or civic causes or
for
yourself or your family members; (ii)
you are
merely a passive investor in a competing entity; or (iii)
you are
engaged in providing advice to an entity in a non-employee capacity with
respect
to ethical, regulatory compliance, governance or similar matters, including
but
not limited to procedures and practices designed to assist such an entity
in
fulfilling its obligations in such regard.
4
(d) You
acknowledge and agree that given the role and opportunity you have enjoyed
with
the Company, the covenants contained in this paragraph 8
are
reasonable, constitute an important part of the Company’s consideration provided
to you under this Agreement, and will not unnecessarily or unreasonably restrict
your professional opportunities.
9. Claims.
You
represent that as of the date you have signed this Agreement, you have not
filed, directly or indirectly, nor caused to be filed, any Claims (as defined
in
the General Release) against Citigroup or the Releasees (as defined in the
General Release) in any forum, including federal, state or local court or
in
arbitration, any administrative proceeding with any federal, state or local
administrative agency, or the Company’s dispute resolution procedure. You agree
that should any administrative agency or third party pursue any claims on
your
behalf, you waive your right to any monetary or other recovery of any
kind.
10. Non-Disparagement.
(a)
You
agree not to disparage or denigrate Citigroup or, subject to paragraph 10(b)
below, its directors or executive officers orally or in writing. The Company
agrees not to disparage or denigrate you or your agents, assignees, attorneys,
family members, heirs, executors or administrators orally or in writing,
and
agrees to use its reasonable best efforts to cause its directors and executive
officers not to disparage or denigrate you or your agents, assignees, attorneys,
heirs, executors or administrators.
(b) Notwithstanding
the foregoing provisions of this paragraph 10,
it
shall not be a violation of this paragraph 10: (i) for any person to make
truthful statements when required by order of a court or other body having
jurisdiction, or as otherwise may be required by law or under an agreement
entered into in connection with pending or threatened litigation pursuant
to
which the party receiving such information agrees to keep such information
confidential or (ii) for you to respond to any disparaging or denigrating
comment made by any director or executive officer.
11. Proprietary
Information.
You
agree to return all Citigroup property in your possession, custody or control.
You further agree that all proprietary or confidential information or trade
secrets concerning Citigroup or its businesses, products, services or employees,
including but not limited to information concerning business strategies or
plans, systems, products and services and their development, technical
information, marketing, trading, investment, fund management and sales
activities and procedures, promotion and pricing techniques, cost, credit
and
financial data, and customer, client, vendor, and employee information
(“Proprietary
Information”)
is the
exclusive property of Citigroup. You agree that you have an ongoing obligation
not to disclose or use, either directly or indirectly, any such Proprietary
Information for any reason, unless required by a statute, by a court of law,
by
any governmental agency or self-regulatory organization having supervisory
authority over Citigroup business, or by any administrative or legislative
body
(including a committee thereof) with jurisdiction to order you to divulge,
disclose or make accessible such information. Prior to any disclosure, however,
you shall give notice to the Company’s General Counsel, 000 Xxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, of any such request or demand for Proprietary Information
promptly upon your receipt of same and shall reasonably cooperate with Citigroup
in any application it may make seeking a protective order barring disclosure
of
such Proprietary Information.
5
12. Cooperation.
(a)
You
agree to cooperate with the Company and its attorneys as may be reasonably
required concerning any past, present or future legal matters that relate
to or
arise out of your employment with the Company, with the understanding that
any
meetings you are requested to attend are scheduled during normal business
hours
at mutually agreeable times. You acknowledge that you have advised the Company’s
General Counsel of all facts of which you are aware that constitute or might
constitute violations of the Company’s ethical standards or legal obligations.
The Company agrees to reimburse you for any and all reasonable costs and
expenses (including but not limited to reasonable attorney’s fees) you may incur
in connection with such cooperation.
(b) You
shall
be indemnified for acts and omissions occurring on or prior to the Retirement
Date to the fullest extent permitted under applicable law. The Company agrees
that for purposes of this paragraph 12(b)
it shall
interpret and/or apply any provision of applicable law and the bylaws (including
advancement of expenses and, in this connection, you agree to sign an
appropriate undertaking as to the repayment of any such advances) with respect
to you in a manner consistent with how such provision is interpreted and
applied
by the Company to then active executive officers of the Company. You shall
be
covered under the Company’s directors’ and officers’ liability insurance
policies in effect from time to time on the same basis that other former
directors and officers are covered.
13. Remedies.
(a) In
the
event the Board of Directors of the Company determines that you are in
intentional and material breach of a covenant in paragraph 8, 10, 11 or 12
above, after written notice to you and your failure to cure the same within
90
days, you shall no longer be entitled to the benefits under paragraph 5 above.
(b) Further,
notwithstanding anything to the contrary in this Agreement, and without limiting
any remedies at law or in equity that may be available to the Company or
you as
provided herein or otherwise, you and the Company acknowledge and agree that
a
remedy at law for any breach or threatened breach of any covenant contained
in
paragraph 8
above
would be inadequate and monetary damages would be difficult to calculate
and
that for any such breach or threatened breach, a court of law may award an
injunction, restraining order or other equitable relief, restraining you
from
committing or continuing to commit such breach.
6
(c) It
is
expressly understood and agreed that if a final determination is made by
a court
of law that the time or any other restriction contained in paragraph
8
above is
an unenforceable restriction against you, then the provisions of paragraph
8
above
shall not be rendered void but shall be deemed amended to apply as to such
maximum time and to such other maximum extent as such court may determine
or
indicate to be enforceable. Alternatively, if any such court finds that any
restriction contained in paragraph 8
above is
unenforceable, and such restriction cannot be amended so as to make it
enforceable, such finding shall not affect the enforceability of any other
provision of this Agreement.
(d) Except
as
provided in subparagraph (b), any controversy, dispute or claim arising out
of
or relating to this Agreement, any other agreement or arrangement between
you
and the Company, your employment with the Company, or the termination thereof
(collectively, “Covered
Claims”)
shall
be resolved by binding arbitration, to be held in the Borough of Manhattan
in
New York City, in accordance with the Commercial Arbitration Rules of the
American Arbitration Association.
(e) In
no
event shall you be obligated to seek other employment or take any other action
by way of mitigation of the amounts payable under this Agreement. There shall
be
no offset by the Company against your entitlements under this Agreement for
any
compensation or other amounts that you earn from subsequent employment or
engagement of your services nor on account of any claim that Citigroup may
have
against you. In no event shall the Company have a right to offset against
any
account that you maintain with Citigroup, including, without limitation,
any
brokerage account, on account of any claims arising under this
Agreement.
14. Partial
Invalidity.
Except
with respect to the attached General Release, the invalidity or unenforceability
of any provision of this Agreement shall have no effect upon, and shall not
impair the validity or enforceability of, any other provision of this
Agreement.
7
15. Compliance
with the American Jobs Creation Act.
Notwithstanding any provisions to the contrary in this Agreement or in any
equity or benefit plan maintained by Citigroup, any payment otherwise required
to be made to you on account of your “separation from service”, within the
meaning of the Section 409A Rules (as defined below), to the extent such
payment
(after taking into account all exclusions applicable to such payment under
the
Section 409A Rules) is properly treated as deferred compensation subject
to the
Section 409A Rules, shall not be made until the first business day after
(i)
the
expiration of six (6) months from the date of your separation from service,
or
(ii)
if
earlier, the date of your death (the “Delayed
Payment Date”).
On
the Delayed Payment Date, there shall be paid to you or, if you died, your
estate, in a single cash lump sum, an amount equal to aggregate amount of
the
payments delayed pursuant to the preceding sentence. In the case of this
Agreement and each plan under which you are entitled to receive amounts treated
as deferred compensation subject to the Section 409A Rules and which provides
for payment of such amounts in the form of “a series of installment payments”,
as defined in Treas. Reg. § 1.409A-2(b)(iii), (A) your right to receive such
payments shall be treated as a right to receive a series of separate payments
under Treas. Reg. § 1.409A-2(b)(iii), and (B) to the extent this Agreement or
such plan does not already so provide, it is hereby amended to so provide,
with
respect to amounts payable to you thereunder. For purposes of this paragraph
15,
the
“Section
409A Rules”
shall
mean Section 409A of the Code, the regulations issued thereunder, and all
notices, rulings and other guidance issued by the Internal Revenue Service
interpreting same.
16. Voluntary
and Authorized Agreement.
(a) You
acknowledge and agree that (i)
you have
read and understand each of the provisions of this Agreement (excluding the
General Release, the “Letter
Agreement”);
(ii)
you are
hereby advised to consult with an attorney prior to signing this Letter
Agreement; and (iii)
you have
at least 21 calendar days from the date of this Letter Agreement to review
and
consider your decision to sign it.
(b) Once
you
sign this Agreement, you have 7 calendar days to revoke it. You may do so
by
delivering to the Company’s General Counsel written notice of your revocation
within the 7-day revocation period. This Agreement will be a valid and binding
obligation of you on the 8th day after you sign it; provided
that you
have not revoked it during the 7-day revocation period.
8
(c) The
Company represents and warrants to you that (i)
the
execution, delivery and performance of this Agreement and the consummation
of
the transactions contemplated hereby have been duly and validly authorized
and
approved on behalf of the Company by its Board of Directors and that all
corporate action required to be taken by the Company for the execution, delivery
and performance of this Agreement has been duly and effectively taken;
(ii)
the
director or officer signing this Agreement on behalf of the Company is duly
authorized to do so; (iii)
the
execution, delivery and performance of this Agreement by the Company does
not
violate any applicable law, regulation, order, judgment, decree or other
obligation or any agreement, plan or corporate governance document to which
the
Company is a party or by which it or its directors are bound; and (iv)
upon
execution and delivery of this Letter Agreement by the parties, it shall
be a
valid and binding obligation of the Company enforceable against it in accordance
with its terms, except to the extent that enforceability may be limited by
applicable bankruptcy, insolvency or similar laws affecting the enforcement
of
creditors’ rights generally.
17. Voluntary
General Release.
(a) You
acknowledge and agree that (i)
you will
not sign the General Release until on or after the Resignation Date;
(ii)
you are
hereby advised to consult with an attorney prior to signing the General Release;
and (iii) you have at least 21 calendar days from the date of this Agreement
to
review and consider your decision to sign the General Release.
(b) Once
you
sign the General Release, you will have 7 calendar days to revoke it. You
may do
so by delivering to the Company’s General Counsel written notice of your
revocation within the 7-day revocation period. The General Release will become
effective on the 8th day after you sign it; provided
that you
have not revoked it during the 7-day revocation period (“Effective
Date”).
18. Governing
Law.
This
Agreement shall be governed by the laws of the State of New York (regardless
of
conflict of laws principles) as to all matters including without limitation
validity, construction, effect, performance and remedies, except to the extent
that such laws are preempted by federal law.
9
19. Notices.
All
notices, requests and other communications under this Agreement and the General
Release will be in writing (including facsimile or similar writing) to the
applicable address (or to such other address as to which notice is given
in
accordance with this paragraph 19).
If
to you:
|
Xxxxxxx
X. Xxxxxx
[address
redacted]
|
with
a copy to:
|
Xxxxxxx
X. Xxxxx
Xxxxx
Xxxx & Xxxxxxxx
000
Xxxxxxxxx Xxxxxx
Xxx
Xxxx, XX 00000
Facsimile:
000-000-0000
|
If
to the Company
|
|
or
Citigroup:
|
000
Xxxx Xxxxxx
Xxx
Xxxx, XX 00000
Attention:
General Counsel
Facsimile:
(000) 000-0000
|
Each
such
notice, request or other communication will be effective only when received
by
the receiving party.
20. Transferability.
This
Agreement shall be binding upon any successor to the Company, whether by
merger,
consolidation, purchase of assets or otherwise. No provision of this Agreement
is intended to confer any rights, benefits, remedies, obligations or liabilities
hereunder upon any person or entity, other than the parties hereto and their
respective successors and assigns, which in your case will include your heirs
and/or your estate.
21. Counterparts.
This
Agreement may be executed in counterparts.
22. Entire
Agreement.
This
Agreement sets forth the entire agreement and understanding relating to your
employment relationship with and retirement from the Company; supersedes
all
prior discussions, negotiations, and agreements concerning your employment
with
the Company and separation therefrom; and may not be amended except by mutual
written agreement.
By:
|
/s/
Xxxxx X. Xxxxx
|
November
4, 2007
|
|
Date
|
|||
Attachment
YOU
ARE
HEREBY ADVISED BY THE COMPANY TO CONSULT WITH AN ATTORNEY BEFORE SIGNING
THIS
LETTER AGREEMENT.
I
HAVE
READ THIS LETTER AGREEMENT AND UNDERSTAND ALL OF ITS TERMS. I SIGN AND ENTER
THIS LETTER AGREEMENT KNOWINGLY AND VOLUNTARILY, WITH FULL KNOWLEDGE OF WHAT
IT
MEANS.
By:
|
/s/
Xxxxxxx X. Xxxxxx
|
November
4, 2007
|
|
Date
|
|||
10
ATTACHMENT
A
GENERAL
RELEASE
In
exchange for the payments and benefits set forth in the letter agreement
between
Citigroup Inc. (the “Company”)
and me
dated November 4, 2007 (the “Letter
Agreement”),
and
to be provided following the Effective Date (as defined below) of this General
Release and subject to the terms of the Letter Agreement, and my execution
(without revocation) and delivery of this General Release on or after the
Resignation Date (as defined in the Letter Agreement):
1. (a)
On
behalf of myself, my agents, assignees, attorneys, heirs, executors, and
administrators, I hereby release Citigroup Inc. and its predecessors, successors
and assigns, its and their current and former parents, affiliates, subsidiaries,
divisions and joint ventures including but not limited to, Citicorp and
Citibank, N.A. (individually and collectively, “Citigroup”);
and
all of their current and former officers, directors, employees, and agents,
in
their capacity as Citigroup representatives (individually and collectively,
“Releasees”)
from
any and all controversies, claims, demands, promises, actions, suits,
grievances, proceedings, complaints, charges, liabilities, damages, debts,
taxes, allowances, and remedies of any type, including but not limited to
those
arising out of my employment with the Company (individually and collectively,
“Claims”)
that I
may have by reason of any matter, cause, act, or omission. This release applies
to Claims that I know about and those I may not know about occurring at any
time
on or before the date of execution of this General Release.
(b)
This
General Release includes a release of all rights and Claims under, as amended,
Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment
Act of 1967, the Rehabilitation Act of 1973, the Civil Rights Acts of 1866
and
1991, the Americans with Disabilities Act of 1990, the Employee Retirement
Income Security Act of 1974, the Equal Pay Act of 1963, the Family and Medical
Leave Act of 1993, the Fair Labor Standards Act of 1938, the Older Workers
Benefit Protection Act of 1990, the Occupational Safety and Health Act of
1970,
the Worker Adjustment and Retraining Notification Act of 1989, the
Xxxxxxxx-Xxxxx Act of 2002, the New York State Human Rights Act, and the
New
York City Human Rights Act, as well as any other federal, state, or local
statute, regulation, or common law regarding employment, employment
discrimination, termination, retaliation, equal opportunity, or wage and
hour. I
specifically understand that I am releasing Claims based on age, race, color,
sex, sexual orientation or preference, marital status, religion, national
origin, citizenship, veteran status, disability and other legally protected
categories.
(c)
This
General Release also includes a release of any Claims for breach of contract,
any tortious act or other civil wrong, attorneys’ fees, and all compensation and
benefit claims including without limitation Claims concerning salary, bonus,
and
any award(s), grant(s), or purchase(s) under any equity and incentive
compensation plan or program, and separation pay under the Citigroup Separation
Pay Plan.
(d)
In
addition, I am waiving my right to pursue any Claims against the Company
and
Releasees under any applicable dispute resolution procedure, including any
arbitration policy.
I
acknowledge that this General Release is intended to include, without
limitation, all Claims known or unknown that I have or may have against the
Company and Releasees through the Effective Date of this General Release.
Notwithstanding anything herein, I expressly reserve and do not release pursuant
to this General Release (and the definition of “Claims” will not include) (i) my
rights with respect to the enforcement of the Letter Agreement, including
the
right to receive the payments, benefits and indemnifications specified in
the
Letter Agreement; (ii) my rights to the vested benefits (including to
reimbursement of expenses) I may have, if any, under any Company or Citigroup
employee benefit plans and programs; (iii) any claim arising after the Effective
Date of this General Release and (iv) any right to indemnification pursuant
to
paragraph 12(b) of the Letter Agreement, or the protections of Citigroup’s
directors and officers liability insurance pursuant to paragraph 12(b) of
the
Letter Agreement, in each case, to the same extent provided to other senior
executives of the Company.
2.
I
acknowledge that I have had at least 21 calendar days from the date of delivery
of the Letter Agreement to consider the terms of the Letter Agreement and
this
General Release, that I have been advised to consult with an attorney regarding
the terms of this General Release prior to executing it, that I fully understand
all of the terms and conditions of this General Release, that I understand
that
nothing contained herein contains a waiver of claims arising after the date
of
execution of this General Release, and I am entering into this General Release
knowingly, voluntarily and of my own free will. I further understand that
my
failure to sign this General Release and return such signed General Release
to
the General Counsel, Citigroup Inc., 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000
by 5:00
pm on the 22nd day after the Resignation Date will render me ineligible for
the
payments and benefits described herein and in the Agreement.
3.
I
understand that once I sign and return this General Release to the General
Counsel of Citigroup Inc., I have 7 calendar days to revoke it. I may do
so by
delivering to the General Counsel, Citigroup Inc., 000 Xxxx Xxxxxx, Xxx Xxxx,
XX
00000 written notice of my revocation within the 7-day revocation period
(the
“Revocation
Period”).
This
General Release will become effective on the 8th day after I sign and return
it
to the General Counsel of Citigroup Inc. (“Effective
Date”);
provided
that I
have not revoked it during the Revocation Period.
YOU
ARE
HEREBY ADVISED BY THE COMPANY TO CONSULT WITH AN ATTORNEY BEFORE SIGNING
THIS
GENERAL RELEASE.
2
I
HAVE
READ THIS GENERAL RELEASE AND UNDERSTAND ALL OF ITS TERMS. I SIGN AND ENTER
THIS
GENERAL RELEASE KNOWINGLY AND VOLUNTARILY, WITH FULL KNOWLEDGE OF WHAT IT
MEANS.
By:
|
/s/
Xxxxxxx X. Xxxxxx
|
11-04-07
|
|
Date
|
3