FORM OF CITIGROUP PERFORMANCE STOCK AWARD AGREEMENT Citigroup Inc. Equity Award Agreement
FORM OF
CITIGROUP PERFORMANCE STOCK AWARD AGREEMENT
Equity
Award Agreement
1. Award
Agreement. Citigroup Inc. (“Citigroup”) hereby
grants to {NAME} (the “Participant”), the
award summarized below, pursuant to the terms of the 2009 Performance Stock Award
Program (the “Program”). The
terms, conditions and restrictions of your award are contained in this Equity
Award Agreement, including the attached Appendix (together, the “Agreement”), and are
summarized, along with additional information, in the 2009 Performance Stock Award Program
prospectus dated January 14, 2009, and any applicable
prospectus supplements (together, a “Prospectus”). Your
award is also governed by the Citigroup 1999 Stock Incentive Plan, as amended
and restated effective January 1, 2009, and as it may be further amended from
time to time (the “Plan”). For
the award to be effective, you must accept below, acknowledging that you have
received and read the Prospectus and this Agreement, including the
Appendix.
2.
2009 Performance Stock Award Program Award Summary*
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Deferred Stock Award
Summary
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Award
Date:
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January
14, 2009
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Number
of shares awarded at $10.61 Trigger Price
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{#
SHARES}†
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Number
of shares awarded at $17.85 Trigger Price
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{#
SHARES}†
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Award
Termination Date
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January
14, 2013
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† The
portion of the award indicated will vest if and when the NYSE closing price of
Citigroup stock equals or exceeds the applicable Trigger Price for at least 20
NYSE trading days within any period of 30 consecutive NYSE trading
days ending on or before the Award Termination Date. If the
applicable Trigger Price Condition (as defined in Section 2(a)(i)) is not
attained, all or some of the shares awarded may still vest at the Award
Termination Date, as provided in Section 2(a)(ii) of this
Agreement. If a Trigger Price Condition is attained prior to January
14, 2010, vesting of the related shares cannot occur until January 14,
2010.
3. Acceptance and Agreement by
Participant. I hereby accept the award described above, and agree to be
bound by the terms, conditions, and restrictions of such award as set forth in
this Agreement, including the Appendix, and in the Prospectus (acknowledging
hereby that I have read and that I understand such documents), the Plan and
Citigroup’s policies, as in effect from time to time, relating to the
administration of the Program and the Plan. I understand that vesting
is also conditioned upon continuous employment with the Company, and that an
Award may be cancelled if there is a break in or termination of my employment
with the Company.
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PARTICIPANT'S
ACCEPTANCE:
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By:
________________________
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__________________________
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[Name]
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Name:
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[Title]
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GEID:
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*The
terms, conditions and restrictions applicable to your award, including what
happens in the event of a termination or suspension of your employment, and
including restrictions or a potential waiver of your rights that may apply
pursuant to provisions of the Emergency Economic Stabilization Act of 2008, are
contained in this Agreement, which includes the Appendix hereto, and are also
summarized in the Prospectus.
EQUITYAWARD
AGREEMENT
APPENDIX
This
Appendix constitutes part of the Equity Award Agreement (the “Agreement”) and is
applicable to the 2009
Performance Stock Award Program award summarized on the first page of
this Agreement. This Appendix is part of
the Agreement and sets forth the terms and conditions and other information
applicable to the deferred stock award (the “Award”) made to Participant under
the Program, as described in the Award Summary on page 1. The Award
is denominated in shares of Citigroup common stock, par value $.01 per share
(referred to herein as “shares” or “Citigroup
stock”). The “Company”, for
purposes of this Agreement, shall mean Citigroup and its subsidiaries that
participate in the Program, except where provided otherwise herein.
1. Terms and
Conditions. The terms, conditions, and restrictions of the
Award are set forth below. Certain of these provisions, along with
other important information, are summarized in the 2009 Performance Stock Award Program
prospectus dated January 14, 2009, and any applicable prospectus
supplement (together, the “Prospectus”). The
terms, conditions, and restrictions of the Award include, but are not limited
to, provisions relating to amendment, vesting, and cancellation of Awards,
restrictions on the transfer of Awards, and additional restrictions or a
potential modification or waiver of Participant’s rights to an Award, if
required by the applicable provisions of the Emergency Economic Stabilization
Act of 2008, or the terms of any relief provided thereunder that regulate
Citigroup’s policies and practices with respect to corporate governance and
executive compensation, as further described below.
By
accepting an Award, Participant acknowledges that he or she has read and
understands the Prospectus and the terms and conditions set forth in this
Appendix. Participant understands that this Award is entirely
discretionary and that no right to receive the Award, or any other award, exists
absent a prior written agreement to the contrary.
Participant
understands that the value that may be realized from an Award, if any, is
contingent and depends on the future market price of Citigroup stock, among
other factors, and that because equity awards are discretionary, and intended to
promote employee retention and stock ownership and to align employees’ interests
with those of stockholders, equity awards are subject to vesting conditions and
will be canceled if vesting conditions are not satisfied.
Any
monetary value assigned to an Award in any communication regarding the Award is
contingent, hypothetical, and for illustrative purposes only and does not
express or imply any promise or intent by the Company to deliver, directly or
indirectly, any certain or determinable cash value to
Participant. Receipt of an Award covered by this Agreement, or any
other incentive award, is neither an indication nor a guarantee that an
incentive award of any type or amount will be made in the future, and absent a
written agreement to the contrary, the Company is free to change its practices
and policies regarding incentive awards at any time in its sole
discretion.
Any
actual, anticipated, or estimated financial benefit to Participant from an Award
is not and shall not be deemed to be a normal or an integral part of
Participant’s regular or expected salary or compensation from employment for any
purposes, including, but not limited to, calculating any statutory, common law
or other severance, resignation, termination, redundancy, end of service
payments, bonuses, long-service awards, pension or retirement or welfare
benefits or similar payments, and in no event should be considered as
compensation for, or relating in any way to, past services for the
Company.
2.
Vesting and Share Delivery.
(a) Vesting
Date. Except as provided otherwise in Section 4 of this
Agreement, Participant may vest in all or a portion of an Award by remaining
employed by the Company until the earlier to occur of one or both of the vesting
dates described in Sections 2(a)(i), or the vesting date described in Section
2(a)(ii) (each a “Vesting
Date”). Vesting in each case provided below is subject to
receipt of the information necessary to make required tax payments and
confirmation by Citigroup that all conditions to vesting and distribution have
been satisfied.
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(i) If on
or before the Award Termination Date indicated in the Award Summary on page 1
(the “Award
Termination Date”) the Participant remains employed by the Company on the
date that Citigroup stock attains a price-performance target indicated in the
Award Summary and as described herein (each a “Trigger Price
Condition”), the shares comprising the portion of the Award related to
the Trigger Price Condition that has been satisfied shall vest on such
date. The Trigger Price Condition will be met if the New York Stock
Exchange (“NYSE”) closing price
of Citigroup stock equals or exceeds the applicable Trigger Price on 20 trading
days in any period of 30 consecutive NYSE trading days ending on or before the
Award Termination Date. If the NYSE is not open for trading on the
Award Termination Date, the immediately preceding trading day shall be
considered the Award Termination Date. Notwithstanding anything else
in this Agreement to the contrary, if one or both Trigger Price Conditions are
met prior to January 14, 2010, the Vesting Date pursuant to this Section 2(a)(i)
shall be January 14, 2010.
(ii) If,
on the Award Termination Date, the entire number of shares awarded has not
vested pursuant to Section 2(a)(i) above, [and Participant remains employed by
the Company or has retired while eligible under Sections 4(i) or 4(j) hereof,]
each portion of the Award that has not yet vested shall vest on the Award
Termination Date in an amount equal to the number of shares comprising the
portion of the Award related to the Trigger Price Condition that was not
attained multiplied by a fraction, the numerator of which is the NYSE closing
price of Citigroup stock on the Award Termination Date and the denominator of
which is the relevant Trigger Price. Notwithstanding the foregoing,
in no event may the number of shares vesting pursuant to this provision exceed
100% of the number of shares awarded pursuant to the portion of the Award to
which the formula contained in this Section 2(a)(ii) is applied.
(b) Share
Delivery. Except as provided in Section 4(b), (e) or (h),
vested shares (less any shares withheld for the payment of taxes) will be
distributed to Participant on the 30th day
after the Award Termination Date. If a dividend record date occurs on
or after a Vesting Date and prior to distribution of the vested shares, dividend
equivalents shall accrue from such Vesting Date and shall be payable (less
appropriate withholdings) on the 30th day
after the Award Termination Date. Dividend equivalents shall accrue
during any period between a Vesting Date and distribution of the shares, and
shall be paid (less appropriate withholdings) on the 30th day
after the Award Termination Date (unless distribution and payment are
accelerated as provided elsewhere in this Agreement). No interest
will be paid on any accrued dividend equivalents.
3. Fractional
Shares. Participant acknowledges that only whole shares of
Citigroup stock may be delivered upon the vesting of a deferred stock award, and
that while Citigroup will endeavor to compensate Participant in cash for any
fractional shares Participant would otherwise be entitled to receive pursuant to
the terms of an Award, due to foreign exchange controls that may be in effect
from time to time in certain countries, there is no guarantee that such payments
can be made to Participants residing outside of the United States, and the
Company shall not be liable if for such reason payment is not made to a
Participant.
4. Termination and Interruption of
Employment. Participation in the Program, including but not
limited to Participant’s eligibility to vest in an Award pursuant to Section 2,
is conditioned upon Participant’s continuous employment with the Company, except
as otherwise provided below.
For
all purposes related to an Award, Participant’s employment shall be deemed
terminated on the date of Participant’s “separation from service” from the
Company, except where specifically provided otherwise in this
Agreement. Whether a “separation from service” has occurred will be
determined in accordance with the definition of such term in Treas. Reg. §
1.409A-1(h), which, unless provided otherwise by such definition (or elsewhere
in this Agreement in a manner that does not conflict with such definition) shall
be as of Participant’s last day of active service with the Company, regardless
of any entitlement to notice, payment in lieu of notice, severance pay,
termination pay, pension payment, or the equivalent that may be provided by any
other plan, contract, or law.
If
Participant’s continuous employment with the Company terminates or is
interrupted for any reason stated below, Participant’s rights with respect to
the Award will be affected as described below.
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(a) Voluntary
Resignation. If Participant voluntarily terminates his or her
employment with the Company except as expressly provided in Sections 4(i) and
4(j) below, participation in the Program will cease on the date Participant’s
employment is so terminated and Participant shall have no further rights of any
kind with respect to any unvested portion of the Award. Any
previously vested shares, and accrued dividend equivalents, if applicable (less
appropriate withholdings for the payment of taxes), will be distributed to
Participant on the 30th day
after the Award Termination Date.
(b) Disability. If,
prior to the Award Termination Date, Participant provides proof satisfactory to
the Company that Participant has been determined by the United States Social
Security Administration to be totally disabled, any unvested portion of the
Award will vest and the shares so vested and, if applicable, any previously
vested shares, and accrued dividend equivalents, if applicable (less appropriate
withholdings for the payment of taxes), will be distributed to Participant
immediately.
(c) Approved Personal Leave of
Absence (Non-Statutory Leave). Participation in the Program
will continue during the first six months of Participant’s personal leave of
absence, provided that Participant’s leave of absence was approved by management
of Participant’s business unit in accordance with the leave of absence policies
applicable to Participant (an “approved personal leave of
absence”). Any unvested portion of the Award will be canceled as soon
as the approved personal leave of absence has exceeded six
months. Any previously vested shares, and accrued dividend
equivalents, if applicable (less appropriate withholdings for the payment of
taxes), will be distributed to Participant on the 30th day
after the Award Termination Date.
(d) Statutory Leave of
Absence. Participation in the Program will continue during a
leave of absence that is approved by management of Participant’s business unit,
is provided by applicable law and taken in accordance with such law and
applicable Company policy (a “statutory leave of absence”). If a
statutory leave of absence is followed without interruption by an approved
personal leave of absence, any unvested portion of the Award will be canceled as
of the date that the combined leaves, if continuous, have exceeded six
months. Any previously vested shares, and accrued dividend
equivalents, if applicable (less appropriate withholdings for the payment of
taxes), will be distributed to Participant on the 30th day
after the Award Termination Date.
(e) Death. If
Participant’s employment terminates by reason of Participant’s death on or prior
to the Award Termination Date, any unvested portion of the Award will vest and
the shares so vested and, if applicable, any previously vested shares, and
accrued dividend equivalents, if applicable (less appropriate withholdings for
the payment of taxes), will be distributed to Participant’s estate
immediately.
(f) Involuntary
Termination.
(i) If,
prior to a Vesting Date, the Company terminates Participant’s employment for any
reason, any unvested portion of the Award will be canceled as of the termination
date of Participant’s employment. Except as provided by subparagraph
(ii) below, any previously vested shares, and accrued dividend equivalents, if
applicable (less appropriate withholdings for the payment of taxes), will be
distributed to Participant on the 30th day
after the Award Termination Date.
(ii)
Notwithstanding any provisions of this Agreement to the contrary, if on or prior
to the 30th day
after the Award Termination Date the Company terminates Participant’s employment
because of Participant’s “gross misconduct” (as defined below), the right to
receive a distribution of any previously vested shares, and accrued dividend
equivalents, if applicable, will be forfeited. For purposes of this
Agreement, “gross
misconduct” means any conduct that (A) is in competition with the
Company’s business operations, (B) that breaches any obligation that Participant
owes to the Company or Participant’s duty of loyalty to the Company, (C) is
materially injurious to the Company, monetarily or otherwise, or (D) is
otherwise determined by the Personnel and Compensation Committee of the
Citigroup Board of Directors (the “Committee), in its sole discretion, to
constitute gross misconduct. For purposes of this Section 4(f),
“Company” shall
mean Citigroup and any of its subsidiaries.
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(g) 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), participation in the Program will continue,
subject to all other terms and conditions of this Agreement.
(ii) If
Participant transfers to a subsidiary that is not a member of the “controlled
group” of Citigroup (as defined below), any unvested portion of the Award will
be canceled as of the termination date of Participant’s
employment. Any previously vested shares, and accrued dividend
equivalents, if applicable (less appropriate withholdings for the payment of
taxes), will be distributed to Participant on the 30th day
after the Award Termination Date.
For
purposes of this Agreement, “controlled group” has
the meaning set forth in Treas. Reg. § 1.409A-1(h)(3).
(h) Employing Company is Acquired by
Another Entity (Change in Control). If Participant is employed
by a company or other legal entity that is acquired by another entity in a
transaction that is described in Section 409A(a)(2)(A)(v) of the United States
Internal Revenue Code of 1986, as amended (the “Code”) and the
regulations thereunder (a “change in control”),
any unvested portion of the Award will vest immediately and the shares so
vested, and if applicable, any previously vested shares, and accrued dividend
equivalents, if applicable (less appropriate withholdings for the payment of
taxes), will be distributed to Participant on the effective date of the change
in control.
[NOTE:
SUB-PARAGRAPHS (I), (J), (K), AND (L) BELOW DO NOT APPLY TO NAMED EXECUTIVE
OFFICERS IN THE 2009 PROXY STATEMENT]
(i) Satisfying the “Rule of
75.” If Participant voluntarily retires from the Company
having completed a number of full years of service with the Company that, when
added to his or her age, equals at least 75, participation in the Program will
continue. If Participant is not, at any time up to and including the
Award Termination Date, employed by a “significant competitor” of the Company
(as defined in Section 4(l) below), Participant will be entitled to participate
in any vesting pursuant to a Vesting Date that occurs after the date of
Participant’s retirement. Any shares that vested before, or that vest
after Participant’s retirement date, and accrued dividend equivalents, if
applicable (less appropriate withholdings for the payment of taxes), will be
distributed to Participant on the 30th day
after the Award Termination Date.
(j) Satisfying the “Rule of
60.” If Participant does not satisfy the conditions of Section
4(i) above, but voluntarily retires from the Company when Participant (i) is at
least age 50 and has completed at least five full years of service with the
Company and Participant’s age plus the number of full years of service with the
Company equals at least 60, or (ii) is under age 50, but has completed at least
20 full years of service with the Company and Participant’s age plus the number
of full years of service with the Company equals at least 60, then participation
in the Program will continue. If Participant is not, at any time up
to and including the Award Termination Date, employed by a “significant
competitor” of the Company (as defined in Section 4(l) below), Participant will
be entitled to participate in any vesting pursuant to a Vesting Date that occurs
after the date of Participant’s retirement. Any shares that vested
before, or that vest after Participant’s retirement date, and accrued dividend
equivalents, if applicable (less appropriate withholdings for the payment of
taxes), will be distributed to Participant on the 30th day
after the Award Termination Date.
(k) Additional Conditions Applicable
to Post-Employment Participation. The Committee may cancel any
unvested portion of an Award if it determines that Participant has, since the
termination of Participant’s employment with the Company, engaged in conduct
that breaches any obligation or duty of loyalty to the Company or that is
materially injurious to the Company, monetarily or otherwise. For
purposes of this Section 4(k), “Company” shall mean
Citigroup and any of its subsidiaries.
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(l) Definition of “Significant
Competitor.” For purposes of this Agreement, a “significant
competitor” of the Company shall mean any company or other entity
designated by the Committee as such and included on a list of “significant
competitors” that will be made available to Participant and which may be updated
from time to time. If Participant has terminated employment with the
Company, a “significant
competitor” shall mean a company or other entity included on the list in
effect at the time Participant’s employment with the Company was
terminated. For purposes of this Section 4(l), “Company” shall mean
Citigroup and any of its subsidiaries.
5.
Non-Transferability. Neither the Award, nor any portion of the
Award, may be sold, pledged, hypothecated, assigned, margined or otherwise
transferred, other than by will or the laws of descent and distribution, and no
Award or interest or right therein shall be subject to the debts, contracts or
engagements of Participant or his or her successors in interest or shall be
subject to disposition by transfer, alienation, anticipation, pledge,
encumbrance, assignment or any other means whether such disposition be voluntary
or involuntary or by operation of law, by judgment, lien, levy, attachment,
garnishment or any other legal or equitable proceedings (including bankruptcy or
divorce), and any attempted disposition thereof shall be null and void, of no
effect, and not binding on the Company in any way. Participant agrees
that any purported transfer shall be null and void, and shall constitute a
breach of this Agreement causing damage to the Company for which the remedy
shall be a cancellation of the Award. During Participant’s lifetime,
all rights with respect to the Award shall be exercisable only by Participant,
and any and all payments in respect of the Award shall be to Participant
only. The Company shall be under no obligation to entertain,
investigate, respect, preserve, protect or enforce any actual or purported
rights or interests asserted by any creditor of Participant or any other third
party in the Award, and Participant agrees to take all reasonable measures to
protect the Company against any such claims being asserted in respect of
Participant’s Award and to reimburse the Company for any and all reasonable
expenses it incurs defending against or complying with any such third-party
claims if Participant could have reasonably acted to prevent such claims from
being asserted against the Company.
6. Stockholder
Rights. Participant shall have no rights as a stockholder of
Citigroup over any shares covered by an Award, except to the limited extent that
dividend equivalents may be earned with respect to vested shares prior to their
distribution, as provided in Section 2(b).
7. Right of Set
Off. Participant agrees that the Company may, to the extent
permitted by applicable law, retain for itself funds or securities otherwise
payable to Participant pursuant to this Award or any award under any equity
award program administered by Citigroup to offset any amounts paid by the
Company to a third party pursuant to any award, judgment, or settlement of a
complaint, arbitration, or lawsuit of which Participant was the subject; to
satisfy any obligation or debt that Participant owes the Company or its
affiliates; or in the event any equity award is canceled pursuant to its
terms. The Company may not retain such funds or securities and set
off such obligations or liabilities, as described above, until such time as they
would otherwise be distributable to Participant in accordance with the
applicable award terms.
8. Consent to Electronic
Delivery. In lieu of receiving documents in paper format,
Participant hereby agrees, to the fullest extent permitted by law, to accept
electronic delivery of any documents that Citigroup may be required to deliver
(including, but not limited to, prospectuses, prospectus supplements, grant or
award notifications and agreements, account statements, annual and quarterly
reports, and all other forms or communications) in connection with the Award
covered by this Agreement and any other prior or future incentive award or
program made or offered by Citigroup or its predecessors or
successors. Electronic delivery of a document to Participant may be
via a Company e-mail system or by reference to a location on a Company intranet
site to which Participant has access.
9. Plan
Administration. The Award described in this Agreement has been
granted subject to the terms of the Plan, and the shares deliverable to
Participant in connection with an Award will be from the shares available for
grant pursuant to the terms of the Plan.
10. Adjustments. In
the event of any change in Citigroup’s capital structure on account of (i) any
extraordinary dividend, stock dividend, stock split, reverse stock split or any
similar equity restructuring; or (ii) any combination or exchange of equity
securities, merger, consolidation, recapitalization, reorganization, divestiture
or other distribution (other than ordinary cash dividends) of assets to
stockholders, or any other similar event affecting Citigroup’s capital
structure, to the extent necessary to prevent the enlargement or diminution of
the rights of Participants, the Committee shall make such appropriate equitable
adjustments as may be permitted by the terms of the Plan and applicable law, to
the Trigger Price Conditions and to the number or kind of shares subject to an
Award. All such adjustments shall conform to the requirements of
Section 409A of the Code, to the extent applicable, and with respect to Awards
intended to qualify as “performance-based compensation” under
Section 162(m) of the Code, such adjustments or substitutions shall be made
only to the extent that the Committee determines that such adjustments or
substitutions may be made without causing the Company to be denied a tax
deduction on account of Section 162(m) of the Code, without regard to subsection
(m)(5) thereof. Citigroup shall give each Participant notice of an
adjustment hereunder and, upon notice, such adjustment shall be conclusive and
binding for all purposes. Notwithstanding the foregoing, the
Committee may, in its discretion, decline to adjust any Award made to a
Participant, if it determines that such adjustment would violate applicable law
or result in adverse tax consequences to the Participant or the Company, and
neither the Committee nor Citigroup shall be bound to compensate any Participant
for any such adjustment not made, nor shall they be liable to Participant for
any additional personal tax or other consequences of any adjustments that are
made to an Award.
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11. Taxes and Tax Residency
Status. By accepting the Award, Participant agrees to pay all
applicable income and/or social taxes and file all required tax returns in all
jurisdictions where Participant is subject to tax and/or an income tax filing
requirement. If Participant is an employee in one of Citigroup’s
expatriate programs, he or she agrees to pay all applicable income and/or social
taxes and file all tax returns in accordance with the applicable expatriate
policy. To assist Citigroup in achieving full compliance with its
obligations under the laws of all relevant taxing jurisdictions, Participant
agrees to keep complete and accurate records of his or her income tax residency
status and the number and location of workdays outside his or her country of
income tax residency from the date of an Award until the later of the vesting of
an Award or the subsequent sale of any shares received in connection with an
Award. By signing this Agreement, Participant also agrees to provide,
upon request, information about his or her tax residency status to Citigroup
during such period. Participant will be responsible for any income
tax due, including penalties and interest, arising from any misstatement by
Participant regarding such information.
12. Entire Agreement; No Right to
Employment. The Prospectus and the Agreement constitute the entire
understanding between the Company and Participant regarding the Award and
supersede all previous written, oral, or implied understandings between the
parties hereto about the subject matter hereof, including any written or
electronic agreement, election form or other communication to, from or between
Participant and the Company. Nothing contained herein, in the Plan,
or in any Prospectus shall confer upon Participant any rights to continued
employment or employment in any particular position, at any specific rate of
compensation, or for any particular period of time.
13. Amendment. The
Committee may in, its sole discretion, modify, amend, terminate or suspend the
Award or the Program at any time, except that no termination, suspension,
modification or amendment of the Award or the Program shall (i) cause the Award
or the Program to become subject to, or violate, Section 409A of the Code or
EESA (as defined in Section 15), or (ii) except as provided in Section 16(a) of
the Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder or as described in Section 15 hereof, adversely affect Participant’s
rights with respect to the Award, as determined by the Committee, without
Participant’s written consent.
14.
Section 409A Compliance.
(a) Participant understands
that as a result of Section 409A to the Code, if Participant is a U.S. taxpayer
he or she could be subject to adverse tax consequences if the Award, the Program
and/or the Plan are not administered in accordance with the requirements of
Section 409A of the Code. Citigroup may modify the provisions of the
Award, the Program and/or the Plan, as necessary, to conform them to the
requirements of Section 409A of the Code or other changes in applicable
law. To the extent Citigroup amends the Award, the Program or the
Plan, Participant will receive a supplement to the Prospectus describing any
such changes.
(b) BY
ACCEPTING THIS AWARD, PARTICIPANT HEREBY CONSENTS TO THE AMENDMENT OR
MODIFICATION OF ANY OUTSTANDING AWARD(S) HERETOFORE GRANTED TO OR ENTERED INTO
WITH PARTICIPANT, IN LIKE MANNER AND PURPOSE AS PROVIDED BY SECTION 14(a) OF
THIS AGREEMENT, TO THE EXTENT ANY SUCH AWARDS MAY VIOLATE SECTION 409A OF THE
CODE; PROVIDED, HOWEVER, THAT (i) UNLESS THE COMMITTEE DETERMINES OTHERWISE, ANY
AMENDMENT OR MODIFICATION TO OUTSTANDING AWARD(S) PURSUANT TO THIS SECTION 14(b)
SHALL MAINTAIN, TO THE MAXIMUM EXTENT PRACTICABLE, THE ORIGINAL INTENT OF THE
APPLICABLE PROVISION WITHOUT CONTRAVENING THE PROVISIONS OF SECTION 409A OF THE
CODE. THE AMENDMENT OR MODIFICATION OF ANY AWARD(S) PURSUANT TO THIS
PROVISION SHALL BE AT THE COMPANY’S SOLE DISCRETION AND THE COMPANY SHALL NOT BE
OBLIGATED TO AMEND OR MODIFY ANY SUCH AWARD(S) OR THIS AWARD, THE PROGRAM OR THE
PLAN, NOR SHALL THE COMPANY BE LIABLE FOR ANY ADVERSE TAX OR OTHER CONSEQUENCES
TO PARTICIPANT RESULTING FROM SUCH AMENDMENTS OR MODIFICATIONS OR THE COMPANY’S
FAILURE TO MAKE ANY SUCH AMENDMENTS OR MODIFICATIONS FOR PURPOSES OF COMPLYING
WITH SECTION 409A OF THE CODE OR FOR ANY OTHER PURPOSE. TO THE EXTENT
CITIGROUP AMENDS OR MODIFIES ANY OUTSTANDING AWARD(S) OR THIS AWARD PURUSANT TO
SECTIONS 13 OR 14 OF THIS AGREMENT, PARTICIPANT SHALL RECEIVE A SUPPLEMENT TO
THE PROSPECTUS DESCRIBING ANY SUCH CHANGES AND, UNLESS THE COMMITTEE DETERMINES
OTHERWISE, THE CHANGES DESCRIBED IN THE SUPPLEMENT SHALL BE DEEMED TO AMEND THE
TERMS AND CONDITIONS OF THE APPLICABLE AWARD AGREEMENTS.
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15. Compliance with Emergency
Economic Stabilization Act of 2008. Participant acknowledges
that if Participant and any Award governed by this Agreement are subject to
Section 111 of the Emergency Economic Stabilization Act of 2008 and any
regulations or interpretations that may from time to time be promulgated
thereunder (“EESA”), then any payment of any kind provided for by this Agreement
must comply with EESA, and that this Agreement shall be interpreted or reformed
to so comply. If the making of any payment pursuant to this Agreement
would violate EESA, or if the making of such payment may in the judgment of the
Company limit or adversely impact the ability of the Company to participate in,
or the terms of the Company’s participation in, the Troubled Asset Relief
Program, the Capital Purchase Program, or to qualify for any other relief under
EESA, Participant shall be deemed to have waived his or her right to such
payment. In addition, if applicable, Participant acknowledges that
the Award is subject to forfeiture or repayment if the Award is based on
performance metrics that are materially inaccurate. If applicable,
Participant also hereby grants to the U. S. Treasury and the Company a waiver
releasing the U.S. Treasury and the Company from any claims that Participant may
otherwise have as a result of the issuance of any regulations which adversely
modify the terms of an Award that would not otherwise comply with the executive
compensation and corporate governance requirements of EESA or any securities
purchase agreement or other agreement entered into between the Company and the
U.S. Treasury pursuant to EESA.
16. Arbitration; Conflict; Governing
Law. Any disputes related to the Award shall be resolved by
arbitration in accordance with the Company’s arbitration policies. In
the absence of an effective arbitration policy, Participant understands and
agrees that any dispute related to an Award shall be submitted to arbitration in
accordance with the rules of the American Arbitration Association, if so elected
by the Company in its sole discretion. In the event of a conflict
between the Prospectus and this Agreement, this Agreement shall
control. In the event of a conflict between this Agreement and the
Plan, the Plan shall control. 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, but not limited to, the construction, application,
validity and administration of the Program.
17.
Disclosure Regarding Use of Personal Information and Participant’s
Consent.
(a) Definition and Use of “Personal
Information.” In connection with the grant of this Award, and
any other award under the Program or any other equity award program, and the
implementation and administration of any such program, including, without
limitation, Participant’s actual participation, or consideration by the Company
for potential future participation, in any program at any time, it is or may become
necessary for the Company to collect, transfer, use, and hold certain personal
information regarding Participant in and/or outside of Participant’s home
country.
The
“personal
information” that Citigroup may collect, process, store and transfer for
the purposes outlined above may include Participant’s name, nationality,
citizenship, tax or other residency status, work authorization, date of birth,
age, government/tax identification number, passport number, brokerage account
information, GEID or other internal identifying information, home address, work
address, job and location history, compensation and equity award information and
history, business unit, employing entity, and Participant’s beneficiaries and
contact information. Participant may obtain more details regarding
the access and use of his/her personal information, and may correct or update
such information, by contacting his/her human resources representative or local
equity coordinator.
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Use,
transfer, storage and processing of personal information, electronically or
otherwise, may be in connection with the Company’s internal administration of
its equity award programs, or in connection with tax or other governmental and
regulatory compliance activities directly or indirectly related to an equity
award program. For such purposes only, personal information may be
used by third parties retained by the Company to assist with the administration
and compliance activities of its equity award programs, and may be transferred
by the company that employs (or any company that has employed) Participant from
Participant’s home country to other Citigroup entities and third parties located
in the United States and in other countries. Specifically, those
parties that may have access to Participant’s information for the purposes
described herein include, but are not limited to, (i) human resources personnel
responsible for administering the equity award programs, including local and
regional equity award coordinators, and global coordinators located in the
United States; (ii) Participant’s U.S. broker and equity account administrator
and trade facilitator; (iii) Participant’s U.S., regional and local employing
entity and business unit management, including Participant’s supervisor and
his/her superiors; (iv) the Committee or its designee, which is responsible for
administering the Plan; (v) Citigroup’s technology systems support team (but
only to the extent necessary to maintain the proper operation of electronic
information systems that support the equity award programs); and (vi) internal
and external legal, tax and accounting advisors (but only to the extent
necessary for them to advise the Company on compliance and other issues
affecting the equity award programs in their respective fields of
expertise). At all times, Company personnel and third parties will be
obligated to maintain the confidentiality of Participant’s personal information
except to the extent the Company is required to provide such information to
governmental agencies or other parties. Such action will always be
undertaken only in accordance with applicable law.
(b) Participant’s
Consent. BY ACCEPTING THIS AWARD, PARTICIPANT EXPLICITLY
CONSENTS (I) TO THE USE OF PARTICIPANT’S PERSONAL INFORMATION FOR THE PURPOSE OF
BEING CONSIDERED FOR PARTICIPATION IN FUTURE EQUITY OR OTHER AWARD PROGRAMS (TO
THE EXTENT HE/SHE IS ELIGIBLE UNDER APPLICABLE PROGRAM GUIDELINES, AND WITHOUT
ANY GUARANTEE THAT ANY AWARD WILL BE MADE); AND (II) TO THE USE, TRANSFER,
PROCESSING AND STORAGE, ELECTRONICALLY OR OTHERWISE, OF HIS/HER PERSONAL
INFORMATION, AS SUCH USE HAS OCCURRED TO DATE, AND AS SUCH USE MAY OCCUR IN THE
FUTURE, IN CONNECTION WITH THIS OR ANY OTHER EQUITY OR OTHER AWARD, AS DESCRIBED
ABOVE.
***
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