Exhibit 10.1
[FORM OF CITIGROUP NON-EMPLOYEE DIRECTOR EQUITY AWARD AGREEMENT]
Citigroup Inc.
Non-Employee Director Equity Award Agreement
1. Award Agreement. Citigroup Inc. (the "Company") hereby grants to {NAME} (the
"Participant"), the award(s) summarized below, pursuant to the terms of the
Citigroup Inc. Amended and Restated Compensation Plan for Non-Employee
Directors, as amended (the "Director Plan"). Compensation under the Director
Plan has a cash component and an equity component. This Non-Employee Director
Equity Award Agreement, including the attached Appendix (together, the
"Agreement"), sets forth the terms, conditions and restrictions of the equity
component of your compensation in accordance with your elections under the
Director Plan. Your award is also governed by the terms of the Citigroup 1999
Stock Incentive Plan (the "1999 Plan").
2. Award Summary.
Deferred Stock Award Summary
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Award Date: {AWARD DATE}
Number of Shares: {# SHARES}
Vesting Date: {VESTING DATE}1
Stock Option Grant Summary
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Grant Date: {GRANT DATE}
Xxxxx Xxxxx: {$ Xxxxx Xxxxx per share}2
Number of Shares: {#OPTION SHARES}
Vesting Date: {VESTING DATE}3
Option Expiration Date: {EXPIRATION DATE}4
CITIGROUP INC.
By:
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[Name]
[Title]
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1 No earlier than the second anniversary of the award date.
2 No less than the fair market value on the trading day
immediately prior to the grant date.
3 No earlier than the second anniversary of the grant date.
4 No later than the sixth anniversary of grant date.
CITIGROUP INC.
NON-EMPLOYEE DIRECTOR EQUITY AWARD AGREEMENT
APPENDIX
This Appendix constitutes part of the Non-Employee Director Equity Award
Agreement (the "Agreement") and is applicable to the award(s) dated [MONTH]
[DAY], [YEAR], summarized on the first page of this Agreement. This Appendix
sets forth the terms and conditions and other information applicable to the
deferred stock award (a "Deferred Stock Award") and non-qualified stock option
grant (an "Option"), if applicable, described in the Agreement, made to
Participant under the Director Plan. A Deferred Stock Award and an Option grant
(if applicable) are hereinafter referred to as an "Award". An Award is
denominated in shares of Company common stock, par value $.01 per share
(referred to herein as "shares" or "Company stock").
1. Terms and Conditions. The terms, conditions and restrictions of an Award are
set forth below. The provisions of your Award, along with other important
information, are summarized in the Deferred Stock and Stock Option Election
Program for Non-Employee Directors prospectus dated [MONTH] [DAY], [YEAR], and
any applicable prospectus supplement (together, the "Prospectus").
2. Vesting. Shares underlying the Deferred Stock Award will be distributed to
Participant as soon as practical following the vesting date set forth in the
Deferred Stock Award Summary of the Agreement; provided, however, that if
Participant elected to defer the distribution of such shares pursuant to the
Director Plan, then such shares will be distributed to Participant in accordance
with his or her deferral election. An Option will vest and become exercisable on
the vesting date set forth in the Stock Option Grant Summary of the Agreement.
In all cases, vesting of an Award is conditioned on Participant's continuous
service on the Board of Directors of the Company (the "Board") up to and
including the scheduled vesting date of the Award, except as otherwise provided
in Section 4 below.
3. Stock Options. Participants may elect to receive all or a part of their
compensation under the Director Plan (other than Committee Chair fees) in the
form of a stock option. The number of option shares will be calculated in the
same manner as that used for Company's employee stock option program. An Option
(if granted and vested) may be exercised in whole or in part by Participant upon
notice to the Company, together with provision for payment of the xxxxx xxxxx,
as shown in the Stock Option Grant Summary of the Agreement. The currently
available option exercise methods are described in the Prospectus.
4. Retirement, Death, Etc. If Participant retires from the Board at age 72,
dies, or if the Participant elects to leave the Board for personal reasons
approved by the Personnel and Compensation Committee of the Board (the
"Committee"), Participant's Award will vest and the shares subject to the
Deferred Stock component of the Award will be distributed to Participant (or his
or her beneficiaries, as the case may be) in accordance with Participant's
elections under the Director Plan and any Option granted will remain exercisable
by Participant (or his or her estate, as the case may be) for two (2) years (but
in no event after the Option Expiration Date set forth on in the Stock Option
Grant Summary of the Agreement) following the Participant's termination of
service as a director.
5. Non-Transferability. Except as otherwise determined by the Committee, neither
the Award, nor any component of the Award, may be sold, pledged, hypothecated,
assigned, margined or otherwise transferred (including pursuant to bankruptcy,
divorce or any other legal or equity proceeding), other than by will or the laws
of descent and distribution. Except as otherwise determined by the Committee,
during Participant's lifetime, all rights with respect to the Award, including
any component thereof, shall be exercisable only by Participant, and any and all
payments in respect of the Award shall be to Participant only.
6. Stockholder Rights. Participant shall have no rights as a stockholder of the
Company over any shares covered by an Award unless and until the shares subject
to a Deferred Stock Award are distributed to Participant or upon Participant's
receipt of shares in connection with the exercise of any Option subject to such
Award.
7. Plan Administration. The Award described in this Agreement has been granted
subject to the terms of the Director Plan. The shares deliverable to Participant
in connection with an Award, whether upon the exercise of an Option or the
distribution of shares subject to a Deferred Stock Award, will be from the
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shares available for grant pursuant to the terms of the 1999 Plan. The Board may
terminate or suspend the Director Plan and/or 1999 Plan, and may amend, subject
to the approval of stockholders, if required, the Director Plan and/or the 1999
Plan, at any time. No termination, suspension or amendment of the Director Plan
and/or the 1999 Plan shall adversely affect the right of any participant with
respect to any Award theretofore granted without such participant's written
consent.
8. Adjustments. In the event of any change in the Company's capital structure on
account of any extraordinary dividend, stock dividend, stock split, reverse
stock split, 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 the Company stock, the Committee may make such
adjustments as it may deem appropriate, in its sole discretion, and as may be
permitted by the terms of the 1999 Plan and applicable law, to the number or
kind of shares subject to an Award and/or the xxxxx xxxxx applicable to an
Award. The Company shall give each participant notice of an adjustment hereunder
and, upon notice, such adjustment shall be conclusive and binding for all
purposes.
9. Taxes. 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.
10. American Jobs Creation Act of 2004. Participant understands that as a result
of the American Jobs Creation Act of 2004 (the "Act"), the tax consequences
described in the Prospectus under "Tax Consequences" may be subject to change,
and that if Participant is a U.S. taxpayer he or she could be subject to adverse
tax consequences if the Director Plan and/or the 1999 Plan are not conformed to
the requirements of the Act. The Company intends to modify the provisions of the
Director Plan and/or the 1999 Plan, as necessary, to conform them to the
requirements of the Act. To the extent the Company deems it necessary or
appropriate to amend the Director Plan and/or the 1999 Plan to conform with the
Act, Participant shall receive a supplement to the Prospectus describing any
such changes. In addition, if necessitated by the Act, the Company may consider
the Award or any component thereof described in the Award Summary of this
Agreement, void in its sole discretion. Furthermore, Participant may, in the
Company's sole discretion, be given the opportunity to revoke (i) any election
Participant made with respect to the Award or any component thereof described in
the Award Summary of this Agreement, or (ii) his or her participation in the
Director Plan and/or the 1999 Plan in the event that the Director Plan or the
1999 Plan cannot be brought into compliance with the Act.
11. Conflicts; Governing Law. 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/or the 1999 Plan and the Director Plan, the Director
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 Director Plan.
12. Arbitration. Any disputes related to the Award, or any component thereof,
shall be resolved by arbitration in accordance with the Company's arbitration
policies and Section 9(i) of the Director Plan.
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