July 25, 2008 Michael S. Klein Citigroup Inc. New York, NY 10022 Dear Michael:
July
25,
2008
Xxxxxxx
X. Xxxxx
000
Xxxx
Xxxxxx
Xxx
Xxxx,
XX 00000
Dear
Xxxxxxx:
This
Letter Agreement, together with the attachment hereto (collectively, the
“Agreement”), reflects our mutual understanding with respect to your resignation
from Citigroup Global Markets Inc. (the “Company”) and sets forth the payments
and benefits that you will be eligible to receive under this Agreement. For
purposes of this Agreement, “Citigroup” shall mean Citigroup Inc., together with
its subsidiaries and their affiliates, including, but not limited to, the
Company.
1. Termination
Date.
You have
advised us that you resigned from your position as Chairman of the Institutional
Clients Group and Vice Chairman of Citigroup effective July 21, 2008 (the
"Notice Date"), and you will separate from employment with the Company and
Citigroup effective September 2, 2008 (the "Termination Date"). As of the Notice
Date, you resigned from your status as an officer or director of any parent,
subsidiary or affiliate of the Company or a member of any board or internal
management committee of Citigroup.
2. Payments
through the Termination Date. Until
the
close of business on the Termination 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 broad-based employee benefits
commensurate with the level and type of benefits you currently receive. Through
the Termination Date, you will continue to work on client matters at Citigroup’s
reasonable request. You are covered by the Stock Ownership Commitment and the
Loan Policy through the Notice Date and by the Personal Trading Policy until
the
close of business on the Termination Date.
3. Post-Termination
Health and Welfare Benefits.
Following the Termination Date, you will be eligible for medical and other
benefits pursuant to the terms of the broad-based plans and programs and any
changes thereto, and additional information concerning such benefits has been
or
will be provided to you under separate cover.
4. Other
Payments and Benefits.
If you
sign the General Release in the form attached hereto as Attachment A (“General
Release”) and do
not
revoke it during the Revocation Period (as defined in paragraph 17(b) below),
then after the expiration of the Revocation Period, you will receive the
following payments and benefits, subject to the conditions set forth in
paragraph 4 hereof. 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, absent this Agreement,
and shall be paid or provided to you in accordance with and subject to the
terms
hereof notwithstanding any provision in any applicable plan or agreement to
the
contrary.
1
(a) Your
nonvested basic shares granted under the Capital Accumulation Program (“CAP”),
your Supplemental CAP shares and the portion of your premium CAP shares
pro-rated through the Termination Date granted on January 18, 2005, January
17,
2006, and January 16, 2007 will vest on the Termination Date, and be delivered
on the first day following the expiration of six months after your separation
from service, as defined in paragraph 15 hereof. On August 1, 2008, you will
receive in cash (less applicable withholdings and deductions) an amount equal
to
the sum of (i) the balance of your Account under the Deferred Cash Retention
Plan as of such payment date, and (ii) the amount, if any, by which such balance
is less than the initial value of your Account. On March 31, 2009, subject
to
your compliance through such date with the restrictive covenants contained
in
paragraph 7, you will receive in cash (less applicable withholdings and
deductions) an amount equal to the aggregate initial value on the award date
of
your special equity awards granted on January 22, 2008, which awards are
cancelled.
(b) All
your
outstanding employee stock options vested by their terms prior to the Notice
Date. These vested employee stock options will remain exercisable for the
periods after your Termination Date in accordance with their existing terms
and
as specified in the applicable plans and prospectuses.
(c)You
will
be paid $7,500,000 (less applicable deductions and withholdings) on March 31,
2009, and you will be paid $7,500,000 (less applicable deductions and
withholdings) on October 5, 2009, each payment being subject to your compliance,
through the date on which such payment is to be made, with the restrictive
covenants in paragraph 7.
(d)The
Company will provide you with an office and your current secretarial support
in
midtown Manhattan through the earlier of (i) your commencement of employment
elsewhere or (ii) July 31, 2009, subject to your compliance through such earlier
date with the restrictive covenants contained in paragraph 7. The Company shall
not seek reimbursement for any office and support provided pursuant to this
paragraph 4(d). Please be advised that some portion of the benefits described
in
this subparagraph may be taxable income to you.
5. Pension,
401(k) and Other Plans and Programs.
(a) The
Company acknowledges that your account balances under Citigroup’s qualified and
nonqualified retirement plans in which you are a participant are already 100%
vested, remain unaffected by the Agreement and shall be paid in accordance
with
the terms of the plans. Additional information concerning these plans has been
or will be provided to you under separate cover.
2
(b) Your
participation in the Citigroup co-investment programs or funds in which you
have
invested will not be affected by your separation and will be governed by the
terms of the private placement memorandum and the partnership agreement for
each
fund; each such fund is fully invested, all leverage has fully vested, and
as
such you are and will be entitled to distributions as if you had remained
employed by Citigroup.
(c) Except
as
otherwise provided by this Agreement, any amounts or benefits that are vested
benefits or that you are otherwise entitled to receive under any other plan,
policy, practice or program of the Company or Citigroup shall be payable 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. Without limiting the generality of the foregoing, any
amounts payable to you pursuant to the Management Committee Long-Term Incentive
Program shall be paid to you in accordance with the terms and conditions of
such
plan.
(d) You
will
continue to participate in Citigroup's tax preparation program for current
and
former employees covered under Citigroup's formal expatriate program for tax
years 2008 and 2009, unless otherwise required by your new employer or principal
business. You agree that, in accordance with the terms of such program, any
tax
refunds or tax credits in respect of taxes paid by Citigroup on your behalf
are
or will be assigned to Citigroup. The amount of
expenses eligible for reimbursement, or in-kind benefits to be
provided, under such program in any calendar year shall not affect the
expenses eligible for reimbursement, or in-kind benefits to be provided, under
the program in any other calendar year. Reimbursement of any such eligible
expense shall be made by no later than the last day of the calendar year after
the year in which such expense is incurred. Your right to reimbursement or
in-kind benefits under such program shall not be subject to liquidation or
exchange for another benefit.
6. Citigroup
Credit Card.
You
agree to pay any unpaid, outstanding balance due on your Citigroup business
credit card as soon as practicable following the Termination Date. Citigroup
agrees to promptly reimburse you for all business expenses you incur prior
to
the Termination Date pursuant to its general expense reimbursement
policies.
7. Certain
Covenants.
(a) Given
your senior position at Citigroup, your substantial knowledge of Citigroup’s
clients and personnel and your substantial knowledge of Citigroup’s operations
and strategy, you acknowledge and understand that you have the ability to
effectively compete with Citigroup.
(b) Accordingly,
you agree that, from the Notice Date through and including October 4, 2009
(the
"Restricted Period"):
(i)
you
will
not, directly or indirectly, accept employment with; become a consultant or
advisor to; accept membership onto any board of; join any venture with (except
as a passive investor); accept any remuneration from; solicit clients or
potential clients on behalf of; solicit, hire or recruit any employee on behalf
of; or, otherwise become affiliated or associated with any of the following
investment firms or banks: Barclays PLC; Credit Suisse Group; Deutsche Bank
AG;
Xxxxxxx Xxxxx Group, Inc.; HSBC Holdings PLC; XX Xxxxxx Chase & Co.; Lazard
Ltd.; Xxxxxx Brothers Holdings Inc.; Xxxxxxx Xxxxx & Co.; Xxxxxx Xxxxxxx;
The Royal Bank of Scotland Group PLC; and UBS A.G. (each an “Entity”) or any
entity or person in which an Entity has a direct or indirect interest of at
least 33 1/3% (an “Affiliate”); provided, however, that if an Entity or an
Affiliate is acquired by (in whole or part), itself acquires (in whole or part),
merges with, or has any business combination transaction whatsoever with any
organization with which you are employed or affiliated, you will not engage
in
otherwise restricted activities with the successor business that includes the
business of the Entity or Affiliate unless they were permitted under paragraph
7
hereof immediately prior to the effective date of such transaction;
3
(ii) you
will
not, directly or indirectly, solicit, recruit, hire or otherwise induce any
employee of Citigroup as of July 21, 2008 (with the exceptions of your current
secretarial assistants and your current chief of staff) who had total annual
compensation for 2008 of $100,000 or more (an “Employee”) to either leave
Citigroup or join any other business;
(iii) for
yourself or on behalf of any third party, you will not, directly or indirectly,
solicit or otherwise induce any client of Citigroup with which you had
substantive contact to reduce or terminate its relationship with Citigroup
or
otherwise solicit any existing business of Citigroup away from Citigroup.
Notwithstanding
(i), (ii) or (iii) above, you are expressly permitted to:
|
(A)
|
become
a special, general or limited partner or member or officer, director
or
employee or affiliate of a corporation, firm, partnership, LLC, joint
venture or other business organization engaged principally in alternative
asset management and specifically including without limitation an
alternative asset manager principally engaged in a private equity
or hedge
fund business (as those terms are commonly understood) or similar
business
(together with affiliates, “AAM”);
and
|
|
(B)
|
personally
or on behalf of such AAM contacting or soliciting or otherwise inducing
clients or customers of Citigroup with respect to investments or
potential
investments in, with or by the AAM or any fund sponsored by the AAM
or any
portfolio company of such fund or the entering into with such clients
or
customers of investment(s);
|
|
(C)
|
the
relationships permitted under Section 7(b)(A) and (B) shall not
include an AAM controlled by an Entity or Affiliate on the date the
affiliation with such AAM commences as contemplated by (A) above;
provided, however, if subsequent to the Effective Date an AAM with
which
you are engaged in any business is acquired by or acquires or merges
with
an Entity or an Affiliate (a “Qualifying Transaction”) (a) you may, as
part of the activities permitted in Section 7(b)(B), participate
in the
Qualifying Transaction but following consummation of the Qualifying
Transaction will continue to be subject to Section 7(b)(i) with respect
to
such Entity or Affiliate involved in the Qualifying Transaction other
than
the AAM with which you were affiliated prior to such Qualifying
Transaction; and
|
4
|
(D)
|
you
are permitted to engage in such activities as are customarily undertaken
by or on behalf of an AAM other than an Entity or an Affiliate; provided
that notwithstanding the foregoing, financial advisory, investment
banking
and other investment banking activities, other than in connection
with the
investment activities of the AAM, are expressly
prohibited.
|
(c) The
foregoing restrictions shall not prohibit any entity with whom you may have
an
employment relationship (an “Employing Entity”) from independently soliciting,
recruiting, offering employment to or hiring an Employee; provided that you
do
not have a direct or indirect role whatsoever, including the providing of an
opinion or recommendation with respect to any Employee, in connection with
the
recruitment, solicitation, offering of employment to, or hiring of such
Employee.
(d)
You
recognize, acknowledge and agree that certain of the payments and benefits
provided for in paragraph 4 are expressly contingent on your compliance with
the
conditions of this paragraph 7, and Citigroup recognizes, acknowledges and
agrees that any payment or benefit not made expressly contingent on compliance
with the conditions of paragraph 7 is not subject to such conditions. You shall
be required to certify in writing to Citigroup that you have fully complied
with
the conditions of this paragraph 7 before any cash payment so subject to these
conditions is made by Citigroup to you. Should you fail to perform your
obligations under this paragraph 7, the Company shall have no obligation to
make
any subsequent payments described in paragraph 4 that are subject to the
conditions of paragraph 7, or to continue to provide the benefits described
in
paragraph 4(d).
(e)
You
acknowledge and agree that given the role and opportunity you have had with
Citigroup, the covenants contained in this paragraph 7 are reasonable,
constitute an important part of the consideration provided to you under this
agreement, and will not unnecessarily or unreasonably restrict your professional
opportunities.
(f)
Notwithstanding
anything to the contrary contained herein or the terms of any other award or
other agreement between you and Citigroup or of any severance, compensation,
equity or benefit plan of Citigroup in which you may from time to time
participate or which is binding on you, the restrictive covenants set forth
in
this paragraph 7 supersede and replace the restrictive covenants of the same
type contained in any other award and other agreements between you and Citigroup
and in any severance, compensation, equity and benefit plan of Citigroup in
which you may from time to time participate or which is binding on
you.
8. 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 the Company, 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.
5
9. Non-Disparagement.
You
agree not to disparage or denigrate Citigroup or the Releasees orally or in
writing. Citigroup agrees not to disparage or denigrate you or your agents,
assignees, attorneys, heirs, executors and administrators orally or in writing,
and agrees to direct its directors and executive officers not to disparage
or
denigrate you or your agents, assignees, attorneys, heirs, executors and
administrators. Nothing
in this paragraph 9 will prevent either party from making a truthful statement
in response to a statement by the other party that violates this paragraph
9, or
will prevent either party from providing truthful, non-confidential,
non-privileged information concerning your employment or Citigroup’s business
activities to any government, regulatory or self-regulatory agency, or court
of
law as necessary or appropriate in any litigation or other proceeding
(including, but not limited to, arbitration). Nothing in this paragraph 9 shall
be construed to limit or prohibit conduct permitted by paragraph 10.
10. Citigroup
Property and Proprietary Information.
(a) You
agree
to return all Citigroup property in your possession, custody or control. You
will be entitled to retain permanently (i) papers and other materials of a
personal nature, including without limitation personal photographs, personal
correspondence, personal diaries, personal calendars and personal rolodexes,
personal phone books and files relating to your personal affairs, provided
that
no Proprietary Information (as defined herein) is contained therein, (ii)
information showing your compensation or relating to your reimbursement of
business related expenses, (iii) information you reasonably believe may be
needed for the planning and preparation of your personal tax returns and (iv)
copies of Citigroup plans and agreements relating to your employment with or
termination from Citigroup. 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 identities and 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 (w) required by law or by a
Relevant Authority with jurisdiction to order you to divulge, disclose or make
accessible such information; (x) necessary in order to cooperate with Citigroup
(or its designee) in accordance with paragraph 12 below; (y) with respect to
any
litigation, arbitration or mediation involving this Agreement; or (z) as to
Proprietary Information that Citigroup has disclosed that becomes generally
known to the public or within the relevant trade or industry. Prior to any
disclosure, however, you shall, except as otherwise prohibited by law, give
notice to Citigroup’s General Counsel in accordance with paragraph 20 below of
any such requirement of law or request or demand by a Relevant Authority for
Proprietary Information as promptly as reasonably possible upon your receipt
of
same and shall reasonably cooperate with Citigroup in any application Citigroup
(or its designee) may make seeking a protective order barring disclosure of,
or
protecting the confidentiality of such Proprietary Information, the terms of
such cooperation contemplated by this paragraph 10(a) being set forth in
paragraph 12 hereof.
6
(b) For
purposes of this Agreement, a “Relevant Authority” is any domestic or
international court of law, governmental or regulatory agency or self-regulatory
organization having supervisory authority over the business of the Company
and
Citigroup or any domestic or international arbitral, administrative, judicial
or
legislative body (including a committee thereof), including the U.S. Securities
and Exchange Commission (“SEC”), the New York Stock Exchange (“NYSE”), the
National Association of Securities Dealers, Inc. (“NASD”), or the Financial
Industry Regulatory Authority (“FINRA”).
11. Confidentiality.
(a) You
represent that at all times prior to the execution of this Agreement you have
kept, and on the date of and after the execution of this Agreement you agree
that you will keep, the existence and terms of this Agreement that have not
otherwise been publicly disclosed by Citigroup and any discussions with an
authorized representative of the Company that directly relate to it strictly
confidential. You also agree that neither you nor anyone acting on your behalf
will disclose such information, directly or indirectly to any third party,
unless such information has been publicly disclosed by Citigroup.
Notwithstanding anything contained herein to the contrary, you may disclose
the
existence and terms of this Agreement and such discussions (i) as required
by
law or by a Relevant Authority with jurisdiction to order you to divulge,
disclose or make accessible such information; (ii) as necessary in a litigation
or other legal proceeding, including without limitation in connection with
the
enforcement of this Agreement; (iii) as necessary in order to cooperate with
Citigroup (or its designee) in accordance with paragraph 12 below; (iv) as
necessary, to your spouse, immediate family, attorney, personal tax and
financial advisors, or other professional advisors and (v) only to the extent
otherwise consistent with the restrictions contained in paragraphs 7, 9 and
11
of this Agreement, to executive
search firms with whom you are discussing job opportunities, prospective
employers or business associates or partners,
provided that in each instance under clauses (iv) and (v) of this paragraph
11(a) you first secure the agreement of any person to whom you are disclosing
such information to keep such terms of this Agreement strictly confidential.
Prior to any disclosure in the case of clause (i) above, you shall give notice
to Citigroup’s General Counsel in accordance with paragraph 20 below, of any
attempts to compel disclosure as required by law or a Relevant Authority as
promptly as reasonably possible upon your receipt of same and shall reasonably
cooperate with Citigroup in any application Citigroup (or its designee) may
make
seeking a protective order barring disclosure of, or protecting the
confidentiality of, the terms of this Agreement, the terms of such cooperation
being set forth in paragraph 12 hereof.
(b) In
connection with your tax preparation for periods after the Termination Date,
Citigroup shall not have access to your personal financial information;
provided, however, that if you use a tax preparer other than the outside tax
preparer used in the Citigroup expatriate program, your tax preparer shall
provide the outside Citigroup tax preparer all personal financial information
necessary to ensure compliance with the terms of the expatriate program and
paragraph 5(d) hereof.
7
12.
Cooperation.
(a)
You
agree
to cooperate with Citigroup and its attorneys as may be reasonably required,
in
connection with any past, present or future legal matter involving the Company
or Citigroup or in connection with any ongoing or future investigation or claim
of any kind involving the Company or Citigroup, including any formal or informal
proceeding before any Relevant Authority (including responding to any formal
or
informal requests for documents or testimony), with the understanding that
any
meetings you are requested to attend are scheduled on reasonable prior notice
and during normal business hours. Citigroup agrees to reasonably cooperate
with
you and your attorneys as may reasonably be required in connection with any
of
the foregoing matters.
(b)
You
further agree, unless otherwise prohibited by law, to execute and deliver any
documents that are reasonable and customarily associated with carrying out
the
provisions of this paragraph 12. You further agree that you will promptly advise
Citigroup of any contact made by adverse counsel in any proceeding involving
Citigroup and should you speak with such adverse counsel, you will allow legal
counsel for Citigroup to attend such interview to prevent disclosure of
privileged or confidential information.
(c) Citigroup
will promptly reimburse you for the reasonable expenses incurred by you as
a
result of providing such cooperation, upon the submission of the appropriate
documentation to Citigroup. Such expenses shall include, without limitation,
any
expenses incurred in cooperating with Citigroup pursuant to paragraph 10(a)
hereof and travel costs and reasonable legal fees to the extent you reasonably
believe that separate representation is warranted, subject to paragraph 18
hereof. All
expenses eligible for reimbursement under this Agreement shall be paid to you
promptly after receipt of your written request therefor (accompanied by
appropriate documentation), but in any event by no later than December 31 of
the
calendar year following the calendar year in which such expenses were incurred.
The expenses incurred by you in any calendar year that are eligible for
reimbursement under this Agreement shall not affect the expenses incurred by
you
in any other calendar year that are eligible for reimbursement hereunder.
(d)
You
acknowledge that you have advised Citigroup’s General Counsel of all facts of
which you are aware that you reasonably believe constitute or might constitute
violations of Citigroup’s Code of Conduct, Principles of Employment, or
Citigroup’s ethical standards or legal obligations.
13.
Remedies.
(a) Notwithstanding
anything to the contrary in this Agreement, and without limiting any remedies
at
law or in equity that may be available to Citigroup, the Company or you as
provided herein or otherwise, you and Citigroup and the Company each acknowledge
and agree that a remedy at law for any breach or threatened breach of any
covenant contained in paragraphs 7, 9, 10, 11, and 12 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,
temporary restraining order, restraining order or other equitable relief,
restraining the breaching party from committing or continuing to commit such
breach. Citigroup agrees to file, prior to April 5, 2010, any claims it may
have
for monetary damages for breach of this Agreement.
8
(b) 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 7 of this
Agreement is an unenforceable restriction against you, then the provisions
of
paragraph 7 of this Agreement 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 7 of this Agreement
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.
(c) Except
as
may be allowed under subparagraph (a), any controversy, dispute or claim arising
out of or relating to this Agreement, any other agreement or arrangement between
you the Company or Citigroup, your employment with Citigroup, or termination
thereof 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, unless FINRA is required to arbitrate
the matter. Each party to such arbitration shall bear its own costs and
expenses.
14. Partial
Invalidity. Following
the Effective Date (as defined in paragraph 17(b) hereof) of the 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.
15. Compliance
with the American Jobs Creation Act. The
parties agree that this Agreement shall be administered, and all plans and
programs referenced herein shall be administered and documented, in accordance
with section 409A of the Internal Revenue
Code of 1986, as amended.
Your
deferred
stock awards that vested on January 16, 2007 and January 20, 2008 but were
deferred pursuant to the deferred compensation agreement dated as of December
29, 2006 will be delivered to you on the first
day
after the expiration of six months after your “separation from service” within
the meaning of the regulations issued under section 409A of the Internal Revenue
Code of 1986, as amended, or if earlier, on the date of your death.
Prior
to any distribution that is subject to such
six-month delay, the Company will consult with counsel to you as to the proposed
date of distribution. To
the
extent that this Agreement provides for any amount of deferred compensation
payable to you under any other agreement or under any plan at a time or times
or
in a form different from the time or form of payment of such amount provided
in
such agreement or plan, the provisions in such agreement or plan so providing
shall be deemed to be amended to conform to and reflect the provisions in this
Agreement.
16. Knowing
and Voluntary Agreement.
(a) You
acknowledge and agree that (i) you have read and understand each of the
provisions of this Agreement; (ii) you are hereby advised to consult with an
attorney prior to signing this Agreement; and (iii) you have
21 calendar days from
the
date of this 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 written notice of your revocation within the 7-day revocation
period in accordance with paragraph 20 below.
9
17. Knowing
and Voluntary General Release.
(a)
You
acknowledge and agree that (i) you will not sign the General Release before
the
Notice Date; (ii) you are hereby advised to consult with an attorney prior
to signing the General Release; and (iii) you have more than
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 written notice of your revocation within the 7-day
revocation period (the “Revocation Period”) in accordance with paragraph 20
below. 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 (the “Effective Date”).
18. Indemnification.
(a) You
shall
be indemnified to the extent provided by the corporate documents of the Company
and Citigroup in effect as of the Notice Date or, if greater, under applicable
law, as well as to the extent provided pursuant to applicable director and
officer insurance policies of Citigroup as in effect from time to time.
You
shall
be so indemnified for claims, actions, suits or proceedings (whether civil,
criminal, administrative or investigative) (i) made or instituted prior to,
on
or after the date hereof, and arising out of your service as a director, officer
or employee of a Citigroup entity, and (ii) arising out of your service as
a
director, for periods prior to the Termination Date, of any entity at the
request of Citigroup.
(b) If,
based
on governing documents and applicable law, you are entitled to legal
representation under any provision of this Agreement, Citigroup will advance
fees and expenses for outside counsel hired to represent you. You agree that
you
will repay all of these expenses to Citigroup if it ultimately turns out that
you are not entitled to indemnification, as determined in the sole discretion
of
the Board of Directors of Citigroup Inc.
19. 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.
20. 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 20).
| If to you: |
At
your most recent home address in the Company’s
records
|
| With a copy to: |
Xxxxxx
X. Xxxxxxxxx
Law
Offices of Xxxxxx X. Xxxxxxxxx
000
Xxxxx Xxxxxx
Xxx
Xxxx, XX 00000
|
10
| If to the Company or Citigroup: |
Xxxx X. Xxxxxxxx
Head,
Human Resources
000
Xxxx Xxxxxx
Xxx
Xxxx, XX 00000
|
|
With
a copy to:
|
Xxxxxxx
X. Xxxxxx
General
Counsel
000
Xxxx Xxxxxx
Xxx
Xxxx, XX 00000
|
Each
such
notice, request or other communication will be effective only when received
by
the receiving party.
21. No
Mitigation; No Offset. You
shall
be under no obligation to seek other employment, and there shall be no offset
against amounts due to you under this Agreement on account of any remuneration
or benefits provided by any subsequent employment you may obtain.
22. Transferability.
This
Agreement shall be binding upon any successor to Citigroup and/or 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.
23. Counterparts.
This
Agreement may be executed in counterparts.
11
24. Entire
Agreement.
This
Agreement, including the General Release, sets forth the entire agreement and
understanding relating to the subject matter hereof, and supersedes all prior
discussions, negotiations and agreements concerning such subject matter.
|
By: /s/
Xxxx X.
Xxxxxxxx
Xxxx X. Donnelly Head, Human
Resources
|
July 25,
2008
Date
|
Attachment
YOU
ARE
HEREBY ADVISED BY THE COMPANY TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS
AGREEMENT.
I
HAVE
READ THIS AGREEMENT AND UNDERSTAND ALL OF ITS TERMS. I SIGN AND ENTER THIS
AGREEMENT KNOWINGLY AND VOLUNTARILY, WITH FULL KNOWLEDGE OF WHAT IT
MEANS.
|
/s/
Xxxxxxx X.
Xxxxx
|
July 25,
2008
|
|
Xxxxxxx
X. Xxxxx
|
Date
|
12
ATTACHMENT
A
GENERAL
RELEASE
In
exchange for the promises, payments, benefits and other consideration set forth
in the letter agreement between Citigroup Inc. and Xxxxxxx X. Xxxxx dated July
25, 2008 (the “Letter Agreement”), and to be provided following the Effective
Date of this General Release (as defined below), and subject to the terms of
the
Letter Agreement and the execution (without revocation) and delivery of this
General Release (as defined in the Letter Agreement):
1. (a) Xxxxxxx
Xxxxx, on his own behalf and on behalf of his agents, assignees, attorneys,
heirs, executors, and administrators (individually and collectively,
“Executive”), hereby releases Citigroup Global Markets Inc. (the “Company”),
Citigroup Inc., their respective predecessors, successors and assigns, and
their
current and former parents, affiliates, subsidiaries, divisions and joint
ventures (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 his employment with the Company (individually and collectively, “Claims”)
that Executive may have by reason of any matter, cause, act, or omission. This
release applies to Claims that Executive knows about and those Executive may
not
know about occurring at any time on or before the Effective Date of this General
Release (as defined below).
(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.
Executive specifically understands that he is 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, Executive is waiving his right to pursue any Claims against Citigroup,
the Company and Releasees under any applicable dispute resolution procedure,
including any arbitration policy.
(e) Executive
acknowledges that this General Release is intended to include, without
limitation, all Claims known or unknown that Executive has or may have against
Citigroup, the Company and Releasees through the Effective Date of this General
Release. Notwithstanding anything herein, Executive expressly reserves and
does
not release pursuant to this General Release (and the definition of “Claims”
will not include) (i) Executive's rights under the Letter Agreement, including
his rights with respect to the enforcement of the Letter Agreement, including
the right to receive the payments, equity and benefits specified in the Letter
Agreement, (ii) Executive's rights to the vested benefits (including
reimbursement of business expenses) he may have, if any, under any Company
or
Citigroup employee compensation and benefit plans and programs to the extent
preserved pursuant to the Letter Agreement; (iii) any claim arising after the
Effective Date of this General Release; (iv) any right to indemnification or
insurance pursuant to paragraph 18 of the Letter Agreement; (v)
any
rights or claims Executive may have with respect to any brokerage, private
bank
or similar account maintained by him, or an immediate family member maintained,
with the Company or the applicable Citigroup entity; (vi) any rights in respect
of Executive’s investments or other interests in funds sponsored by the Company
or any of the Citigroup entities; and (vii) any right Executive may have to
obtain contribution as permitted by law in the event of entry of judgment
against Executive as a result of any act or failure to act for which Executive,
on the one hand, and Citigroup or any Releasee, on the other hand, are jointly
liable.
2. Executive
acknowledges that he has had at least 21 days from the date of delivery of
the
Letter Agreement to consider the terms of the Letter Agreement and this General
Release, that he has been advised to consult with an attorney regarding the
terms of this General Release prior to executing it, that he fully understands
all of the terms and conditions of this General Release, that he understands
that nothing contained herein contains a waiver of claims arising after the
date
of execution of this General Release, and he is entering into this General
Release knowingly, voluntarily and of his own free will. Executive further
understands that his failure to sign this General Release and return such signed
General Release to Head, Human Resources, Citigroup Inc., 000 Xxxx Xxxxxx,
Xxx
Xxxx, XX 00000 with a copy to the General Counsel, Citigroup Inc., 000 Xxxx
Xxxxxx, Xxx Xxxx, XX 00000 by 5:00 pm on the 22nd
day
after the Termination Date will render him ineligible for the payments and
benefits described herein and in the Agreement.
3. Executive
understands that once he signs and returns this General Release to Head, Human
Resources of Citigroup Inc. with a copy to the General Counsel of Citigroup
Inc., he has 7 calendar days to revoke it. Executive may do so by
delivering to Head, Human Resources, Citigroup Inc., 000 Xxxx Xxxxxx, Xxx Xxxx,
XX 00000 with a copy to the General Counsel, Citigroup Inc., 000 Xxxx Xxxxxx,
Xxx Xxxx, XX 00000 written notice of his revocation within the 7-day revocation
period (the “Revocation Period”). This General Release will become effective on
the 8th
day
after Executive
signs and returns it to Head, Human Resources of Citigroup Inc. with a copy
to
the General Counsel of Citigroup Inc. (“Effective Date”); provided
that
Executive has not revoked it during the Revocation Period.
YOU
ARE
HEREBY ADVISED BY THE COMPANY TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS
GENERAL RELEASE.
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.
|
/s/
Xxxxxxx X.
Xxxxx
|
July 25,
2008
|
|
Xxxxxxx
X. Xxxxx
|
Date
|
