C » Topics » Adopt Responsible Employment Principles

This excerpt taken from the C DEF 14A filed Mar 13, 2008.

Adopt Responsible Employment Principles

 

Resolved, that the shareholders of Citigroup Inc. (the “Company”) request the Board of Directors (the “Board”) to adopt the following set of principles as it relates to the employment of any named executive officer (“NEO”):

 

1)   If the company enters into an employment agreement (the “Agreement”) with a NEO, the
 

Agreement must have a specified termination date, not to exceed three years, and should not contain an “evergreen” clause which provides for automatic renewal without shareholder approval.

 

2)   The Company should not permit the accelerated vesting of stock options, restricted stock, and other equity-based awards.

 

3)   The Company should not provide for excise tax gross-ups or any other kind of similar make-whole arrangements.

 

These principles should be implemented so as not to violate any current contractual obligations.


 

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For purposes of this resolution, “employment agreement” shall be defined as any agreements or arrangements that provide for payments or awards in connection with a NEO’s employment with or departure from the Company.

 

“Excise tax gross-up” is defined as any payment to or on behalf of a NEO whose amount is calculated by reference to an actual or estimated tax liability of the executive resulting from employment.

 

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