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This excerpt taken from the C 10-Q filed Nov 6, 2009. 15.
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 (ii) except as provided in Section 16(a), adversely affect
Participant’s rights with respect to the Award, as determined by the Committee,
without Participant’s written consent.
These excerpts taken from the C 8-K filed Jan 21, 2009. 15. 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 16), or (ii) except as provided in Section 16,
adversely affect Participant’s rights with respect to the Award, as determined
by the Committee, without Participant’s written consent.
6
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.
7
This excerpt taken from the C 10-Q filed Oct 31, 2008. 15.
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 (ii) except as provided in Section 16(a), adversely affect
Participant’s rights with respect to the Award, as determined by the Committee,
without Participant’s written consent.
This excerpt taken from the C DEFA14A filed Mar 24, 2008. (Amendment No. )
Filed by the Registrant x Filed by a Party other than the Registrant ¨
Check the appropriate box:
This excerpt taken from the C DEF 14A filed Mar 13, 2008. (Amendment No. )
Filed by the Registrant x Filed by a Party other than the Registrant ¨
Check the appropriate box:
This excerpt taken from the C 10-Q filed Aug 3, 2007. 13. Amendment. (a) 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 (ii) except as provided in Section 13(b), adversely affect Participant’s rights with respect to the Award, as determined by the Committee, without Participant’s written consent. (b) The Committee may, in its sole discretion, but shall not be obligated to, modify or amend 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. To the extent Citigroup deems it necessary or appropriate to modify or amend the Award, the Program or the Plan pursuant to this Section 13, Participant shall receive a supplement to the Prospectus describing any such changes. This excerpt taken from the C DEF 14A filed Mar 13, 2007. (Amendment No. )
Filed by the Registrant x Filed by a Party other than the Registrant ¨
Check the appropriate box:
This excerpt taken from the C DEF 14A filed Mar 14, 2006. (Amendment No. )
Filed by the Registrant x Filed by a Party other than the Registrant ¨
Check the appropriate box:
CITIGROUP INC. This excerpt taken from the C DEF 14A filed Mar 15, 2005. (Amendment No. )
Filed by the Registrant x Filed by a Party other than the Registrant ¨
Check the appropriate box:
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