This excerpt taken from the C DEF 14A filed Mar 20, 2009.
The Capital Accumulation Plan
None of the January 2009 awards made to the named executive officers were made pursuant to the terms of cap; however, the Summary Compensation Table shows certain amortization charges for cap awards made in prior years to the named executive officers. The Grants of Plan-Based Awards Table also shows that some stock awards were made to the named executive officers under cap in January 2008.
The incentive and retention awards made to the named executive officers under cap in 2008 consisted generally of a core cap award and a supplemental cap award. Core cap awards for 2008 were discounted 25 percent from market value and typically represented 25 percent of the executives total incentive compensation. The additional shares that were awarded as a result of the discount are referred to as premium cap
shares. Supplemental cap awards were not discounted and represented 15 percent of the executives total incentive compensation. cap is available to all Citi employees whose incentive awards exceed a certain threshold (in 2008, $20,000 for U.S. employees and approximately $40,000 to $45,000 for non-U.S. employees; in 2009 the threshold was raised to $100,000 for all employees worldwide). The discount feature was eliminated for 2009 and future awards. cap awards vest 25 percent per year over a four-year period, and are cancelled upon a voluntary termination of employment unless the recipient has met certain age and years of service requirements. Following the vesting of each portion of a cap award, the freely transferable shares (subject only to the Citi Stock Ownership Commitment) are delivered to the cap participants.
cap awards are granted as a part of incentive and retention compensation to a select group of Citis global workforce. Approximately 74,500,000 shares were awarded to approximately 6,200 employees in 62 countries around the world under cap in January 2009 in respect of 2008 performance. Of the total number of cap shares granted in January 2009, none were granted to the named executive officers.
While cap awards are generally intended to be made in the form of restricted stock, awards to participants who meet certain age and years of service rules or who are residents of certain countries are made in the form of deferred stock. With respect to awards of restricted stock, as of the date of award, the recipient may direct the vote and receives dividend equivalents on the underlying shares. With respect to awards of deferred stock, the recipient receives dividend equivalents but does not have voting rights with respect to the shares until the shares are delivered. The dividend equivalent payment is the same amount as the dividend paid on shares of Citi common stock. In 2008 the named executive officers received the following amounts as dividend equivalents on nonvested restricted or deferred stock (note that not all Citi
equity awards provide for payment of dividend equivalents on nonvested shares):
Employees who received cap awards prior to January 2009 may have elected to receive all or a portion of the award in nonqualified stock options, in 25 percent increments, rather than restricted or deferred stock. The options shown in the Summary Compensation Table for Mr. Banga and Mr. Forese are option grants made in prior years pursuant to this stock option election. The options vest on the same schedule as the restricted or deferred stock award, have a six-year term, and, under the stockholder-approved 1999 Stock Incentive Plan, have an exercise price no less than 100 percent of the closing price of a share of Citi common stock on the nyse on the trading date immediately preceding the date on which the option was granted. If options are elected, an option for four shares would be granted for each share by which the restricted or deferred stock award is correspondingly reduced. The committee has eliminated the stock option election for future cap awards, due to low utilization by employees and the relatively high cost and complexity of administration.
The committee made incentive awards in January 2009 and in prior years based on the fair value of the awards and not on the accounting treatment of those or prior awards in Citis financial statements under sfas 123(r) or other applicable accounting standards. The table in the Awards Made by the Committee section of the Compensation Discussion and Analysis contains the grant date fair value of equity awards granted to each named executive officer in January 2009.
This excerpt taken from the C DEF 14A filed Mar 13, 2008.
The Capital Accumulation Plan
The restricted and deferred stock awards described in the Grants of Plan-Based Awards Table granted under CAP in January 2007 were awarded in respect of performance for 2006. For the January 2008 performance awards in respect of 2007, three of the named executive officers received awards of either restricted or deferred stock under CAP, depending on the named executive officers age and years of service. The January 2008 awards to Sir Winfried were made in the form of deferred stock because he met an age and years of service rule (the Rule of 75) and because he was a resident of the U.K. The January 2008 awards to Mr. Crittenden and Ms. Krawcheck are awards of restricted stock because they have not met an age and years of service rule. While CAP awards are generally intended to be made in the form of restricted stock, awards to participants who meet