|
|
 | | | |
- close
- close
- close
- close
This excerpt taken from the C 10-Q filed Nov 6, 2009. (n) Employing
Company is Acquired by Another Entity (Change in Control). If Participant is employed by a company or other legal
entity that is the subject of a transaction that [is described in Section 409A(a)(2)(A)(v) of
the United States Internal Revenue Code of 1986, as amended and the regulations
thereunder (the “Code”)] [is the subject of a transaction that
constitutes [either] [a “change in the ownership of a substantial portion of a
corporation’s assets” as described in Treas. Reg. § 1.409A-3(i)(5)(vii)] [a “change
in ownership of a corporation” as described in Treas. Reg. § 1.409A-3(i)(5)(v)]
[, or] [a “change in the effective control of a corporation” as described in
Treas. Reg. § 1.409A-3(i)(5)(vi) [but excluding an event in sub-paragraph (2) thereof]],
without substituting any higher percentage thresholds than the minimum that may
be specified therein (except as necessary to satisfy the first of the two
additional conditions described below in the case of a change in control of
Citigroup) (hereinafter, a “change in control”), [all][ANY AMOUNT UP TO
99.9%] unvested [restricted stock][deferred stock][deferred cash] shall vest
and become distributable on the effective date of the change in
control[[all][ANY AMOUNT UP TO 99.9%] unvested Option shares shall become exercisable
and may be exercised for a period of [XX YEARS/MONTHS] following the effective
date of such change in control (but not later than the Option expiration
date)]. [The Committee, in its
discretion, may accelerate the vesting of additional [shares of restricted or
deferred stock or Option shares][deferred cash] in the event of a
7
change in control. [Notwithstanding anything in this Agreement to the contrary, in the event of a change in control of Citigroup, the accelerated vesting [and distribution of [restricted stock][deferred stock]][Option shares] provided in this section shall apply only if (1) the transaction also constitutes a “Change of Control” as defined in the Plan, and (2) not until Participant also experiences a [“separation from service”][termination of employment] as a result of the change in control[; provided, however, if Participant has satisfied the conditions specified in Section 6(j), (k) or (l) at any time prior to experiencing a “separation from service” as a result of a change in control of Citigroup, the distribution to Participant of [deferred stock] that vests under this Section 6(n) upon such “separation from service” will not occur until the originally scheduled vesting dates]]. For these purposes only, a [“separation from service”][termination of employment] for any reason other than Participant’s “gross misconduct” (as defined elsewhere herein) that occurs within the period commencing on the date of the change in control and ending on the first anniversary of the change in control shall be deemed to have been as a result of the change in control. Participant acknowledges that in the event of a Change of Control (as defined in the Plan) of Citigroup, the Plan authorizes the Committee, in its sole discretion, to take other action with respect to Awards, including, but not limited to, making adjustments to awards that it deems necessary or appropriate to reflect the transaction, or causing Awards to be assumed, or new rights substituted therefore, by the surviving entity in such change. Further, pursuant to its authority under the Plan and subject to any limitations thereon, the Committee reserves its right to take any similar action that it deems necessary or appropriate with respect to Awards in the event of a change in control of any entity that employed Participant on the date of the Award or at any time thereafter. Any such action taken by the Committee with respect to the Award shall override the treatment otherwise provided by this Section 6(n).
These excerpts taken from the C 8-K filed Jan 21, 2009. (h) Employing Company is Acquired by
Another Entity (Change in Control). If Participant is employed
by a company or other legal entity that is acquired by another entity in a
transaction that is described in Section 409A(a)(2)(A)(v) of the United States
Internal Revenue Code of 1986, as amended (the “Code”) and the
regulations thereunder (a “change in control”),
any unvested portion of the Award will vest immediately and the shares so
vested, and if applicable, any previously vested shares, and accrued dividend
equivalents, if applicable (less appropriate withholdings for the payment of
taxes), will be distributed to Participant on the effective date of the change
in control.
[NOTE:
SUB-PARAGRAPHS (I), (J), (K), AND (L) BELOW DO NOT APPLY TO NAMED EXECUTIVE
OFFICERS IN THE 2009 PROXY STATEMENT]
(h) Employing Company is Acquired by
Another Entity (Change in Control). If Participant is employed
by a company or other legal entity that is acquired by another entity in a
transaction that is described in Section 409A(a)(2)(A)(v) of the United States
Internal Revenue Code of 1986, as amended (the “Code”) and the
regulations thereunder (a “change in control”),
any unvested Option shares will vest immediately, and the Option may be
exercised, subject to satisfaction of the Grant Price Exercise Condition, until
no later than the Option expiration date.
This excerpt taken from the C 10-Q filed Oct 31, 2008. (n) Employing
Company is Acquired by Another Entity (Change in Control). If Participant is employed
by a company or other legal entity that is acquired by another entity in a
transaction that is described in Section 409A(a)(2)(A)(v) of the
United States Internal Revenue Code of 1986, as amended (the “Code”) and
the regulations thereunder (a “change in control”), the provisions of Section 6(h) shall
apply[; provided, however, that if on the effective date of the change in
control Participant has satisfied the conditions specified in Section 6(j),
(k) or (l), the number of shares of restricted or deferred stock and
Option shares that vest upon the change in control, and the period during which
any Option shares may be exercised following the change in control, shall be as
provided by Section 6(j), (k) or (l), and the distribution of shares that
vest as a result of such change in control will occur on the effective date of
the change in control.] The Committee,
in its discretion, may accelerate the vesting of additional shares of
restricted or deferred stock or Option shares in the event of a change in
control.
This excerpt taken from the C 10-Q filed Aug 3, 2007. (i) Employing Company is Acquired by
Another Entity (Change in Control). If
Participant is employed by a company or other legal entity other than Citigroup
Inc. that is acquired by another entity in a transaction that is described in
section 409A(a)(2)(A)(v) of the Code and the regulations thereunder (a “change
in control”), the provisions of Section 3(g) shall apply.
| EXCERPTS ON THIS PAGE:
RELATED TOPICS for C:
|
| |||||||
