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These excerpts taken from the C 8-K filed Jan 21, 2009. 2009 Executive Premium Price Stock
Option Program prospectus dated January 14, 2009, and any applicable
prospectus supplements (together, a “Prospectus”). Your
award is also governed by the Citigroup 1999 Stock Incentive Plan, as amended
and restated effective January 1, 2009, and as it may be further amended from
time to time (the “Plan”). For
the award to be effective, you must accept below, acknowledging that you have
received and read the Prospectus and this Agreement, including the
Appendix.
2.
2009 Executive Premium Price Stock Option Program Award Summary*
† Vested
options may not be exercised unless and until the NYSE closing price of
Citigroup stock equals or exceeds the applicable grant price for at least 20
NYSE trading days within any period of 30 consecutive NYSE trading days starting
on or after the grant date but ending no later than the option expiration
date. Once the applicable Grant Price Exercise Condition (as defined
in Section 3) is attained, vested options will remain exercisable until the
option expiration date, regardless of subsequent stock price
performance.
2009 Executive Premium Price Stock
Option Program prospectus dated January 14, 2009, and any applicable
prospectus supplement (together, the “Prospectus”). The
terms, conditions, and restrictions of the Award include, but are not limited
to, provisions relating to amendment, vesting, and cancellation of Awards,
restrictions on the transfer of Awards, and additional restrictions or a
potential waiver of Participant’s rights to an Award, if required by the
applicable provisions of the Emergency Economic Stabilization Act of 2008, which
will regulate Citigroup’s policies and practices with respect to corporate
governance and executive compensation, as further described below.
By
accepting an Award, Participant acknowledges that he or she has read and
understands the Prospectus and the terms and conditions set forth in this
Appendix. Participant understands that this Award and all other
awards are entirely discretionary and that no right to receive the Award, or any
award, exists absent a prior written agreement to the contrary.
Participant
understands that the value that may be realized from an Award, if any, is
contingent and depends on the future market price of Citigroup stock, among
other factors, and that because equity awards are discretionary, and intended to
promote employee retention and stock ownership and to align employees’ interests
with those of stockholders, equity awards are subject to vesting conditions and
will be canceled if vesting conditions are not satisfied.
Any
monetary value assigned to an Award in any communication regarding the Award is
contingent, hypothetical, and for illustrative purposes only and does not
express or imply any promise or intent by the Company to deliver, directly or
indirectly, any certain or determinable cash value to
Participant. Receipt of an Award covered by this Agreement, or any
other award, is neither an indication nor a guarantee that an award of any type
or amount will be made in the future, and absent a written agreement to the
contrary, the Company is free to change its practices and policies regarding
discretionary awards at any time in its sole discretion.
Any
actual, anticipated, or estimated financial benefit to Participant from an Award
is not and shall not be deemed to be a normal or an integral part of
Participant’s regular or expected salary or compensation from employment for any
purposes, including, but not limited to, calculating any statutory, common law
or other severance, resignation, termination, redundancy, end of service
payments, bonuses, long-service awards, pension or retirement or welfare
benefits or similar payments, and in no event should be considered as
compensation for, or relating in any way to, past services for the
Company.
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