Citigroup (C)

[3. Exercise of Option.  Vested Option shares may be exercised in whole or in part by Participant upon notice to the Company, together with provision for payment of the grant price (set forth in the Stock Option Grant Summary) and applicable withholding taxes.  Such notice shall be given in the manner prescribed by Citigroup and shall specify the date and method of exercise and the number of Option shares that are being exercised. The currently available option exercise methods, which are subject to change at any time, are described in the Prospectus.  All stock option exercises will be processed in accordance with the Citigroup Equity Compensation administrative procedures and deadlines then in effect.  If Participant uses a broker-assisted exercise method that may be available from time to time, Participant acknowledges and agrees that option proceeds from any broker-assisted exercises will be net of applicable commissions and fees associated with these transactions.  The applicable commissions and fees will be disclosed to Participant at or prior to the time of exercise or will be available to Participant upon request.  The laws of the country in which Participant is working at the time of grant, vesting, and/or exercise of the Option (including any rules or regulations governing securities, foreign exchange, tax or labor matters), and Citigroup accounting or other policies, whether dictated by such country’s political or regulatory climate or otherwise, may restrict or prohibit any one or more of the stock option exercise methods described in the Prospectus; such restrictions may apply differently if Participant is a resident or expatriate employee, and are subject to change at any time.  If the last day on which an Option may be exercised pursuant to any provision of this Agreement is not a trading day on the New York Stock Exchange, then the immediately preceding New York Stock Exchange trading day shall be the last day on which an Option may be exercised.  An Option may not be exercised after the Option Expiration Date set forth in the Stock Option Grant Summary (the “Option expiration date”).  The Company is not obligated to notify a Participant that an Option is nearing expiration.]

 

[IF APPLICABLE: 4. Sale Restriction on Option Shares.  Except in the case of Participant’s termination of employment pursuant to Section [6][(b) and (e)] [(b), (e), (j), (k) or (l)], Participant acknowledges that shares acquired upon an Option exercise during the term of Participant’s employment may not be sold or otherwise transferred until two years from the date of exercise.]

 

[5. Fractional Shares.  Participant acknowledges that only whole shares of Citigroup stock may be delivered [upon the exercise of an Option for shares and] upon the vesting of a restricted or deferred stock award, and that while Citigroup will endeavor to compensate Participant in cash for any fractional shares Participant would otherwise be entitled to receive pursuant to the terms of an Award, due to foreign exchange controls that may be in effect from time to time in certain countries, there is no guarantee that such payments can be made to Participants residing outside of the United States, and the Company shall not be liable if for such reason payment is not made to a Participant.]

 

4. Exercise of Option.  Vested Option shares may be exercised in whole or in part by Participant upon notice to the Company, together with provision for payment of the grant price (set forth in the Stock Option Grant Summary) and applicable withholding taxes.  Such notice shall be given in the manner prescribed by Citigroup and shall specify the date and method of exercise and the number of Option shares that are being exercised.  The currently available option exercise methods, which are subject to change at any time, are described in the Prospectus.  All stock option exercises will be processed in accordance with the Citigroup Equity Compensation administrative procedures and deadlines then in effect.  If Participant uses a broker-assisted exercise method that may be available from time to time, Participant acknowledges and agrees that option proceeds from any broker-assisted exercises will be net of applicable commissions and fees associated with these transactions.  The applicable commissions and fees will be disclosed to Participant at or prior to the time of exercise or will be available to Participant upon request.  The laws of the country in which Participant is working at the time of grant, vesting, and/or exercise of the Option (including any rules or regulations governing securities, foreign exchange, tax or labor matters), and Citigroup accounting or other policies, whether dictated by such country’s political or regulatory climate or otherwise, may restrict or prohibit any one or more of the stock option exercise methods described in the Prospectus; such restrictions may apply differently if Participant is a resident or expatriate employee, and are subject to change at any time.  If the last day on which an Option may be exercised pursuant to this Agreement is not a trading day on the NYSE, then the immediately preceding NYSE trading day shall be the last day on which the Option may be exercised.  An Option may not be exercised after the Option Expiration Date set forth in the Stock Option Grant Summary (the “Option expiration date”).  

[3. Exercise of Option.  Vested Option shares may be exercised in whole or in part by Participant upon notice to the Company, together with provision for payment of the grant price (set forth in the Stock Option Grant Summary) and applicable withholding taxes.  Such notice shall be given in the manner prescribed by Citigroup and shall specify the date and method of exercise and the number of Option shares that are being exercised. The currently available option exercise methods, which are subject to change at any time, are described in the Prospectus.  All stock option exercises will be processed in accordance with the Citigroup Equity Compensation administrative procedures and deadlines then in effect.  If Participant uses a broker-assisted exercise method that may be available from time to time, Participant acknowledges and agrees that option proceeds from any broker-assisted exercises will be net of applicable commissions and fees associated with these transactions.  The applicable commissions and fees will be disclosed to Participant at or prior to the time of exercise or will be available to Participant upon request.  The laws of the country in which Participant is working at the time of grant, vesting, and/or exercise of the Option (including any rules or regulations governing securities, foreign exchange, tax or labor matters), and Citigroup accounting or other policies, whether dictated by such country’s political or regulatory climate or otherwise, may restrict or prohibit any one or more of the stock option exercise methods described in the Prospectus; such restrictions may apply differently if Participant is a resident or expatriate employee, and are subject to change at any time.  If the last day on which an Option may be exercised pursuant to any provision of this Agreement is not a trading day on the New York Stock Exchange, then the immediately preceding New York Stock Exchange trading day shall be the last day on which an Option may be exercised.  An Option may not be exercised after the Option Expiration Date set forth in the Stock Option Grant Summary (the “Option expiration date”).  The Company is not obligated to notify a Participant that an Option is nearing expiration.]