This excerpt taken from the C DEF 14A filed Mar 13, 2008.
Mr. Crittendens employment agreement dated February 23, 2007 has provisions that apply in the event of his termination of employment.
If Mr. Crittenden resigns without good cause or is terminated for cause, any outstanding but nonvested equity award will be cancelled, he will not be eligible to receive any incentive award in respect of 2008 or future years, and, if such resignation or termination occurs before March 12,
2009, all make-whole cash or equity awards will be forfeited or repaid by Mr. Crittenden.
If Mr. Crittenden had been involuntarily terminated without cause or resigned for good cause as of December 31, 2007: (a) he would have received cash payments equal to the annual base salary ($500,000 per year) he would have been paid from the date of termination through March 12, 2009, had he not been terminated (estimated value: $597,260), (b) he would have received the nominal amount of the incentive and retention awards in respect of 2007 and 2008 provided for in the agreement ($9,500,000 for each year, or a total of $19,000,000), (c) any nonvested make-whole equity awards would have been vested and distributed (estimated value at December 31, 2007: $8,171,779) , and (d) any other special performance award would have vested and become payable, when and on the same basis as such awards otherwise would have become payable (estimated value: $0); provided that he executed a settlement agreement and release. Good cause is defined as (a) a material reduction in responsibility or position, (b) removal from the business heads committee, management committee, or operating committee (or their successors), (c) a significant reduction in compensation that is either not related to his performance or not applicable to senior executives at his level, (d) a change in reporting relationship that results in his reporting to someone other than the CEO of Citi, or (e) the material interference by Citi with his authority to perform his duties in a manner consistent with applicable regulatory requirements and sound business practices.
If Mr. Crittenden is involuntarily terminated without cause or resigns for good cause before his incentive award in respect of 2008 is paid: (a) he will receive cash payments equal to the annual base salary ($500,000 per year) he would have been paid from the date of termination through March 12, 2009, had he not been terminated, (b) he will receive a cash payment equal to the nominal amount of the incentive and retention awards he would have received in respect of 2008 ($9,500,000), (c) any nonvested make-whole equity awards will vest and be distributed, (d) the basic
shares, supplemental shares, and a pro-rata portion of the premium shares awarded under CAP in respect of 2007 will be distributed as soon as practicable, and (e) any other special performance award will vest and become payable, when and on the same basis as such award otherwise would have become payable; provided that he executes a settlement agreement and release.
If his termination of employment had occurred due to death or disability at December 31, 2007, then (a) he would have received a cash payment equal to $7,652,055 ($9,500,000, multiplied by a fraction, which is the number of days worked in 2007 until his death or disability divided by 365), and (b) any nonvested make-whole equity awards would have vested immediately (estimated value: $8,171,779).
If his termination of employment occurs due to death or disability before his incentive award in respect of 2008 is paid, then (a) he will receive a cash payment equal to $9,500,000, multiplied by a fraction, which is the number of days worked in 2008 until his death or disability divided by 366, and (b) any nonvested make-whole equity awards will vest immediately.
The agreement does not provide for payments in connection with a change in control, but does provide for nonsolicitation of employees and customers for one year after termination of employment as well as protection of confidential and proprietary information.
Mr. Kaden is party to an employment agreement, dated June 14, 2005, which governs the payments and benefits he is entitled to receive upon the termination of his employment with Citi under certain circumstances. Pursuant to the agreement, Mr. Kaden is entitled to receive two additional years of service credit towards meeting the Rule of 75. In addition, if Mr. Kaden is involuntarily terminated without cause or terminates his employment with good cause before September 6, 2010, any stock options awarded to him will vest on his last day of employment and he will have up to two years to exercise his vested stock options,
and all outstanding shares of restricted and deferred stock under any equity compensation plan of Citi will vest and be distributed. Any noncompetition provisions that would otherwise apply as a result of the application of the Rule of 75 will not apply. Good cause is defined as (a) a significant reduction in responsibilities or position, (b) removal from the business heads committee or the management committee, (c) a significant reduction in compensation that is not related to performance or not applicable to similarly situated senior executives of Citi, or (d) a change in reporting relationship that results in reporting to someone other than the CEO of Citi. The compensation is contingent upon Mr. Kadens execution of a settlement agreement and general release that is acceptable to Citi. The value of the provisions relating to the equity awards is estimated to be $3,832,529 at December 31, 2007. Mr. Kadens employment agreement does not provide for payments in connection with a change in control, but does provide for nonsolicitation of employees and customers for one year after termination of employment as well as protection of confidential and proprietary information.
Mr. Prince submitted his resignation as a director, Chairman and CEO of Citi to the board of Citi on November 4, 2007 with an effective date of November 5, 2007. On November 4, 2007, Citis full board of directors met to consider, among other things, Mr. Princes offer to resign and the proposed terms of his separation agreement.
The board discussed the proposed terms of the agreement, considering the value of each of the economic benefits individually, including the treatment of equity awards, salary, incentive award, pension benefits, perquisites and security, and the benefits to Citi, including the noncompete, nonsolicitation and nondisparagement covenants under the agreement. They discussed the negotiations that had resulted in the proposed terms of the agreement, which of the benefits were negotiable and which were established pursuant to Citi plans and agreements. They then evaluated the arrangements as a whole.
In evaluating the appropriateness of the terms of the agreement, the board considered a number of factors. They analyzed Citis performance under Mr. Princes leadership as Chairman and CEO. The board took into account both economic conditions and the regulatory environment during Mr. Princes tenure when evaluating his performance. The board discussed Mr. Princes efforts on Citis behalf over his almost 30-year tenure with Citi in a variety of roles, including as General Counsel, Chief Administrative Officer, Chief Operating Officer, Chairman and Chief Executive Officer of the Global Corporate and Investment Bank and as a director, Chairman and CEO of Citi. Based on the foregoing, the board determined that the terms and conditions of the agreement were appropriate.
Pursuant to the agreement, Mr. Prince resigned from his positions as a director, Chairman and CEO on November 5, 2007 and agreed to continue as an employee of Citi until December 31, 2007 (retirement date). The agreement provided for Mr. Prince to continue to receive his base salary at the annual rate for 2007 of $1,000,000 and his current level of broad-based employee benefits through his retirement date.
As prescribed under CAP for employees who meet the Rule of 75, all of the nonvested outstanding stock options previously granted to Mr. Prince vested on his retirement date and, provided Mr. Prince continues to comply with the covenants pertaining to not competing with Citi or soliciting certain employees or clients (which are described below), his options will remain exercisable for up to two years following his retirement date. Any sale restrictions on shares distributed in connection with Mr. Princes exercise of his options will not apply following his retirement date. Mr. Princes outstanding stock options as shown in the Outstanding Equity Awards at Fiscal Year-End Table had an intrinsic value of $0 at December 31, 2007.
All deferred stock awards previously granted to Mr. Prince under CAP vested pursuant to the agreement and were distributed to Mr. Prince on
January 2, 2008. Mr. Prince was entitled to receive all his CAP shares when he terminated employment because he met the Rule of 75; the agreement accelerated the distribution of CAP shares he was entitled to receive under the terms of CAP. The value of the shares he received on January 2, 2008 was $12,491,165.
The restricted stock award granted to Mr. Prince on July 15, 2003 was vested and distributed in November 2007 on a pro-rata basis reflecting the period from the July 15, 2003 grant date through Mr. Princes retirement date. The value of the deferred stock on the distribution date was $9,707,486.
Pursuant to the agreement, Mr. Prince also received a cash incentive award in respect of his 2007 service equal to the pre-tax nominal value of the aggregate award package he received in early 2007 for the 2006 compensation year ($22,000,000), decreased by a percentage equal to the total stockholder return percentage for 2007 (-43.3 percent), and pro-rated according to the number of months in 2007 that he was CEO (i.e., multiplied by 10/12). This amount, $10,400,958, was paid on January 31, 2008, when other incentive awards were made.
As long as Mr. Prince continues to comply with the covenants contained in the agreement, Citi will provide him with an office, an administrative assistant, and a car and driver for the lesser of 5 years or until he commences full-time employment with another employer. Citi will pay certain taxes associated with such post-termination benefits. The estimated value of this contractual provision, including the tax payments, is $1,500,000 per year. In the agreement, Citi acknowledged that Mr. Princes account balances under Citis qualified and nonqualified retirement plans were already
fully vested and are unaffected by the agreement (as of December 31, 2007, the present value of such benefits was $1,795,221, as disclosed in the Pension Benefits Table). Mr. Prince was entitled under these plans to receive his retirement benefits when he terminated employment for any reason at any time.
In exchange for the benefits provided under the agreement, the agreement provides that Mr. Prince, for a period of 5 years, will not solicit certain Citi employees and clients, or engage in any business that is in material competition with any of Citis business operations. The agreement provides for mutual nondisparagement, protection of Citis proprietary information, and cooperation.
"Individual Agreements." elsewhere:MBIA (MBI)