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This excerpt taken from the C 8-K filed Jan 21, 2009. (f) Involuntary
Termination.
(i) If,
prior to a Vesting Date, the Company terminates Participant’s employment for any
reason, any unvested portion of the Award will be canceled as of the termination
date of Participant’s employment. Except as provided by subparagraph
(ii) below, 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 30th day
after the Award Termination Date.
(ii)
Notwithstanding any provisions of this Agreement to the contrary, if on or prior
to the 30th day
after the Award Termination Date the Company terminates Participant’s employment
because of Participant’s “gross misconduct” (as defined below), the right to
receive a distribution of any previously vested shares, and accrued dividend
equivalents, if applicable, will be forfeited. For purposes of this
Agreement, “gross
misconduct” means any conduct that (A) is in competition with the
Company’s business operations, (B) that breaches any obligation that Participant
owes to the Company or Participant’s duty of loyalty to the Company, (C) is
materially injurious to the Company, monetarily or otherwise, or (D) is
otherwise determined by the Personnel and Compensation Committee of the
Citigroup Board of Directors (the “Committee), in its sole discretion, to
constitute gross misconduct. For purposes of this Section 4(f),
“Company” shall
mean Citigroup and any of its subsidiaries.
4
(g) Transfer to Non-Participating
Subsidiary.
(i) If
Participant transfers to a subsidiary that is a member of the “controlled group”
of Citigroup (as defined below), participation in the Program will continue,
subject to all other terms and conditions of this Agreement.
(ii) If
Participant transfers to a subsidiary that is not a member of the “controlled
group” of Citigroup (as defined below), any unvested portion of the Award will
be canceled as of the termination date of Participant’s
employment. 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 30th day
after the Award Termination Date.
For
purposes of this Agreement, “controlled group” has
the meaning set forth in Treas. Reg. § 1.409A-1(h)(3).
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