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This excerpt taken from the C 10-Q filed Nov 6, 2009. (f) Involuntary
Termination for Gross Misconduct.
Notwithstanding any provisions of this Agreement to the contrary, if the
Company terminates Participant’s employment because of Participant’s “gross
misconduct” (as defined below), vesting of the Award[, and the right to
exercise vested Option shares,] will cease on the date Participant’s employment
is so terminated; all unvested [restricted or deferred stock][deferred cash
awards][and all unexercised Option shares] will be canceled as of the
termination date of Participant’s employment and Participant shall have no
further rights of any kind with respect to the Award. For purposes of this Agreement, “gross
misconduct” means any conduct that (i) is in competition with the
Company’s business operations, (ii) that breaches any obligation that
Participant
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owes to the Company or Participant’s duty of loyalty to the Company, (iii) is materially injurious to the Company, monetarily or otherwise, or (iv) 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 6(f), “Company” shall mean Citigroup and any of its subsidiaries.
This excerpt taken from the C 8-K filed Jan 21, 2009. (f) Involuntary Termination for Gross
Misconduct. Notwithstanding any provisions of this Agreement
to the contrary, if the Company terminates Participant’s employment because of
Participant’s “gross misconduct” (as defined below), vesting of the Option, and
the right to exercise vested Option shares, will cease on the date Participant’s
employment is so terminated; all unexercised Option shares will be canceled as
of the termination date of Participant’s employment and Participant shall have
no further rights of any kind with respect to the Award. For purposes
of this Agreement, “gross misconduct”
means any conduct that (i) is in competition with the Company’s business
operations, (ii) that breaches any obligation that Participant owes to the
Company or Participant’s duty of loyalty to the Company, (iii) is materially
injurious to the Company, monetarily or otherwise, or (iv) 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 6(f), “Company” shall mean
Citigroup and any of its subsidiaries.
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(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), the Option will continue to vest on schedule
and vested Option shares may continue to be exercised, subject to satisfaction
of the Grant Price Exercise Condition, until no later than the Option expiration
date.
(ii) If
Participant transfers to a subsidiary that is not a member of the “controlled
group” of Citigroup (as defined below), vesting of an Option will cease and any
unvested Option shares will be cancelled as of the transfer date, but vested
Option shares may be exercised, subject to satisfaction of the Grant Price
Exercise Condition, until no later than the Option expiration date.
For
purposes of this Agreement, “controlled group” has
the meaning set forth in Treas. Reg. § 1.409A-1(h)(3).
This excerpt taken from the C 10-Q filed Oct 31, 2008. (f) Involuntary
Termination for Gross Misconduct. Notwithstanding any provisions of this
Agreement to the contrary, if the Company terminates Participant’s employment
because of Participant’s “gross misconduct” (as defined below), vesting of the
Award[, and the right to exercise vested Option shares,] will cease on the date
Participant’s employment is so terminated; all unvested restricted or deferred
stock [deferred cash awards][and all unexercised Option shares] will be
canceled as of the termination date of Participant’s employment and Participant
shall have no further rights of any kind with respect to the Award. For purposes of this Agreement, “gross
misconduct” means any conduct that (i) is in competition with the
Company’s business operations, (ii) that breaches any obligation that
Participant owes to the Company or Participant’s duty of loyalty to the
Company, (iii) is materially injurious to the Company, monetarily or
otherwise, or (iv) 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 6(f), “Company”
shall mean Citigroup and any of its subsidiaries.
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