C » Topics » Mr. Kaden

This excerpt taken from the C DEF 14A filed Mar 13, 2008.

Mr. Kaden

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,


 

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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. Kaden’s 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. Kaden’s 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.

 

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