These excerpts taken from the C 10-Q filed Aug 3, 2007.
Management Committee Long-Term Incentive Program award summarized on the first page of this Agreement. This Appendix sets forth the terms and conditions and other information applicable to the deferred stock award made to Participant under the Program, as described in the Award Summary on page 1. Deferred stock awards made hereunder are hereinafter referred to as Awards. All Awards are denominated in shares of Citigroup common stock, par value $.01 per share (referred to herein as shares or Citigroup stock). The Company, for purposes of this Agreement, shall mean Citigroup and its subsidiaries that participate in the Program, except where provided otherwise herein.
Management Committee Long-Term Incentive Program
On July 17, 2007, the Personnel and Compensation Committee of Citigroups Board of Directors approved the Management Committee Long-Term Incentive Program (MC LTIP), under the terms of the shareholder-approved 1999 Stock Incentive Plan.
The MC LTIP provides all current members of the Citigroup Management Committee, including the CEO, CFO and the named executive officers in the Citigroup Proxy Statement an opportunity to earn stock awards based on Citigroup performance.
Each participant will receive an equity award that will be earned based on Citigroups performance for the period from July 1, 2007 to December 31, 2009. Three periods will be measured for performance (July 1, 2007 to December 31, 2007, full year 2008 and full year 2009). The ultimate value of the award will be based on Citigroups performance in each of these periods with respect to (1) Total Shareholder Return versus Citigroups current key competitors and (2) publicly stated Return on Equity (ROE) targets measured at the end of each calendar year. If, in any of the three performance periods, Citigroups total shareholder return does not exceed the median performance of the peer group, the Management Committee members will not receive award shares for that period.
The awards will generally vest after 30 months. In order to receive the shares, a participant generally must be a Citigroup employee on January 5, 2010.
The total estimated pretax expense is approximately $150 million and will be amortized over the 30-month vesting/performance period. The final expense for each of the 3 calendar years will be adjusted based on the results of the ROE tests.