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This excerpt taken from the C 10-Q filed Nov 6, 2009. (q) Non-Solicitation Covenant.
(i) Participant agrees that during Participant’s employment with the Company (inclusive of any notice period or garden leave policy to which Participant is otherwise subject) and for twelve (12) months following any termination of Participant’s employment, he or she will not, without the prior written consent of the Company, directly or indirectly solicit or induce away from the Company or cause to be solicited or induced away from the Company any of its employees.
(ii) Notwithstanding anything to the contrary in this Agreement, and without limiting any remedies at law or in equity that may be available to the Company, Participant acknowledges and agrees that a remedy at law for any breach or threatened breach of the covenant contained in this Section 6(q) would be inadequate and monetary damages would be difficult to calculate and that for any such breach
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or threatened breach, a court of law may award an injunction, restraining order or other equitable relief, restraining Participant from committing or continuing to commit such breach.
(iii) It is expressly understood and agreed that if a final determination is made by a court of law that the time or any other restriction contained in this Section 6(q) is an unenforceable restriction against Participant, the provisions of Section 6(q) shall not be rendered void but shall be deemed amended to apply to such maximum time and to such other maximum extent as such court may determine or indicate to be enforceable. Alternatively, if such court finds that any restriction contained in this Section 6(q) is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any other provision of this Agreement.
(iv) The restrictive covenant set forth in this Section 6(q) shall continue and survive any cancellation, forfeiture or payment of any amounts due under the Award.
(v) The covenant contained in this Section 6(q) is not intended to shorten, reduce or otherwise limit any non-solicitation obligation Participant may have (including but not limited the non-solicitation obligation contained in the Employment Termination Notice and Non-Solicitation Policy for the Citigroup Management Committee or any successor policy) pursuant to contract, collective agreement or applicable policy, local law, rule or regulation (“Independent Obligation”), nor is it intended to limit or reduce any other obligation that Participant may have to the Company pursuant to an Independent Obligation. For purposes of this Section 6(q), “Company” shall mean Citigroup and any of its subsidiaries.
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