These excerpts taken from the C 8-K filed Jan 21, 2009.
2009 Performance Stock Award Program prospectus dated January 14, 2009, and any applicable prospectus supplements (together, a “Prospectus”). Your award is also governed by the Citigroup 1999 Stock Incentive Plan, as amended and restated effective January 1, 2009, and as it may be further amended from time to time (the “Plan”). For the award to be effective, you must accept below, acknowledging that you have received and read the Prospectus and this Agreement, including the Appendix.
2. 2009 Performance Stock Award Program Award Summary*
† The portion of the award indicated will vest if and when the NYSE closing price of Citigroup stock equals or exceeds the applicable Trigger Price for at least 20 NYSE trading days within any period of 30 consecutive NYSE trading days ending on or before the Award Termination Date. If the applicable Trigger Price Condition (as defined in Section 2(a)(i)) is not attained, all or some of the shares awarded may still vest at the Award Termination Date, as provided in Section 2(a)(ii) of this Agreement. If a Trigger Price Condition is attained prior to January 14, 2010, vesting of the related shares cannot occur until January 14, 2010.
2009 Performance Stock Award Program prospectus dated January 14, 2009, and any applicable prospectus supplement (together, the “Prospectus”). The terms, conditions, and restrictions of the Award include, but are not limited to, provisions relating to amendment, vesting, and cancellation of Awards, restrictions on the transfer of Awards, and additional restrictions or a potential modification or waiver of Participant’s rights to an Award, if required by the applicable provisions of the Emergency Economic Stabilization Act of 2008, or the terms of any relief provided thereunder that regulate Citigroup’s policies and practices with respect to corporate governance and executive compensation, as further described below.
By accepting an Award, Participant acknowledges that he or she has read and understands the Prospectus and the terms and conditions set forth in this Appendix. Participant understands that this Award is entirely discretionary and that no right to receive the Award, or any other award, exists absent a prior written agreement to the contrary.
Participant understands that the value that may be realized from an Award, if any, is contingent and depends on the future market price of Citigroup stock, among other factors, and that because equity awards are discretionary, and intended to promote employee retention and stock ownership and to align employees’ interests with those of stockholders, equity awards are subject to vesting conditions and will be canceled if vesting conditions are not satisfied.
Any monetary value assigned to an Award in any communication regarding the Award is contingent, hypothetical, and for illustrative purposes only and does not express or imply any promise or intent by the Company to deliver, directly or indirectly, any certain or determinable cash value to Participant. Receipt of an Award covered by this Agreement, or any other incentive award, is neither an indication nor a guarantee that an incentive award of any type or amount will be made in the future, and absent a written agreement to the contrary, the Company is free to change its practices and policies regarding incentive awards at any time in its sole discretion.
Any actual, anticipated, or estimated financial benefit to Participant from an Award is not and shall not be deemed to be a normal or an integral part of Participant’s regular or expected salary or compensation from employment for any purposes, including, but not limited to, calculating any statutory, common law or other severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments, and in no event should be considered as compensation for, or relating in any way to, past services for the Company.
2. Vesting and Share Delivery.