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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.
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