Citigroup (C)

(l) Reaching Age 55 by Certain Legacy Citibank Employees.  If Participant is at least age 55 and is a legacy Citibank employee who participates in (i) the grandfathered Citibank formula of the U.S. Citigroup Pension Plan or (ii) the grandfathered Citibank formula of the Head Office Guarantee (HOG) Plan, then [(1)] any unvested [restricted or deferred stock][deferred cash award] will continue to vest on schedule, provided that Participant is not, at any time up to and including any vesting date, employed by a “significant competitor” of the Company (as defined in Section 6(q) below); [(2) vested options may continue to be exercised for up to [XX DAYS/MONTHS/YEARS] after Participant’s [“separation from service”][termination] date (but not later than the Option expiration date) if employment with the Company is terminated for any reason other than gross misconduct, provided that Participant is not, at any time up to and including any exercise date, employed by a “significant competitor” of the Company (as defined in Section 6(p) below)][all unexercised Option shares will be canceled as of Participant’s [“separation from service”][termination] date and Participant shall have no further rights of any kind with respect to the Option]

 

(l) Reaching Age 55 by Certain Legacy Citibank Employees.  If Participant is at least age 55 and is a legacy Citibank employee who participates in (i) the grandfathered Citibank formula of the U.S. Citigroup Pension Plan or (ii) the grandfathered Citibank formula of the Head Office Guarantee (HOG) Plan, then [(1)] any unvested restricted or deferred stock [deferred cash award] will continue to vest on schedule, provided that Participant is not, at any time up to and including any vesting date, employed by a “significant competitor” of the Company (as defined in Section 6(q) below); [(2) vested options may continue to be exercised for up to [XX DAYS/MONTHS/YEARS] after Participant’s “separation from service” date (but not later than the Option expiration date) if employment with the Company is terminated for any reason other than gross misconduct, provided that Participant is not, at any time up to and including any exercise date, employed by a “significant competitor” of the Company (as defined in Section 6(p) below)][all unexercised Option shares will be canceled as of Participant’s “separation from service” date and Participant shall have no further rights of any kind with respect to the Option]