Citigroup (C)

(j) Satisfying the “Rule of 75.”  If Participant has completed a number of full years of service with the Company that, when added to his or her age, equals at least 75, (i) 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(p) below)[; and (ii) an Option will continue to vest on schedule and may be exercised (but not later than the Option expiration date) while Participant is employed by the Company; unvested Option shares will vest on Participant’s [“separation from service”][termination] date if employment with the Company is terminated for any reason other than gross misconduct and may be exercised [until the Option expiration date][for up to [XX DAYS/MONTHS/YEARS] after Participant’s [“separation from service”][termination] date (but not later than the Option expiration date)][, 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)].

 

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(k) Satisfying the “Rule of 60.”  If Participant [does not satisfy the conditions of Section 6(j) above, but] (i) is at least age 50 and has completed at least five full years of service with the Company and Participant’s age plus the number of full years of service with the Company equals at least 60, or (ii) Participant is under age 50, but has completed at least 20 full years of service with the Company and Participant’s age plus the number of full years of service with the Company equals at least 60, 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(p) below); [(2) an Option will continue to vest on schedule and may be exercised (but not later than the Option expiration date) while Participant is employed by the Company; if Participant is no longer employed by the Company, vesting of the Option will cease on the Participant’s [“separation from service”][termination] date if employment with the Company is terminated for any reason other than gross misconduct and any vested Option shares may 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), 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)].

 

(j) Satisfying the “Rule of 75.”  If Participant has completed a number of full years of service with the Company that, when added to his or her age, equals at least 75, (i) 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(p) below)[; and (ii) an Option will continue to vest on schedule and may be exercised (but not later than the Option expiration date) while Participant is employed by the Company; unvested Option shares will vest on Participant’s “separation from service” date if employment with the Company is terminated for any reason other than gross misconduct and may be exercised for up to [XX DAYS/MONTHS/YEARS] after Participant’s “separation from service” date (but not later than the Option expiration date), 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)].

 

(k) Satisfying the “Rule of 60.”  If Participant [does not satisfy the conditions of Section 6(j) above, but] (i) is at least age 50 and has completed at least five full years of service with the Company and Participant’s age plus the number of full years of service with the Company equals at least 60, or (ii) Participant is under age 50, but has completed at least 20 full years of service with the Company and Participant’s age plus the number of full years of service with the Company equals at least 60, 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(p) below); [(2) an Option will continue to vest on schedule and may be exercised (but not later than the Option expiration date) while Participant is employed by the Company; if Participant is no longer employed by the Company, vesting of the Option will cease on the Participant’s “separation from service” date if employment with the Company is terminated for any reason other than gross misconduct and any vested Option shares may be exercised for up to [XX DAYS/MONTHS/YEARS] after Participant’s “separation from service” date (but not later than the Option expiration date), 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)].

 

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