This excerpt taken from the C DEF 14A filed Mar 20, 2009.
2008 Sign-On Awards for Mr. Pandit
In connection with his appointment as ceo, the committee made equity awards to Mr. Pandit in January 2008 that are designed to incentivize and reward him based on the future performance of Citi. These awards consisted of (a) 1 million shares of restricted stock vesting ratably on the first four anniversaries of the date he became ceo (the sign-on stock award) and (b) options for 3 million shares of stock vesting ratably over a four-year period (the sign-on options). The sign-on options have a ten-year term. The exercise price of one-third of the sign-on options is equal to the grant date price ($24.40), another third have an exercise price that is 25 percent above the grant date price ($30.50) and one-third have an exercise price that is 50 percent above the grant date price ($36.60). The grant date price of $24.40 is the closing price of Citi stock on the nyse on the date of grant (January 22, 2008). The options will only have
value to the extent that the Citi stock price exceeds each exercise price after the vesting of such options.