This excerpt taken from the C DEF 14A filed Mar 20, 2009.
2008 Special Incentive Awards and 2008 Special Retention Awards
As indicated in the Grants of Plan-Based Awards Table, these awards were made in January 2008 to the named executive officers and other
members of senior management who the committee considered to have skills essential to managing Citi towards short-term and long-term recovery and performance. The awards were made to balance the need to retain key executives, who received significantly reduced cash and total awards, at market levels while linking their compensation to Citis future performance. In determining the size of the awards, the committee took into account the executives past compensation history, past individual performance, expected roles in the future of Citi, and Citis need to retain executives with skills needed to assist in the future performance of Citi. In general, Special Incentive Awards vest over a two-year period and Special Retention Awards vest over a four-year period. The executive must be employed on the date the award vests; however, the awards will also vest if the executive terminates employment prior to the scheduled vesting date due to death, disability, or involuntary termination other than for gross misconduct, or if there is a change in control of Citi. Unlike cap, these awards do not continue to vest after termination of employment for executives whose combined years of age and service total at least 60 (subject to additional service requirements) or 75. These awards, along with cap, link total compensation for Citis senior executives to the performance of Citi and its stock.