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C » Topics » (5) Timing and Conditions of Guaranteed Incentive Compensation Payments.

This excerpt taken from the C 10-K filed Feb 23, 2007.

(5) Timing and Conditions of Guaranteed Incentive Compensation Payments.

 

  (a) Your guaranteed incentive compensation payment will not be paid if, before the date of the scheduled payment, you have voluntarily terminated your employment or you have been terminated by CGMI/GCIB for “Cause.” Cause shall mean an action taken by a regulatory body or a self regulatory organization (“SRO”) which substantially impairs you from performing your duties and that relates to any act or failure to act that occurs during your tenure; gross misconduct in connection with your employment; a material breach of CGMI’s/GCIB’s Policies or procedures; a material act of dishonesty relating to your employment or in any other commercial or business context; a material breach of your fiduciary duty of loyalty to the company; violation of a federal or state securities law, rule or regulation or a violation of an SRO’s constitution, by-laws, rules or regulations; failure, due to your own act or omission, to remain licensed where required to perform your duties; conviction of a felony; material failure in the performance of your duties; or any material misrepresentation made by you to us in furtherance of this offer. For all purposes of this Agreement, a termination without Cause will include a voluntary termination by you following a material breach of this agreement by Citigroup (including, without limitation, a change in your title or reporting lines) after reasonable notice and an opportunity to cure.

 

  (b) Your guaranteed incentive compensation will be pro-rated in the event of any authorized leave of absence during the year. Notwithstanding anything to the contrary, your guaranteed incentive compensation payment will be paid to you or your estate for the year in which your employment with CGMI/GCIB is terminated by

 

reason of your permanent disability (as defined by CGMI’s/GCIB’s long-term disability carrier) or death and all CAP awards, upon death, will vest immediately and upon disability, will vest after 12 consecutive months of disability. Such payment shall be made to you or your estate when incentive compensation is typically made to others similarly situated to you. CGMI/GCIB shall have no obligation to pay you or your estate any guaranteed incentive compensation for any year after the year in which you became permanently disabled or died.

 

  (c) Notwithstanding anything to the contrary, your guaranteed incentive compensation payments for 2004, 2005, 2006 and 2007 not yet awarded will be paid in cash within 30 days after your termination of employment if, before the date of the scheduled payment CGMI/GCIB terminates your employment without Cause, and all previously granted CAP shall vest as of your termination date, or at GCIB’s discretion, a payment in cash (less customary payroll deductions) will be made to you for the value of the forfeited restricted stock based upon the value of the restricted stock on your termination date.

 

  (d) Upon termination of your employment, all employee perquisites, entitlements and benefits will immediately cease, except as otherwise provided for in this agreement, or as otherwise provided under the relevant benefit plans. In addition, you agree to accept the foregoing payments in full satisfaction of any and all claims arising out of this offer.
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