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This excerpt taken from the C 10-K filed Feb 26, 2010. (e) Transfer to Non-Participating
Subsidiary.
(i) If Participant transfers to a
subsidiary that is a member of the “controlled group” of Citigroup (as defined
below), the Award will continue to vest on schedule.
(ii) If Participant transfers to a
subsidiary that is not a member of the “controlled group” of Citigroup (as
defined below), Participant’s unvested shares will be cancelled.
For purposes of this Agreement,
“controlled group” has the meaning set forth in Treas.
Reg. § 1.409A-1(h)(3).
(f) The Company is Acquired by Another Entity (Change in
Control). If
Participant’s employer is acquired by another entity in a transaction that is
described in Treas. Reg. §1,409A-3(i)(5)(i)
(a “change in control”) Participant’s employment will not be
deemed to have terminated in connection with the change in control and the Award
will continue to vest on schedule. If the employment of Participant terminates
for any reason on or after the change in control, then such applicable
provisions of this Section 6 will apply.
7. Non-Transferability.
Prior to the Vesting
of an Award and the lapse of the transfer restriction of Section 4, neither the
Award, nor any share subject to the Award, may be sold, pledged, hypothecated,
assigned, margined or otherwise transferred, other than by will or the laws of
descent and distribution, and no Award or interest or right therein shall be
subject to the debts, contracts or engagements of Participant or his or her
successors in interest or shall be subject to disposition by transfer,
alienation, anticipation, pledge, encumbrance, assignment or any other means
whether such disposition be voluntary or involuntary or by operation of law, by
judgment, lien, levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy or divorce), and any attempted disposition
thereof shall be null and void, of no effect, and not binding on the Company in
any way. Participant agrees that any purported transfer shall be null and void,
and shall constitute a breach of this Agreement causing damage to the Company
for which the remedy shall be a cancellation of the Award. During Participant’s
lifetime, all rights with respect to the Award shall be exercisable only by
Participant, and any and all payments in respect of the Award shall be to
Participant only.
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8. Stockholder Rights.
Participant shall
have no rights as a stockholder of Citigroup over any unvested shares covered by
an Award, except that during the vesting period Participant shall receive
dividend or dividend equivalent payments in respect of shares subject to an
Award.
9. Right of Set Off. Participant agrees that the Company may,
to the extent permitted by applicable law, retain for itself funds or securities
otherwise payable to Participant pursuant to this Award or any award under any
equity award program administered by Citigroup to offset any amounts paid by the
Company to a third party pursuant to any award, judgment, or settlement of a
complaint, arbitration, or lawsuit of which Participant was the subject; to
satisfy any obligation or debt that Participant owes the Company or its
affiliates; or in the event any equity award is canceled pursuant to its terms.
The Company may not retain such funds or securities and set off such obligations
or liabilities, as described above, until such time as they would otherwise be
distributable to Participant in accordance with the applicable award terms.
10. Consent to Electronic Delivery.
In lieu of receiving
documents in paper format, Participant hereby agrees, to the fullest extent
permitted by law, to accept electronic delivery of any documents that Citigroup
may be required to deliver (including, but not limited to, prospectuses,
prospectus supplements, grant or award notifications and agreements, account
statements, annual and quarterly reports, and all other forms or communications)
in connection with the Award covered by this Agreement and any other prior or
future incentive award or program made or offered by Citigroup or its
predecessors or successors. Electronic delivery of a document to Participant may
be via a Company e-mail system or by reference to a location on a Company
intranet site to which Participant has access.
11. Plan Administration.
The Award described
in this Agreement has been granted subject to the terms of the Plan, and the
shares deliverable to Participant in connection with an Award will be from the
shares available for grant pursuant to the terms of the Plan.
12. Adjustments. In the event of any change in Citigroup’s
capital structure on account of (i) any extraordinary dividend, stock dividend,
stock split, reverse stock split or any similar equity restructuring; or (ii)
any combination or exchange of equity securities, merger, consolidation,
recapitalization, reorganization, divestiture or other distribution (other than
ordinary cash dividends) of assets to stockholders, or any other similar event
affecting Citigroup’s capital structure, to the extent necessary to prevent the
enlargement or diminution of the rights of Participants, the Committee shall
make such appropriate equitable adjustments as may be permitted by the terms of
the Plan and applicable law, to the number or kind of shares subject to an
Award. All such adjustments shall conform to the requirements of Section 409A of
the Code, to the extent applicable, and with respect to Awards intended to
qualify as “performance-based compensation” under Section 162(m) of the Code,
such adjustments or substitutions shall be made only to the extent that the
Committee determines that such adjustments or substitutions may be made without
causing the Company to be denied a tax deduction on account of Section 162(m) of
the Code. Citigroup shall give each Participant notice of an adjustment
hereunder and, upon notice, such adjustment shall be conclusive and binding for
all purposes. Notwithstanding the foregoing, the Committee may, in its
discretion, decline to adjust any Award made to a Participant, if it determines
that such adjustment would violate applicable law or result in adverse tax
consequences to the Participant or the Company, and neither the Committee nor
Citigroup shall be bound to compensate any Participant for any such adjustment
not made, nor shall they be liable to Participant for any additional personal
tax or other consequences of any adjustments that are made to an Award.
13. Taxes and Tax Residency Status.
By accepting the
Award, Participant agrees to pay all applicable income and/or social taxes and
file all required tax returns in all jurisdictions where Participant is subject
to tax and/or an income tax filing requirement. If Participant is an employee in
one of Citigroup’s expatriate programs, he or she agrees to pay all applicable
income and/or social taxes and file all tax returns in accordance with the
applicable expatriate policy. To assist Citigroup in achieving full compliance
with its obligations under the laws of all relevant taxing jurisdictions,
Participant agrees to keep complete and accurate records of his or her income
tax residency status and the number and location of workdays outside his or her
country of income tax residency from the date of an Award until the later of the
vesting of an Award or the subsequent sale of any shares received in connection
with an Award. By signing this Agreement, Participant also agrees to provide,
upon request, information about his or her tax residency status to Citigroup
during such period. Participant will be responsible for any income tax due,
including penalties and interest, arising from any misstatement by Participant
regarding such information.
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14. Entire Agreement; No Right to
Employment. The
Prospectus and the Agreement constitute the entire understanding between the
Company and Participant regarding the Award and supersede all previous written,
oral, or implied understandings between the parties hereto about the subject
matter hereof, including any written or electronic agreement, election form or
other communication to, from or between Participant and the Company. Nothing
contained herein, in the Plan, or in any Prospectus shall confer upon
Participant any rights to continued employment or employment in any particular
position, at any specific rate of compensation, or for any particular period of
time.
15. Amendment. The Committee may, in its sole
discretion, modify, amend, terminate or suspend the Award or the Program at any
time, except that no termination, suspension, modification or amendment of the
Award or the Program shall (i) cause the Award or the Program to become subject
to, or violate, Section 409A of the Code, or (ii) adversely affect Participant’s
rights with respect to the Award, as determined by the Committee, without
Participant’s written consent.
16. Compliance with Emergency Economic
Stabilization Act of 2008. Participant acknowledges that if Participant and any Award governed by
this Agreement are subject to Section 111 of the Emergency Economic
Stabilization Act of 2008, as amended, and any regulations, determinations or
interpretations that may from time to time be promulgated thereunder (“EESA”),
then any payment of any kind provided for by this Agreement must comply with
EESA, and that this Agreement shall be interpreted or reformed to so comply. If
the making of any payment pursuant to this Agreement would violate EESA, or if
the making of such payment may in the judgment of the Company limit or adversely
impact the ability of the Company to participate in, or the terms of the
Company’s participation in, the Troubled Asset Relief Program, the Capital
Purchase Program, or to qualify for any other relief under EESA, Participant
shall be deemed to have waived his or her right to such payment. In addition, if
applicable, the Award will be subject to forfeiture or repayment if the Award is
based on performance metrics that are later determined to be materially
inaccurate. If applicable, Participant also hereby grants to the U. S. Treasury
(or other body of the U.S. government) and to the Company a waiver releasing the
U.S. Treasury (or other body) and the Company from any claims that Participant
may otherwise have as a result of the issuance of any regulations,
determinations or interpretations that adversely modify the terms of the Award
or any benefits plans, arrangements and agreements to eliminate any provisions
that would not be in compliance with the executive compensation and corporate
governance requirements of Section 111 of EESA and any regulations,
determinations or interpretations that may from time to time be promulgated
thereunder, or any securities purchase agreement or other agreement entered into
between the Company and the U.S. Treasury (or other body) pursuant to EESA.
17. Arbitration; Conflict; Governing Law.
Any disputes related
to the Award shall be resolved by arbitration in accordance with the Company’s
arbitration policies. In the absence of an effective arbitration policy,
Participant understands and agrees that any dispute related to an Award shall be
submitted to arbitration in accordance with the rules of the American
Arbitration Association, if so elected by the Company in its sole discretion. In
the event of a conflict between the Prospectus and this Agreement, this Agreement shall control.
In the event of a conflict between this Agreement and the Plan, the Plan shall
control. This Agreement shall be governed by the laws of the State of New York
(regardless of conflict of
laws principles) as to all matters, including, but not limited to, the
construction, application, validity and administration of the Program.
18. Disclosure Regarding Use of Personal
Information and Participant’s Consent.
(a) Definition and Use of “Personal Information.” In connection with the grant of this
Award, and any other award under the Program or any other equity award program,
and the implementation and administration of any such program, including,
without limitation, Participant’s actual participation, or consideration by the
Company for potential future participation, in any program at any time,
it is or may become necessary for the Company to
collect, transfer, use, and hold certain personal information
regarding Participant in and/or outside
of Participant’s home country.
The “personal information” that Citigroup may collect, process,
store and transfer for the purposes outlined above may include Participant’s
name, nationality, citizenship, tax or other residency status, work
authorization, date of birth, age, government/tax identification number,
passport number, brokerage account information, GEID or other internal
identifying information, home address, work address, job and location history,
compensation and equity award information and history, business unit, employing
entity, and Participant’s beneficiaries and contact information. Participant may
obtain more details regarding the access and use of his/her personal
information, and may correct or update such information, by contacting his/her
human resources representative or local equity coordinator.
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Use, transfer,
storage and processing of personal information, electronically or otherwise, may
be in connection with the Company’s internal administration of its equity award
programs, or in connection with tax or other governmental and regulatory
compliance activities directly or indirectly related to an equity award program.
For such purposes only, personal information may be used by third parties
retained by the Company to assist with the administration and compliance
activities of its equity award programs, and may be transferred by the company
that employs (or any company that has employed) Participant from Participant’s
home country to other Citigroup entities and third parties located in the United
States and in other countries. Specifically, those parties that may have access
to Participant’s information for the purposes described herein include, but are
not limited to, (i) human resources personnel responsible for administering the
equity award programs, including local and regional equity award coordinators,
and global coordinators located in the United States; (ii) Participant’s U.S.
broker and equity account administrator and trade facilitator; (iii)
Participant’s U.S., regional and local employing entity and business unit
management, including Participant’s supervisor and his/her superiors; (iv) the
Committee or its designee, which is responsible for administering the Plan; (v)
Citigroup’s technology systems support team (but only to the extent necessary to
maintain the proper operation of electronic information systems that support the
equity award programs); and (vi) internal and external legal, tax and accounting
advisors (but only to the extent necessary for them to advise the Company on
compliance and other issues affecting the equity award programs in their
respective fields of expertise). At all times, Company personnel and third
parties will be obligated to maintain the confidentiality of Participant’s
personal information except to the extent the Company is required to provide
such information to governmental agencies or other parties. Such action will
always be undertaken only in accordance with applicable law.
(b)
Participant’s Consent.
BY ACCEPTING THIS
AWARD, PARTICIPANT EXPLICITLY CONSENTS (I) TO THE USE OF PARTICIPANT’S PERSONAL
INFORMATION FOR THE PURPOSE OF BEING CONSIDERED FOR PARTICIPATION IN FUTURE
EQUITY OR OTHER AWARD PROGRAMS (TO THE EXTENT HE/SHE IS ELIGIBLE UNDER APPLICABLE PROGRAM
GUIDELINES, AND WITHOUT ANY GUARANTEE THAT ANY AWARD WILL BE MADE); AND (II) TO
THE USE, TRANSFER, PROCESSING AND STORAGE, ELECTRONICALLY OR OTHERWISE, OF
HIS/HER PERSONAL INFORMATION, AS SUCH USE HAS OCCURRED TO DATE, AND AS SUCH USE
MAY OCCUR IN THE FUTURE, IN CONNECTION WITH THIS OR ANY OTHER EQUITY OR OTHER
AWARD, AS DESCRIBED ABOVE.
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