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This excerpt taken from the C 8-K filed Jan 21, 2009. (a) Vesting
Date. Except as provided otherwise in Section 4 of this
Agreement, Participant may vest in all or a portion of an Award by remaining
employed by the Company until the earlier to occur of one or both of the vesting
dates described in Sections 2(a)(i), or the vesting date described in Section
2(a)(ii) (each a “Vesting
Date”). Vesting in each case provided below is subject to
receipt of the information necessary to make required tax payments and
confirmation by Citigroup that all conditions to vesting and distribution have
been satisfied.
2
(i) If on
or before the Award Termination Date indicated in the Award Summary on page 1
(the “Award
Termination Date”) the Participant remains employed by the Company on the
date that Citigroup stock attains a price-performance target indicated in the
Award Summary and as described herein (each a “Trigger Price
Condition”), the shares comprising the portion of the Award related to
the Trigger Price Condition that has been satisfied shall vest on such
date. The Trigger Price Condition will be met if the New York Stock
Exchange (“NYSE”) closing price
of Citigroup stock equals or exceeds the applicable Trigger Price on 20 trading
days in any period of 30 consecutive NYSE trading days ending on or before the
Award Termination Date. If the NYSE is not open for trading on the
Award Termination Date, the immediately preceding trading day shall be
considered the Award Termination Date. Notwithstanding anything else
in this Agreement to the contrary, if one or both Trigger Price Conditions are
met prior to January 14, 2010, the Vesting Date pursuant to this Section 2(a)(i)
shall be January 14, 2010.
(ii) If,
on the Award Termination Date, the entire number of shares awarded has not
vested pursuant to Section 2(a)(i) above, [and Participant remains employed by
the Company or has retired while eligible under Sections 4(i) or 4(j) hereof,]
each portion of the Award that has not yet vested shall vest on the Award
Termination Date in an amount equal to the number of shares comprising the
portion of the Award related to the Trigger Price Condition that was not
attained multiplied by a fraction, the numerator of which is the NYSE closing
price of Citigroup stock on the Award Termination Date and the denominator of
which is the relevant Trigger Price. Notwithstanding the foregoing,
in no event may the number of shares vesting pursuant to this provision exceed
100% of the number of shares awarded pursuant to the portion of the Award to
which the formula contained in this Section 2(a)(ii) is applied.
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