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.
(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.