Citigroup (C)

(i) Voluntary Resignation to Pursue Alternative Career.  If [Participant has not met the conditions of Section 6(j), (k) or (l), and], with the prior written approval of the Senior Human Resources Officer for Participant’s business, in his or her sole discretion, Participant voluntarily resigns from his or her employment with the Company to work in a full-time career in either government service, for a bona fide charitable institution, or as a teacher at a bona fide educational institution, and/or otherwise satisfies the alternative or additional requirements that may be imposed by then applicable guidelines adopted for the purposes of administering this provision, (i) any unvested [restricted stock] [deferred stock][deferred cash award] will vest and be [distributable][distributed] to Participant [as soon as practicable after the termination date][on the 90th day following the “separation from service” date][;and (ii) vesting of an Option will cease and [vested options may continue to be exercised for up to [XX DAYS/MONTHS/YEARS] after Participant’s [“separation from service”][termination] date (but not later than the Option expiration date), provided that Participant is not, at any time up to and including any exercise date, employed by a “significant competitor” of the Company (as defined in Section 6(p) below)][all unexercised Option shares will be canceled as of Participant’s [“separation from service”[termination] date and Participant shall have no further rights of any kind with respect to the Option].

 

(i) Voluntary Resignation to Pursue Alternative Career.  If [Participant has not met the conditions of Section 6(j), (k) or (l), and], with the prior written approval of the Senior Human Resources Officer for Participant’s business, in his or her sole discretion, Participant voluntarily resigns from his or her employment with the Company to work in a full-time career in either government service, for a bona fide charitable institution, or as a teacher at a bona fide educational institution, and/or otherwise satisfies the alternative or additional requirements that may be imposed by then applicable guidelines adopted for the purposes of administering this provision, (i) any unvested restricted or deferred stock [deferred cash award] will vest and be distributed to Participant on the 90^th day following the “separation from service” date[;and (ii) vesting of an Option will cease and [vested options may continue to be exercised for up to [XX DAYS/MONTHS/YEARS] after Participant’s “separation from service” date (but not later than the Option expiration date), provided that Participant is not, at any time up to and including any exercise date, employed by a “significant competitor” of the Company (as defined in Section 6(p) below)][all unexercised Option shares will be canceled as of Participant’s “separation from service” date and Participant shall have no further rights of any kind with respect to the Option].