FORM OF CITIGROUP 2009 EXECUTIVE PREMIUM PRICE OPTION AGREEMENT Citigroup Inc. Equity Award Agreement
FORM OF
CITIGROUP 2009 EXECUTIVE PREMIUM PRICE OPTION AGREEMENT
1. Award
Agreement. Citigroup Inc. (“Citigroup”) hereby
grants to {NAME} (the “Participant”), the
award summarized below, pursuant to the terms of the 2009 Executive Premium Price Stock
Option Program (the “Program”). The
terms, conditions and restrictions of your award are contained in this Equity
Award Agreement, including the attached Appendix (together, the “Agreement”), and are
summarized, along with additional information, in the 2009 Executive Premium Price Stock
Option Program prospectus dated January 14, 2009, and any applicable
prospectus supplements (together, a “Prospectus”). Your
award is also governed by the Citigroup 1999 Stock Incentive Plan, as amended
and restated effective January 1, 2009, and as it may be further amended from
time to time (the “Plan”). For
the award to be effective, you must accept below, acknowledging that you have
received and read the Prospectus and this Agreement, including the
Appendix.
2.
2009 Executive Premium Price Stock Option Program Award Summary*
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Stock Option Grant
Summary
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Grant
date:
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January
14, 2009
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Number
of option shares at $10.61 xxxxx xxxxx:
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{50%
#OPTION SHARES}†
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Number
of option shares at $17.85 xxxxx xxxxx:
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{50%
#OPTION SHARES}†
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Vesting
dates (25% each vesting date):
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January
14, 2010
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January
14, 2011
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January
14, 2012
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January
14, 2013
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Option
expiration date:
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January
14, 2019
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† Vested
options may not be exercised unless and until the NYSE closing price of
Citigroup stock equals or exceeds the applicable xxxxx xxxxx for at least 20
NYSE trading days within any period of 30 consecutive NYSE trading days starting
on or after the grant date but ending no later than the option expiration
date. Once the applicable Xxxxx Xxxxx Exercise Condition (as defined
in Section 3) is attained, vested options will remain exercisable until the
option expiration date, regardless of subsequent stock price
performance.
3. Acceptance and Agreement by
Participant. I hereby accept the award described above, and agree to be
bound by the terms, conditions, and restrictions of such award as set forth in
this Agreement, including the Appendix, and in the Prospectus (acknowledging
hereby that I have read and that I understand such documents), the Plan and
Citigroup’s policies, as in effect from time to time, relating to the
administration of the Program and the Plan. I understand that vesting
is conditioned upon continuous employment with the Company, and that an Award
may be cancelled if there is a break in or termination of my employment with the
Company.
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PARTICIPANT'S
[SIGNATURE][ACCEPTANCE]:
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By:
________________________
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__________________________
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[Name]
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Name:
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[Title]
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GEID:
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*The
terms, conditions and restrictions applicable to your award, including what
happens in the event of a termination or suspension of your employment, and
including restrictions or a potential waiver of your rights that may apply
pursuant to provisions of the Emergency Economic Stabilization Act of 2008, are
contained in this Agreement, which includes the Appendix hereto, and are also
summarized in the Prospectus.
APPENDIX
This
Appendix constitutes part of the Equity Award Agreement (the “Agreement”) and is
applicable to the 2009
Executive Premium Price Stock Option Program award summarized on the
first page of this Agreement. This Appendix is part of
the Agreement and sets forth the terms and conditions and other information
applicable to the non-qualified stock option grant (an “Option”) made to
Participant under the Program, as described in the Award Summary on page
1. Option grants are hereinafter referred to as “Awards”. All
Awards are denominated in shares of Citigroup common stock, par value $.01 per
share (referred to herein as “shares” or “Citigroup
stock”). The “Company”, for
purposes of this Agreement, shall mean Citigroup and its subsidiaries that
participate in the Program, except where provided otherwise herein.
1. Terms and
Conditions. The terms, conditions, and restrictions of the
Award are set forth below. Certain of these provisions, along with
other important information, are summarized in the 2009 Executive Premium Price Stock
Option Program prospectus dated January 14, 2009, and any applicable
prospectus supplement (together, the “Prospectus”). The
terms, conditions, and restrictions of the Award include, but are not limited
to, provisions relating to amendment, vesting, and cancellation of Awards,
restrictions on the transfer of Awards, and additional restrictions or a
potential waiver of Participant’s rights to an Award, if required by the
applicable provisions of the Emergency Economic Stabilization Act of 2008, which
will regulate Citigroup’s policies and practices with respect to corporate
governance and executive compensation, as further described below.
By
accepting an Award, Participant acknowledges that he or she has read and
understands the Prospectus and the terms and conditions set forth in this
Appendix. Participant understands that this Award and all other
awards are entirely discretionary and that no right to receive the Award, or any
award, exists absent a prior written agreement to the contrary.
Participant
understands that the value that may be realized from an Award, if any, is
contingent and depends on the future market price of Citigroup stock, among
other factors, and that because equity awards are discretionary, and intended to
promote employee retention and stock ownership and to align employees’ interests
with those of stockholders, equity awards are subject to vesting conditions and
will be canceled if vesting conditions are not satisfied.
Any
monetary value assigned to an Award in any communication regarding the Award is
contingent, hypothetical, and for illustrative purposes only and does not
express or imply any promise or intent by the Company to deliver, directly or
indirectly, any certain or determinable cash value to
Participant. Receipt of an Award covered by this Agreement, or any
other award, is neither an indication nor a guarantee that an award of any type
or amount will be made in the future, and absent a written agreement to the
contrary, the Company is free to change its practices and policies regarding
discretionary awards at any time in its sole discretion.
Any
actual, anticipated, or estimated financial benefit to Participant from an Award
is not and shall not be deemed to be a normal or an integral part of
Participant’s regular or expected salary or compensation from employment for any
purposes, including, but not limited to, calculating any statutory, common law
or other severance, resignation, termination, redundancy, end of service
payments, bonuses, long-service awards, pension or retirement or welfare
benefits or similar payments, and in no event should be considered as
compensation for, or relating in any way to, past services for the
Company.
2. Vesting. If
Participant remains employed by the Company until the option vesting date(s)
indicated in the Stock Option Grant Summary on page 1 (each a “Vesting Date”),
Option shares shall vest and become exercisable, subject to attainment of the
Xxxxx Xxxxx Exercise Condition (as defined in Section 3 below), in the
installment amounts (subject to rounding, in Citigroup’s discretion) for the
applicable Vesting Date. Vesting is subject to confirmation by
Citigroup that all conditions to vesting have been satisfied. With
respect to each installment vesting, 50% of the option shares will have an
option grant (exercise) price of $10.61, and 50% will have an option grant
(exercise) price of $17.85.
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3. Xxxxx Xxxxx Exercise
Condition. A vested option may not be exercised unless and
until, and then only to the extent that, the New York Stock Exchange (“NYSE”) closing price
of Citigroup stock equals or exceeds the applicable xxxxx xxxxx indicated in the
Stock Option Grant Summary on page 1 for at least 20 NYSE trading days within
any period of 30 consecutive NYSE trading days starting on or after the option
grant date but ending no later than the option expiration date (the “Xxxxx Xxxxx Exercise
Condition”). Once the applicable Xxxxx Xxxxx Exercise
Condition has been attained, whether before or after a Vesting Date, the vested
options will remain exercisable until the option expiration date, regardless of
subsequent stock price performance.
Vesting
is conditioned on Participant’s continuous employment with the Company up to and
including the scheduled Vesting Date, unless otherwise provided
below.
4. Exercise of
Option. Vested Option shares may be exercised in whole or in
part by Participant upon notice to the Company, together with provision for
payment of the xxxxx xxxxx (set forth in the Stock Option Grant Summary) and
applicable withholding taxes. Such notice shall be given in the
manner prescribed by Citigroup and shall specify the date and method of exercise
and the number of Option shares that are being exercised. The
currently available option exercise methods, which are subject to change at any
time, are described in the Prospectus. All stock option exercises
will be processed in accordance with the Citigroup Equity Compensation
administrative procedures and deadlines then in effect. If
Participant uses a broker-assisted exercise method that may be available from
time to time, Participant acknowledges and agrees that option proceeds from any
broker-assisted exercises will be net of applicable commissions and fees
associated with these transactions. The applicable commissions and
fees will be disclosed to Participant at or prior to the time of exercise or
will be available to Participant upon request. The laws of the
country in which Participant is working at the time of grant, vesting, and/or
exercise of the Option (including any rules or regulations governing securities,
foreign exchange, tax or labor matters), and Citigroup accounting or other
policies, whether dictated by such country’s political or regulatory climate or
otherwise, may restrict or prohibit any one or more of the stock option exercise
methods described in the Prospectus; such restrictions may apply differently if
Participant is a resident or expatriate employee, and are subject to change at
any time. If the last day on which an Option may be exercised
pursuant to this Agreement is not a trading day on the NYSE, then the
immediately preceding NYSE trading day shall be the last day on which the Option
may be exercised. An Option may not be exercised after the Option
Expiration Date set forth in the Stock Option Grant Summary (the “Option expiration
date”). The
Company is not obligated to notify a Participant that an Option is nearing
expiration.
5. Fractional
Shares. Participant acknowledges that only whole shares of
Citigroup stock may be delivered upon the exercise of an Option for shares and
that while Citigroup will endeavor to compensate Participant in cash for any
fractional shares Participant would otherwise be entitled to receive pursuant to
the terms of an Award, due to foreign exchange controls that may be in effect
from time to time in certain countries, there is no guarantee that such payments
can be made to Participants residing outside of the United States, and the
Company shall not be liable if for such reason payment is not made to a
Participant.
6. Termination and Interruption of
Employment. Participant’s right to vest in an Award is
conditioned upon Participant’s continuous employment with the Company, except as
otherwise provided below. In certain circumstances described below,
Participant’s right to exercise vested Option shares may also be
affected.
For
all purposes related to an Award, Participant’s employment shall be deemed
terminated on the date of Participant’s “separation from service” from
Citigroup. Whether a “separation from service” has occurred will be
determined in accordance with the definition of such term in Treas. Reg. §
1.409A-1(h), which, unless provided otherwise by such definition (or elsewhere
in this Agreement in a manner that does not conflict with such definition) shall
be as of Participant’s last day of active service with the Company, regardless
of any entitlement to notice, payment in lieu of notice, severance pay,
termination pay, pension payment, or the equivalent that may be provided by any
other plan, contract, or law.
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If
Participant’s continuous employment with the Company terminates or is
interrupted for any reason stated below, Participant’s rights with respect to
the Award will be affected as described below.
(a) Voluntary Resignation or
Involuntary Termination Other than for Gross Misconduct. If
Participant voluntarily terminates his or her employment with the Company, or if
Participant’s employment is terminated by the Company for any reason other than
“gross misconduct” (as defined below in Section 6(f)), vesting of Option shares
will cease on the date Participant’s employment is so terminated, and all
unvested Option shares subject to the Award will be
canceled. Participant may exercise any vested Option shares, subject
to satisfaction of the Xxxxx Xxxxx Exercise Condition, until no later than the
Option expiration date.
(b) Disability. The
Option will continue to vest on schedule, and if vested, may continue to be
exercised (but not later than the Option expiration date), during Participant’s
approved disability leave, subject to satisfaction of the Xxxxx Xxxxx Exercise
Condition. (i) If Participant’s approved disability leave results in
a “separation from service,” any unvested Option shares will be cancelled, and
any vested Option shares may be exercised, subject to satisfaction of the Xxxxx
Xxxxx Exercise Condition, until no later than the Option expiration
date. (ii) If Participant provides proof satisfactory to the Company
that Participant has been determined by the United States Social Security
Administration to be totally disabled, any unvested Option shares will vest, and
vested Option shares may be exercised, subject to satisfaction of the Xxxxx
Xxxxx Exercise Condition, until no later than the Option expiration
date.
(c) Approved Personal Leave of
Absence (Non-Statutory Leave). The Option will continue to
vest on schedule during the first six months of an approved personal leave of
absence, and if vested, may be exercised (but not later than the Option
expiration date), subject to satisfaction of the Xxxxx Xxxxx Exercise
Condition. All unvested Option shares will be canceled as soon as the
approved personal leave of absence has exceeded six months, but vested Option
shares may be exercised, subject to satisfaction of the Xxxxx Xxxxx Exercise
Condition, until no later than the Option expiration date.
(d) Statutory Leave of
Absence. The Option will continue to vest and Participant may
continue to exercise vested Option shares (but not later than the Option
expiration date), subject to satisfaction of the Xxxxx Xxxxx Exercise Condition,
during a leave of absence that is approved by management of Participant’s
business unit, is provided by applicable law and taken in accordance with such
law and applicable Company policy (a “statutory leave of
absence”). If a statutory leave of absence is followed without
interruption by an approved personal leave of absence, any unvested Option
shares will be canceled as of the date that the combined leaves, if continuous,
have exceeded six months, but vested Option shares may be exercised, subject to
satisfaction of the Xxxxx Xxxxx Exercise Condition, until no later than the
Option expiration date.
(e) Death. If
Participant’s employment terminates by reason of Participant’s death, any
unvested Option shares will vest and vested Option shares may be exercised by
Participant’s estate, subject to satisfaction of the Xxxxx Xxxxx Exercise
Condition, until no later than the Option expiration date.
(f) Involuntary Termination for Gross
Misconduct. Notwithstanding any provisions of this Agreement
to the contrary, if the Company terminates Participant’s employment because of
Participant’s “gross misconduct” (as defined below), vesting of the Option, and
the right to exercise vested Option shares, will cease on the date Participant’s
employment is so terminated; all unexercised Option shares will be canceled as
of the termination date of Participant’s employment and Participant shall have
no further rights of any kind with respect to the Award. For purposes
of this Agreement, “gross misconduct”
means any conduct that (i) is in competition with the Company’s business
operations, (ii) that breaches any obligation that Participant owes to the
Company or Participant’s duty of loyalty to the Company, (iii) is materially
injurious to the Company, monetarily or otherwise, or (iv) is otherwise
determined by the Personnel and Compensation Committee of the Citigroup Board of
Directors (the “Committee), in its sole discretion, to constitute gross
misconduct. For purposes of this Section 6(f), “Company” shall mean
Citigroup and any of its subsidiaries.
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(g) 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 Option will continue to vest on schedule
and vested Option shares may continue to be exercised, subject to satisfaction
of the Xxxxx Xxxxx Exercise Condition, until no later than the Option expiration
date.
(ii) If
Participant transfers to a subsidiary that is not a member of the “controlled
group” of Citigroup (as defined below), vesting of an Option will cease and any
unvested Option shares will be cancelled as of the transfer date, but vested
Option shares may be exercised, subject to satisfaction of the Xxxxx Xxxxx
Exercise Condition, until no later than the Option expiration date.
For
purposes of this Agreement, “controlled group” has
the meaning set forth in Treas. Reg. § 1.409A-1(h)(3).
(h) Employing Company is Acquired by
Another Entity (Change in Control). If Participant is employed
by a company or other legal entity that is acquired by another entity in a
transaction that is described in Section 409A(a)(2)(A)(v) of the United States
Internal Revenue Code of 1986, as amended (the “Code”) and the
regulations thereunder (a “change in control”),
any unvested Option shares will vest immediately, and the Option may be
exercised, subject to satisfaction of the Xxxxx Xxxxx Exercise Condition, until
no later than the Option expiration date.
7.
Non-Transferability. The Award may not be sold, pledged,
hypothecated, assigned, margined or otherwise transferred, other than by will or
the laws of descent and distribution, and no 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. The Company shall
be under no obligation to entertain, investigate, respect, preserve, protect or
enforce any actual or purported rights or interests asserted by any creditor of
Participant or any other third party in the Award, and Participant agrees to
take all reasonable measures to protect the Company against any such claims
being asserted in respect of Participant’s Award and to reimburse the Company
for any and all reasonable expenses it incurs defending against or complying
with any such third-party claims if Participant could have reasonably acted to
prevent such claims from being asserted against the Company.
8. Stockholder
Rights. Participant shall have no rights as a stockholder of
Citigroup over any shares covered by an Award, unless and until shares are
distributed to Participant in connection with an Option exercise.
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(s)
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.
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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 and/or the xxxxx xxxxx
applicable 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, the exercise of an Option, 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.
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
EESA (as defined in Section 16), or (ii) except as provided in Section 16,
adversely affect Participant’s rights with respect to the Award, as determined
by the Committee, without Participant’s written consent.
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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 and any
regulations 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, Participant acknowledges that
the Award is subject to forfeiture or repayment if the Award is based on
performance metrics that are materially inaccurate. If applicable,
Participant also hereby grants to the U. S. Treasury and the Company a waiver
releasing the U.S. Treasury and the Company from any claims that Participant may
otherwise have as a result of the issuance of any regulations which adversely
modify the terms of an Award that would not otherwise comply with the executive
compensation and corporate governance requirements of EESA or any securities
purchase agreement or other agreement entered into between the Company and the
U.S. Treasury 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.
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.
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(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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