CITIGROUP INC.
\n2010 KEY EMPLOYEE PROFIT SHARING PLAN
\nAWARD AGREEMENT Section 1. Award Agreement. Citigroup Inc. (the “Company”)
\nhereby grants to [NAME] (the “Participant”) the award (the “Award”) summarized
\nbelow, pursuant to the terms of the Citigroup Inc. 2010 Key Employee Profit
\nSharing Plan (the “Plan”). The terms, conditions and restrictions of the Award
\nare contained in this Award Agreement (this “Agreement”) and the Plan. For the
\nAward to be effective, the Participant must sign below and return this Agreement
\nacknowledging that the Participant has received and read this Agreement and the
\nPlan. Except as otherwise defined in this Agreement, all capitalized terms have
\nmeanings set forth in the Plan. Section 2. Applicable Percentage. [APPLICABLE
\nPERCENTAGE]. Section 3. Forfeiture or Clawback of Payments. The Participant
\nacknowledges that amounts payable to the Participant under the Plan and the
\nAward are subject to forfeiture or clawback under the circumstances specified in
\nArticle V of the Plan. Section 4. Acceptance and Agreement by Participant. The
\nParticipant hereby accepts the Award and agrees to be bound by the terms,
\nconditions and restrictions of the Award as set forth in the Plan, this
\nAgreement and the Committee153s policies, as in effect from time to time, relating
\nto the administration of the Plan. The Participant understands that the Award
\nand any other incentive awards that may be granted are entirely discretionary
\nand that the Participant has no right to receive the Award or any future
\nincentive awards. Section 5. Entire Agreement. The Plan and this Agreement
\nconstitute the entire understanding between the Company and the Participant
\nregarding the Award and supersede all previous written, oral or implied
\nunderstandings between the parties about the subject matter hereof, including
\nany written or electronic agreement, election form or other communication to,
\nfrom or between the Participant and the Company or any Affiliated Employer.
\nSection 6. Disclosure Regarding Use of Personal Information and Participant153s
\nConsent. (a) Definition and Use of “Personal Information”. In connection
\nwith the grant of this Award, and any other award under any other incentive
\naward program, and the implementation and administration of any such program,
\nincluding, without limitation, the Participant153s actual participation, or
\nconsideration by the Company for potential future participation, in any program
\nat any time, it is or may become necessary for the Company to collect, transfer,
\nuse and hold certain personal information regarding the Participant in and\/or
\noutside of Participant153s home country. <\/p>\n
<\/p>\n
The “personal information” that the Company may collect, process, store and
\ntransfer for the purposes outlined above may include the Participant153s name,
\nnationality, citizenship, tax or other residency status, work authorization,
\ndate of birth, age, government\/tax identification number, passport number,
\nbrokerage account information, GEID or other internal identifying information,
\nhome address, work address, job and location history, compensation and equity
\nand incentive award information and history, business unit, employing entity and
\nthe Participant153s beneficiaries and contact information. The Participant may
\nobtain more details regarding the access and use of his or her personal
\ninformation, and may correct or update such information, by contacting his or
\nher human resources representative or local equity and incentive award
\ncoordinator. Use, transfer, storage and processing of personal information,
\nelectronically or otherwise, may be in connection with the Company153s internal
\nadministration of its incentive award programs, or in connection with tax or
\nother governmental and regulatory compliance activities directly or indirectly
\nrelated to an equity or incentive award program. For such purposes only,
\npersonal information may be used by third parties retained by the Company to
\nassist with the administration and compliance activities of its equity and
\nincentive award programs, and may be transferred by the company that employs (or
\nany company that has employed) the Participant from the Participant153s home
\ncountry to other Citigroup entities and third parties located in the United
\nStates and in other countries. Specifically, those parties that may have access
\nto the Participant153s information for the purposes described herein include, but
\nare not limited to, (i) human resources personnel responsible for administering
\nthe equity and incentive award programs, including local and regional equity and
\nincentive award coordinators, and global coordinators located in the United
\nStates; (ii) the Participant153s U.S. broker and equity account administrator and
\ntrade facilitator; (iii) the Participant153s U.S., regional and local employing
\nentity and business unit management, including the Participant153s supervisor and
\nhis or her superiors; (iv) the Committee or its designee, which is responsible
\nfor administering the Plan; (v) the Company153s technology systems support team
\n(but only to the extent necessary to maintain the proper operation of electronic
\ninformation systems that support the equity and incentive award programs); and
\n(vi) internal and external legal, tax and accounting advisors (but only to the
\nextent necessary for them to advise the Company on compliance and other issues
\naffecting the equity and incentive award programs in their respective fields of
\nexpertise). At all times, Company personnel and third parties will be obligated
\nto maintain the confidentiality of Participant153s personal information except to
\nthe extent the Company is required to provide such information to governmental
\nagencies or other parties. Such action will always be undertaken only in
\naccordance with applicable law. 2 <\/p>\n
<\/p>\n
(b) Participant153s Consent. BY ACCEPTING THIS AWARD, THE PARTICIPANT
\nEXPLICITLY CONSENTS (I) TO THE USE OF THE PARTICIPANT153S PERSONAL INFORMATION FOR
\nTHE PURPOSE OF BEING CONSIDERED FOR PARTICIPATION IN FUTURE EQUITY, INCENTIVE OR
\nOTHER AWARD PROGRAMS (TO THE EXTENT HE OR SHE IS ELIGIBLE UNDER APPLICABLE
\nPROGRAM GUIDELINES, AND WITHOUT ANY GUARANTEE THAT ANY AWARD WILL BE MADE); AND
\n(II) TO THE USE, TRANSFER, PROCESSING AND STORAGE, ELECTRONICALLY OR OTHERWISE,
\nOF HIS OR HER PERSONAL INFORMATION, AS SUCH USE HAS OCCURRED TO DATE, AND AS
\nSUCH USE MAY OCCUR IN THE FUTURE, IN CONNECTION WITH THIS OR ANY OTHER EQUITY,
\nINCENTIVE OR OTHER AWARD, AS DESCRIBED ABOVE. <\/p>\n
| \n CITIGROUP INC.<\/p>\n<\/td>\n | <\/td>\n | \n PARTICIPANT<\/p>\n<\/td>\n<\/tr>\n | ||||
| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | ||||
| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | ||||
| \n By: <\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n |
| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | |
| \n Paul McKinnon<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | \n Name: <\/p>\n<\/td>\n | \n [NAME]<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | |
| \n Head of Human Resources<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | \n GEID:<\/p>\n<\/td>\n | \n [GEID]<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7104],"corporate_contracts_industries":[9415],"corporate_contracts_types":[9539,9546],"class_list":["post-38458","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-citigroup-inc","corporate_contracts_industries-financial__banks","corporate_contracts_types-compensation","corporate_contracts_types-compensation__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38458","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38458"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38458"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38458"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38458"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}} |