CITIGROUP INC.
\n2010 KEY EMPLOYEE PROFIT SHARING PLAN PURPOSE The purpose of the Plan
\nis to (i) incentivize senior and other key employees to contribute to the
\nCompany153s long-term profitability in a manner that appropriately balances
\nincentives and risk, thereby aligning the employees153 interests with those of the
\nCompany153s shareholders and other stakeholders, (ii) attract and retain senior
\nand other key employees by providing a competitive compensation opportunity and
\n(iii) reward senior and other key employees for their efforts to restore the
\nCompany to sustained profitability. ARTICLE I DEFINITIONS Except as
\notherwise defined in a Participant153s Award Agreement, as used in the Plan and
\nthe Award Agreements, the following terms have the following meanings:
\n “Acceleration Event” means, as applicable, (i) termination of a
\nParticipant153s employment with the Company and the Affiliated Employers due to
\nsuch Participant153s death, Disability or Qualifying Termination or (ii) the
\noccurrence of a Qualifying Transaction with respect to the Affiliated Employer
\nthat employs a Participant. “Acceleration Entire Period” means January 1,
\n2010 through September 30 of the year following the year in which an
\nAcceleration Event occurs (or 2013, if earlier than such year); provided,
\nhowever, in the case of a Late Entrant, the Acceleration Entire Period shall
\ncommence on the Late Entrance Date. “Acceleration Initial Period” means
\nJanuary 1, 2010 through the last day of the fiscal quarter in which an
\nAcceleration Event occurs; provided, however, in the case of (i) a Late Entrant,
\nthe Acceleration Initial Period shall commence on the Late Entrance Date, and
\n(ii) a Participant who is a U.S. taxpayer and whose employment with the Company
\nand the Affiliated Employers terminates due to such Participant153s Disability,
\nthe Acceleration Initial Period shall end on the last day of the fiscal quarter
\nin which such Participant has been determined to be totally disabled by the
\nSocial Security Administration, if such date is earlier than the last day of the
\nfiscal quarter in which such termination occurs. “Affiliated Employer”
\nmeans any company or other entity that is related to the Company as a member of
\na controlled group of corporations in accordance with Section 1.409A-1(h)(3) of
\nthe Code and the regulations thereunder. <\/p>\n
<\/p>\n
“Applicable Percentage” means the percentage of Cumulative Pre-Tax Income
\nthat is payable to a Participant in respect of such Participant153s Award in
\naccordance with the terms of the Plan, as specified in such Participant153s Award
\nAgreement. “Award” means a Participant153s opportunity to receive a payment
\nunder the Plan in an amount determined based on the amount of Cumulative Pre-Tax
\nIncome with respect to the applicable Performance Period, subject to the terms
\nof the Plan and such Participant153s Award Agreement. “Award Agreement”
\nmeans a written or electronic document setting forth individualized information
\nrelating to a Participant153s Award under the Plan. The Committee may require a
\nParticipant to sign an Award Agreement as a condition to participation in the
\nPlan. “Bona Fide Leave” means a “bona fide leave of absence” from the
\nCompany and the Affiliated Employers as defined in Section 409A-1(h)(1)(i) of
\nthe Code and the regulations thereunder. “Code” means the Internal
\nRevenue Code of 1986, as amended. “Company” means Citigroup Inc., a
\nDelaware corporation. “Committee” means the Personnel and Compensation
\nCommittee of the Company153s Board of Directors. “Cumulative Pre-Tax
\nIncome” means, for any Performance Period, an amount equal to (i) the amount of
\nincome (loss) from continuing operations before income taxes of the Company
\nminus (ii) the amount of income (loss) from continuing operations before income
\ntaxes of Citi Holdings, in each case as reported for such period in the
\napplicable Quarterly Financial Data Supplements that are filed as exhibits to
\nthe Company153s applicable Forms 8-K. “Disability” means, with respect to a
\nParticipant who is (i) a U.S. taxpayer, that such Participant has been
\ndetermined to be totally disabled by the Social Security Administration, or (ii)
\nnot a U.S. taxpayer, that such Participant (x) is unable to engage in any
\nsubstantial gainful activity by reason of any medically determinable physical or
\nmental impairment that can be expected to result in death or can be expected to
\nlast for a continuous period of not less than 12 months or (y) by reason of any
\nmedically determinable physical or mental impairment that can be expected to
\nresult in death or can be expected to last for a continuous period of not less
\nthan 12 months, is receiving income replacement benefits for a period of not
\nless than three months under an accident and health plan covering employees of
\nthe Affiliated Employer that employs such Participant. “Entire Period”
\nmeans January 1, 2010 through December 31, 2013; provided, however, in the case
\nof a Late Entrant, the Entire Period shall commence on the Late Entrance Date.
\n2 <\/p>\n
<\/p>\n
“Gross Misconduct” means a Participant153s engaging in any conduct that (i) is
\nin competition with the business operations of the Company or any Affiliated
\nEmployer, (ii) breaches any obligation that such Participant owes to the Company
\nor any Affiliated Employer or such Participant153s duty of loyalty to the Company
\nor any Affiliated Employer, (iii) is materially injurious to the Company or any
\nAffiliated Employer, monetarily or otherwise, or (iv) is otherwise determined by
\nthe Committee, in its sole discretion, to constitute Gross Misconduct.
\n “Holdback Period” means January 1, 2013 through December 31, 2013;
\nprovided, however, in the case of a Participant whose employment terminates due
\nto Retirement, the Holdback Period means the first four fiscal quarters
\nfollowing the fiscal quarter in which such Retirement occurs. “Initial
\nPeriod” means January 1, 2010 through December 31, 2012; provided, however, in
\nthe case of a Late Entrant, the Initial Period shall commence on the Late
\nEntrance Date. “Involuntary Retirement” means the termination of a
\nParticipant153s employment with the Company and the Affiliated Employers by the
\nCompany or any Affiliated Employer (other than due to such Participant153s Gross
\nMisconduct, death or Disability) on or following the later of January 1, 2011
\nand the date on which such Participant is at least age 65 and the sum of such
\nParticipant153s age and full completed years of service with the Company and the
\nAffiliated Employers equals at least 75. “Late Entrance Date” means (i)
\nthe date on which a Late Entrant commences participation in the Plan, if such
\ndate is the first day of a fiscal quarter, or (ii) the first day of the fiscal
\nquarter following the date on which a Late Entrant commences participation in
\nthe Plan, if such date is not the first day of a fiscal quarter. “Late
\nEntrant” means a Participant who commences participation in the Plan on or after
\nJanuary 1, 2011. “Notional Interest Rate” means the 90-day, U.S.
\ndollar-based London Interbank Offered Rate (LIBOR), compounded on a monthly
\nbasis. “Participant” means a senior or other key employee of the Company
\nor any Affiliated Employer who receives an Award under the Plan.
\n “Performance Period” means, as applicable, the applicable Acceleration
\nEntire Period, Acceleration Initial Period, Entire Period, Holdback Period,
\nInitial Period or Retirement Period. “Personal Leave” means a Bona Fide
\nLeave that is a personal leave of absence that is approved by management of a
\nParticipant153s business unit in accordance with the leave of absence policies
\napplicable to such Participant. “Plan” means this 2010 Citigroup Inc. Key
\nEmployee Profit Sharing Plan, as amended from time to time. 3 <\/p>\n
<\/p>\n
“Qualifying Termination” means the termination of a Participant153s employment
\nwith the Company and the Affiliated Employers by the Company or any Affiliated
\nEmployer (other than due to such Participant153s Gross Misconduct, death,
\nDisability or Involuntary Retirement) in connection with (i) a sale or other
\ndisposition of assets comprising the business unit to which such Participant
\nprovides substantial services or (ii) the transfer to an external service
\nprovider of such Participant153s job function in connection with the Company153s or
\nsuch Affiliated Employer153s entering into a services agreement with such external
\nservice provider; provided, however, such termination shall not constitute a
\nQualifying Termination if it occurs following such Participant153s rejection of an
\nemployment opportunity with the acquirer of such assets or such external service
\nprovider, as applicable, on terms that the Company determines are comparable to
\nthe terms of such Participant153s employment with the Company and the Affiliated
\nEmployers. For the avoidance of doubt, if a Participant153s employment with the
\nCompany and the Affiliated Employers terminates under the circumstances
\ndescribed in clause (i) or (ii) (other than due to such Participant153s Gross
\nMisconduct, death or Disability) on or following the later of January 1, 2011
\nand the date on which such Participant is at least age 65 and the sum of such
\nParticipant153s age and full completed years of service with the Company and the
\nAffiliated Employers equals at least 75, such termination shall constitute an
\nInvoluntary Retirement and shall not constitute a Qualifying Termination.
\n “Qualifying Transaction” with respect to a Participant who is employed by
\nany Affiliated Employer means the Company153s ceasing to control or own a
\nsignificant equity interest in such Affiliated Employer due to the sale or other
\ndisposition of the stock or other equity interest of such Affiliated Employer;
\nprovided, however, if such Participant is a U.S. taxpayer, such sale or
\ndisposition shall not constitute a Qualifying Transaction unless such sale or
\ndisposition also constitutes a “change in control event” as defined in Section
\n409A of the Code and the regulations thereunder. “Retirement” means an
\nInvoluntary Retirement or a Voluntary Retirement, as applicable.
\n “Retirement Period” means January 1, 2010 through the earlier of (i) the
\nlast day of the fiscal quarter that includes the date of a Participant153s
\nRetirement and (ii) December 31, 2012; provided, however, in the case of a Late
\nEntrant, the Retirement Period shall commence on the Late Entrance Date.
\n “Significant Competitor” means any company or other entity that is
\ndesignated by the Committee as a significant competitor of the Company or any
\nAffiliated Employer and that is included on a list of significant competitors
\nfor purposes of the Company153s Capital Accumulation Program that will be made
\navailable to the Participants, as the same may be updated by the Committee from
\ntime to time. If a Participant153s employment with the Company and the Affiliated
\nEmployers has terminated, a “Significant Competitor” means a company or other
\nentity included on such list as in effect at the time of such termination.
\n “Statutory Leave” means a Bona Fide Leave that is approved by management of
\na Participant153s business unit, is provided by applicable law and is taken in
\naccordance with such law and applicable Company policy. “Threshold
\nPerformance Goal” means $17.5 billion. 4 <\/p>\n
<\/p>\n
“Voluntary Retirement” means the termination of a Participant153s employment
\nwith the Company and the Affiliated Employers by such Participant (other than
\ndue to such Participant153s death or Disability) on or following the later of
\nJanuary 1, 2011 and the date on which such Participant is at least age 65 and
\nthe sum of such Participant153s age and full completed years of service with the
\nCompany and the Affiliated Employers equals at least 75; provided that during
\nthe period from the date of such termination through (i) the date on which the
\nHoldback Payments are paid to Participants who remain employed with the Company
\nor any Affiliated Employer through January 20, 2013 or (ii) March 15, 2014, if
\nno Holdback Payments are paid to the Participants described in clause (i), such
\nParticipant (x) is not employed by a Significant Competitor and (y) does not,
\ndirectly or indirectly, (A) hire any employee of the Company or any Affiliated
\nEmployer or (B) solicit, induce or otherwise encourage any person to leave the
\nemployment of the Company or any Affiliated Employer. ARTICLE II
\nPARTICIPATION Section 2.01 Eligible Employees. The Committee shall select
\nthose senior and other key employees of the Company and the Affiliated Employers
\nwho are eligible to receive Awards under the Plan; provided, however, no
\nemployee shall be eligible to receive an Award under the Plan if the Committee
\ndetermines that such Award would cause the Company or any Affiliated Employer to
\nviolate any legal, regulatory or governmental requirement to which the Company
\nor any Affiliated Employer is subject or any agreement entered into between the
\nCompany or any Affiliated Employee and any governmental agency. Section 2.02
\nParticipation Outside of the United States. With respect to Participants who are
\nforeign nationals or who reside outside of the United States, the Committee may
\nprovide for such special terms and conditions, including, without limitation,
\nsubstitutes for Awards, as the Committee may consider necessary or appropriate
\nto accommodate differences in local law, tax policy or custom. The Committee may
\napprove any supplements to, or amendments, restatements or alternative versions
\nof, the Plan as it may consider necessary or appropriate for the purposes of
\nthis Section 2.02 without thereby affecting the terms of the Plan as in effect
\nfor any other purpose; provided that no such supplements, amendments,
\nrestatements or alternative versions shall include any provisions that are
\ninconsistent with the intent and purpose of the Plan, as then in effect.
\nARTICLE III PERFORMANCE AWARD Section 3.01 Performance Award. Subject to
\nArticles IV and V, each Participant shall be entitled to payment(s), if any, in
\nrespect of such Participant153s Award in the amount(s) determined in accordance
\nwith this Article III. 5 <\/p>\n
<\/p>\n
(a) Initial Payment. Such Participant shall be entitled to a payment (the
\n“Initial Payment”), paid after January 20, 2013 but in no event later than March
\n15, 2013, in an amount equal to two-thirds of the product of (i) Cumulative
\nPre-Tax Income for the applicable Initial Period and (ii) such Participant153s
\nApplicable Percentage. (b) Holdback Payment. Such Participant shall be
\nentitled to a payment (the “Holdback Payment”), if any, paid after January 20,
\n2014 but in no event later than March 15, 2014, in an amount equal to the
\nproduct of (i) the lesser of Cumulative Pre-Tax Income for such Initial Period
\nand the applicable Entire Period and (ii) such Participant153s Applicable
\nPercentage, minus (iii) the Initial Payment; provided, however, that in no case
\nshall the Holdback Payment be less than zero. The amount, if any, determined in
\naccordance with the preceding sentence shall be increased to reflect deemed
\nearnings on such amount during the applicable Holdback Period based on the
\napplicable Notional Interest Rate during such period. ARTICLE IV PAYMENT OF
\nAWARDS Section 4.01 Form of Payment. All payments under the Plan will be made
\nin cash. Notwithstanding the foregoing, the Committee in its sole discretion may
\ndetermine to provide any payment with respect to an Award in unrestricted shares
\nof the Company153s common stock; provided that any such fractional share will be
\npaid in cash. Any such shares used for such payment shall be (i) issued under
\nthe Company153s 2009 Stock Incentive Plan, as amended from time to time, or, if
\ndetermined by the Committee in its sole discretion, any other
\nshareholder-approved plan of the Company that provides for such payment and (ii)
\nvalued at a fair market value at the time of such payment as determined by the
\nCommittee in its sole discretion. Section 4.02 Taxes and Withholding. As a
\ncondition to any payment under the Plan, the Company may require a Participant
\nto pay such sum to the Company as may be necessary to discharge the Company153s
\nobligations with respect to any taxes, assessments or other governmental
\ncharges, whether of the United States or any other jurisdiction, imposed on
\nproperty or income received by such Participant hereunder. Alternatively, the
\nCompany may deduct or withhold such sum from any payment to such Participant,
\nwhether such payment is made pursuant to the Plan or otherwise. ARTICLE V
\nTERMINATION OF EMPLOYMENT; QUALIFYING TRANSACTION
\nFORFEITURE OR REDUCTION OF PAYMENTS Section 5.01 Termination Generally.
\nSubject to this Article V, on termination of a Participant153s employment with the
\nCompany and the Affiliated Employers at any time prior to January 20, 2013, such
\nParticipant shall not be entitled to any payment under the Plan. 6 <\/p>\n
<\/p>\n
Section 5.02 Death, Disability, Qualifying Termination or Qualifying
\nTransaction. On an Acceleration Event with respect to a Participant that occurs
\nprior to January 20, 2013, such Participant shall be entitled to payment(s), if
\nany, in respect of such Participant153s Award in the amount(s) determined in
\naccordance with this Section 5.02. (a) Initial Payment. Such Participant
\nshall be entitled to the Initial Payment, paid after January 20 of the year
\nfollowing such Acceleration Event (or 2013, if earlier than such year) but in no
\nevent later than March 15 of such year, in an amount equal to two-thirds of the
\nproduct of (i) Cumulative Pre-Tax Income for the applicable Acceleration Initial
\nPeriod and (ii) such Participant153s Applicable Percentage. (b) Holdback
\nPayment. Such Participant shall be entitled to the Holdback Payment, if any,
\npaid in the fourth calendar quarter of the year following such Acceleration
\nEvent (or 2013, if earlier than such year), in an amount equal to the product of
\n(i) the lesser of Cumulative Pre-Tax Income for such Acceleration Initial Period
\nand the applicable Acceleration Entire Period and (ii) such Participant153s
\nApplicable Percentage, minus (iii) the Initial Payment; provided, however, that
\nin no case shall the Holdback Payment be less than zero. The amount, if any,
\ndetermined in accordance with the preceding sentence shall be increased to
\nreflect deemed earnings on such amount during the first three calendar quarters
\nof the calendar year following such Acceleration Event (or 2013, if earlier than
\nsuch year) based on the applicable Notional Interest Rate during such quarters.
\n Section 5.03 Retirement. On a Participant153s Retirement that occurs prior to
\nJanuary 20, 2013, such Participant shall be entitled to payment(s), if any, in
\nrespect of such Participant153s Award in the amount(s) determined in accordance
\nwith this Section 5.03. (a) Initial Payment. Such Participant shall be
\nentitled to the Initial Payment, paid after January 20, 2013 but in no event
\nlater than March 15, 2013, in an amount equal to two-thirds of the product of
\n(i) the lesser of Cumulative Pre-Tax Income for the applicable Retirement Period
\nand the applicable Initial Period and (ii) such Participant153s Applicable
\nPercentage. (b) Holdback Payment. Such Participant shall be entitled to
\nthe Holdback Payment, if any, paid after January 20, 2014 but in no event later
\nthan March 15, 2014, in an amount equal to the product of (i) the least of
\nCumulative Pre-Tax Income for such Retirement Period, such Initial Period and
\nthe applicable Entire Period and (ii) such Participant153s Applicable Percentage,
\nminus (iii) the Initial Payment; provided, however, that in no case shall the
\nHoldback Payment be less than zero. The amount, if any, determined in accordance
\nwith the preceding sentence shall be increased to reflect deemed earnings on
\nsuch amount during the applicable Holdback Period based on the applicable
\nNotional Interest Rate during such period. 7 <\/p>\n
<\/p>\n
(c) Forfeiture following Voluntary Retirement. Notwithstanding the foregoing,
\nif such Retirement is a Voluntary Retirement, then if at any time during the
\nperiod from the date of such Retirement through (i) the date on which the
\nHoldback Payments are paid to Participants who remain employed with the Company
\nor any Affiliated Employer through January 20, 2013 or (ii) March 15, 2014, if
\nno Holdback Payments are paid to the Participants described in clause (i), such
\nParticipant (x) is employed by a Significant Competitor or (y) directly or
\nindirectly (A) hires any employee of the Company or any Affiliated Employer or
\n(B) solicits, induces or otherwise encourages any person to leave the employment
\nof the Company or any Affiliated Employer, such Participant shall not be
\nentitled to any unpaid amount under the Plan. Section 5.04 Non-Attainment of
\nThreshold Performance Goal. Notwithstanding anything to the contrary herein, no
\nParticipant: (a) who remains employed with the Company or any Affiliated
\nEmployer through January 20, 2013 shall be entitled to any (i) Initial Payment
\nif Cumulative Pre-Tax Income for the applicable Initial Period is less than the
\nThreshold Performance Goal or (ii) Holdback Payment if Cumulative Pre-Tax Income
\nfor either such Initial Period or the applicable Entire Period is less than the
\nThreshold Performance Goal; (b) with respect to whom an Acceleration
\nEvent occurs prior to January 20, 2013 shall be entitled to any (i) Initial
\nPayment if Cumulative Pre-Tax Income for the applicable Acceleration Initial
\nPeriod is less than the Threshold Performance Goal or (ii) Holdback Payment if
\nCumulative Pre-Tax Income for either such Acceleration Initial Period or the
\napplicable Acceleration Entire Period is less than the Threshold Performance
\nGoal; or (c) whose employment with the Company and the Affiliated
\nEmployers terminates due to Retirement prior to January 20, 2013 shall be
\nentitled to any (i) Initial Payment if Cumulative Pre-Tax Income for either the
\napplicable Retirement Period or the applicable Initial Period is less than the
\nThreshold Performance Goal or (ii) Holdback Payment if Cumulative Pre-Tax Income
\nfor any of such Retirement Period, such Initial Period, or the applicable Entire
\nPeriod is less than the Threshold Performance Goal. Section 5.05 Approved
\nLeave of Absence. If prior to January 20, 2013 a Participant commences a Bona
\nFide Leave that is a: (a) Personal Leave, such Participant153s Award will
\nbe treated as if such Participant153s employment with the Company and the
\nAffiliated Employers had not been interrupted by such leave; provided, however,
\nif such Participant does not return to active work within six months after the
\ncommencement of such leave, such Participant shall not be entitled to any
\npayment under the Plan; or 8 <\/p>\n
<\/p>\n
(b) Statutory Leave, such Participant153s Award will be treated as if such
\nParticipant153s employment with the Company and the Affiliated Employers had not
\nbeen interrupted by such leave; provided, however, if such leave is followed
\nwithout interruption by a Personal Leave and such Participant does not return to
\nactive work within six months after the commencement of such Statutory Leave,
\nsuch Participant shall not be entitled to any payment under the Plan.
\nNotwithstanding the foregoing, if, prior to January 20, 2013 and at a time that
\na Participant is on a Bona Fide Leave, an Acceleration Event occurs with respect
\nto such Participant or such Participant153s employment terminates due to
\nRetirement, such Participant shall be entitled to payments, if any, under the
\nPlan in accordance with Section 5.02 or 5.03, as applicable. Section 5.06
\nForfeiture or Reduction of Payments. Notwithstanding anything to the contrary
\nherein, without limiting the proviso in Section 2.01, amounts payable under the
\nPlan are subject to forfeiture or reduction under the circumstances specified in
\nthis Section 5.06. (a) Gross Misconduct. Without limiting Section 5.01,
\non termination of a Participant153s employment with the Company and the Affiliated
\nEmployers due to such Participant153s Gross Misconduct, such Participant shall not
\nbe entitled to any unpaid amount under the Plan. (b) Inaccurate
\nStatements, Criteria or Information; Violation of Risk Limits. If the Committee
\ndetermines that a Participant (i) received a payment under the Plan based on
\nmaterially inaccurate financial statements (including, but not limited to,
\nstatements of earnings, revenues or gains) or any other materially inaccurate
\nperformance metric criteria, (ii) knowingly engaged in providing inaccurate
\ninformation (including such Participant153s knowingly failing to timely correct
\ninaccurate information) relating to financial statements or performance metrics
\nor (iii) materially violated any risk limits established by senior management, a
\nbusiness head and\/or risk management, or any balance sheet or working capital
\nguidance provided by a business head, such Participant shall not be entitled to
\nany unpaid amount under the Plan. (c) Misconduct or Error; Downturn in
\nPerformance or Failure of Risk Management. If the Committee determines that,
\nwith respect to a Participant who is subject to any applicable non-U.S. legal,
\nregulatory or governmental requirement, direction, supervisory comment, guidance
\nor promulgation, (i) there is reasonable evidence that such Participant engaged
\nin misconduct or committed material error, in either case in connection with his
\nor her employment, or (ii) the Company or such Participant153s business unit has
\nsuffered a material downturn in its financial performance or a material failure
\nof risk management, the Committee in its sole discretion may determine that such
\nParticipant shall not be entitled to any unpaid amount under the Plan or that
\nany such amount shall be reduced. (d) Company153s Risk Profile. Prior to
\nthe date on which any amount is scheduled to be paid to a Participant under the
\nPlan, the Committee, in consultation with the Company153s Chief Risk Officer,
\nshall determine whether a material adverse change in the Company153s risk profile
\nor in the risk profile of Citibank, N.A. has occurred during any applicable
\nPerformance Period. If the Committee determines that any such change has
\noccurred during any applicable Performance Period, such Participant shall not be
\nentitled to such amount. 9 <\/p>\n
<\/p>\n
(e) Compliance with Regulatory Requirements. Payment or accrual of any
\nportion of any Participant153s Award will be subject to any limitations,
\nadjustments or clawback provisions applicable to such Participant to the extent
\nrequired under (i) the Emergency Economic Stabilization Act of 2008, as amended,
\nand any applicable rules or regulations thereunder, (ii) any agreement entered
\ninto between the Company and the United States Treasury Department in connection
\nwith the Company153s participation in the Troubled Asset Relief Program or the
\nExchange Agreement dated June 9, 2009 between the Company and the United States
\nTreasury Department or (iii) any policy implemented at any time by the Company
\nin its discretion to (x) comply with any other legal, regulatory or governmental
\nrequirements, directions, supervisory comments, guidance or promulgations
\nspecifically including but not limited to guidance on remuneration practices or
\nsound incentive compensation practices promulgated by the Federal Reserve Board,
\nthe Federal Deposit Insurance Corporation or any other applicable U.S. or
\nnon-U.S. bank supervisory or governmental agency or authority, (y) comply with
\nthe listing requirements of any stock exchange on which the Company153s common
\nstock is traded or (z) comply with or enable the Company to qualify for any
\ngovernment loan, subsidy, investment or other program. ARTICLE VI
\nNON-TRANSFERABILITY Section 6.01 Non-Transferability. (a) No benefit
\nunder the Plan shall be subject in any manner to alienation, sale, transfer,
\nassignment, pledge or encumbrance, other than by will or the laws of descent and
\ndistribution. Any attempt to violate the foregoing prohibition shall be void.
\n (b) In the event of a Participant153s death, any payments due under the Plan
\nshall be made to such Participant153s estate. Payment to the executors or
\nadministrators of the estate of a Participant may be conditioned on the delivery
\nto the Company of such tax waivers, letters testamentary and other documents as
\nthe Committee may reasonably request. ARTICLE VII ADMINISTRATION Section
\n7.01 Plan Administrator. (a) To the extent permitted by applicable law
\nand the rules of the New York Stock Exchange, the Committee hereby delegates to
\nthe Senior Human Resources Officer of the Company or his or her delegate its
\nauthority over the administration of the Plan, which delegation the Committee
\nmay revoke in whole or in part at any time. The Committee shall have
\ndiscretionary authority to interpret the Plan, to make all legal and factual
\ndeterminations and to determine all questions arising in the administration of
\nthe Plan, including without limitation the reconciliation of any inconsistent
\nprovisions, the resolution of ambiguities, the correction of any defects, and
\nthe supplying of omissions. Each interpretation, determination or other action
\nmade or taken pursuant to the Plan or any Award Agreement by the Committee shall
\nbe final and binding on all persons. 10 <\/p>\n
<\/p>\n
(b) The Company shall enter into an Award Agreement with each Participant in
\na form approved by the Committee, which shall contain terms consistent with the
\nPlan and such other terms, including without limitation representations and
\nwarranties by such Participant, as the Committee considers advisable or
\nappropriate. Notwithstanding anything to the contrary herein, the Committee may
\ninclude in an Award Agreement with a Participant one or more terms that are
\ndifferent from the corresponding term(s) of the Plan and, if so, such term(s) of
\nsuch Award Agreement shall control with respect to such Participant153s Award.
\nSection 7.02 Indemnification. The members of the Committee and its delegates,
\nincluding any employee with responsibilities relating to the administration of
\nthe Plan, shall be entitled to indemnification and reimbursement from the
\nCompany, to the extent permitted by applicable law and the by-laws and policies
\nof the Company. ARTICLE VIII ADJUSTMENTS Section 8.01 Adjustments. In the
\nevent of any material unusual or non-recurring events affecting Cumulative
\nPre-Tax Income, any change in applicable tax laws or accounting principles, or
\nany other factor as the Committee may determine, the Committee shall make
\nappropriate equitable adjustments to Cumulative Pre-Tax Income, the Applicable
\nPercentages, the Threshold Performance Goal and any other provision of the Plan
\nor any Award, which adjustments shall not require the consent of the affected
\nParticipants. With respect to Awards subject to Section 409A or 457A of the
\nCode, any such adjustments shall conform to the requirements of Section 409A or
\n457A of the Code, as applicable. Section 8.02 Notice of Adjustment. The
\nCompany shall give each Participant notice of an adjustment hereunder and, upon
\nsuch notice, such adjustment shall be conclusive and binding for all purposes.
\nNotwithstanding the foregoing, the Committee may, in its discretion, decline to
\nadjust any Award made to a Participant if it determines that such adjustment
\nwould violate applicable law or result in adverse tax consequences to such
\nParticipant or the Company, and neither the Committee nor the Company shall be
\nbound to compensate such Participant for any such adjustment not made, nor shall
\neither be liable to such Participant for any additional personal tax or other
\nconsequences of any adjustment that is made to an Award. ARTICLE IX
\nAMENDMENT AND TERMINATION Section 9.01 Right to Amend or Terminate the Plan
\nand Awards. The Committee may, in its sole discretion, modify, amend, terminate
\nor suspend the Plan or any Award at any time, which modification, amendment,
\ntermination or suspension shall not require the consent of the affected
\nParticipants and which may be made irrespective of whether it could result in
\nadverse tax consequences to any Participant; provided that with respect to a
\nParticipant who is a U.S. taxpayer the Committee shall not modify or amend such
\nParticipant153s Award in a manner that would give rise to adverse tax consequences
\nunder Section 409A of the Code unless such modification or amendment is
\nundertaken in accordance with Section 5.06(e). No termination of the Plan or any
\nAward Agreement will give rise to a claim of constructive termination of
\nemployment by any Participant. 11 <\/p>\n
<\/p>\n
ARTICLE X GENERAL PROVISIONS Section 10.01 Unfunded Status of the Plan.
\nUnless otherwise determined by the Committee, the Plan shall be unfunded and
\nshall not create (or be construed to create) a trust or a separate fund or
\nfunds. The Plan shall not establish any fiduciary relationship between the
\nCompany or any Affiliated Employer and any Participant or other person. To the
\nextent that any Participant holds any rights by virtue of an Award, such rights
\nshall constitute general unsecured liabilities of the Company. Section 10.02
\nNo Right to Continued Employment. Neither the Plan, nor any Award Agreement, nor
\nany action taken or omitted to be taken pursuant to or in connection with the
\nPlan or any Award Agreement shall be deemed to (a) create or confer on a
\nParticipant any right to be retained in the employ of the Company or any
\nAffiliated Employer, (b) interfere with or to limit in any way the right of the
\nCompany or any Affiliated Employer to terminate the employment of a Participant
\nat any time or (c) confer on a Participant any right or entitlement to
\ncompensation in any specific amount for any future year. In addition, selection
\nof an individual as a Participant shall not be deemed to create or confer on
\nsuch Participant any right to participate in the Plan, or in any similar plan or
\nprogram that may be established by the Company, in respect of any future year.
\nAny Award granted to a Participant under the Plan shall not be deemed a part of
\nsuch Participant153s regular, recurring compensation for purposes of calculating
\npayments or benefits from any benefit plan or severance program of the Company
\nor any Affiliated Employer unless specifically provided for under such plan or
\nprogram. Section 10.03 Offset Rights. Notwithstanding anything to the contrary
\nherein, the Company may, if the Committee in its sole discretion shall
\ndetermine, offset any amounts that a Participant may owe to the Company or any
\nAffiliated Employer against any payment that would have otherwise been made to
\nsuch Participant under the Plan, but only to the extent that such offset will
\nnot cause any tax or interest to become due pursuant to Section 409A or 457A of
\nthe Code. Section 10.04 Code Sections 409A and 457A. (a)
\nNotwithstanding anything to the contrary herein or in any applicable Award
\nAgreement, all payments due hereunder and thereunder are intended to comply with
\nSections 409A and 457A of the Code and the guidance issued thereunder, and the
\nPlan and any applicable Award Agreement shall be construed accordingly. 12\n<\/p>\n
<\/p>\n
(b) Notwithstanding the foregoing, if a Participant is a “specified employee”
\n(as defined in Section 409A) at the time of his or her “separation from service”
\n(as defined in Section 1.409A-1(h) of the Code and the regulations thereunder),
\nany payment(s) with respect to any Award subject to Section 409A of the Code to
\nwhich such Participant would otherwise be entitled by reason of such separation
\nfrom service shall be made on the date that is six months after such separation
\nfrom service (or, if earlier, the date of such Participant153s death). All
\npayments to a Participant under the Plan that have been delayed pursuant to this
\nSection 10.04(b) shall be paid to such Participant in a lump sum (subject to
\nSections 3.01(b), 5.02(b) and 5.03(b), without interest, dividends, dividend
\nequivalents or any compensation for any loss in market value or otherwise which
\noccurs during the period of such delay). (c) Each Participant or his or
\nher estate, as the case may be, is solely responsible and liable for the
\nsatisfaction of all taxes and penalties that may be imposed on or for the
\naccount of such Participant in connection with the Plan (including without
\nlimitation any taxes and interest under Section 409A or 457A of the Code), and
\nthe Company shall have no obligation to indemnify or otherwise hold such
\nParticipant or his or her estate harmless from any or all of such taxes or
\npenalties. Section 10.05 Successors and Assigns. The Plan and a Participant153s
\nAward Agreement shall be binding on all successors and assigns of such
\nParticipant, including, without limitation, the estate of such Participant and
\nthe executor, administrator or trustee of such estate, or any receiver or
\ntrustee in bankruptcy or representative of such Participant153s creditors.
\nSection 10.06 Governing Law; Arbitration. The Plan and each Award Agreement
\nentered into with a Participant shall be subject to and construed in accordance
\nwith the laws of the State of New York, without regard to any conflicts or
\nchoice of law rule or principle that might otherwise refer the interpretation of
\nthe Award to the substantive law of another jurisdiction. All disputes under the
\nPlan shall be subject to final and binding arbitration in accordance with the
\nCompany153s arbitration policy. Section 10.07 Construction. The headings in the
\nPlan have been inserted for convenience of reference only and are to be ignored
\nin any construction of any provision hereof. Use of one gender includes the
\nother, and the singular and plural include each other. 13 <\/p>\n