CITIGROUP INC.
\n2010 KEY RISK EMPLOYEE PLAN PURPOSE The purpose of the Plan is to (i)
\nincentivize key risk employees to contribute to the Company153s long-term
\nprofitability by ensuring that the Company153s risk profile is properly aligned
\nwith its long-term strategies, objectives and risk appetite, thereby aligning
\nits interests with those of the Company153s shareholders and other stakeholders,
\n(ii) attract and retain key risk employees by providing a competitive
\ncompensation opportunity that is consistent with the Company153s policies with
\nrespect to the remuneration of risk personnel and (iii) reward key risk
\nemployees for their efforts to ensure that the Company maintains appropriate
\nrisk policies and procedures that will assist the Company in managing risk in
\naccordance with applicable regulatory requirements. ARTICLE I DEFINITIONS
\n Except as otherwise defined in a Participant153s Award Agreement, as used in
\nthe Plan and the Award Agreements, the following terms have the following
\nmeanings: “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. “Account” means a bookkeeping account
\nmaintained on the books and records of the Company to record the value of a
\nParticipant153s Award under the Plan and is established only for such purposes and
\nnot to segregate assets or to identify assets that may be used to make payments
\nhereunder. “Account Balance” means the amount reflected on the books and
\nrecords of the Company as the value of a Participant153s Account at any date of
\ndetermination, as determined in accordance with the Plan. “Affiliated
\nEmployer” means any company or other entity that is related to the Company as a
\nmember of a controlled group of corporations in accordance with Treasury
\nRegulation Section 1.409A-1(h)(3). “Award” means a Participant153s
\nopportunity to receive a payment under the Plan in an amount determined by the
\nCommittee in its discretion. “Award Date” means the date on which the
\nCommittee grants an Award with respect to a Participant. <\/p>\n
<\/p>\n
“Award Agreement” means a written or electronic document setting forth
\nindividualized information relating to a Participant153s Award under the Plan. The
\nCommittee may require a Participant to sign an Award Agreement as a condition to
\nparticipation in the Plan. “Bona Fide Leave” means a “bona fide leave of
\nabsence” from the Company and the Affiliated Employers as defined in Treasury
\nRegulation Section 1.409A-1(h)(1)(i). “Code” means the Internal Revenue
\nCode of 1986, as amended. “Company” means Citigroup Inc., a Delaware
\ncorporation. “Committee” means the Personnel and Compensation Committee
\nof the Company153s Board of Directors. “Disability” means, with respect to
\na Participant 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 (A) 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 (B) 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. “Gross
\nMisconduct” means a Participant153s engaging in any conduct that (i) is in
\ncompetition 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“Involuntary Retirement” 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 or
\nDisability) on or following the later of January 1, 2011 and the date on which
\nsuch Participant is at least age 65 and the sum of such Participant153s age and
\nfull completed years of service with the Company and the Affiliated Employers
\nequals at least 75. “Notional Interest Rate” means the 90-day, U.S.
\ndollar-based London Interbank Offered Rate (LIBOR), compounded on a monthly
\nbasis. “Personal Leave” means a Bona Fide Leave that is a personal leave
\nof absence that is approved by management of a Participant153s business unit in
\naccordance with the leave of absence policies applicable to such Participant.
\n2 <\/p>\n
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“Plan” means this 2010 Citigroup Inc. Key Risk Employee Plan, as amended from
\ntime to time. “Qualifying Termination” 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, Disability or Involuntary Retirement) in connection with (i)
\na sale or other disposition of assets comprising the business unit to which such
\nParticipant provides substantial services or (ii) the transfer to an external
\nservice provider of such Participant153s job function in connection with the
\nCompany153s or such Affiliated Employer153s entering into a services agreement with
\nsuch external service provider; provided, however, such termination shall not
\nconstitute a Qualifying Termination if it occurs following such Participant153s
\nrejection of an employment opportunity with the acquirer of such assets or such
\nexternal service provider, as applicable, on terms that the Company determines
\nare comparable to the terms of such Participant153s employment with the Company
\nand the Affiliated Employers. For the avoidance of doubt, if a Participant153s
\nemployment with the Company and the Affiliated Employers terminates under the
\ncircumstances described in clause (i) or (ii) (other than due to such
\nParticipant153s Gross Misconduct, death or Disability) on or following the later
\nof January 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, such termination shall
\nconstitute an Involuntary Retirement and shall not constitute a Qualifying
\nTermination. “Qualifying Transaction” with respect to a Participant who
\nis employed by any Affiliated Employer means the Company153s ceasing to control or
\nown a significant equity interest in such Affiliated Employer due to the sale or
\nother disposition of the stock or other equity interest of such Affiliated
\nEmployer; provided, however, if such Participant is a U.S. taxpayer, such sale
\nor disposition 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“Significant Competitor” means any company or other entity that is designated by
\nthe Committee as a significant competitor of the Company or any Affiliated
\nEmployer and that is included on a list of significant competitors for purposes
\nof the Company153s Capital Accumulation Program that will be made available to the
\nParticipants, as the same may be updated by the Committee from time to time. If
\na Participant153s employment with the Company and the Affiliated Employers has
\nterminated, a “Significant Competitor” means a company or other entity included
\non such list as in effect at the time of such termination. “Statutory
\nLeave” means a Bona Fide Leave that is approved by management of a Participant153s
\nbusiness unit, is provided by applicable law and is taken in accordance with
\nsuch law and applicable Company policy. 3 <\/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 January 20, 2014 such
\nParticipant (i) is not employed by a Significant Competitor and (ii) 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 key employees of the Independent Risk function of the Company and the
\nAffiliated Employers who are eligible to receive Awards under the Plan;
\nprovided, however, no employee shall be eligible to receive an Award under the
\nPlan if the Committee determines that such Award would cause the Company or any
\nAffiliated Employer to violate any legal, regulatory or governmental requirement
\nto which the Company or any Affiliated Employer is subject or any agreement
\nentered into between the Company or any Affiliated Employee and any governmental
\nagency. Section 2.02 Participation Outside of the United States. With respect
\nto Participants who are foreign nationals or who reside outside of the United
\nStates, the Committee may provide for such special terms and conditions,
\nincluding, without limitation, substitutes for Awards, as the Committee may
\nconsider necessary or appropriate to accommodate differences in local law, tax
\npolicy or custom. The Committee may approve any supplements to, or amendments,
\nrestatements or alternative versions of, the Plan as it may consider necessary
\nor appropriate for the purposes of this Section 2.02 without thereby affecting
\nthe terms of the Plan as in effect for any other purpose; provided that no such
\nsupplements, amendments, restatements or alternative versions shall include any
\nprovisions that are inconsistent with the intent and purpose of the Plan, as
\nthen in effect. 4 <\/p>\n
<\/p>\n
ARTICLE III AWARDS Section 3.01 Awards. Subject to Articles V and VI,
\neach Participant shall be entitled to payment(s), if any, in respect of such
\nParticipant153s Award in the amount(s) determined in accordance with this Article
\nIII. An Award granted to a Participant who resides outside the United States
\nwill be denominated in the currency of the country in which such Participant
\nresides on the Award Date; provided that an Award granted to any Participant who
\nis a Citigroup Expatriate shall be denominated in the currency of the country in
\nwhich such Participant153s compensation is tax-equalized. (a) Initial
\nPayment. Such Participant shall be entitled to a payment, paid after January 20,
\n2013 but in no event later than March 15, 2013, in an amount equal to two-thirds
\nof Participant153s Account Balance, determined as of January 20, 2013. (b)
\nSubsequent Payment. Such Participant shall be entitled to a payment, paid after
\nJanuary 20, 2014 but in no event later than March 15, 2014, in an amount equal
\nto Participant153s Account Balance, determined as January 20, 2014. ARTICLE IV
\nACCOUNTS Section 4.01 Maintenance of Accounts. The Company will maintain an
\nAccount on its books and records for each Participant. Subject to Section 4.03,
\nthe Account will be a book entry credit reflecting a Participant153s Award and
\nwill periodically be credited with the Notional Interest Rate attributable to
\nsuch Award commencing on the first business day of the month after the Award
\nDate. A Participant153s Account will be charged with distributions to the
\nParticipant or the Participant153s estate. Notwithstanding any provision of this
\nPlan to the contrary, the Committee may, in its sole discretion, alter, modify,
\neliminate or replace any notional rate of return, including the Notional
\nInterest Rate, credited to a Participant153s Account under the Plan. Section
\n4.02 Account Statements. Each Participant shall receive a written or electronic
\nstatement (at least annually) of his or her Account Balance; provided, that if a
\nParticipant is able to access his or her Account Balance through the Company153s
\n(or a third party vendor153s) website, there shall be no obligation to provide
\nsuch Participant with a written or electronic statement of his or her Account
\nBalance. Section 4.03 Prorated Return Credited to Account. Notwithstanding
\nSection 4.01, for purposes of Sections 6.02 and 6.03, the Participant153s Account
\nshall not be credited with any notional rate of return, including the Notional
\nInterest Rate, prior to the date payment is triggered in accordance with Section
\n6.02 or 6.03. In the event a Participant is entitled to a distribution pursuant
\nto Section 6.02 or 6.03, the notional rate of return, including the Notional
\nInterest Rate, credited to the Participant153s Account shall be credited to the
\nprorated Account Balance of the Participant from the first business day of the
\nmonth after the Award Date through the date a distribution is triggered pursuant
\nto Section 6.02 or 6.03. 5 <\/p>\n
<\/p>\n
ARTICLE V PAYMENT OF AWARDS Section 5.01 Form of Payment. All payments
\nunder the Plan will be made in cash in the currency of the country in which the
\nParticipant resides at the time of payment and such payment shall be made in
\naccordance with the foreign currency exchange rate in effect at the time of
\npayment as determined by the Company; provided, however, if such Participant is
\na Citigroup Expatriate, the Award shall be paid in the currency of the country
\nin which such Participant153s compensation is tax-equalized. Notwithstanding the
\nforegoing, the Committee in its sole discretion may determine to provide any
\npayment with respect to an Award in unrestricted shares of the Company153s common
\nstock; provided that any such fractional share will be paid in cash. Any such
\nshares used for such payment shall be (i) issued under the Company153s 2009 Stock
\nIncentive Plan, as amended from time to time, or, if determined by the Committee
\nin its sole discretion, any other shareholder-approved plan of the Company that
\nprovides for such payment and (ii) valued at a fair market value at the time of
\nsuch payment as determined by the Committee in its sole discretion. Section
\n5.02 Taxes and Withholding. As a condition to any payment under the Plan, the
\nCompany may require a Participant to pay such sum to the Company as may be
\nnecessary to discharge the Company153s obligations with respect to any taxes,
\nassessments or other governmental charges, whether of the United States or any
\nother jurisdiction, imposed on property or income received by such Participant
\nhereunder. Alternatively, the Company may deduct or withhold such sum from any
\npayment to such Participant, whether such payment is made pursuant to the Plan
\nor otherwise. ARTICLE VI TERMINATION OF EMPLOYMENT; QUALIFYING TRANSACTION
\n
\nFORFEITURE OR REDUCTION OF PAYMENTS Section 6.01 Termination Generally.
\nSubject to this Article VI, on termination of a Participant153s employment with
\nthe Company and the Affiliated Employers prior to (i) January 20, 2013, with
\nrespect to the payment described in Section 3.01(a), or (ii) January 20, 2014,
\nwith respect to the payment described in Section 3.01(b), such Participant shall
\nnot be entitled to any payment under the Plan. Section 6.02 Death, Disability,
\nQualifying Termination or Qualifying Transaction. On an Acceleration Event with
\nrespect to a Participant, such Participant shall be entitled to a prorated
\npayment which shall be determined by assuming that the portion of Participant153s
\nAccount Balance that would have otherwise been paid in accordance with Section
\n3.01(a) and Section 3.01(b) are separate awards under the Plan, and each
\nseparate award shall be multiplied by a fraction, the numerator of which is
\nequal to the number of days in the period commencing on the Award Date and
\nending on the date of the Acceleration Event, and the denominator of which is
\nthe period commencing on the Award Date and ending on (i) January 20, 2013,
\nwhich respect to the portion of Participant153s Account Balance that would have
\notherwise been paid in accordance with Section 3.01(a), and (ii) January 20,
\n2014, with respect to the portion of Participant153s Account Balance that would
\nhave otherwise been paid in accordance with Section 3.01(b), and such prorated
\npayment shall be made as soon as is administratively practicable after the date
\nof the Acceleration Event. 6 <\/p>\n
<\/p>\n
Section 6.03 Retirement. If Participant153s Retirement occurs on or prior to
\nJanuary 20, 2013, such Participant shall be entitled to a prorated payment which
\nshall be determined by assuming that the portion of Participant153s Account
\nBalance that would have otherwise been paid in accordance with Section 3.01(a)
\nand Section 3.01(b) are separate awards under the Plan, and each separate award
\nshall be multiplied by a fraction, the numerator of which is equal to the number
\nof days in the period commencing on the Award Date and ending on the date of
\nParticipant153s Retirement, and the denominator of which is the period commencing
\non the Award Date and ending on (i) January 20, 2013, which respect to the
\nportion of Participant153s Account Balance that would have otherwise been paid in
\naccordance with Section 3.01(a), and (ii) January 20, 2014, with respect to the
\nportion of Participant153s Account Balance that would have otherwise been paid in
\naccordance with Section 3.01(b), and such prorated payment shall be made to
\nParticipant as soon as is administratively practicable after January 20, 2013
\nbut in no event later than March 15, 2013. If Participant153s Retirement occurs
\nafter January 20, 2013, Participant shall be entitled to a prorated payment in
\nan amount equal to Participant153s Account Balance, determined as of the date of
\nParticipant153s Retirement, multiplied by a fraction, the numerator of which is
\nequal to the number of days in the period commencing on the Award Date and
\nending on the date of Participant153s Retirement, and the denominator of which is
\nthe period commencing on the Award Date and ending on January 20, 2014, and such
\nprorated payment shall be made to Participant as soon as is administratively
\npracticable after January 20, 2014 but in no event later than March 15, 2014.
\nNotwithstanding the foregoing, if such Retirement is a Voluntary Retirement,
\nthen if at any time during the period from the date of such Retirement through
\nJanuary 20, 2014, such Participant (i) is employed by a Significant Competitor
\nor (ii) directly or indirectly (A) hires any employee of the Company or any
\nAffiliated Employer or (B) solicits, induces or otherwise encourages any person
\nto leave the employment of the Company or any Affiliated Employer, such
\nParticipant shall not be entitled to any unpaid amount under the Plan. Section
\n6.04 Approved Leave of Absence. If prior to January 20, 2014 a Participant
\ncommences a Bona Fide Leave that is a: (a) Personal Leave, such
\nParticipant153s Award will be treated as if such Participant153s employment with the
\nCompany and the Affiliated Employers had not been interrupted by such leave;
\nprovided, however, if such Participant does not return to active work within six
\nmonths after the commencement of such leave, Participant153s Award will be
\nforfeited and Participant shall not be entitled to any payment under the Plan;
\nor 7 <\/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, 2014 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 6.02 or 6.03, as applicable. Section 6.05
\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 6.05. (a) Gross Misconduct. Without limiting Section 6.01,
\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 has suffered a material downturn in its
\nfinancial performance or a material failure of risk management, the Committee in
\nits sole discretion may determine that such Participant shall not be entitled to
\nany unpaid amount under the Plan or that any such amount shall be reduced. 8\n<\/p>\n
<\/p>\n
(d) Compliance with Regulatory Requirements. Payment or accrual of any
\nportion of an Award will be subject to any limitations, adjustments or clawback
\nprovisions applicable to such Participant to the extent required under (i) the
\nEmergency Economic Stabilization Act of 2008, as amended, and any applicable
\nrules or regulations thereunder, (ii) any agreement entered into between the
\nCompany and the United States Treasury Department in connection with the
\nCompany153s participation in the Troubled Asset Relief Program or the Exchange
\nAgreement dated June 9, 2009 between the Company and the United States Treasury
\nDepartment or (iii) any policy implemented at any time by the Company in its
\ndiscretion to (A) 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, (B) comply with
\nthe listing requirements of any stock exchange on which the Company153s common
\nstock is traded or (C) comply with or enable the Company to qualify for any
\ngovernment loan, subsidy, investment or other program. 9 <\/p>\n
<\/p>\n
ARTICLE VII NON-TRANSFERABILITY Section 7.01 Non-Transferability.
\n(a) No benefit under the Plan shall be subject in any manner to alienation,
\nsale, transfer, assignment, pledge or encumbrance, other than by will or the
\nlaws of descent and distribution. Any attempt to violate the foregoing
\nprohibition shall be void. (b) In the event of a Participant153s death, any
\npayments due under the Plan shall be made to such Participant153s estate. Payment
\nto the executors or administrators of the estate of a Participant may be
\nconditioned on the delivery to the Company of such tax waivers, letters
\ntestamentary and other documents as the Committee may reasonably request.
\nARTICLE VIII ADMINISTRATION Section 8.01 Plan Administrator. (a) To
\nthe extent permitted by applicable law and the rules of the New York Stock
\nExchange, the Committee hereby delegates to the Senior Human Resources Officer
\nof the Company or his or her delegate its authority over the administration of
\nthe Plan, which delegation the Committee may revoke in whole or in part at any
\ntime. The Committee shall have discretionary authority to interpret the Plan, to
\nmake all legal and factual determinations and to determine all questions arising
\nin the administration of the Plan, including without limitation the
\nreconciliation of any inconsistent provisions, the resolution of ambiguities,
\nthe correction of any defects, and the supplying of omissions. Each
\ninterpretation, determination or other action made or taken pursuant to the Plan
\nor any Award Agreement by the Committee shall be final and binding on all
\npersons. (b) The Company shall enter into an Award Agreement with each
\nParticipant in a form approved by the Committee, which shall contain terms
\nconsistent with the Plan and such other terms, including without limitation
\nrepresentations and warranties by such Participant, as the Committee considers
\nadvisable or appropriate. Notwithstanding anything to the contrary herein, the
\nCommittee may include in an Award Agreement with a Participant one or more terms
\nthat are different from the corresponding term(s) of the Plan and, if so, such
\nterm(s) of such Award Agreement shall control with respect to such Participant153s
\nAward. Section 8.02 Indemnification. The members of the Committee and its
\ndelegates, including any employee with responsibilities relating to the
\nadministration of the Plan, shall be entitled to indemnification and
\nreimbursement from the Company, to the extent permitted by applicable law and
\nthe by-laws and policies of the Company. 10 <\/p>\n
<\/p>\n
ARTICLE IX AMENDMENT AND TERMINATION Section 9.01 Right to Amend or
\nTerminate the Plan and Awards. The Committee may, in its sole discretion,
\nmodify, amend, terminate or suspend the Plan or any Award at any time, which
\nmodification, amendment, termination or suspension shall not require the consent
\nof the affected Participants and which may be made irrespective of whether it
\ncould result in adverse tax consequences to any Participant; provided that with
\nrespect to a Participant who is a U.S. taxpayer the Committee shall not modify
\nor amend such Participant153s Award in a manner that would give rise to adverse
\ntax consequences under Section 409A of the Code unless such modification or
\namendment is undertaken in accordance with Section 6.05(d). No termination of
\nthe Plan or any Award Agreement will give rise to a claim of constructive
\ntermination of employment by any Participant. ARTICLE X GENERAL PROVISIONS
\nSection 10.01 Unfunded Status of the Plan. Unless otherwise determined by the
\nCommittee, the Plan shall be unfunded and shall not create (or be construed to
\ncreate) a trust or a separate fund or funds. The Plan shall not establish any
\nfiduciary relationship between the Company or any Affiliated Employer and any
\nParticipant or other person. To the extent that any Participant holds any rights
\nby virtue of an Award, such rights shall constitute general unsecured
\nliabilities of the Company. Section 10.02 No Right to Continued Employment.
\nNeither the Plan, nor any Award Agreement, nor any action taken or omitted to be
\ntaken pursuant to or in connection with the Plan or any Award Agreement shall be
\ndeemed to (a) create or confer on a Participant any right to be retained in the
\nemploy of the Company or any Affiliated Employer, (b) interfere with or to limit
\nin any way the right of the Company or any Affiliated Employer to terminate the
\nemployment of a Participant at any time or (c) confer on a Participant any right
\nor entitlement to compensation in any specific amount for any future year. In
\naddition, selection of an individual as a Participant shall not be deemed to
\ncreate or confer on such Participant any right to participate in the Plan, or in
\nany similar plan or program that may be established by the Company, in respect
\nof any future year. Any Award granted to a Participant under the Plan shall not
\nbe deemed a part of such Participant153s regular, recurring compensation for
\npurposes of calculating payments or benefits from any benefit plan or severance
\nprogram of the Company or any Affiliated Employer unless specifically provided
\nfor under such plan or program. Section 10.03 Offset Rights. Notwithstanding
\nanything to the contrary herein, the Company may, if the Committee in its sole
\ndiscretion shall determine, offset any amounts that a Participant may owe to the
\nCompany or any Affiliated Employer against any payment that would have otherwise
\nbeen made to such Participant under the Plan, but only to the extent that such
\noffset will not cause any tax or interest to become due pursuant to Section 409A
\nor 457A of the Code. 11 <\/p>\n
<\/p>\n
Section 10.04 Code Sections 409A and 457A. (a) Notwithstanding
\nanything to the contrary herein or in any applicable Award Agreement, all
\npayments due hereunder and thereunder are intended to comply with Sections 409A
\nand 457A of the Code and the guidance issued thereunder, and the Plan and any
\napplicable Award Agreement shall be construed accordingly. (b)
\nNotwithstanding the foregoing, if a Participant is a “specified employee” (as
\ndefined in Section 409A) at the time of his or her “separation from service” (as
\ndefined in Treasury Regulation Section 1.409A-1(h)), any payment(s) with respect
\nto any Award subject to Section 409A of the Code to which such Participant would
\notherwise be entitled by reason of such separation from service shall be made on
\nthe date that is six months after such separation from service (or, if earlier,
\nthe date of such Participant153s death). All payments to a Participant under the
\nPlan that have been delayed pursuant to this Section 10.04(b) shall be paid to
\nsuch Participant in a lump sum (subject to Section 4.01, without interest,
\ndividends, dividend equivalents or any compensation for any loss in market value
\nor otherwise which occurs during the period of such delay). (c) Each
\nParticipant or his or her estate, as the case may be, is solely responsible and
\nliable for the satisfaction of all taxes and penalties that may be imposed on or
\nfor the account of such Participant in connection with the Plan (including
\nwithout limitation any taxes and interest under Section 409A or 457A of the
\nCode), and the Company shall have no obligation to indemnify or otherwise hold
\nsuch Participant 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. 12 <\/p>\n