{"id":38468,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/2011-key-employee-profit-sharing-plan-citigroup.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2011-key-employee-profit-sharing-plan-citigroup","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/2011-key-employee-profit-sharing-plan-citigroup.html","title":{"rendered":"2011 Key Employee Profit Sharing Plan – Citigroup"},"content":{"rendered":"

CITIGROUP INC.
\n2011 KEY EMPLOYEE PROFIT SHARING PLAN <\/strong><\/p>\n

PURPOSE <\/em><\/strong><\/p>\n

The purpose of the Plan is to (i) incentivize senior and other key employees
\nto contribute to the Company’s long-term profitability in a manner that
\nappropriately balances incentives and risk, thereby aligning the employees’
\ninterests with those of the Company’s shareholders and other stakeholders, (ii)
\nattract and retain senior and other key employees by providing a competitive
\ncompensation opportunity and (iii) reward senior and other key employees for
\ntheir efforts to restore the Company to sustained profitability.<\/p>\n

ARTICLE I <\/strong><\/p>\n

DEFINITIONS <\/em><\/strong><\/p>\n

Except as otherwise defined in a Participant’s Award Agreement, as used in
\nthe Plan and the Award Agreements, the following terms have the following
\nmeanings:<\/p>\n

“Acceleration Event<\/em>” means, as applicable, (i) termination of a
\nParticipant’s employment with the Company and the Affiliated Employers due to
\nsuch Participant’s death, Disability or Qualifying Termination or (ii) the
\noccurrence of a Qualifying Transaction with respect to the Affiliated Employer
\nthat employs a Participant.<\/p>\n

“Acceleration Entire Period<\/em>” means January 1, 2011 through September
\n30 of the year following the year in which an Acceleration Event occurs (or
\n2013, if earlier than such year).<\/p>\n

“Acceleration Initial Period<\/em>” means January 1, 2011 through the last
\nday of the fiscal quarter in which an Acceleration Event occurs (or December 31,
\n2012, if earlier); provided<\/em>, however<\/em>, in the case of a
\nParticipant who is a U.S. taxpayer and whose employment with the Company and the
\nAffiliated Employers terminates due to such Participant’s Disability, the
\nAcceleration Initial Period shall end on the last day of the fiscal quarter in
\nwhich such Participant has been determined to be totally disabled by the Social
\nSecurity Administration, if such date is earlier than the last day of the fiscal
\nquarter in which such termination occurs.<\/p>\n

“Affiliated Employer<\/em>” means any company or other entity that is
\nrelated to the Company as a member of a controlled group of corporations in
\naccordance with Section 1.409A-1(h)(3) of the Code and the regulations
\nthereunder.<\/p>\n

“Applicable Percentage<\/em>” means the percentage of Cumulative Pre-Tax
\nIncome that is payable to a Participant in respect of such Participant’s Award
\nin accordance with the terms of the Plan, as specified in such Participant’s
\nAward Agreement.<\/p>\n

\n

“Award<\/em>” means a Participant’s opportunity to receive a payment under
\nthe 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 Participant’s Award Agreement.<\/p>\n

“Award Agreement<\/em>” means a written or electronic document setting
\nforth individualized information relating to a Participant’s Award under the
\nPlan. The Committee may require a Participant to sign an Award Agreement as a
\ncondition to participation in the Plan.<\/p>\n

“Bona Fide Leave<\/em>” 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.<\/p>\n

“Code<\/em>” means the Internal Revenue Code of 1986, as amended.<\/p>\n

“Company<\/em>” means Citigroup Inc., a Delaware corporation.<\/p>\n

“Committee<\/em>” means the Personnel and Compensation Committee of the
\nCompany’s Board of Directors.<\/p>\n

“Cumulative Pre-Tax Income<\/em>” means, for any Performance Period, an
\namount equal to (i) the amount of income (loss) from continuing operations
\nbefore income taxes of the Company minus<\/em> (ii) the amount of income
\n(loss) from continuing operations before income taxes of Citi Holdings, in each
\ncase as reported for such period in the applicable Quarterly Financial Data
\nSupplements that are filed as exhibits to the Company’s applicable Forms 8-K.\n<\/p>\n

“Disability<\/em>” means, with respect to a Participant who is (i) a U.S.
\ntaxpayer, that such Participant has been determined to be totally disabled by
\nthe Social Security Administration, or (ii) not a U.S. taxpayer, that such
\nParticipant (x) is unable to engage in any substantial gainful activity by
\nreason of any medically determinable physical or mental impairment that can be
\nexpected to result in death or can be expected to last for a continuous period
\nof not less than 12 months or (y) by reason of any medically determinable
\nphysical or mental impairment that can be expected to result in death or can be
\nexpected to last for a continuous period of not less than 12 months, is
\nreceiving income replacement benefits for a period of not less than three months
\nunder an accident and health plan covering employees of the Affiliated Employer
\nthat employs such Participant.<\/p>\n

“Entire Period<\/em>” means January 1, 2011 through December 31, 2013.\n<\/p>\n

“Gross Misconduct<\/em>” means a Participant’s engaging in any conduct
\nthat (i) is in competition with the business operations of the Company or any
\nAffiliated Employer, (ii) breaches any obligation that such Participant owes to
\nthe Company or any Affiliated Employer or such Participant’s duty of loyalty to
\nthe Company or any Affiliated Employer, (iii) is materially injurious to the
\nCompany or any Affiliated Employer, monetarily or otherwise, or (iv) is
\notherwise determined by the Committee, in its sole discretion, to constitute
\nGross Misconduct.<\/p>\n

2<\/p>\n

\n

“Holdback Period<\/em>” means January 1, 2013 through December 31, 2013.\n<\/p>\n

“Initial Period<\/em>” means January 1, 2011 through December 31, 2012.\n<\/p>\n

“Involuntary Retirement<\/em>” means the termination of a Participant’s
\nemployment with the Company and the Affiliated Employers by the Company or any
\nAffiliated Employer (other than due to such Participant’s Gross Misconduct,
\ndeath or Disability) on or following the date on which such Participant is at
\nleast age 65 and the sum of such Participant’s age and full completed years of
\nservice with the Company and the Affiliated Employers equals at least 75.<\/p>\n

“Notional Interest Rate<\/em>” means the 90-day, U.S. dollar-based London
\nInterbank Offered Rate (LIBOR), compounded on a monthly basis.<\/p>\n

“Participant<\/em>” means a senior or other key employee of the Company or
\nany Affiliated Employer who receives an Award under the Plan.<\/p>\n

“Performance Period<\/em>” means, as applicable, the applicable
\nAcceleration Entire Period, Acceleration Initial Period, Entire Period, Holdback
\nPeriod, Initial Period or Retirement Period.<\/p>\n

“Personal Leave<\/em>” means a Bona Fide Leave that is a personal leave of
\nabsence that is approved by management of a Participant’s business unit in
\naccordance with the leave of absence policies applicable to such Participant.\n<\/p>\n

“Plan<\/em>” means this 2011 Citigroup Inc. Key Employee Profit Sharing
\nPlan, as amended from time to time.<\/p>\n

“Qualifying Termination<\/em>” means the termination of a Participant’s
\nemployment with the Company and the Affiliated Employers by the Company or any
\nAffiliated Employer (other than due to such Participant’s Gross Misconduct,
\ndeath, Disability or Involuntary Retirement) in connection with (i) a sale or
\nother 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 Participant’s job function in connection with the
\nCompany’s or such Affiliated Employer’s entering into a services agreement with
\nsuch external service provider; provided<\/em>, however<\/em>, such
\ntermination shall not constitute a Qualifying Termination if it occurs following
\nsuch Participant’s rejection of an employment opportunity with the acquirer of
\nsuch assets or such external service provider, as applicable, on terms that the
\nCompany determines are comparable to the terms of such Participant’s employment
\nwith the Company and the Affiliated Employers. For the avoidance of doubt, if a
\nParticipant’s employment with the Company and the Affiliated Employers
\nterminates under the circumstances described in clause (i) or (ii) (other than
\ndue to such Participant’s Gross Misconduct, death or Disability) on or following
\nthe date on which such Participant is at least age 65 and the sum of such
\nParticipant’s 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.<\/p>\n

“Qualifying Transaction<\/em>” with respect to a Participant who is
\nemployed by any Affiliated Employer means the Company’s 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<\/p>\n

3<\/p>\n

\n

such Affiliated Employer; provided<\/em>, however<\/em>, if such
\nParticipant is a U.S. taxpayer, such sale or disposition shall not constitute a
\nQualifying Transaction unless such sale or disposition also constitutes a
\n“change in control event” as defined in Section 409A of the Code and the
\nregulations thereunder.<\/p>\n

“Retirement<\/em>” means an Involuntary Retirement or a Voluntary
\nRetirement, as applicable.<\/p>\n

“Retirement Period<\/em>” means January 1, 2011 through the earlier of (i)
\nthe last day of the fiscal quarter that includes the date of a Participant’s
\nRetirement and (ii) December 31, 2012.<\/p>\n

“Significant Competitor<\/em>” 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 Company’s 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 Participant’s 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.<\/p>\n

“Statutory Leave<\/em>” means a Bona Fide Leave that is approved by
\nmanagement of a Participant’s business unit, is provided by applicable law and
\nis taken in accordance with such law and applicable Company policy.<\/p>\n

“Threshold Performance Goal<\/em>” means $12 billion.<\/p>\n

“Voluntary Retirement<\/em>” means the termination of a Participant’s
\nemployment with the Company and the Affiliated Employers by such Participant
\n(other than due to such Participant’s death or Disability) on or following the
\ndate on which such Participant is at least age 65 and the sum of such
\nParticipant’s age and full completed years of service with the Company and the
\nAffiliated Employers equals at least 75; provided<\/em> that during the
\nperiod 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.<\/p>\n

4<\/p>\n

\n

ARTICLE II <\/strong><\/p>\n

PARTICIPATION <\/em><\/strong><\/p>\n

Section 2.01 Eligible Employees.<\/em> The Committee shall select those
\nsenior and other key employees of the Company and the Affiliated Employers who
\nare eligible to receive Awards under the Plan; provided<\/em>,
\nhowever<\/em>, 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.<\/p>\n

Section 2.02 Participation Outside of the United States.<\/em> With
\nrespect to Participants who are foreign nationals or who reside outside of the
\nUnited States, 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<\/em>
\nthat no such supplements, amendments, restatements or alternative versions shall
\ninclude any provisions that are inconsistent with the intent and purpose of the
\nPlan, as then in effect.<\/p>\n

ARTICLE III <\/strong><\/p>\n

PERFORMANCE AWARD <\/em><\/strong><\/p>\n

Section 3.01 Performance Award.<\/em> Subject to Articles IV and V, each
\nParticipant shall be entitled to payment(s), if any, in respect of such
\nParticipant’s Award in the amount(s) determined in accordance with this Article
\nIII.<\/p>\n

(a) Initial Payment.<\/em> If such Participant is employed by the Company
\nor an Affiliated Employer on January 20, 2013, such Participant shall be
\nentitled to a payment (the “Initial Payment<\/em>“), paid after January 20,
\n2013 but in no event later than March 15, 2013, in an amount equal to two-thirds
\nof the product of (i) Cumulative Pre-Tax Income for the applicable Initial
\nPeriod and (ii) such Participant’s Applicable Percentage.<\/p>\n

(b) Holdback Payment.<\/em> If such Participant is employed by the Company
\nor an Affiliated Employer on January 20, 2014, such Participant shall be
\nentitled to a payment (the “Holdback Payment<\/em>“), if any, paid after
\nJanuary 20, 2014 but in no event later than March 15, 2014, in an amount equal
\nto the product of (i) the lesser of Cumulative Pre-Tax Income for such Initial
\nPeriod and the applicable Entire Period and (ii) such Participant’s Applicable
\nPercentage, minus (iii) the Initial Payment; provided<\/em>,
\nhowever<\/em>, that in no case shall the Holdback Payment be less than zero.
\nThe amount, if any, determined in accordance with the preceding sentence<\/p>\n

5<\/p>\n

\n

shall be increased to reflect deemed earnings on such amount during the
\napplicable Holdback Period based on the applicable Notional Interest Rate during
\nsuch period.<\/p>\n

ARTICLE IV <\/strong><\/p>\n

PAYMENT OF AWARDS <\/em><\/strong><\/p>\n

Section 4.01 Form of Payment.<\/em> All payments under the Plan will be
\nmade in cash. Notwithstanding the foregoing, the Committee in its sole
\ndiscretion may determine to provide any payment with respect to an Award in
\nunrestricted shares of the Company’s common stock; provided<\/em> that any
\nsuch fractional share will be paid in cash. Any such shares used for such
\npayment shall be (i) issued under the Company’s 2009 Stock Incentive Plan, as
\namended from time to time, or, if determined by the Committee in its sole
\ndiscretion, any other shareholder-approved plan of the Company that provides for
\nsuch payment and (ii) valued at a fair market value at the time of such payment
\nas determined by the Committee in its sole discretion.<\/p>\n

Section 4.02 Taxes and Withholding.<\/em> As a condition to any payment
\nunder the Plan, the Company may require a Participant to pay such sum to the
\nCompany as may be necessary to discharge the Company’s obligations with respect
\nto any taxes, assessments or other governmental charges, whether of the United
\nStates or any other jurisdiction, imposed on property or income received by such
\nParticipant hereunder. Alternatively, the Company may deduct or withhold such
\nsum from any payment to such Participant, whether such payment is made pursuant
\nto the Plan or otherwise.<\/p>\n

ARTICLE V <\/strong><\/p>\n

TERMINATION OF EMPLOYMENT; QUALIFYING TRANSACTION
\n
\n<\/strong>FORFEITURE OR REDUCTION OF PAYMENTS <\/em><\/strong><\/p>\n

Section 5.01 Termination Generally.<\/em> Subject to this Article V, if a
\nParticipant’s employment with the Company and the Affiliated Employers
\nterminates (i) at any time prior to January 20, 2013, such Participant shall not
\nbe entitled to any payments pursuant to the Plan, or (ii) on or after January
\n20, 2013 and before January 20, 2014, such Participant shall not be entitled to
\na Holdback Payment.<\/p>\n

Section 5.02 Death, Disability, Qualifying Termination or Qualifying
\nTransaction.<\/em> If an Acceleration Event with respect to a Participant occurs
\n(i) prior to January 20, 2013 with respect to such Participant’s Initial Payment
\nor (ii) prior to January 20, 2014 with respect such Participant’s Holdback
\nPayment, such Participant shall be entitled to payment(s), if any, in respect of
\nsuch Participant’s Award in the amount(s) determined in accordance with this
\nSection 5.02.<\/p>\n

(a) Initial Payment.<\/em> Such Participant shall be entitled to the
\nInitial Payment, paid after January 20 of the year following such Acceleration
\nEvent (or 2013, if earlier than such<\/p>\n

6<\/p>\n

\n

year) but in no event later than March 15 of such year, in an amount equal to
\ntwo-thirds of the product of (i) Cumulative Pre-Tax Income for the applicable
\nAcceleration Initial Period and (ii) such Participant’s Applicable Percentage.\n<\/p>\n

(b) Holdback Payment.<\/em> Such Participant shall be entitled to the
\nHoldback Payment, if any, paid in the fourth calendar quarter of the year
\nfollowing such Acceleration Event; provided<\/em>, that if an Acceleration
\nEvent occurs in 2013, such payment, if any, shall be made on (i) the date on
\nwhich Holdback Payments are paid to the Participants who remain employed with
\nthe Company or any Affiliated Employer through January 20, 2014 or (ii) on March
\n15, 2014, if no Holdback Payments are paid to the Participants described in
\nclause (i), the amount of the Holdback Payment, if any, shall equal the product
\nof (A) the lesser of Cumulative Pre-Tax Income for such Acceleration Initial
\nPeriod and the applicable Acceleration Entire Period and (B) such Participant’s
\nApplicable Percentage, minus (C) the Initial Payment; provided<\/em>,
\nhowever<\/em>, that in no case shall the Holdback Payment be less than zero.
\nThe amount, if any, determined in accordance with the preceding sentence shall
\nbe increased to reflect deemed earnings on such amount during the first three
\ncalendar quarters of the calendar year following such Acceleration Event (or
\n2013, if earlier than such year) based on the applicable Notional Interest Rate
\nduring such quarters.<\/p>\n

(c) Code Section 162(m).<\/em> Notwithstanding the foregoing, no
\nParticipant shall be entitled to any payment under the Plan following a
\nQualifying Termination if such Participant is a “covered employee,” as defined
\nin Section 162(m)(3) of the Code and the regulations thereunder, for any
\ncalendar year beginning with the year in which such Participant commences
\nparticipation in the Plan and ending with the year in which such Qualifying
\nTermination occurs except to the extent that the Company would not be denied a
\nfederal income tax deduction with respect to such payment as a result of the
\napplication of Section 162(m) of the Code.<\/p>\n

Section 5.03 Retirement.<\/em> Upon a Retirement that occurs (i) prior to
\nJanuary 20, 2013 with respect to a Participant’s Initial Payment or (ii) prior
\nto January 20, 2014 with respect to a Participant’s Holdback Payment, such
\nParticipant shall be entitled to payment(s), if any, in respect of such
\nParticipant’s Award in the amount(s) determined in accordance with this Section
\n5.03.<\/p>\n

(a) Initial Payment.<\/em> Such Participant shall be entitled to the
\nInitial 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) the lesser of
\nCumulative Pre-Tax Income for the applicable Retirement Period and the Initial
\nPeriod and (ii) such Participant’s Applicable Percentage.<\/p>\n

(b) Holdback Payment.<\/em> Such Participant shall be entitled to the
\nHoldback Payment, if any, paid after January 20, 2014 but in no event later than
\nMarch 15, 2014, in an amount equal to the product of (i) the least of Cumulative
\nPre-Tax Income for such Retirement Period, the Initial Period and the Entire
\nPeriod and (ii) such Participant’s Applicable Percentage, minus (iii) the
\nInitial Payment; provided<\/em>, however<\/em>, 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.<\/p>\n

7<\/p>\n

\n<\/p>\n

(c) Forfeiture following Voluntary Retirement.<\/em> Notwithstanding the
\nforegoing, if such Retirement is a Voluntary Retirement, then if at any time
\nduring the period from the date of such Retirement through (i) the date on which
\nthe Holdback Payments are paid to Participants who remain employed with the
\nCompany or any Affiliated Employer through January 20, 2013 or (ii) March 15,
\n2014, if no Holdback Payments are paid to the Participants described in clause
\n(i), such Participant (x) is employed by a Significant Competitor or (y)
\ndirectly or indirectly (A) hires any employee of the Company or any Affiliated
\nEmployer or (B) solicits, induces or otherwise encourages any person to leave
\nthe employment of the Company or any Affiliated Employer, such Participant shall
\nnot be entitled to any unpaid amount under the Plan.<\/p>\n

Section 5.04 Non-Attainment of Threshold Performance Goal.<\/em>
\nNotwithstanding anything to the contrary herein, no Participant:<\/p>\n

(a) who remains employed with the Company or any Affiliated Employer through
\nJanuary 20, 2014 shall be entitled to any (i) Initial Payment if Cumulative
\nPre-Tax Income for the Initial Period is less than the Threshold Performance
\nGoal or (ii) Holdback Payment if Cumulative Pre-Tax Income for either the
\nInitial Period or the Entire Period is less than the Threshold Performance Goal;\n<\/p>\n

(b) with respect to whom an Acceleration Event occurs prior to January 20,
\n2014 shall be entitled to any (i) Initial Payment if Cumulative Pre-Tax Income
\nfor the applicable Acceleration Initial Period is less than the Threshold
\nPerformance Goal or (ii) Holdback Payment if Cumulative Pre-Tax Income for
\neither such Acceleration Initial Period or the applicable Acceleration Entire
\nPeriod is less than the Threshold Performance Goal; or<\/p>\n

(c) whose employment with the Company and the Affiliated Employers terminates
\ndue to Retirement prior to January 20, 2014 shall be entitled to any (i) Initial
\nPayment if Cumulative Pre-Tax Income for either the applicable Retirement Period
\nor the Initial Period is less than the Threshold Performance Goal or (ii)
\nHoldback Payment if Cumulative Pre-Tax Income for any of such Retirement Period,
\nthe Initial Period, or the Entire Period is less than the Threshold Performance
\nGoal.<\/p>\n

Section 5.05 Approved Leave of Absence.<\/em> If prior to January 20, 2014
\na Participant commences a Bona Fide Leave that is a:<\/p>\n

(a) Personal Leave, such Participant’s Award will be treated as if such
\nParticipant’s employment with the Company and the Affiliated Employers had not
\nbeen interrupted by such leave; provided<\/em>, however<\/em>, if such
\nParticipant 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<\/p>\n

(b) Statutory Leave, such Participant’s Award will be treated as if such
\nParticipant’s employment with the Company and the Affiliated Employers had not
\nbeen interrupted by such leave; provided<\/em>, however<\/em>, if such
\nleave is followed without interruption by a Personal Leave and such Participant
\ndoes not return to active work within six months after the commencement of<\/p>\n

8<\/p>\n

\n

such Statutory Leave, such Participant shall not be entitled to any payment
\nunder the Plan. Notwithstanding the foregoing, if, prior to January 20, 2014 and
\nat a time that a Participant is on a Bona Fide Leave, an Acceleration Event
\noccurs with respect to such Participant or such Participant’s employment
\nterminates due to Retirement, such Participant shall be entitled to payments, if
\nany, under the Plan in accordance with Section 5.02 or 5.03, as applicable.<\/p>\n

Section 5.06 Forfeiture or Reduction of Payments.<\/em> Notwithstanding
\nanything to the contrary herein, without limiting the proviso in Section 2.01,
\namounts payable under the Plan are subject to forfeiture or reduction under the
\ncircumstances specified in this Section 5.06.<\/p>\n

(a) Gross Misconduct.<\/em> Without limiting Section 5.01, on termination
\nof a Participant’s employment with the Company and the Affiliated Employers due
\nto such Participant’s Gross Misconduct, such Participant shall not be entitled
\nto any unpaid amount under the Plan.<\/p>\n

(b) Inaccurate Statements, Criteria or Information; Violation of Risk
\nLimits.<\/em> If the Committee determines that a Participant (i) received a
\npayment under the Plan based on materially inaccurate financial statements
\n(including, but not limited to, statements of earnings, revenues or gains) or
\nany other materially inaccurate performance metric criteria, (ii) knowingly
\nengaged in providing inaccurate information (including such Participant’s
\nknowingly failing to timely correct inaccurate information) relating to
\nfinancial statements or performance metrics or (iii) materially violated any
\nrisk limits established by senior management, a business head and\/or risk
\nmanagement, or any balance sheet or working capital guidance provided by a
\nbusiness head, such Participant shall not be entitled to any unpaid amount under
\nthe Plan.<\/p>\n

(c) Misconduct or Error; Downturn in Performance or Failure of Risk
\nManagement.<\/em> If the Committee determines that, with respect to a Participant
\nwho is subject to any applicable non-U.S. legal, regulatory or governmental
\nrequirement, direction, supervisory comment, guidance or promulgation, (i) there
\nis reasonable evidence that such Participant engaged in misconduct or committed
\nmaterial error, in either case in connection with his or her employment, or (ii)
\nthe Company or such Participant’s business unit has suffered a material downturn
\nin its financial performance or a material failure of risk management, the
\nCommittee in its sole discretion may determine that such Participant shall not
\nbe entitled to any unvested amount under the Plan or that any such amount shall
\nbe reduced.<\/p>\n

(d) Company’s Risk Profile.<\/em> Prior to the date on which any amount is
\nscheduled to be paid to a Participant under the Plan, the Committee, in
\nconsultation with the Company’s Chief Risk Officer, shall determine whether a
\nmaterial adverse change in the Company’s risk profile or in the risk profile of
\nCitibank, N.A. has occurred during any applicable Performance Period. If the
\nCommittee determines that any such change has occurred during any applicable
\nPerformance Period, such Participant shall not be entitled to such amount.<\/p>\n

(e) Compliance with Regulatory Requirements.<\/em> Payment or accrual of
\nany portion of any Participant’s 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)<\/p>\n

9<\/p>\n

\n

any agreement entered into between the Company and the United States Treasury
\nDepartment in connection with the Company’s participation in the Troubled Asset
\nRelief Program or the Exchange Agreement dated June 9, 2009 between the Company
\nand the United States Treasury Department or (iii) any policy implemented at any
\ntime by the Company in its discretion to (x) comply with any other legal,
\nregulatory or governmental requirements, directions, supervisory comments,
\nguidance or promulgations specifically including but not limited to guidance on
\nremuneration practices or sound incentive compensation practices promulgated by
\nthe Federal Reserve Board, the Federal Deposit Insurance Corporation or any
\nother applicable U.S. or non-U.S. bank supervisory or governmental agency or
\nauthority, (y) comply with the listing requirements of any stock exchange on
\nwhich the Company’s common stock is traded or (z) comply with or enable the
\nCompany to qualify for any government loan, subsidy, investment or other
\nprogram.<\/p>\n

ARTICLE VI <\/strong><\/p>\n

NON-TRANSFERABILITY <\/em><\/strong><\/p>\n

Section 6.01 Non-Transferability.<\/em><\/p>\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.<\/p>\n

(b) In the event of a Participant’s death, any payments due under the Plan
\nshall be made to such Participant’s 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.<\/p>\n

ARTICLE VII <\/strong><\/p>\n

ADMINISTRATION <\/em><\/strong><\/p>\n

Section 7.01 Plan Administrator.<\/em><\/p>\n

(a) To the extent permitted by applicable law and the rules of the New York
\nStock Exchange, the Committee hereby delegates to the Senior Human Resources
\nOfficer of the Company or his or her delegate its authority over the
\nadministration of the Plan, which delegation the Committee may revoke in whole
\nor in part at any time. The Committee shall have discretionary authority to
\ninterpret the Plan, to make all legal and factual determinations and to
\ndetermine all questions arising in the administration of the Plan, including
\nwithout limitation the reconciliation of any inconsistent provisions, the
\nresolution of ambiguities, the correction of any defects, and the supplying of
\nomissions. Each interpretation, determination or other action made or taken
\npursuant to the Plan or any Award Agreement by the Committee shall be final and
\nbinding on all persons.<\/p>\n

10<\/p>\n

\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 Participant’s Award.\n<\/p>\n

Section 7.02 Indemnification.<\/em> 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.<\/p>\n

ARTICLE VIII <\/strong><\/p>\n

ADJUSTMENTS <\/em><\/strong><\/p>\n

Section 8.01 Adjustments.<\/em> In the event of any material unusual or
\nnon-recurring events affecting Cumulative Pre-Tax Income, any change in
\napplicable tax laws or accounting principles, or any other factor as the
\nCommittee may determine, the Committee shall make appropriate equitable
\nadjustments to Cumulative Pre-Tax Income, the Applicable Percentages, the
\nThreshold Performance Goal and any other provision of the Plan or any Award,
\nwhich adjustments shall not require the consent of the affected Participants.
\nWith respect to Awards subject to Section 409A or 457A of the Code, any such
\nadjustments shall conform to the requirements of Section 409A or 457A of the
\nCode, as applicable.<\/p>\n

Section 8.02 Notice of Adjustment.<\/em> The Company shall give each
\nParticipant notice of an adjustment hereunder and, upon such notice, such
\nadjustment shall be conclusive and binding for all purposes. Notwithstanding the
\nforegoing, the Committee may, in its discretion, decline to adjust any Award
\nmade to a Participant if it determines that such adjustment would violate
\napplicable law or result in adverse tax consequences to such Participant or the
\nCompany, and neither the Committee nor the Company shall be bound to compensate
\nsuch Participant for any such adjustment not made, nor shall either be liable to
\nsuch Participant for any additional personal tax or other consequences of any
\nadjustment that is made to an Award.<\/p>\n

ARTICLE IX <\/strong><\/p>\n

AMENDMENT AND TERMINATION <\/em><\/strong><\/p>\n

Section 9.01 Right to Amend or Terminate the Plan and Awards.<\/em> The
\nCommittee may, in its sole discretion, modify, amend, terminate or suspend the
\nPlan or any Award at any time, which modification, amendment, termination or
\nsuspension shall not require the consent of the affected Participants and which
\nmay be made irrespective of whether it could result in adverse tax consequences
\nto any Participant; provided<\/em> that with respect to a Participant who is
\na U.S.<\/p>\n

11<\/p>\n

\n

taxpayer the Committee shall not modify or amend such Participant’s Award in
\na manner that would give rise to adverse tax consequences under Section 409A of
\nthe Code unless such modification or amendment is undertaken in accordance with
\nSection 5.06(e). No termination of the Plan or any Award Agreement will give
\nrise to a claim of constructive termination of employment by any Participant.\n<\/p>\n

ARTICLE X <\/strong><\/p>\n

GENERAL PROVISIONS <\/em><\/strong><\/p>\n

Section 10.01 Unfunded Status of the Plan.<\/em> Unless otherwise
\ndetermined by the Committee, the Plan shall be unfunded and shall not create (or
\nbe construed to create) a trust or a separate fund or funds. The Plan shall not
\nestablish any fiduciary relationship between the Company or any Affiliated
\nEmployer and any Participant or other person. To the extent that any Participant
\nholds any rights by virtue of an Award, such rights shall constitute general
\nunsecured liabilities of the Company.<\/p>\n

Section 10.02 No Right to Continued Employment.<\/em> Neither the Plan,
\nnor any Award Agreement, nor any action taken or omitted to be taken pursuant to
\nor in connection with the Plan or any Award Agreement shall be deemed to (a)
\ncreate or confer on a Participant any right to be retained in the employ of the
\nCompany or any Affiliated Employer, (b) interfere with or to limit in any way
\nthe right of the Company or any Affiliated Employer to terminate the employment
\nof a Participant at any time or (c) confer on a Participant any right or
\nentitlement 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 Participant’s 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.<\/p>\n

Section 10.03 Offset Rights.<\/em> Notwithstanding anything to the
\ncontrary herein, 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.<\/p>\n

Section 10.04 Code Sections 409A and 457A.<\/em><\/p>\n

(a) Notwithstanding anything to the contrary herein or in any applicable
\nAward Agreement, all payments due hereunder and thereunder are intended to
\ncomply with Sections 409A and 457A of the Code and the guidance issued
\nthereunder, and the Plan and any applicable Award Agreement shall be construed
\naccordingly.<\/p>\n

12<\/p>\n

\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 Participant’s 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).<\/p>\n

(c) Each Participant or his or her estate, as the case may be, is solely
\nresponsible and liable for the satisfaction of all taxes and penalties that may
\nbe imposed on or for the account of such Participant in connection with the Plan
\n(including without limitation any taxes and interest under Section 409A or 457A
\nof the Code), and the Company shall have no obligation to indemnify or otherwise
\nhold such Participant or his or her estate harmless from any or all of such
\ntaxes or penalties.<\/p>\n

Section 10.05 Successors and Assigns.<\/em> The Plan and a Participant’s
\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 Participant’s creditors.<\/p>\n

Section 10.06 Governing Law; Arbitration.<\/em> The Plan and each Award
\nAgreement entered into with a Participant shall be subject to and construed in
\naccordance with the laws of the State of New York, without regard to any
\nconflicts or choice of law rule or principle that might otherwise refer the
\ninterpretation of the Award to the substantive law of another jurisdiction. All
\ndisputes under the Plan shall be subject to final and binding arbitration in
\naccordance with the Company’s arbitration policy.<\/p>\n

Section 10.07 Construction.<\/em> The headings in the Plan have been
\ninserted for convenience of reference only and are to be ignored in any
\nconstruction of any provision hereof. Use of one gender includes the other, and
\nthe singular and plural include each other.<\/p>\n

13<\/p>\n

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