{"id":38808,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employee-option-grant-agreement-citigroup.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employee-option-grant-agreement-citigroup","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employee-option-grant-agreement-citigroup.html","title":{"rendered":"Employee Option Grant Agreement – Citigroup"},"content":{"rendered":"

Form Of
\nCitigroup Inc.
\nEmployee Option Grant Agreement <\/strong><\/p>\n

1. Award Agreement<\/strong>. Citigroup Inc. (“Citigroup<\/em>“)
\nhereby grants to {NAME} (the “Participant<\/em>“), the award(s) summarized
\nbelow, pursuant to the terms of the Executive Option Grant
\nProgram<\/strong> (the “Program<\/em>“). The terms, conditions and
\nrestrictions of your award are contained in this Employee Option Grant
\nAgreement, including the attached Appendix (together, the
\n“Agreement<\/em>“), and are summarized, along with additional information, in
\nthe Executive Option Grant Program prospectus dated February 14,
\n2011<\/strong>, and any applicable prospectus supplements (together, the
\n“Prospectus<\/em>“). Your award is also governed by the Citigroup 2009 Stock
\nIncentive Plan, as amended and restated effective February 9, 2011, and as it
\nmay be further amended from time to time (the “Plan<\/em>“). For the award to
\nbe effective, you must accept below, acknowledging that you have received and
\nread the Prospectus and this Agreement, including the Appendix.<\/p>\n

2. Executive Option Grant Summary*<\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Grant Date:<\/p>\n<\/td>\n

<\/td>\n\n

February 14, 2011<\/p>\n<\/td>\n<\/tr>\n

\n

Grant Price:<\/p>\n<\/td>\n

<\/td>\n\n

$xx.xx per share<\/p>\n<\/td>\n<\/tr>\n

\n

Number of Shares:<\/p>\n<\/td>\n

<\/td>\n\n

{#OPTION SHARES}<\/p>\n<\/td>\n<\/tr>\n

\n

Vesting Dates (1<\/sup>\/3 each vesting date):<\/p>\n<\/td>\n

<\/td>\n\n

February 14, 2012<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

February 14, 2013<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

February 14, 2014<\/p>\n<\/td>\n<\/tr>\n

\n

Option Expiration Date:<\/p>\n<\/td>\n

<\/td>\n\n

February 14, 2017<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

3. Acceptance and Agreement by Participant.<\/strong> I hereby accept
\nthe award described above, and agree to be bound by the terms, conditions, and
\nrestrictions of such award as set forth in this Agreement, including the
\nAppendix, and in the Prospectus (acknowledging hereby that I have read and that
\nI understand such documents), the Plan and Citigroup’s policies, as in effect
\nfrom time to time, relating to the administration of the Program and the Plan. I
\nunderstand that vesting is conditioned upon continuous employment with the
\nCompany, and that an Award may be cancelled if there is a break in or
\ntermination of my employment with the Company.<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/th>\n<\/th>\n<\/th>\n<\/th>\n<\/th>\n<\/tr>\n
\n

CITIGROUP INC.<\/p>\n<\/td>\n

<\/td>\n\n

PARTICIPANT’S SIGNATURE:<\/p>\n<\/td>\n<\/tr>\n

<\/p>\n

By:<\/p>\n<\/td>\n

<\/td>\n\n
\n<\/td>\n		<\/td>\n<\/p>\n
\n<\/td>\n<\/tr>\n
\n

[Name]
\n[Title]<\/p>\n<\/td>\n

<\/td>\n\n

Name:
\nGEID:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

* The terms, conditions and restrictions applicable to your award, including
\nwhat happens in the event of a termination or suspension of your employment, are
\ncontained in this Agreement, which includes the Appendix hereto, and are also
\nsummarized in the Prospectus. The Award is also subject to any limitations,
\nadjustments or clawback provisions required under the Emergency Economic
\nStabilization Act of 2008, as amended, agreements between the Company and the
\nUnited States Treasury Department and\/or the Federal Deposit Insurance
\nCorporation, Company policy, other legal, regulatory or governmental
\nrequirements, stock exchange listing requirements, or that are required to
\nenable the Company to qualify for any government loan, subsidy, investment or
\nother program.<\/p>\n

\n

CITIGROUP INC.
\nEMPLOYEE OPTION GRANT AGREEMENT
\nAPPENDIX <\/strong><\/p>\n

This Appendix constitutes part of the Employee Option Grant Agreement (the
\n“Agreement<\/em>“) and is applicable to the Executive Option Grant
\nProgram<\/strong> award summarized on the first page of this Agreement. This
\nAppendix is part of the Agreement and sets forth the terms and conditions and
\nother information applicable to the non-qualified stock option (the
\n“Option<\/em>“), granted to Participant under the Program, as described in
\nthe Award Summary on page 1. All Options are denominated in shares of Citigroup
\ncommon stock, par value $.01 per share (referred to herein as “shares<\/em>”
\nor “Citigroup stock<\/em>“). The “Company<\/em>“, for purposes of this
\nAgreement, shall mean Citigroup and its subsidiaries that participate in the
\nProgram, except where provided otherwise herein.<\/p>\n

1. Terms and Conditions.<\/strong> The terms, conditions, and
\nrestrictions of the Option are set forth below. Certain of these provisions,
\nalong with other important information, are summarized in the Executive
\nOption Grant Program prospectus dated February 14, 2011<\/strong> (the
\n“Prospectus<\/em>“), and any applicable prospectus supplement that may be
\npublished from time to time. The terms, conditions, and restrictions of the
\nOption include, but are not limited to, provisions relating to amendment,
\nvesting, and cancellation of the Option, restrictions on the transfer of the
\nOption, and additional restrictions that may be imposed on the Option pursuant
\nto Sections 4(j) and 4(k) of this Agreement, as further described below.<\/p>\n

By accepting an Option, Participant acknowledges that he or she has
\nread and understands the Prospectus and the terms and conditions set forth in
\nthis Appendix. Participant understands that this Option and all other incentive
\nawards are entirely discretionary and that no right to receive the Option, or
\nany incentive award, exists absent a prior written agreement to the
\ncontrary.<\/strong><\/p>\n

Participant understands that the value that may be realized from the
\nOption, if any, is contingent and depends on the future market price of
\nCitigroup stock, among other factors, and that because equity awards are
\ndiscretionary, and intended to promote employee retention and stock ownership
\nand to align employees’ interests with those of stockholders, equity awards are
\nsubject to vesting conditions and will be canceled if such conditions are not
\nsatisfied.<\/strong><\/p>\n

Any monetary value assigned to the Option in any communication
\nregarding the Option is contingent, hypothetical, and for illustrative purposes
\nonly and does not express or imply any promise or intent by the Company to
\ndeliver, directly or indirectly, any certain or determinable cash value to
\nParticipant. Receipt of an Option covered by this Agreement, or any other
\nincentive award, is neither an indication nor a guarantee that an incentive
\naward of any type or amount will be made in the future, and absent a written
\nagreement to the contrary, the Company is free to change its practices and
\npolicies regarding incentive awards at any time in its sole discretion.<\/strong>\n<\/p>\n

Any actual, anticipated, or estimated financial benefit to
\nParticipant from the Option is not and shall not be deemed to be a normal or an
\nintegral part of Participant’s regular or expected salary or compensation from
\nemployment for any purposes, including, but not limited to, calculating any
\nstatutory, common law or other employment-related payment to Participant,
\nincluding any severance, resignation, termination, redundancy, end-of-service,
\nbonus, long-service awards, pension, superannuation or retirement or welfare or
\nsimilar payments, benefits or entitlements, and in no event should be considered
\nas compensation for, or relating in any way to, past services for the
\nCompany.<\/strong><\/p>\n

2. Vesting.<\/strong> If conditions to vesting are satisfied, the
\nOption will vest in the installment amounts and on the vesting dates set forth
\nin the Stock Option Grant Summary. Vesting in each case is subject to receipt of
\nthe information necessary to make any required tax payments and confirmation by
\nCitigroup that all conditions to vesting have been satisfied.<\/p>\n

2<\/p>\n

\n

Vesting is conditioned on Participant’s continuous employment with
\nthe Company up to and including the scheduled vesting date, unless otherwise
\nprovided below, and subject to Section 4(j).<\/strong><\/p>\n

3. Exercise of Option.<\/strong> Vested Option shares may be
\nexercised in whole or in part by Participant upon notice to the Company,
\ntogether with provision for payment of the grant price (as set forth in the
\nStock Option Grant Summary). Such notice shall be given in the manner prescribed
\nby Citigroup and shall specify the date and method of exercise and the number of
\nOption shares that are being exercised. The currently available option exercise
\nmethods, which are subject to change at any time, are described in the
\nProspectus. All stock option exercises will be processed in accordance with the
\nCitigroup Equity Compensation administrative procedures and deadlines then in
\neffect. If Participant uses a broker-assisted exercise method that may be
\navailable from time to time, Participant acknowledges and agrees that option
\nproceeds from any broker-assisted exercises will be net of applicable
\ncommissions and fees associated with these transactions. The applicable
\ncommissions and fees will be disclosed to Participant at or prior to the time of
\nexercise or will be available to Participant upon request. The laws of the
\ncountry in which Participant is working at the time of grant, vesting, and\/or
\nexercise of the Option (including any rules or regulations governing securities,
\nforeign exchange, tax or labor matters), and Citigroup accounting or other
\npolicies, whether dictated by such country’s political or regulatory climate or
\notherwise, may restrict or prohibit any one or more of the stock option exercise
\nmethods described in the Prospectus; such restrictions may apply differently if
\nParticipant is a resident or expatriate employee, and are subject to change at
\nany time. If the last day on which an Option may be exercised pursuant to any
\nprovision of this Agreement is not a trading day on the New York Stock Exchange,
\nthen the immediately preceding New York Stock Exchange trading day shall be the
\nlast day on which an Option may be exercised. Under no circumstances may an
\nOption be exercised after the Option Expiration Date set forth in the Stock
\nOption Grant Summary (the “Option expiration date<\/em>“). The
\nCompany is not obligated to notify a Participant (or his or her estate or
\npersonal representatives) that an Option is nearing expiration.<\/strong><\/p>\n

4. Continuous Employment and other Vesting and Post-Vesting
\nConditions.<\/strong> The vesting of the Option shares and the Participants right
\nto exercise Option shares is conditioned upon Participant’s continuous
\nemployment with the Company and\/or subject to other conditions, as provided
\nbelow.<\/p>\n

The vesting of Option shares and Participant’s right to exercise Option
\nshares is conditioned upon Participant’s continuous employment with the Company,
\nexcept as otherwise provided below.<\/p>\n

If Participant’s employment with the Company terminates or is interrupted for
\nany reason described below, Participant’s rights with respect to the Option will
\nbe affected as indicated below. If Participant’s employment with the Company
\nterminates for any reason not described below, the Option will be canceled.<\/p>\n

(a) Voluntary Resignation.<\/strong> If Participant voluntarily
\nterminates his or her employment with the Company and at such time does not
\nsatisfy the conditions of Section 4(i) below, vesting of Option shares will
\ncease and all unvested Option shares will be canceled on the date Participant’s
\nemployment is so terminated. Participant may exercise vested Option shares until
\nthe Option expiration date.<\/p>\n

(b) Disability.<\/strong> Option shares will continue to vest on
\nschedule and may be exercised, subject to all other provisions of this
\nAgreement, during Participant’s approved disability leave pursuant to a Company
\ndisability policy (but not later than the Option expiration date). If
\nParticipant’s disability ends with Participant’s termination of employment on
\naccount of the disability, any unvested Option shares will vest immediately.
\nVested Option shares may be exercised until the Option expiration date.<\/p>\n

(c) Approved Personal Leave of Absence (Non-Statutory
\nLeave).<\/strong><\/p>\n

(i) Unvested Option shares will continue to vest on schedule and may be
\nexercised, subject to all other provisions of this Agreement, during the first
\nsix months of an approved personal leave of absence, provided that Participant’s
\nleave of absence was approved by management of<\/p>\n

3<\/p>\n

\n

Participant’s business unit in accordance with the leave of absence policies
\napplicable to Participant (an “approved personal leave of absence<\/em>“).
\nUnvested Option shares will be canceled as soon as the approved personal leave
\nof absence has exceeded six months, except as provided in paragraph (ii) below.\n<\/p>\n

(ii) If Participant’s employment terminates for any reason specified
\nelsewhere in this Section 4 during the first six months of an approved personal
\nleave of absence, the Award will be treated as described in the applicable
\nprovision of this Section 4. If Participant meets the “Rule 75” as defined in
\nSection 4(i) before the approved personal leave of absence exceeds six months,
\nunvested shares will continue to vest on schedule, subject to all other
\nprovisions of this agreement.<\/p>\n

(d) Statutory Leave of Absence.<\/strong> Unvested Option shares will
\ncontinue to vest on schedule and may be exercised, subject to all other
\nprovisions of this agreement, during a leave of absence that is approved by
\nmanagement of Participant’s business unit, provided by applicable law and is
\ntaken in accordance with such law and applicable Company policy (a
\n“statutory leave of absence<\/em>“). If Participant meets the “Rule of 75” as
\ndefined in Section 4(i) during a statutory leave of absence, unvested shares
\nwill continue to vest on schedule, subject to all other provisions of this
\nagreement.<\/p>\n

(e) Death.<\/strong> If Participant’s employment terminates by reason
\nof Participant’s death, any unvested Option shares will vest and vested Option
\nshares may be exercised only by the lawful representative of Participant’s
\nestate until the Option expiration date.<\/p>\n

(f) Involuntary Termination for Gross Misconduct.<\/strong>
\nNotwithstanding any provisions of this Agreement to the contrary, if the Company
\nterminates Participant’s employment because of Participant’s “gross
\nmisconduct<\/em>” (as defined below), vesting of the Option, and the
\nParticipant’s right to exercise vested Option shares will cease on the date
\nParticipant’s employment is so terminated; all unvested and unexercised Option
\nshares will be canceled as of date Participant’s employment is terminated, and
\nParticipant shall have no further rights of any kind with respect to the Option.
\nFor purposes of this Agreement, “gross misconduct<\/em>” means any conduct
\nthat (i) is in competition with the Company’s business operations, (ii) that
\nbreaches any obligation that Participant owes to the Company or Participant’s
\nduty of loyalty to the Company, (iii) is materially injurious to the Company or
\n(iv) is otherwise determined by the Personnel and Compensation Committee of the
\nCitigroup Board of Directors (the “Committee<\/em>“), in its sole discretion,
\nto constitute gross misconduct. For purposes of this Section 4(f),
\n“Company<\/em>” shall mean Citigroup and any of its subsidiaries.<\/p>\n

(g) Employment by Company Ends as a Result of a “Qualifying
\nTransaction.”<\/strong> If Participant is no longer employed by the Company as a
\ndirect result of a “qualifying transaction<\/em>” (as defined below), all
\nunvested Option shares will vest on the date Participant’s employment status
\nchanges as a result of the qualifying transaction. Vested Option shares may be
\nexercised until the Option expiration date. For these purposes, a
\n“qualifying transaction<\/em>” means any one of the following events or
\ncombination of events:<\/p>\n

(i) The stock or other equity interest in the Citigroup subsidiary that
\nemploys Participant is sold or otherwise disposed of in a transaction that
\nresults in Citigroup ceasing to control or own a significant equity interest in
\nthe subsidiary. In these circumstances, Participant’s employment by the Company
\nwill end on the date Citigroup ceases to control or own a significant equity
\ninterest in the subsidiary. For these purposes, the Committee will determine, in
\nits sole discretion, whether Citigroup ceases to control, or own a significant
\nequity interest in, a subsidiary.<\/p>\n

(ii) Either (a) a sale or other disposition of assets comprising the business
\nunit to which Participant provides substantial services, or (b) the transfer to
\nan external service provider of Participant’s job function in connection with
\nthe Company’s entering into a services agreement with the external service
\nprovider, and (c) the involuntary termination of Participant’s employment<\/p>\n

4<\/p>\n

\n

<\/p>\n

by the Company other than for “gross misconduct” in connection with the sale
\nor other disposition of assets or the Company’s entering into a services
\nagreement covering Participant’s job function. In these circumstances,
\nParticipant will not be eligible for the treatment described above if the
\nCompany determines that Participant has rejected an employment opportunity with
\nthe buyer or external services provider on terms and conditions that are
\ncomparable to the terms and conditions of Participant’s employment by the
\nCompany, and in such case paragraph (h) (or other applicable paragraph) of this
\nSection 4 will apply.<\/p>\n

(h) Involuntary Termination Other than for Gross
\nMisconduct.<\/strong> Unless paragraph (g) above applies, if Participant’s
\nemployment is terminated by the Company involuntarily other than for gross
\nmisconduct including under a reduction in force or job discontinuance program,
\nand Participant has not met the “Rule of 75” as defined in Section 4(i), a
\nprorated portion of the unvested Option shares will immediately vest and any
\nvested Option shares may be exercised until the Option expiration date. The
\nprorated portion of unvested Option shares that vest in accordance with the
\npreceding sentence shall be calculated (1) by assuming that the portion of the
\nOption shares scheduled to vest on each different vesting date is a separate
\naward, and (2) for each separate award, by multiplying the number of unvested
\nOption shares that are subject to such separate award by a fraction, the
\nnumerator of which is equal to the number of days the Participant was employed
\nby the Company during the vesting period applicable to such separate award and
\nthe denominator of which is equal to the number of days in the entire vesting
\nperiod applicable to such separate award. For these purposes, the vesting period
\nis the period of time starting on and including the grant date and ending on and
\nincluding the applicable vesting date.<\/p>\n

(i) Termination after meeting the “Rule of 75.”<\/strong> If
\nParticipant’s employment with the Company terminates for any reason other than
\ninvoluntary termination for “gross misconduct,” and<\/em> on or before such
\ndate Participant’s age plus full years of service with the Company equals at
\nleast 75 (the “Rule of 75<\/em>“), then any unvested Option shares will vest
\non the date Participant’s employment terminates. Vested Option shares may be
\nexercised until the Option expiration date.<\/p>\n

(j) Clawback; Misconduct; Error; Downturn in Performance or Failure
\nof Risk Management.<\/strong> Any unvested shares subject to the Option and any
\nvested but unexercised Option shares will be canceled or forfeited if the
\nCommittee determines that (1) Participant received the Option based on
\nmaterially inaccurate financial statements (which includes, but is not limited
\nto, statements of earnings, revenues, or gains) or any other materially
\ninaccurate performance metric criteria, (2) Participant knowingly engaged in
\nproviding inaccurate information (including knowingly failing to timely correct
\ninaccurate information) relating to financial statements or performance metrics,
\nor (3) Participant materially violated any risk limits established or revised by
\nsenior management, a business head and\/or risk management, or any balance sheet
\nor working or regulatory capital guidance provided by a business head.<\/p>\n

(k) One-Year Sale Restriction on Incremental Shares from Exercises
\nbefore February 14, 2016.<\/strong> If Participant exercises the Option before
\nthe fifth anniversary of the grant date (February 14, 2016), the shares issued
\nafter covering the option cost (equal to the grant price, as set forth in the
\nStock Option Grant Summary, times the number of option shares exercised),
\napplicable taxes, and any brokerage commission and fees (“incremental
\nshares<\/em>“) will be subject to a restriction on sale or transfer beginning on
\nthe exercise date and ending one year thereafter. In the event of Participant’s
\ndeath, the sale restriction imposed on Option shares will cease to apply and
\nwill not be imposed on any shares that may be acquired by Participant’s estate
\nin a future exercise of the Option.<\/p>\n

5. Non-Transferability.<\/strong> The Option and any sale-restricted
\nincremental shares relating to the Option may not be sold, pledged,
\nhypothecated, assigned, margined or otherwise transferred, other than by will or
\nthe laws of descent and distribution, and no Option or interest or right therein
\nshall be subject to the debts, contracts or engagements of Participant or his or
\nher successors in interest or shall<\/p>\n

5<\/p>\n

\n

<\/p>\n

be subject to disposition by transfer, alienation, anticipation, pledge,
\nencumbrance, assignment or any other means whether such disposition be voluntary
\nor involuntary or by operation of law, by judgment, lien, levy, attachment,
\ngarnishment or any other legal or equitable proceedings (including bankruptcy or
\ndivorce), and any attempted disposition thereof shall be null and void, of no
\neffect, and not binding on the Company in any way. Participant agrees that any
\npurported transfer shall be null and void, and shall constitute a breach of this
\nAgreement causing damage to the Company for which the remedy shall be a
\ncancelation of the Option. During Participant’s lifetime, all rights with
\nrespect to the Option shall be exercisable only by Participant, and any and all
\npayments in respect of the Option shall be to Participant only. The Company
\nshall be under no obligation to entertain, investigate, respect, preserve,
\nprotect or enforce any actual or purported rights or interests asserted by any
\ncreditor of Participant or any other third party in the Option, and Participant
\nagrees to take all reasonable measures to protect the Company against any such
\nclaims being asserted in respect of Participant’s Option and to reimburse the
\nCompany for any and all reasonable expenses it incurs defending against or
\ncomplying with any such third-party claims if Participant could have reasonably
\nacted to prevent such claims from being asserted against the Company.<\/p>\n

6. Stockholder Rights.<\/strong> Participant shall have no rights as
\na stockholder of Citigroup over any shares covered by an Option, unless and
\nuntil shares are distributed to Participant in connection with an Option
\nexercise.<\/p>\n

7. Right of Set Off.<\/strong> Participant agrees that the Company
\nmay, to the extent determined by the Company to be permitted by applicable law,
\nretain for itself funds or securities otherwise payable to Participant pursuant
\nto this Option or any award under any equity award program administered by
\nCitigroup to offset any amounts paid by the Company to a third party pursuant to
\nany award, judgment, or settlement of a complaint, arbitration, or lawsuit of
\nwhich Participant was the subject; to satisfy any obligation or debt that
\nParticipant owes the Company or its affiliates; or in the event any equity award
\nis canceled pursuant to its terms. The Company may not retain such funds or
\nsecurities and set off such obligations or liabilities, as described above,
\nuntil such time as they would otherwise be distributable to Participant in
\naccordance with the applicable award terms.<\/p>\n

8. Consent to Electronic Delivery.<\/strong> In lieu of receiving
\ndocuments in paper format, Participant hereby agrees, to the fullest extent
\npermitted by law, to accept electronic delivery of any documents that Citigroup
\nmay be required to deliver (including, but not limited to, prospectuses,
\nprospectus supplements, grant or award notifications and agreements, account
\nstatements, annual and quarterly reports, and all other forms or communications)
\nin connection with the Option(s) covered by this Agreement and any other prior
\nor future incentive award or program made or offered by Citigroup or its
\npredecessors or successors. Electronic delivery of a document to Participant may
\nbe via a Company e-mail system or by reference to a location on a Company
\nintranet or secure internet site to which Participant has access.<\/p>\n

9. Plan Administration.<\/strong> The Option described in this
\nAgreement has been granted subject to the terms of the Plan. The shares
\ndeliverable to Participant upon the exercise of an Option will be from the
\nshares available for grant pursuant to the terms of the Plan.<\/p>\n

10. Adjustments.<\/strong> In the event of any change in Citigroup’s
\ncapital structure on account of (i) any extraordinary dividend, stock dividend,
\nstock split, reverse stock split or any similar equity restructuring; or (ii)
\nany combination or exchange of equity securities, merger, consolidation,
\nrecapitalization, reorganization, divestiture or other distribution (other than
\nordinary cash dividends) of assets to stockholders, or any other similar event
\naffecting Citigroup’s capital structure, to the extent necessary to prevent the
\nenlargement or diminution of the rights of Participants, the Committee shall
\nmake such appropriate equitable adjustments as may be permitted by the terms of
\nthe Plan and applicable law, to the number or kind of shares subject to an
\nOption and\/or the grant price applicable to an Option. All such adjustments
\nshall conform to the requirements of Section 409A of the Internal<\/p>\n

6<\/p>\n

\n

<\/p>\n

Revenue Code of 1986, as amended (the “Code<\/em>“), to the extent
\napplicable, and with respect to Options intended to qualify as
\n“performance-based compensation” under Section 162(m) of the Code, such
\nadjustments or substitutions shall be made only to the extent that the Committee
\ndetermines that such adjustments or substitutions may be made without causing
\nthe Company to be denied a tax deduction on account of Section 162(m) of the
\nCode. Citigroup shall give each Participant notice of an adjustment hereunder
\nand, upon notice, such adjustment shall be conclusive and binding for all
\npurposes. Notwithstanding the foregoing, the Committee may, in its discretion,
\ndecline to adjust any Option granted to a Participant, if it determines that
\nsuch adjustment would violate applicable law or result in adverse tax
\nconsequences to the Participant or the Company, and neither the Committee nor
\nCitigroup shall be bound to compensate any Participant for any such adjustment
\nnot made, nor shall they be liable to Participant for any additional personal
\ntax or other consequences of any adjustments that are made to an Option.<\/p>\n

11. Taxes and Tax Residency Status.<\/strong> By accepting the
\nOption, Participant agrees to pay all applicable income taxes (or hypothetical
\ntax, if Participant is subject to tax equalization or tax protection pursuant to
\na Citigroup Expatriate policy) and file all required tax returns in all
\njurisdictions where Participant is subject to tax and\/or an income tax filing
\nrequirement. To assist Citigroup in achieving full compliance with its
\nobligations under the laws of all relevant taxing jurisdictions, Participant
\nagrees to keep complete and accurate records of his or her income tax residency
\nstatus and the number and location of workdays outside his or her country of
\nincome tax residency from the date of an Option grant until the later of the
\ndate of its last exercise or the subsequent sale of any shares upon any exercise
\nof the Option. By accepting the Option, Participant also agrees to provide, upon
\nrequest, information about his or her tax residency status to Citigroup during
\nsuch period. Participant will be responsible for any income tax due, including
\npenalties and interest, arising from any misstatement by Participant regarding
\nsuch information.<\/p>\n

12. Entire Agreement; No Right to Employment.<\/strong> The
\nProspectus and the Agreement constitute the entire understanding between the
\nCompany and Participant regarding the Option and supersede all previous written,
\noral, or implied understandings between the parties hereto about the subject
\nmatter hereof, including any written or electronic agreement, election form or
\nother communication to, from or between Participant and the Company. Nothing
\ncontained herein, in the Plan, the Prospectus, or in any prospectus supplement
\nor any other communication about the Option shall confer upon Participant any
\nrights to continued employment or employment in any particular position, at any
\nspecific rate of compensation, or for any particular period of time.<\/p>\n

13. Amendment.<\/strong> The Committee may in, its sole discretion,
\nmodify, amend, terminate or suspend the Option or the Program at any time,
\nexcept that no termination, suspension, modification or amendment of the Option
\nor the Program shall (i) cause the Option or the Program to become subject to,
\nor violate, Section 409A of the Code, or (ii) adversely affect Participant’s
\nrights with respect to the Option, as determined by the Committee, without
\nParticipant’s written consent.<\/p>\n

14. Compliance with Regulatory Requirements.<\/strong>
\nNotwithstanding any provision of this Agreement to the contrary, the Option will
\nbe subject to any limitations, adjustments or clawback provisions applicable to
\nParticipant to the extent required under (a) the Emergency Economic
\nStabilization Act of 2008, as amended, and any applicable rules or regulations
\nthereunder, (b) any agreement entered into between the Company and the United
\nStates Treasury Department in connection with the Company’s participation in,
\nthe Troubled Asset Relief Program or the Exchange Agreement dated June 9, 2009,
\nbetween the Company and the United States Treasury Department and the Federal
\nDeposit Insurance Corporation, or (c) any policy implemented at any time by the
\nCompany in its discretion to (i) comply with any other legal, regulatory or
\ngovernmental requirements, directions, supervisory comments, guidance or
\npromulgations specifically including but not limited to guidance on remuneration
\npractices or sound incentive compensation practices promulgated by any U.S. or
\nnon-U.S. governmental agency or authority, (ii) comply with the listing
\nrequirements of any stock exchange on<\/p>\n

7<\/p>\n

\n

<\/p>\n

which the Company’s common stock is traded or (iii) comply with or enable the
\nCompany to qualify for any government loan, subsidy, investment or other
\nprogram.<\/p>\n

15. Arbitration; Conflict; Governing Law.<\/strong> Any disputes
\nrelated to the Option shall be resolved by arbitration in accordance with the
\nCompany’s arbitration policies. In the absence of an effective arbitration
\npolicy, Participant understands and agrees that any dispute related to an Option
\nshall be submitted to arbitration in accordance with the rules of the American
\nArbitration Association, if so elected by the Company in its sole discretion. In
\nthe event of a conflict between the Prospectus and this Agreement, this
\nAgreement shall control. In the event of a conflict between this Agreement and
\nthe Plan the Plan shall control. This Agreement shall be governed by the laws of
\nthe State of New York (regardless of conflict of laws principles) as to all
\nmatters, including, but not limited to, the construction, application, validity
\nand administration of the Program.<\/p>\n

16. Disclosure Regarding Use of Personal Information and
\nParticipant’s Consent.<\/strong><\/p>\n

(a) Definition and Use of “Personal Information.”<\/strong> In
\nconnection with the grant of this Option, and any other award under the Program
\nor any other equity award program, and the implementation and administration of
\nany such program, including, without limitation, Participant’s actual
\nparticipation, or consideration by the Company for potential future
\nparticipation, in any program at any time, it is or may become necessary for
\nthe Company to collect, transfer, use, and hold certain personal information
\nregarding Participant in and\/or outside of Participant’s home country<\/em>.<\/p>\n

The “personal information<\/em>” that Citigroup may collect, process,
\nstore and transfer for the purposes outlined above may include Participant’s
\nname, nationality, citizenship, tax or other residency status, work
\nauthorization, date of birth, age, government\/tax identification number,
\npassport number, brokerage account information, GEID or other internal
\nidentifying information, home address, work address, job and location history,
\ncompensation and equity award information and history, business unit, employing
\nentity, and Participant’s beneficiaries and contact information. Participant may
\nobtain more details regarding the access and use of his\/her personal
\ninformation, and may correct or update such information, by contacting his\/her
\nhuman resources representative or local equity coordinator.<\/p>\n

Use, transfer, storage and processing of personal information, electronically
\nor otherwise, may be in connection with the Company’s internal administration of
\nits equity award programs, or in connection with tax or other governmental and
\nregulatory compliance activities directly or indirectly related to an equity
\naward program. For such purposes only, personal information may be used by third
\nparties retained by the Company to assist with the administration and compliance
\nactivities of its equity award programs, and may be transferred by the company
\nthat employs (or any company that has employed) Participant from Participant’s
\nhome country to other Citigroup entities and third parties located in the United
\nStates and in other countries. Specifically, those parties that may have access
\nto Participant’s information for the purposes described herein include, but are
\nnot limited to, (i) human resources personnel responsible for administering the
\nequity award programs, including local and regional equity award coordinators,
\nand global coordinators located in the United States; (ii) Participant’s U.S.
\nbroker and equity account administrator and trade facilitator; (iii)
\nParticipant’s U.S., regional and local employing entity and business unit
\nmanagement, including Participant’s supervisor and his\/her superiors; (iv) the
\nCommittee or its designee, which is responsible for administering the Plan; (v)
\nCitigroup’s technology systems support team (but only to the extent necessary to
\nmaintain the proper operation of electronic information systems that support the
\nequity award programs); and (vi) internal and external legal, tax and accounting
\nadvisors (but only to the extent necessary for them to advise the Company on
\ncompliance and other issues affecting the equity award programs in their
\nrespective fields of expertise). At all times, Company personnel and third
\nparties will be obligated to maintain the confidentiality of Participant’s
\npersonal information except to the extent the Company is required to provide
\nsuch information to governmental agencies or other parties. Such action will
\nalways be undertaken only in accordance with applicable law.<\/p>\n

8<\/p>\n

\n

(b) Participant’s Consent.<\/strong> BY ACCEPTING THIS AWARD,
\nPARTICIPANT EXPLICITLY CONSENTS (I) TO THE USE OF PARTICIPANT’S PERSONAL
\nINFORMATION FOR THE PURPOSE OF BEING CONSIDERED FOR PARTICIPATION IN FUTURE
\nEQUITY AWARDS (TO THE EXTENT HE\/SHE IS ELIGIBLE UNDER APPLICABLE PROGRAM
\nGUIDELINES, AND WITHOUT ANY GUARANTEE THAT ANY AWARD WILL BE MADE); AND (II) TO
\nTHE USE, TRANSFER, PROCESSING AND STORAGE, ELECTRONICALLY OR OTHERWISE, OF
\nHIS\/HER PERSONAL INFORMATION, AS SUCH USE HAS OCCURRED TO DATE, AND AS SUCH USE
\nMAY OCCUR IN THE FUTURE, IN CONNECTION WITH THIS OR ANY OTHER EQUITY AWARD, AS
\nDESCRIBED ABOVE.<\/p>\n

***<\/p>\n

9<\/p>\n

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