{"id":38809,"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-profit-sharing-plan-award-agreement-citigroup.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employee-profit-sharing-plan-award-agreement-citigroup","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employee-profit-sharing-plan-award-agreement-citigroup.html","title":{"rendered":"Employee Profit Sharing Plan Award Agreement – Citigroup"},"content":{"rendered":"

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

Section 1. Award Agreement.<\/em> Citigroup Inc. (the “Company<\/em>“)
\nhereby grants to Vikram S. Pandit<\/strong> (the “Participant<\/em>“)
\nthe award (the “Award<\/em>“) summarized below, pursuant to the terms of the
\nCitigroup Inc. 2011 Key Employee Profit Sharing Plan (the “Plan<\/em>“). The
\nterms, conditions and restrictions of the Award are contained in this Award
\nAgreement (this “Agreement<\/em>“) and the Plan. For the Award to be
\neffective, the Participant must sign below and return this Agreement
\nacknowledging that the Participant has received and read this Agreement and the
\nPlan. Except as otherwise defined in this Agreement, all capitalized terms have
\nthe meanings set forth in the Plan.<\/p>\n

Section 2. Applicable Percentage.<\/em> 0.05543%.<\/strong><\/p>\n

Section 3. Forfeiture or Clawback of Payments.<\/em> The Participant
\nacknowledges that amounts payable to the Participant under the Plan and the
\nAward are subject to forfeiture or clawback under the circumstances specified in
\nArticle V of the Plan, as modified by this Agreement.<\/p>\n

Section 4. Definitions.<\/em> The following definitions in Article I shall
\nbe modified as follows:<\/p>\n

“Acceleration Event<\/em>” means, as applicable, termination of the
\nParticipant’s employment with the Company and the Affiliated Employers due to
\nhis death or Disability.<\/p>\n

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

“Personal Leave<\/em>” means a Bona Fide Leave that is a personal leave of
\nabsence that is approved by the Committee.<\/p>\n

“Statutory Leave<\/em>” means a Bona Fide Leave that is approved by the
\nCommittee, is provided by applicable law and is taken in accordance with such
\nlaw and applicable Company policy.<\/p>\n

The following definitions in Article I shall have no application to the
\nAward: Involuntary Retirement, Qualifying Termination, Qualifying Transaction,
\nRetirement, Retirement Period, Significant Competitor, and Voluntary Retirement.\n<\/p>\n

Section 5. Performance Award.<\/em> Section 3.01 of the Plan shall have no
\napplication to the Award and shall be replaced in its entirety by the following:\n<\/p>\n

Subject to Articles IV and V of the Plan, as modified by this Agreement, the
\nParticipant shall be entitled to payment(s), if any, in respect of the Award in
\nthe amount(s) determined in accordance with subsections (a) and (b) below.<\/p>\n

(a) Initial Payment.<\/em> If the Participant is employed by the Company
\nor an Affiliated Employer on May 17, 2013, the Participant shall be entitled to
\na payment (the “Initial Payment<\/em>“), paid on May 17, 2013, in an amount
\nequal to two-thirds of the product of (i) Cumulative Pre-Tax Income for the
\napplicable Initial Period and (ii) the Participant’s Applicable Percentage. The
\namount, if any, determined in accordance with the preceding sentence shall be
\nincreased to reflect deemed earnings based on the applicable Notional Interest
\nRate during the period commencing on January 1, 2013 and ending on May 17, 2013.\n<\/p>\n

(b) Holdback Payment.<\/em> If the Participant is employed by the Company
\nor an Affiliated Employer on May 17, 2014, the Participant shall be entitled to
\na payment (the “Holdback Payment<\/em>“), if any, paid on May 17, 2014, in an
\namount equal to the product of (i) the lesser of Cumulative Pre-Tax Income for
\nsuch Initial Period and the applicable Entire Period and (ii) the Participant’s
\nApplicable Percentage, 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

\n

<\/p>\n

shall be increased to reflect deemed earnings on such amount based on the
\napplicable Notional Interest Rate during the period commencing on January 1,
\n2013 and ending on May 17, 2014.<\/p>\n

Section 6. Termination Generally.<\/em> Section 5.01 of the Plan shall
\nhave no application to the Award and shall be replaced by the corresponding
\nsection below:<\/p>\n

Termination Generally.<\/em> Subject to this Article V, if the
\nParticipant’s employment with the Company and the Affiliated Employers
\nterminates (i) at any time prior to May 17, 2013, the Participant shall not be
\nentitled to any payments pursuant to the Plan, or (ii) on or after May 17, 2013
\nand before May 17, 2014, the Participant shall not be entitled to a Holdback
\nPayment.<\/p>\n

Section 7. Acceleration Event.<\/em> Section 5.02 of the Plan shall have
\nno application to the Award and shall be replaced in its entirety by the
\ncorresponding section below:<\/p>\n

Section 5.02 Termination on Account of Death or Disability.<\/em> If an
\nAcceleration Event occurs prior to (i) May 17, 2013 with respect to the
\nParticipant’s Initial Payment or (ii) May 17, 2014 with respect to the
\nParticipant’s Holdback Payment, the Participant or his estate (as the case may
\nbe) shall be entitled to payment(s), if any, with respect to the Award in the
\namount(s) determined in accordance with this Section 5.02.<\/p>\n

(a) Initial Payment.<\/em> The Participant or his estate (as the case may
\nbe) shall be entitled to the Initial Payment, paid on May 17 of the year
\nfollowing the Acceleration Event (or on May 17, 2013 if the Acceleration Event
\noccurs earlier than such date in 2013), in an amount equal to two-thirds of the
\nproduct of (i) Cumulative Pre-Tax Income for the Acceleration Initial Period and
\n(ii) the Participant’s Applicable Percentage.<\/p>\n

(b) Holdback Payment.<\/em> The Participant or his estate (as the case may
\nbe) shall be entitled to a Holdback Payment, if any, paid in the fourth calendar
\nquarter of the year following the Acceleration Event; provided<\/em>, that if
\nan Acceleration Event occurs in 2013, such payment, if any, shall be made on May
\n17, 2014. The amount of the Holdback Payment, if any, shall equal the product of
\n(A) the lesser of Cumulative Pre-Tax Income for the Acceleration Initial Period
\nand the Acceleration Entire Period and (B) the Participant’s Applicable
\nPercentage, minus (C) the Initial Payment; provided<\/em>, however<\/em>,
\nthat in no case shall the Holdback Payment be less than zero. The amount, if
\nany, determined in accordance with the preceding sentence shall be increased to
\nreflect deemed earnings on such amount during the first three calendar quarters
\nof the calendar year following the Acceleration Event (or during the first three
\nquarters of 2013 if the Acceleration Event occurs in 2013) based on the
\napplicable Notional Interest Rate during such quarters.<\/p>\n

Section 8. Retirement.<\/em> Section 5.03 of the Plan shall have no
\napplication to the Participant’s Award.<\/p>\n

Section 9. Non-Attainment of Threshold Performance Goal.<\/em> Section
\n5.04 shall be replaced in its entirety by the following:<\/p>\n

Notwithstanding anything to the contrary herein, if<\/p>\n

(a) the Participant remains employed with the Company or any Affiliated
\nEmployer through May 17, 2014, he shall not be entitled to any (i) Initial
\nPayment if Cumulative Pre-Tax Income for the Initial Period is less than the
\nThreshold Performance Goal or (ii) Holdback Payment if Cumulative Pre-Tax Income
\nfor either the Initial Period or the Entire Period is less than the Threshold
\nPerformance Goal; or<\/p>\n

(b) the Participant’s employment terminates on account of an Acceleration
\nEvent prior to May 17, 2014, he shall not be entitled to any (i) Initial Payment
\nif Cumulative Pre-Tax Income for the applicable Acceleration Initial Period is
\nless than the Threshold Performance Goal or (ii) Holdback Payment if<\/p>\n

2<\/p>\n

\n

<\/p>\n

Cumulative Pre-Tax Income for either such Acceleration Initial Period or the
\napplicable Acceleration Entire Period is less than the Threshold Performance
\nGoal.<\/p>\n

Section 10. Approved Leave of Absence.<\/em> Section 5.05 of the Plan
\nshall have no application to the Award and shall be replaced in its entirety by
\nthe corresponding section below:<\/p>\n

Section 5.05 Approved Leave of Absence.<\/em> If prior to May 17, 2014 the
\nParticipant commences a Bona Fide Leave that is a:<\/p>\n

(a) Personal Leave, the Participant’s Award will be treated as if the
\nParticipant’s employment with the Company and the Affiliated Employers had not
\nbeen interrupted by such leave; provided<\/em>, however<\/em>, if the
\nParticipant does not return to active work within six months after the
\ncommencement of such leave, the Participant shall not be entitled to any payment
\nunder the Plan; or<\/p>\n

(b) Statutory Leave, the Participant’s Award will be treated as if the
\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 the Participant
\ndoes not return to active work within six months after the commencement of such
\nStatutory Leave, the Participant shall not be entitled to any payment under the
\nPlan. Notwithstanding the foregoing, if, prior to May 17, 2014 and at a time
\nthat the Participant is on a Bona Fide Leave, an Acceleration Event occurs with
\nrespect to the Participant, the Participant shall be entitled to payments, if
\nany, under the Plan in accordance with Section 5.02 of the Plan, as modified by
\nthis Agreement.<\/p>\n

Section 11. Acceptance and Agreement by Participant.<\/em> The Participant
\nhereby accepts the Award and agrees to be bound by the terms, conditions and
\nrestrictions of the Award as set forth in the Plan, as modified by this
\nAgreement, and the Committee’s policies, as in effect from time to time,
\nrelating to the administration of the Plan. The Participant understands that the
\nAward and any other incentive awards that may be granted are entirely
\ndiscretionary and that the Participant has no right to receive the Award or any
\nfuture incentive awards.<\/p>\n

Section 12. Entire Agreement; Etc.<\/em> The Plan and this Agreement
\nconstitute the entire understanding between the Company and the Participant
\nregarding the Award and supersede all previous written, oral or implied
\nunderstandings between the parties, including without limitation the Prior Award
\nAgreement, about the subject matter hereof election form or other communication
\nto, from or between the Participant and the Company or any Affiliated Employer.
\nExcept as specifically amended or modified herein, all provisions of the Plan
\nremain in full force and effect. In the event of a conflict between the terms of
\nthis Agreement and the Plan, the terms of this Agreement shall control.<\/p>\n

Section 13. Disclosure Regarding Use of Personal Information and the
\nParticipant’s Consent.<\/em><\/p>\n

(a) Definition and Use of “Personal Information”.<\/em> In connection with
\nthe grant of this Award, and any other award under any other incentive award
\nprogram, and the implementation and administration of any such program,
\nincluding, without limitation, the Participant’s actual participation, or
\nconsideration by the Company for potential future participation, in any program
\nat any time, it is or may become necessary for the Company to collect, transfer,
\nuse and hold certain personal information regarding the Participant in and\/or
\noutside of the Participant’s home country.<\/p>\n

The “personal information” that the Company may collect, process, store and
\ntransfer for the purposes outlined above may include the Participant’s name,
\nnationality, citizenship, tax or other residency status, work authorization,
\ndate of birth, age, government\/tax identification number, passport number,
\nbrokerage account information, GEID or other internal identifying information,
\nhome address, work address, job and location history, compensation and equity
\nand incentive award information and history, business unit, employing entity and
\nthe Participant’s beneficiaries and contact information. The Participant may
\nobtain more details regarding the access and use of his personal information,
\nand may<\/p>\n

3<\/p>\n

\n

correct or update such information, by contacting his human resources
\nrepresentative or local equity and incentive award 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 incentive award programs, or in connection with tax or other governmental
\nand regulatory compliance activities directly or indirectly related to an equity
\nor incentive award program. For such purposes only, personal information may be
\nused by third parties retained by the Company to assist with the administration
\nand compliance activities of its equity and incentive award programs, and may be
\ntransferred by the company that employs (or any company that has employed) the
\nParticipant from the Participant’s home country to other Citigroup entities and
\nthird parties located in the United States and in other countries. Specifically,
\nthose parties that may have access to the Participant’s information for the
\npurposes described herein include, but are not limited to, (i) human resources
\npersonnel responsible for administering the equity and incentive award programs,
\nincluding local and regional equity and incentive award coordinators, and global
\ncoordinators located in the United States; (ii) the Participant’s U.S. broker
\nand equity account administrator and trade facilitator; (iii) the Participant’s
\nU.S., regional and local employing entity and business unit management,
\nincluding the Participant’s supervisor and his superiors; (iv) the Committee or
\nits designee, which is responsible for administering the Plan; (v) the Company’s
\ntechnology systems support team (but only to the extent necessary to maintain
\nthe proper operation of electronic information systems that support the equity
\nand incentive award programs); and (vi) internal and external legal, tax and
\naccounting advisors (but only to the extent necessary for them to advise the
\nCompany on compliance and other issues affecting the equity and incentive award
\nprograms in their respective fields of expertise). At all times, Company
\npersonnel and third parties will be obligated to maintain the confidentiality of
\nthe Participant’s personal information except to the extent the Company is
\nrequired to provide such information to governmental agencies or other parties.
\nSuch action will always be undertaken only in accordance with applicable law.\n<\/p>\n

(b) Participant’s Consent.<\/em> BY ACCEPTING THIS AWARD, THE PARTICIPANT
\nEXPLICITLY CONSENTS (I) TO THE USE OF THE PARTICIPANT’S PERSONAL INFORMATION FOR
\nTHE PURPOSE OF BEING CONSIDERED FOR PARTICIPATION IN FUTURE EQUITY, INCENTIVE OR
\nOTHER AWARD PROGRAMS (TO THE EXTENT HE OR SHE IS ELIGIBLE UNDER APPLICABLE
\nPROGRAM GUIDELINES, AND WITHOUT ANY GUARANTEE THAT ANY AWARD WILL BE MADE); AND
\n(II) TO THE USE, TRANSFER, PROCESSING AND STORAGE, ELECTRONICALLY OR OTHERWISE,
\nOF HIS 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, INCENTIVE
\nOR OTHER AWARD, AS DESCRIBED ABOVE.<\/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<\/p>\n<\/td>\n<\/tr>\n

<\/p>\n

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

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

\/s\/ PAUL MCKINNON<\/p>\n

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

\/s\/ VIKRAM S. PANDIT<\/p>\n

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

Paul McKinnon
\nHead of Human Resources
\nMay 17, 2011<\/p>\n<\/td>\n

<\/td>\n\n

Name: Vikram S. Pandit<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

4<\/p>\n

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