{"id":39773,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/equity-award-agreement-citigroup.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"equity-award-agreement-citigroup","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/equity-award-agreement-citigroup.html","title":{"rendered":"Equity Award Agreement – Citigroup"},"content":{"rendered":"

Citigroup Inc.
\nEquity Award Agreement <\/strong><\/p>\n

1. Award Agreement<\/strong>. Citigroup Inc. (“Citigroup<\/em>“)
\nhereby grants to Vikram Pandit (“Participant<\/em>“), the award summarized
\nbelow, pursuant to the Citigroup 2009 Stock Incentive Plan, as amended and
\nrestated effective April 21, 2011, and as it may be further amended from time to
\ntime (the “Plan<\/em>“). The terms, conditions and restrictions of your award
\nare contained in this Equity Award Agreement, including the attached Appendix
\n(together, the “Agreement<\/em>“), and are summarized, along with additional
\ninformation, in the Citigroup Deferred Stock Award prospectus dated May
\n17, 2011<\/strong>, and any applicable prospectus supplements (together, a
\n“Prospectus<\/em>“). For the award to be effective, you must accept below,
\nacknowledging that you have received and read the Prospectus and this Agreement,
\nincluding the Appendix.<\/p>\n

2. Citigroup Deferred Stock Award Summary*<\/strong><\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

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

<\/td>\n\n

May 17, 2011<\/p>\n<\/td>\n<\/tr>\n

<\/p>\n

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

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

240,732<\/p>\n<\/td>\n<\/tr>\n

<\/p>\n

Scheduled Vesting Dates (one-third each vesting date, subject to satisfaction
\nof specified performance objectives):<\/p>\n<\/td>\n

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

December 31, 2013<\/p>\n<\/td>\n<\/tr>\n

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

December 31, 2014<\/p>\n<\/td>\n<\/tr>\n

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

December 31, 2015<\/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 Plan. I understand that
\nvesting is conditioned upon continuous employment with the Company, and that an
\nAward may be cancelled if there is a break in or termination of my employment
\nwith 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<\/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<\/p>\n<\/td>\n

<\/td>\n\n

Name: Vikram S. Pandit<\/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 modifications,
\nlimitations, adjustments or clawback provisions required under Company policy or
\nlegal, regulatory or governmental requirements, stock exchange listing
\nrequirements, or that are required to enable the Company to qualify for any
\ngovernment loan, subsidy, investment or other program.<\/p>\n

\n

CITIGROUP INC.
\nEQUITY AWARD AGREEMENT
\nAPPENDIX <\/strong><\/p>\n

This Appendix constitutes part of the Equity Award Agreement (the
\n“Agreement<\/em>“) and is applicable to the deferred stock award (the
\n“Award<\/em>“) summarized on the first page of this Agreement. This Appendix
\nis part of the Agreement and sets forth the terms and conditions and other
\ninformation applicable to the Award. The Award is denominated in shares of
\nCitigroup common stock, par value $.01 per share (referred to herein as
\n“shares<\/em>” or “Citigroup stock<\/em>“). The “Company<\/em>“, for
\npurposes of this Agreement, shall mean Citigroup and its subsidiaries.<\/p>\n

1. Terms and Conditions.<\/strong> The terms, conditions, and
\nrestrictions of the Award are set forth below. Certain of these provisions,
\nalong with other important information, are summarized in the Citigroup
\nDeferred Stock Award prospectus dated May 17, 2011<\/strong>, and any applicable
\nprospectus supplement (together, the “Prospectus<\/em>“). The terms,
\nconditions, and restrictions of the Award include, but are not limited to,
\nprovisions relating to amendment, vesting, and cancellation of the Award,
\nrestrictions on the transfer of Awards, and additional restrictions as further
\ndescribed below.<\/p>\n

By accepting an Award, Participant acknowledges that he has read and
\nunderstands the Prospectus and the terms and conditions set forth in this
\nAppendix. Participant understands that this Award and all other incentive awards
\ngranted by the Company are entirely discretionary and that no right to receive
\nthe Award, or any incentive award, exists absent a prior written agreement to
\nthe contrary.<\/strong><\/p>\n

Participant understands that the value that may be realized from an
\nAward, if any, is contingent and depends on the future market price of Citigroup
\nstock, among other factors, and that because equity awards are discretionary and
\nintended to promote employee retention and stock ownership and to align
\nemployees’ interests with those of stockholders, equity awards are subject to
\nvesting conditions and will be canceled if such conditions are not
\nsatisfied.<\/strong><\/p>\n

Any monetary value assigned to an Award in any communication
\nregarding the Award 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 Award 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 an Award 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, shares
\nunderlying the Award will vest on the vesting dates set forth in the Stock Award
\nSummary (the “Scheduled Vesting Dates<\/em>“), or at such earlier times as
\nprovided for upon the occurrence of events described in Section 4. The value of
\nany fractional shares resulting from the application of the vesting schedule set
\nforth in the Stock Award Summary will be applied to Participant’s tax
\nwithholding obligations at the time of vesting. Vesting in each case is subject
\nto receipt of the information necessary to make required any tax payments and
\nconfirmation by Citigroup that all conditions to vesting have been satisfied.\n<\/p>\n

2<\/p>\n

\n

Vesting of each tranche of the Award is conditioned on Participant’s
\ncontinuous employment with the Company up to and including the Scheduled Vesting
\nDate, unless otherwise provided below. In addition, vesting will occur only if
\nthe Personnel and Compensation Committee of the Citigroup Inc. Board of
\nDirectors (the “Committee<\/em>“) determines prior to the applicable
\nScheduled Vesting Date that Participant has satisfied objectives established by
\nthe Committee in its discretion in following three areas:<\/p>\n

(1) regulatory considerations (such as capital levels and ratios and the
\nresults of Company-wide risk management efforts);<\/p>\n

(2) an organizational culture focused on responsible finance, conducting
\nbusiness with integrity and serving the Company’s customers (measured through
\nperformance metrics such as opinion surveys); and<\/p>\n

(3) talent development (such as the quality of succession and development
\nplans across a broad group of senior managers).<\/p>\n

Before each Scheduled Vesting Date, the Committee will determine whether to
\nvest the applicable tranche in full or cause the tranche to be entirely
\nforfeited, based on Participant’s performance in meeting discretionary criteria
\nin these three areas. The Committee’s determination whether to vest the
\napplicable tranche will be final and binding on Participant and all other
\npersons.<\/p>\n

3. Delivery of Vested Shares; Transfer Restriction.<\/strong> Vested
\nshares shall be distributed as soon as practicable after the date of vesting,
\nbut no later than March 15 of the year following the calendar year in which the
\ndate of vesting occurs. The Company shall deduct required tax withholdings from
\nthe vested shares; thereafter the net after-tax shares will be delivered to the
\nCompany’s transfer agent and will be subject to a restriction on the sale or
\ntransfer of such shares (the “Transfer Restriction<\/em>“) that will lapse on
\nDecember 31, 2015. Shares subject to the Transfer Restriction shall remain
\nsubject to the clawback set forth in Section 4(f) hereof until the Transfer
\nRestriction lapses.<\/p>\n

4. Termination of Employment.<\/strong> The vesting of the Award is
\nconditioned upon Participant’s continuous employment with the Company and\/or
\nsubject to other conditions, as provided below. For all purposes related to the
\nAward, Participant’s employment shall be deemed terminated on the date of
\nParticipant’s “separation from service” from the Company within the meaning of
\nSection 409A of the Internal Revenue Code of 1986, as amended (the “Code”).
\nWhether a “separation from service” has occurred will be determined in
\naccordance with the definition of such term in Treas. Reg. \u00a7 1.409A-1(h), which,
\nunless provided otherwise by such definition (or elsewhere in this Agreement in
\na manner that does not conflict with such definition) shall be as of
\nParticipant’s last day of active service with the Company. Additionally, in each
\ncase, whether a termination of employment or a “separation from service” has
\noccurred will be determined without regard to any entitlement to notice, payment
\nin lieu of notice, severance pay, termination pay, pension payment, or the
\nequivalent that may be provided by any other plan, contract, or law.<\/p>\n

If Participant’s continuous employment with the Company terminates or is
\ninterrupted for any reason not stated below, unvested shares will be canceled
\nand Participant shall have no further rights of any kind with respect to
\nunvested shares If Participant’s continuous employment with the Company
\nterminates or is interrupted for a reason stated below, Participant’s rights
\nwith respect to the Award will be affected as provided below. In all cases,
\nincluding those described below, vested shares shall remain subject to the
\nTransfer Restriction as set forth in Section 3.<\/p>\n

(a) Disability.<\/strong> Subject to the other terms and conditions
\nof the Award, shares subject to the Award will be eligible to vest during
\nParticipant’s approved disability leave pursuant to a Company disability policy,
\nand after a termination of Participant’s employment on account of Participant’s
\ndisability the unvested shares subject to the Award will be eligible to vest no
\nlater than the end of the calendar year of Participant’s death, subject to the
\ndiscretion of the Committee.<\/p>\n

3<\/p>\n

\n

(b) Approved Personal Leave of Absence (Non-Statutory
\nLeave).<\/strong> Subject to the other terms and conditions of the Award, shares
\nsubject to the Award will be eligible to vest during the first six months of an
\napproved personal leave of absence, provided that Participant’s leave of absence
\nwas approved by the Committee in accordance with the leave of absence policies
\napplicable to Participant (an “approved personal leave of absence<\/em>“). If
\nParticipant’s employment terminates for any reason specified elsewhere in this
\nSection 4 during the first six months of an approved personal leave of absence,
\nthe Award will be treated as described in the applicable provision of this
\nSection 4.<\/p>\n

(c) Statutory Leave of Absence.<\/strong> Subject to the other terms
\nand conditions of the Award, shares subject to the Award will be eligible to
\nvest during a leave of absence that is approved by the Committee, provided by
\napplicable law and is taken in accordance with such law and applicable Company
\npolicy (a “statutory leave of absence<\/em>“).<\/p>\n

(d) Death.<\/strong> If Participant’s employment terminates by reason
\nof Participant’s death, the unvested shares subject to the Award will be
\neligible to vest no later than the end of the calendar year of Participant’s
\ndeath, subject to the discretion of the Committee.<\/p>\n

(e) 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 Award shall cease, unvested
\nshares shall be cancelled, and shares subject to the Transfer Restriction will
\nbe canceled as of date Participant’s employment is terminated, and Participant
\nshall have no further rights of any kind with respect to the Award. For purposes
\nof this Agreement, “Gross Misconduct<\/em>” means any conduct that (i) is in
\ncompetition with the Company’s business operations, (ii) breaches any obligation
\nthat Participant owes to the Company or Participant’s duty of loyalty to the
\nCompany, (iii) is materially injurious to the Company or (iv) is otherwise
\ndetermined by the Personnel and Compensation Committee of the Citigroup Board of
\nDirectors (the “Committee<\/em>“), in its sole discretion, to constitute
\ngross misconduct.<\/p>\n

(f) Clawback.<\/strong> The unvested shares subject to the Award will
\nbe canceled or forfeited and vested shares subject to the Transfer Restriction
\nare subject to recovery by the Company if the Committee determines that (i)
\nParticipant received the Award based on materially inaccurate financial
\nstatements (which includes, but is not limited to, statements of earnings,
\nrevenues, or gains) or any other materially inaccurate performance metric
\ncriteria, (ii) Participant knowingly engaged in providing inaccurate information
\n(including knowingly failing to timely correct inaccurate information) relating
\nto financial statements or performance metrics, or (iii) Participant materially
\nviolated any risk limits established or revised by senior management, a business
\nhead and\/or risk management, or any balance sheet or working or regulatory
\ncapital guidance provided by a business head, or (iv) Participant’s employment
\nis terminated on account of Gross Misconduct.<\/p>\n

5. Non-Transferability.<\/strong> The Award, including any vested
\nshares subject to the Transfer Restriction, may not be sold, pledged,
\nhypothecated, assigned, margined or otherwise transferred, other than by will or
\nthe laws of descent and distribution, and no Award or interest or right therein
\nshall be subject to the debts, contracts or engagements of Participant or his
\nsuccessors in interest or shall be subject to disposition by transfer,
\nalienation, anticipation, pledge, encumbrance, assignment or any other means
\nwhether such disposition be voluntary or involuntary or by operation of law, by
\njudgment, lien, levy, attachment, garnishment or any other legal or equitable
\nproceedings (including bankruptcy or divorce), and any attempted disposition
\nthereof shall be null and void, of no effect, and not binding on the Company in
\nany way. Participant agrees that any purported transfer shall be null and void,
\nand shall constitute a breach of this Agreement causing damage to the Company
\nfor which the remedy shall be a cancellation of the Award. During Participant’s
\nlifetime, all rights with respect to the Award shall be exercisable only by
\nParticipant, and any and all payments in respect of the Award shall be to
\nParticipant only.<\/p>\n

4<\/p>\n

\n

6. Stockholder Rights.<\/strong> Participant shall have no rights as
\na stockholder of Citigroup over any shares subject to the Award, unless and
\nuntil Award shares vest. During the vesting period, Participant will not be
\nentitled to receive dividend equivalent payments in respect of shares subject to
\nthe Award. Participant will be eligible to receive dividends and will have
\nvoting rights with respect to vested shares that are subject to the Transfer
\nRestriction.<\/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
\nand consistent with Section 409A of the Code, retain for itself funds or
\nsecurities otherwise payable to Participant pursuant to this Award or any award
\nunder any equity award program administered by Citigroup to offset any amounts
\npaid by the Company to a third party pursuant to any award, judgment, or
\nsettlement of a complaint, arbitration, or lawsuit of which Participant was the
\nsubject; to satisfy any obligation or debt that Participant owes the Company or
\nits affiliates; or in the event any equity award is canceled pursuant to its
\nterms. The Company may not retain such funds or securities and set off such
\nobligations or liabilities, as described above, until such time as they would
\notherwise be distributable to Participant in accordance with the applicable
\naward 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 Award and any other prior or future incentive award or
\nprogram made or offered by Citigroup or its predecessors or successors.
\nElectronic delivery of a document to Participant may be via a Company e-mail
\nsystem or by reference to a location on a Company intranet or secure internet
\nsite to which Participant has access.<\/p>\n

9. Plan Administration.<\/strong> The Award described in this
\nAgreement has been granted subject to the terms of the Plan, and the shares
\ndeliverable to Participant in connection with an Award will be from the shares
\navailable 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
\nAward. All such adjustments shall conform to the requirements of Section 409A of
\nthe Code, to the extent applicable, and with respect to Awards intended to
\nqualify as “performance-based compensation” under Section 162(m) of the Code,
\nsuch adjustments or substitutions shall be made only to the extent that the
\nCommittee determines that such adjustments or substitutions may be made without
\ncausing the Company to be denied a tax deduction on account of Section 162(m) of
\nthe Code. Citigroup shall give each Participant notice of an adjustment
\nhereunder and, upon notice, such adjustment shall be conclusive and binding for
\nall purposes. Notwithstanding the foregoing, the Committee may, in its
\ndiscretion, decline to adjust any Award made to a Participant, if it determines
\nthat such adjustment would violate applicable law or result in adverse tax
\nconsequences to 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 Award.<\/p>\n

11. Taxes and Tax Residency Status.<\/strong> By accepting the Award,
\nParticipant agrees to pay all applicable income and\/or social taxes and file all
\nrequired tax returns in all jurisdictions where<\/p>\n

5<\/p>\n

\n

<\/p>\n

Participant is subject to tax and\/or an income tax filing requirement. To the
\nextent the Company is required to withhold tax in any jurisdiction upon the
\nvesting of an Award, Participant acknowledges that Citigroup may (but is not
\nrequired to) provide Participant alternative methods of paying the Company the
\nminimum amount due to the appropriate tax authorities, as determined by the
\nCompany. If no choice is offered at or prior to the time of vesting, or if
\nParticipant does not make a timely election from among the choices offered, the
\nCompany will withhold a sufficient number of shares from the vested shares that
\nare distributable to Participant to fund only the minimum amount of tax that is
\nrequired to be withheld. The number of shares to be withheld will be based on
\nthe fair market value of the shares on the applicable vesting date, as
\ndetermined by the Company. To assist Citigroup in achieving full compliance with
\nits obligations under the laws of all relevant taxing jurisdictions, Participant
\nagrees to keep complete and accurate records of his income tax residency status
\nand the number and location of workdays outside his country of income tax
\nresidency from the date of an Award until the vesting of an Award and the
\nsubsequent sale of any shares received in connection with an Award. By accepting
\nthe Award, Participant also agrees to provide, upon request, information about
\nhis tax residency status to Citigroup during such period. Participant will be
\nresponsible for any income tax due, including penalties and interest, arising
\nfrom any misstatement by Participant regarding such information.<\/p>\n

12. Entire Agreement; No Right to Employment.<\/strong> The
\nProspectus and this Agreement constitute the entire understanding between the
\nCompany and Participant regarding the Award 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, or in any Prospectus shall confer upon
\nParticipant any rights to continued employment or employment in any particular
\nposition, at any specific rate of compensation, or for any particular period of
\ntime.<\/p>\n

13. Amendment.<\/strong> The Committee may, in its sole discretion,
\nmodify, amend, terminate or suspend the Award at any time, except that no
\ntermination, suspension, modification or amendment of the Award shall (i) cause
\nthe Award to become subject to, or violate, Sections 409A and 457A of the Code,
\nor (ii) except as provided in Section 14(a) or 15 of this Agreement or Section
\n21 of the Plan, adversely affect Participant’s rights with respect to the Award,
\nas determined by the Committee, without Participant’s written consent.<\/p>\n

14. Section 409A.<\/strong><\/p>\n

(a) Participant understands that as a result of Section 409A of the Code, if
\nParticipant is a U.S. taxpayer he could be subject to adverse tax consequences
\nif the Award and\/or the Plan are not administered in accordance with the
\nrequirements of Section 409A of the Code. Citigroup may modify or amend the
\nprovisions of the Award and\/or the Plan, as necessary, to conform them to the
\nrequirements of Section 409A, Section 457A, or other changes in applicable law.\n<\/p>\n

(b) Notwithstanding any provision of this Agreement to the contrary, in the
\ncase of a deferred stock award that is subject to Section 409A of the Code, any
\ndistribution of shares otherwise provided by the terms of this Agreement to
\noccur upon any event that would constitute a “separation from service” (within
\nthe meaning of Section 409A of the Code) to a Participant who is a “specified
\nemployee” (within the meaning of Treas. Reg. \u00a7 1.409A-1(i)(1)) at the time of
\nsuch Participant’s “separation from service,” shall not be made until the date
\nwhich is six months from such “separation from service,” or, if earlier, the
\ndate of Participant’s death; and during such six-month deferral period,
\nParticipant shall not be entitled to interest, dividends, dividend equivalents,
\nor any compensation for any loss in market value or otherwise which occurs with
\nrespect to the Award during such deferral period.<\/p>\n

15. Compliance with Regulatory Requirements.<\/strong>
\nNotwithstanding any provision of this Agreement to the contrary, the Award will
\nbe subject to any modifications, limitations, adjustments or<\/p>\n

6<\/p>\n

\n

clawback provisions applicable to Participant to the extent required under
\nany policy implemented at any time by the Company in its discretion to (i)
\ncomply with any legal, regulatory or governmental requirements, directions,
\nsupervisory comments, guidance or promulgations specifically including but not
\nlimited to guidance on remuneration practices or sound incentive compensation
\npractices promulgated by any U.S. or non-U.S. governmental agency or authority,
\n(ii) comply with the listing requirements of any stock exchange on which the
\nCompany’s common stock is traded or (iii) comply with or enable the Company to
\nqualify for any government loan, subsidy, investment or other program.<\/p>\n

16. Arbitration; Conflict; Governing Law.<\/strong> Any disputes
\nrelated to the Award 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 Award
\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
\nof the 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 Award.<\/p>\n

17. 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 the Award, and any other award under any equity
\naward program of the Company, and the implementation and administration of any
\nsuch program, including, without limitation, Participant’s actual participation,
\nor consideration by the Company for potential future participation, in any
\nprogram at any time, it is or may become necessary for the Company to
\ncollect, transfer, use, and hold certain personal information regarding
\nParticipant 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 personal information,
\nand may correct or update such information, by contacting his human resources
\nrepresentative 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; (iv) the Committee or its designee, which is responsible for
\nadministering the Plan; (v) Citigroup’s technology systems support team (but
\nonly to the extent necessary to maintain the proper operation of electronic
\ninformation systems that support the equity award programs); and (vi) internal
\nand external legal, tax and accounting advisors (but only to the extent
\nnecessary for them to advise the Company on compliance<\/p>\n

7<\/p>\n

\n

<\/p>\n

and other issues affecting the equity award programs in their respective
\nfields of expertise). At all times, Company personnel and third parties will be
\nobligated to maintain the confidentiality of Participant’s personal information
\nexcept to the extent the Company is required to provide such information to
\ngovernmental agencies or other parties. Such action will always be undertaken
\nonly in accordance with applicable law.<\/p>\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 IS ELIGIBLE UNDER APPLICABLE PROGRAM GUIDELINES,
\nAND WITHOUT ANY GUARANTEE THAT ANY AWARD WILL BE MADE); AND (II) TO THE USE,
\nTRANSFER, PROCESSING AND STORAGE, ELECTRONICALLY OR OTHERWISE, OF HIS PERSONAL
\nINFORMATION, AS SUCH USE HAS OCCURRED TO DATE, AND AS SUCH USE MAY OCCUR IN THE
\nFUTURE, IN CONNECTION WITH THIS OR ANY OTHER EQUITY AWARD, AS DESCRIBED ABOVE.\n<\/p>\n

***<\/p>\n

8<\/p>\n

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