{"id":39898,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/executive-option-grant-agreement-citigroup.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-option-grant-agreement-citigroup","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-option-grant-agreement-citigroup.html","title":{"rendered":"Executive Option Grant Agreement – Citigroup"},"content":{"rendered":"

Citigroup Inc.
\nExecutive Option Grant 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 Executive Option Grant Agreement, including the attached
\nAppendix (together, the “Agreement<\/em>“), and are summarized, along with
\nadditional information, in the Executive Option Grant prospectus dated
\nMay 17, 2011<\/strong>, and any applicable prospectus supplements (together, the
\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. Executive Option Grant Summary*<\/strong><\/p>\n\n\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

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

<\/p>\n

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

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

500,000<\/p>\n<\/td>\n<\/tr>\n

<\/p>\n

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

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

$41.54 per share, as to 300,000 shares<\/p>\n<\/td>\n<\/tr>\n

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

$52.50 per share, as to 100,000 shares<\/p>\n<\/td>\n<\/tr>\n

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

$60.00 per share, as to 100,000 shares<\/p>\n<\/td>\n<\/tr>\n

<\/p>\n

Vesting Dates (1<\/sup>\/3 of the number of shares subject to each grant
\nprice will vest on each vesting date):<\/p>\n<\/td>\n

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

May 17, 2012<\/p>\n<\/td>\n<\/tr>\n

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

May 17, 2013<\/p>\n<\/td>\n<\/tr>\n

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

May 17, 2014<\/p>\n<\/td>\n<\/tr>\n

<\/p>\n

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

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

May 17, 2021<\/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.
\nEXECUTIVE OPTION GRANT AGREEMENT
\nAPPENDIX <\/strong><\/p>\n

This Appendix constitutes part of the Executive Option Grant Agreement (the
\n“Agreement<\/em>“) and is applicable to the stock option
\naward<\/strong> summarized on the first page of this Agreement. This Appendix is
\npart of the Agreement and sets forth the terms and conditions and other
\ninformation applicable to the non-qualified stock option (the
\n“Option<\/em>“), granted to Participant, as described in the Award Summary on
\npage 1. All Options are denominated in shares of Citigroup common stock, par
\nvalue $.01 per share (referred to herein as “shares<\/em>” or “Citigroup
\nstock<\/em>“). The “Company<\/em>“, for purposes of this Agreement, shall mean
\nCitigroup and its subsidiaries.<\/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 prospectus dated May 17, 2011<\/strong> and any applicable
\nprospectus supplement (together, the “Prospectus<\/em>“). The terms,
\nconditions, and restrictions of the Option include, but are not limited to,
\nprovisions relating to amendment, vesting, and cancellation of the Option,
\nrestrictions on the transfer of the Option, and additional restrictions as
\nfurther described below.<\/p>\n

By accepting the Option, Participant acknowledges that he has read
\nand understands the Prospectus and the terms and conditions set forth in this
\nAppendix. Participant understands that this Option and all other incentive
\nawards granted by the Company are entirely discretionary and that no right to
\nreceive the Option, or any incentive award, exists absent a prior written
\nagreement to the contrary.<\/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 Executive Option Grant Summary, or at such earlier times as provided for
\nupon the occurrence of events described in Section 4. Any fractional shares
\nresulting from the application of the vesting schedule set forth in the
\nExecutive Option Grant Summary will be sold upon option exercise and used to
\nsatisfy tax withholding obligations. Vesting in each case is subject to receipt
\nof the information necessary to make any required tax payments and confirmation
\nby Citigroup that all conditions to vesting have been satisfied.<\/p>\n

2<\/p>\n

\n

Vesting is conditioned on Participant’s continuous employment with the
\nCompany up to and including the scheduled vesting date, unless otherwise
\nprovided below.<\/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
\nExecutive Option Grant Summary). Such notice shall be given in the manner
\nprescribed by Citigroup and shall specify the date and method of exercise and
\nthe number of Option shares that are being exercised. The currently available
\noption exercise methods, which are subject to change at any time, are described
\nin the Prospectus. All stock option exercises will be processed in accordance
\nwith the Citigroup Equity Compensation administrative procedures and deadlines
\nthen in effect. If Participant uses a broker-assisted exercise method that may
\nbe available 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 Executive
\nOption Grant Summary (the “Option expiration date<\/em>“). The
\nCompany is not obligated to notify a Participant (or his estate or personal
\nrepresentatives) that an Option is nearing expiration.<\/strong><\/p>\n

4. Termination of Employment and Exercise Rights.<\/strong> The
\nvesting of the Option shares is conditioned upon Participant’s continuous
\nemployment with the Company and\/or subject to other conditions, as provided
\nbelow.<\/p>\n

(a) Termination of Employment Generally.<\/strong> If Participant
\nvoluntarily terminates his employment with the Company, of if the Company
\nterminates Participant’s employment other than in the circumstances described in
\nSection 4(f) below, vesting of Option shares will cease and all unvested Option
\nshares will be canceled on the date Participant’s employment is so terminated,
\nand Participant may exercise vested Option shares until the Option expiration
\ndate.<\/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, subject to all
\nother provisions of this Agreement, during the first six months of an approved
\npersonal leave of absence, provided that Participant’s leave of absence was
\napproved by the Committee 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

3<\/p>\n

\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.<\/p>\n

(d) Statutory Leave of Absence.<\/strong> Unvested Option shares will
\ncontinue to vest on schedule, subject to all other provisions of this Agreement,
\nduring 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

(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 Participant’s
\nright to exercise vested Option shares will cease on the date Participant’s
\nemployment is so terminated; all unvested and unexercised Option shares will be
\ncanceled as of date Participant’s employment is terminated, and Participant
\nshall have no further rights of any kind with respect to the Option. For
\npurposes of this Agreement, “Gross Misconduct<\/em>” means any conduct that
\n(i) is in competition with the Company’s business operations, (ii) breaches any
\nobligation that Participant owes to the Company or Participant’s duty of loyalty
\nto the Company, (iii) is materially injurious to the Company or (iv) is
\notherwise determined by the Personnel and Compensation Committee of the
\nCitigroup Board of Directors (the “Committee<\/em>“), in its sole discretion,
\nto constitute gross misconduct.<\/p>\n

(g) Clawback.<\/strong> Any unvested shares subject to the Option,
\nany vested but unexercised Option shares, and any Incremental Shares (as defined
\nin Section 4(h) below) will be canceled, forfeited, or subject to recovery if
\nthe Committee determines that (i) 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, (ii) Participant knowingly engaged in
\nproviding inaccurate information (including knowingly failing to timely correct
\ninaccurate information) relating to financial statements or performance metrics,
\n(iii) 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, or (iv)
\nthe Participant’s employment is terminated for Gross Misconduct.<\/p>\n

(h) One-Year Transfer Restriction on Incremental Shares from
\nExercises before May 17, 2016.<\/strong> If Participant exercises any Option
\nshares before the fifth anniversary of the grant date (May 17, 2016), the shares
\nissued after covering the option cost (equal to the grant price, as set forth in
\nthe Executive Option Grant Summary, times the number of option shares
\nexercised), applicable taxes, and any brokerage commission and fees
\n(“Incremental Shares<\/em>“) will be subject to a restriction on sale or
\ntransfer (the “Transfer Restriction<\/em>“) beginning on the exercise date
\nand ending one year thereafter. In the event of Participant’s death, the
\nTransfer Restriction will cease to apply and will not be imposed on any Option
\nshares that may be acquired by Participant’s estate in a future exercise of the
\nOption. Incremental Shares subject to the Transfer Restriction will also be
\nsubject to recovery by the Company through the application of the clawback set
\nforth in Section 4(g) of this Agreement.<\/p>\n

5. Non-Transferability.<\/strong> The Option and any Incremental
\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 Option 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<\/p>\n

4<\/p>\n

\n

<\/p>\n

divorce), 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
\ncancellation 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.<\/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. Participant will be eligible to receive dividends and will have voting
\nrights with respect to Incremental S 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,
\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 covered by this Agreement and any other prior or
\nfuture 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 Revenue Code
\nof 1986, as amended (the “Code<\/em>“), to the extent applicable, and with
\nrespect to Options intended to qualify as “performance-based compensation” under
\nSection 162(m) of the Code, such adjustments or substitutions shall be made only
\nto the extent that the Committee determines that such adjustments or
\nsubstitutions may be made without causing the Company to be denied a tax
\ndeduction on account of Section 162(m) of the Code. Citigroup shall give
\nParticipant notice of an adjustment hereunder and, upon notice, such adjustment
\nshall be conclusive and binding for all purposes. Notwithstanding the foregoing,
\nthe Committee may, in its discretion, decline to adjust any Option granted to
\nParticipant, if it determines that such adjustment would violate applicable law
\nor result in<\/p>\n

5<\/p>\n

\n

<\/p>\n

adverse tax consequences to Participant or the Company, and neither the
\nCommittee nor Citigroup shall be bound to compensate Participant for any such
\nadjustment not made, nor shall they be liable to Participant for any additional
\npersonal tax or other consequences of any adjustments that are made to an
\nOption.<\/p>\n

11. Taxes and Tax Residency Status.<\/strong> By accepting the
\nOption, Participant agrees to pay all applicable income taxes and file all
\nrequired tax returns in all jurisdictions where Participant is subject to tax
\nand\/or an income tax filing requirement. To the extent the Company is required
\nto withhold tax in any jurisdiction upon the vesting or exercise of an Option,
\nParticipant acknowledges that Citigroup may (but is not required to) provide
\nParticipant alternative methods of paying the Company the minimum amount due to
\nthe appropriate tax authorities, as determined by the Company. If no choice is
\noffered or if Participant does not make a timely election from among the choices
\noffered, the Company will withhold a sufficient number of shares from the vested
\nshares that are distributable to Participant to fund only the minimum amount of
\ntax that is required to be withheld. The number of shares to be withheld will be
\nbased on the fair market value of the shares on the applicable 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 Option grant until the later of the date of its
\nlast exercise or the subsequent sale of any shares upon any exercise of the
\nOption. By accepting the Option, Participant also agrees to provide, upon
\nrequest, information about his tax residency status to Citigroup during such
\nperiod. 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 at any time, except that no
\ntermination, suspension, modification or amendment of the Option shall (i) cause
\nthe Option to become subject to, or violate, Section 409A of the Code, or (ii)
\nexcept as provided in Section 14 of this Agreement or Section 21 of the Plan,
\nadversely affect Participant’s rights with respect to the Option, as determined
\nby the Committee, without Participant’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 modification, limitations, adjustments or clawback provisions
\napplicable to Participant to the extent required under any policy implemented at
\nany time by the Company in its discretion to (i) comply with any 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
\nany U.S. or non-U.S. governmental agency or authority, (ii) comply with the
\nlisting requirements of any stock exchange on which the Company’s common stock
\nis traded or (iii) comply with or enable the Company to qualify for any
\ngovernment loan, subsidy, investment or other program.<\/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 the
\nOption shall be<\/p>\n

6<\/p>\n

\n

<\/p>\n

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 Option.<\/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 the Option, 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 and other issues
\naffecting the equity award programs in their respective fields of expertise). At
\nall times, Company personnel and third parties will be obligated to maintain the
\nconfidentiality of Participant’s personal information except to the extent the
\nCompany is required to provide such information to governmental agencies or
\nother parties. Such action will always be undertaken only in accordance with
\napplicable 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,\n<\/p>\n

7<\/p>\n

\n

<\/p>\n

TRANSFER, PROCESSING AND STORAGE, ELECTRONICALLY OR OTHERWISE, OF HIS
\nPERSONAL INFORMATION, AS SUCH USE HAS OCCURRED TO DATE, AND AS SUCH USE MAY
\nOCCUR IN THE FUTURE, IN CONNECTION WITH THIS OR ANY OTHER EQUITY AWARD, AS
\nDESCRIBED ABOVE.<\/p>\n

***<\/p>\n

8<\/p>\n

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