Exhibit 10.52CITIGROUP INC. 2010 KEY RISK EMPLOYEE PLAN PURPOSE

 

 

     The purpose of the Plan is to (i) incentivize key risk employees to contribute to the Company’s long-term profitability by ensuring that the Company’s risk profile is properly aligned with its long-term strategies, objectives and risk appetite, thereby aligning its interests with those of the Company’s shareholders and other stakeholders, (ii) attract and retain key risk employees by providing a competitive compensation opportunity that is consistent with the Company’s policies with respect to the remuneration of risk personnel and (iii) reward key risk employees for their efforts to ensure that the Company maintains appropriate risk policies and procedures that will assist the Company in managing risk in accordance with applicable regulatory requirements.

 

 

 

     Except as otherwise defined in a Participant’s Award Agreement, as used in the Plan and the Award Agreements, the following terms have the following meanings:

 

     “Acceleration Event” means, as applicable, (i) termination of a Participant’s employment with the Company and the Affiliated Employers due to such Participant’s death, Disability or Qualifying Termination or (ii) the occurrence of a Qualifying Transaction with respect to the Affiliated Employer that employs a Participant.

 

     “Account” means a bookkeeping account maintained on the books and records of the Company to record the value of a Participant’s Award under the Plan and is established only for such purposes and not to segregate assets or to identify assets that may be used to make payments hereunder.

 

     “Account Balance” means the amount reflected on the books and records of the Company as the value of a Participant’s Account at any date of determination, as determined in accordance with the Plan.

 

     “Affiliated Employer” means any company or other entity that is related to the Company as a member of a controlled group of corporations in accordance with Treasury Regulation Section 1.409A-1(h)(3).

 

     “Award” means a Participant’s opportunity to receive a payment under the Plan in an amount determined by the Committee in its discretion.

 

     “Award Date” means the date on which the Committee grants an Award with respect to a Participant.

 

     “Award Agreement” means a written or electronic document setting forth individualized information relating to a Participant’s Award under the Plan. The Committee may require a Participant to sign an Award Agreement as a condition to participation in the Plan.

 

     “Bona Fide Leave” means a “bona fide leave of absence” from the Company and the Affiliated Employers as defined in Treasury Regulation Section 1.409A-1(h)(1)(i).

 

     “Code” means the Internal Revenue Code of 1986, as amended.

 

     “Company” means Citigroup Inc., a Delaware corporation.

 

     “Committee” means the Personnel and Compensation Committee of the Company’s Board of Directors.

 

     “Disability” means, with respect to a Participant who is (i) a U.S. taxpayer, that such Participant has been determined to be totally disabled by the Social Security Administration, or (ii) not a U.S. taxpayer, that such Participant (A) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (B) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 month s, is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Affiliated Employer that employs such Participant.

 

          “Gross Misconduct” means a Participant’s engaging in any conduct that (i) is in competition with the business operations of the Company or any Affiliated Employer, (ii) breaches any obligation that such Participant owes to the Company or any Affiliated Employer or such Participant’s duty of loyalty to the Company or any Affiliated Employer, (iii) is materially injurious to the Company or any Affiliated Employer, monetarily or otherwise, or (iv) is otherwise determined by the Committee, in its sole discretion, to constitute Gross Misconduct.

 

     “Involuntary Retirement” means the termination of a Participant’s employment with the Company and the Affiliated Employers by the Company or any Affiliated Employer (other than due to such Participant’s Gross Misconduct, death or Disability) on or following the later of January 1, 2011 and the date on which such Participant is at least age 65 and the sum of such Participant’s age and full completed years of service with the Company and the Affiliated Employers equals at least 75.

 

     “Notional Interest Rate” means the 90-day, U.S. dollar-based London Interbank Offered Rate (LIBOR), compounded on a monthly basis.

 

     “Personal Leave” means a Bona Fide Leave that is a personal leave of absence that is approved by management of a Participant’s business unit in accordance with the leave of absence policies applicable to such Participant.

 

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     “Plan” means this 2010 Citigroup Inc. Key Risk Employee Plan, as amended from time to time.

 

     “Qualifying Termination” means the termination of a Participant’s employment with the Company and the Affiliated Employers by the Company or any Affiliated Employer (other than due to such Participant’s Gross Misconduct, death, Disability or Involuntary Retirement) in connection with (i) a sale or other disposition of assets comprising the business unit to which such Participant provides substantial services or (ii) the transfer to an external service provider of such Participant’s job function in connection with the Company’s or such Affiliated Employer’s entering into a services agreement with such external service provider; provided, however, such termination shall not constitute a Qualifying Termination if it occurs following such Participant’s rejection of an employment opportunity with the acquirer of such assets or such external service provider, as applicable, on terms that the Company determines are comparable to the terms of such Participant’s employment with the Company and the Affiliated Employers. For the avoidance of doubt, if a Participant’s employment with the Company and the Affiliated Employers terminates under the circumstances described in clause (i) or (ii) (other than due to such Participant’s Gross Misconduct, death or Disability) on or following the later of January 1, 2011 and the date on which such Participant is at least age 65 and the sum of such Participant’s age and full completed years of service with the Company and the Affiliated Employers equals at least 75, such termination shall constitute an Involuntary Retirement and shall not constitute a Qualifying Termination.

 

     “Qualifying Transaction” with respect to a Participant who is employed by any Affiliated Employer means the Company’s ceasing to control or own a significant equity interest in such Affiliated Employer due to the sale or other disposition of the stock or other equity interest of such Affiliated Employer; provided, however, if such Participant is a U.S. taxpayer, such sale or disposition shall not constitute a Qualifying Transaction unless such sale or disposition also constitutes a “change in control event” as defined in Section 409A of the Code and the regulations thereunder.

 

     “Retirement” means an Involuntary Retirement or a Voluntary Retirement, as applicable.

 

     “Significant Competitor” means any company or other entity that is designated by the Committee as a significant competitor of the Company or any Affiliated Employer and that is included on a list of significant competitors for purposes of the Company’s Capital Accumulation Program that will be made available to the Participants, as the same may be updated by the Committee from time to time. If a Participant’s employment with the Company and the Affiliated Employers has terminated, a “Significant Competitor” means a company or other entity included on such list as in effect at the time of such termination.

 

     “Statutory Leave” means a Bona Fide Leave that is approved by management of a Participant’s business unit, is provided by applicable law and is taken in accordance with such law and applicable Company policy.

 

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     “Voluntary Retirement” means the termination of a Participant’s employment with the Company and the Affiliated Employers by such Participant (other than due to such Participant’s death or Disability) on or following the later of January 1, 2011 and the date on which such Participant is at least age 65 and the sum of such Participant’s age and full completed years of service with the Company and the Affiliated Employers equals at least 75; provided that during the period from the date of such termination through January 20, 201 4 such Participant (i) is not employed by a Significant Competitor and (ii) does not, directly or indirectly, (A) hire any employee of the Company or any Affiliated Employer or (B) solicit, induce or otherwise encourage any person to leave the employment of the Company or any Affiliated Employer.

 

 

Section 2.01 Eligible Employees. The Committee shall select those key employees of the Independent Risk function of the Company and the Affiliated Employers who are eligible to receive Awards under the Plan; provided, however, no employee shall be eligible to receive an Award under the Plan if the Committee determines that such Award would cause the Company or any Affiliated Employer to violate any le gal, regulatory or governmental requirement to which the Company or any Affiliated Employer is subject or any agreement entered into between the Company or any Affiliated Employee and any governmental agency.

 

Section 2.02 Participation Outside of the United States. With respect to Participants who are foreign nationals or who reside outside of the United States, the Committee may provide for such special terms and conditions, including, without limitation, substitutes for Awards, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. The Committee may approve any supplements to, or amendments, restatements or alternative versions of, the Plan as it may consider necessary or appropriate for the purposes of this Section 2.02 without thereby affecting the terms of the Plan as in effect for any other purpose; provided that no such supplements, amendments, restatements or alternative versions shall include any provisions that are inconsistent with the intent and purpose of the Plan, as then in effect.

 

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Section 3.01 Awards. Subject to Articles V and VI, each Participant shall be entitled to payment(s), if any, in respect of such Participant’s Award in the amount(s) determined in accordance with this Article III. An Award granted to a Participant who resides outside the United States will be denominated in the currency of the country in which such Participant resides on the Award Date; provided that an Award granted to any Participant who is a Citigroup Expatriate shall be denominated in the currency of the country in which such Participant’s compensation is tax-equali zed.

 

     (a) Initial Payment. Such Participant shall be entitled to a payment, paid after January 20, 2013 but in no event later than March 15, 2013, in an amount equal to two-thirds of Participant’s Account Balance, determined as of January 20, 2013.

 

     (b) Subsequent Payment. Such Participant shall be entitled to a payment, paid after January 20, 2014 but in no event later than March 15, 2014, in an amount equal to Participant’s Account Balance, determined as January 20, 2014.

 

 

 

Section 4.01 Maintenance of Accounts. The Company will maintain an Account on its books and records for each Participant. Subject to Section 4.03, the Account will be a book entry credit reflecting a Participant’s Award and will periodically be credited with the Notional Interest Rate attributable to such Award commencing on the first business day of the month after the Award Date. A Participant’s Account will be charged with distributions to the Participant or the Participant’s estate. Notwithstanding any provision of this Plan to the contrary, the Committee may, in its sole discretion, alter, modify, eliminate or replace any notional rate of return, including the Notional Interest R ate, credited to a Participant’s Account under the Plan.

 

Section 4.02 Account Statements. Each Participant shall receive a written or electronic statement (at least annually) of his or her Account Balance; provided, that if a Participant is able to access his or her Account Balance through the Company’s (or a third party vendor’s) website, there shall be no obligation to provide such Participant with a written or electronic statement of his or her Account Balance.

 

Section 4.03 Prorated Return Credited to Account. Notwithstanding Section 4.01, for purposes of Sections 6.02 and 6.03, the Participant’s Account shall not be credited with any notional rate of return, including the Notional Interest Rate, prior to the date payment is triggered in accordance with Section 6.02 or 6.03. In the event a Participant is entitled to a distribution pursuant to Section 6.02 or 6.03, the notional rate of return, including the Notional Interest Rate, credited to the Participant’s Account shall be credited to the prorated Account Balance of the Participant from the first business day of the month after the Award Date through the date a distribution is triggered pursuan t to Section 6.02 or 6.03.

 

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Section 5.01 Form of Payment. All payments under the Plan will be made in cash in the currency of the country in which the Participant resides at the time of payment and such payment shall be made in accordance with the foreign currency exchange rate in effect at the time of payment as determined by the Company; provided, however, if such Participant is a Citigroup Expatriate, the Award shall be paid in the currency of the country in which such Participant’s compensation is tax-equalized. Notwithstanding the foregoing, the Committee in its sole discretion may determine to provide any payment with respect to an Award in unrestricted shares of the Company’s common stock; provided that any such fractional share will be paid in cash. Any such shares used for such payment shall be (i) issued under the Company’s 2009 Stock Incentive Plan, as amended from time to time, or, if determined by the Committee in its sole discretion, any other shareholder-approved plan of the Company that provides for such payment and (ii) valued at a fair market value at the time of such payment as determined by the Committee in its sole discretion.

 

Section 5.02 Taxes and Withholding. As a condition to any payment under the Plan, the Company may require a Participant to pay such sum to the Company as may be necessary to discharge the Company’s obligations with respect to any taxes, assessments or other governmental charges, whether of the United States or any other jurisdiction, imposed on property or income received by such Participant hereunder. Alternatively, the Company may deduct or withhold such sum from any payment to such Participant, whether such payment is made pursuant to the Plan or otherwise.

 

 

TERMINATION OF EMPLOYMENT; QUALIFYING TRANSACTION
FORFEITURE OR REDUCTION OF PAYMENTS

 

Section 6.01 Termination Generally. Subject to this Article VI, on termination of a Participant’s employment with the Company and the Affiliated Employers prior to (i) January 20, 2013, with respect to the payment described in Section 3.01(a), or (ii) January 20, 2014, with respect to the payment described in Section 3.01(b), such Participant shall not be entitled to any payment under the Plan.

 

Section 6.02 Death, Disability, Qualifying Termination or Qualifying Transaction. On an Acceleration Event with respect to a Participant, such Participant shall be entitled to a prorated payment which shall be determined by assuming that the portion of Participant’s Account Balance that would have otherwise been paid in accordance with Section 3.01(a) and Section 3.01(b) are separate awards under the Plan, and each separate award shall be multiplied by a fraction, the numerator of which is equal to the number of days in the period commencing on the Award Date and ending on the date of the Acceleration Event, and the denominator of which is the period commencing on the Award Date and ending on (i) January 20, 2013, which respect to the portion of Participant’s Account Balance that would have otherwise been paid in accordance with Section 3.01(a), and (ii) January 20, 2014, with respect to the portion of Participant’s Account Balance that would have otherwise been paid in accordance with Section 3.01(b), and such prorated payment shall be made as soon as is administratively practicable after the date of the Acceleration Event. 

 

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Section 6.03 Retirement. If Participant’s Retirement occurs on or prior to January 20, 2013, such Participant shall be entitled to a prorated payment which shall be determined by assuming that the portion of Participant’s Account Balance that would have otherwise been paid in accordance with Section 3.01(a) and Section 3.01(b) are separate awards under the Plan, and each separate award shall be multiplied by a fraction, the numerator of which is equal to the number of days in the period commencing on the Award Date and ending on the date of Participant’s Retirement, and the denominator of which is the period commencing on the Award Date and ending on (i) January 20, 2013, which respect to the portion of Participant’s Account Balance tha t would have otherwise been paid in accordance with Section 3.01(a), and (ii) January 20, 2014, with respect to the portion of Participant’s Account Balance that would have otherwise been paid in accordance with Section 3.01(b), and such prorated payment shall be made to Participant as soon as is administratively practicable after January 20, 2013 but in no event later than March 15, 2013. If Participant’s Retirement occurs after January 20, 2013, Participant shall be entitled to a prorated payment in an amount equal to Participant’s Account Balance, determined as of the date of Participant’s Retirement, multiplied by a fraction, the numerator of which is equal to the number of days in the period commencing on the Award Date and ending on the date of Participant’s Retirement, and the denominator of which is the period commencing on the Award Date and ending on January 20, 2014, and such prorated payment shall be made to Participant as soon as is administratively practicable afte r January 20, 2014 but in no event later than March 15, 2014. Notwithstanding the foregoing, if such Retirement is a Voluntary Retirement, then if at any time during the period from the date of such Retirement through January 20, 2014, such Participant (i) is employed by a Significant Competitor or (ii) directly or indirectly (A) hires any employee of the Company or any Affiliated Employer or (B) solicits, induces or otherwise encourages any person to leave the employment of the Company or any Affiliated Employer, such Participant shall not be entitled to any unpaid amount under the Plan.

 

Section 6.04 Approved Leave of Absence. If prior to January 20, 2014 a Participant commences a Bona Fide Leave that is a:

 

     (a) Personal Leave, such Participant’s Award will be treated as if such Participant’s employment with the Company and the Affiliated Employers had not been interrupted by such leave; provided, however, if such Participant does not return to active work within six months after the commencement of such leave, Participant’s Award will be forfeited and Participant shall not be entitled to any payment under the Plan; or

 

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     (b) Statutory Leave, such Participant’s Award will be treated as if such Participant’s employment with the Company and the Affiliated Employers had not been interrupted by such leave; provided, however, if such leave is followed without interruption by a Personal Leave and such Participant does not return to active work within six months after the commencement of such Statutory Leave, such Participant shall not be entitled to any payment under the Plan. Notwithstanding the foregoing, if, prior to January 20, 2014 and at a time that a Participan t is on a Bona Fide Leave, an Acceleration Event occurs with respect to such Participant or such Participant’s employment terminates due to Retirement, such Participant shall be entitled to payments, if any, under the Plan in accordance with Section 6.02 or 6.03, as applicable.

 

Section 6.05 Forfeiture or Reduction of Payments. Notwithstanding anything to the contrary herein, without limiting the proviso in Section 2.01, amounts payable under the Plan are subject to forfeiture or reduction under the circumstances specified in this Section 6.05.

 

     (a) Gross Misconduct. Without limiting Section 6.01, on termination of a Participant’s employment with the Company and the Affiliated Employers due to such Participant’s Gross Misconduct, such Participant shall not be entitled to any unpaid amount under the Plan.

 

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

 

     (c) Misconduct or Error; Downturn in Performance or Failure of Risk Management. If the Committee determines that, with respect to a Participant who is subject to any applicable non-U.S. legal, regulatory or governmental requirement, direction, supervisory comment, guidance or promulgation, (i) there is reasonable evidence that such Participant engaged in misconduct or committed material error, in either case in connection with his or her employment, or (ii) the Company has suffered a material downturn in its financial performance or a material failure of risk management, the Committee in its sole discretion may determine that such Participant shall not be entitled to any unpaid amount under the Plan or that any such amount shall be reduced.

 

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     (d) Compliance with Regulatory Requirements. Payment or accrual of any portion of an Award will be subject to any limitations, adjustments or clawback provisions applicable to such Participant to the extent required under (i) the Emergency Economic Stabilization Act of 2008, as amended, and any applicable rules or regulations thereunder, (ii) any agreement entered into between the Company and the United States Treasury Department in connection with the Company’s participation in the Troubled Asset Relief Program or the Exchange Agreement dated June 9, 2009 between the Company and the United States Treasury Department or (iii) any policy implemented at any time by the Company in its discretion to (A) comply with any other legal, regulatory or governmental requirements, directions, supervisory comments, guidance or promulgations specifically including but not limited to guidance on remuneration practices or sound incentive compensation practices promulgated by the Federal Reserve Board, the Federal Deposit Insurance Corporation or any other applicable U.S. or non-U.S. bank supervisory or governmental agency or authority, (B) comply with the listing requirements of any stock exchange on which the Company’s common stock is traded or (C) comply with or enable the Company to qualify for any government loan, subsidy, investment or other program.

 

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Section 7.01 Non-Transferability.

 

     (a) No benefit under the Plan shall be subject in any manner to alienation, sale, transfer, assignment, pledge or encumbrance, other than by will or the laws of descent and distribution. Any attempt to violate the foregoing prohibition shall be void.

 

     (b) In the event of a Participant’s death, any payments due under the Plan shall be made to such Participant’s estate. Payment to the executors or administrators of the estate of a Participant may be conditioned on the delivery to the Company of such tax waivers, letters testamentary and other documents as the Committee may reasonably request.

 

 

 

Section 8.01 Plan Administrator.

 

     (a) To the extent permitted by applicable law and the rules of the New York Stock Exchange, the Committee hereby delegates to the Senior Human Resources Officer of the Company or his or her delegate its authority over the administration of the Plan, which delegation the Committee may revoke in whole or in part at any time. The Committee shall have discretionary authority to interpret the Plan, to make all legal and factual determinations and to determine all questions arising in the administration of the Plan, including without limitation the reconciliation of any inconsistent provisions, the resolution of ambiguities, the correction of any defects, and the supplying of omissions. Each interpretation, determination or other action made or taken pursuant to the Plan or any Award Agreement by the Committee shall be final and binding on all persons.

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