Citigroup Inc. Stock Award Deferral Agreement with Michael S. Klein (December 2006)

Contract Categories: Business Finance › Equity Distribution Agreements
Summary

This agreement between Citigroup Inc. and Michael S. Klein outlines changes to the distribution terms of Mr. Klein's outstanding and future deferred stock awards. The shares from these awards will not be distributed to him until he is no longer a "covered employee" under IRS rules or is no longer employed by Citigroup, whichever comes first. The vesting schedule remains unchanged. Future awards will follow similar deferral terms unless granted under the Citigroup Executive Performance Plan, in which case standard executive terms apply. All other award terms remain as previously agreed.

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EX-10.01 2 a2185406zex-10_01.htm EXHIBIT 10.01
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Exhibit 10.01

To: Michael Klein
From: Michael Schlein
Subject: Outstanding & Future Stock Awards
Date: December 27, 2006

As previously discussed with Bob Druskin, you agree to the following changes with respect to your outstanding stock awards and any future stock awards that may be granted to you in connection with your employment with Citigroup Inc. (the "Company"):

    •
    The terms of all of your outstanding unvested deferred stock awards will be amended to provide that the shares subject to such awards will not be distributable to you until the earlier of (i) the date in which you are not reasonably expected to be a "covered employee" under IRC Section 162(m) whose compensation is reportable in the Company's proxy statement or (ii) the date in which you are no longer employed by the Company. The delay in the distribution of shares subject to your deferred stock awards will not affect the vesting of the shares subject to those awards.

    •
    It is intended that any future deferred stock awards, such as the January 2007 award, will contain similar deferral provisions as described above, unless, however, you receive an award under the Citigroup Executive Performance Plan ("EPP"). If you receive a deferred stock award pursuant to the EPP, the award will be subject to the same terms and conditions that apply to other senior executives of the Company.

    •
    Except as otherwise provided herein, the terms and conditions of your outstanding deferred stock awards will continue to be governed by the applicable award agreement and prospectus.

Please confirm your agreement to the terms described above by signing below and returning the signed memorandum to me.

ACCEPTED & AGREED

/s/ Michael S. Klein
Michael S. Klein		   29 December 2006
Date


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    Exhibit 10.01