Section 409a and Section 457a Compliance Contract Clauses (14)

Section 409a and Section 457a Compliance. (a) Tax Liability. Participant understands that as a result of Section 409A and/or Section 457A of the Code, if Participant is a U.S. taxpayer he could be subject to adverse tax consequences if the Award and program documents are not administered in accordance with the requirements of Section 409A or Section 457A. Participant further understands that if Participant is a U.S. taxpayer, and the Award is considered to be a "nonqualified deferred compensation plan" and Participant's employer is cons...idered to be a "nonqualified entity" (as such terms are defined in Section 409A and/or Section 457A of the Code), Participant could be subject to accelerated income recognition or other adverse tax consequences with respect to all or a portion of the Award if Citigroup fails to modify the Award. However, Participant acknowledges that there is no guarantee that the Award, or any amendment or modification thereto, will successfully avoid unintended tax consequences to Participant and that the Company does not accept any liability therefor. (b) Specified Employees. This Agreement may not be amended, nor may the Award be administered, to provide for any payment of the Award to occur upon any event that would constitute a "separation from service" (within the meaning of Section 409A of the Code) if Participant is a "specified employee" (within the meaning of Treas. Reg. § 1.409A-1(i)(1)) at the time of such Participant's "separation from service," unless it is provided that the distribution or payment will not be made until the date which is six months from such "separation from service," or, if earlier, the date of Participant's death and that during such six-month deferral period, Participant will not be entitled to interest, or any compensation for any loss in market value or otherwise which occurs with respect to the Award during such deferral period. View More