Exhibit
10.1
EMPLOYMENT
TERMINATION NOTICE AND NON-SOLICITATION POLICY
FOR
THE CITIGROUP MANAGEMENT COMMITTEE
1
As
a
member of the Citigroup Management Committee, effective October 2, 2006 you
are
required to give notice of the termination of your employment to your Citigroup
employer (
i.e.
,
Citigroup Inc. or one of its subsidiaries or their affiliates; referred to
individually and collectively as “Citigroup”) and to refrain from the
solicitation of Citigroup employees in the manner described below (the “CMC
Policy”).
In
exchange for your commitment to this CMC Policy, your Citigroup employer will
provide you with reciprocal notice, as described in Section 2 below, should
it
ask you to leave.
1.
If
It Is
Your
Decision
To Leave
If
you
resign, or otherwise terminate your employment relationship with Citigroup,
you
must give your Citigroup employer 75 days’ prior written notice of the effective
date of your last day of employment. Your Citigroup employer may, in its sole
discretion, waive all or any part of the applicable 75-day notice period and
consider your termination effective on any such earlier date as determined
by
it. In no event, however, shall such earlier date be sooner than 2 business
days
from the date you give notice.
2
Also,
your Citigroup employer may, in its sole discretion, remove you from any
assigned duties, assign you to other duties, or require you to remain away
from
its offices, during all or any part of the applicable 75-day notice period.
During the applicable 75-day notice period, or any lesser period as determined
by your Citigroup employer, you will continue to be paid your then-current
base
salary and remain benefits-eligible. Once notice is given, you are no longer
eligible for any discretionary incentive or retention
1
Except
as specifically provided below, this CMC Policy is not intended to shorten
or
limit any longer notice period or nonsolicitation obligation that you may
have
pursuant to contract, collective agreement or applicable policy, local
law, rule
or regulation (“Independent Obligation”), nor is it intended to limit or reduce
any other obligation that you or your Citigroup employer may have pursuant
to an
Independent Obligation. To the extent such conflict exists between this
CMC
Policy and an Independent Obligation, the Independent Obligation shall
govern.
Independent Obligations may include (where applicable, and without limitation)
the Corporate and Investment Banking or Global Wealth Management Employment
Termination Notice Policy; however, notwithstanding any provision to the
contrary herein, if you are a US CIB or GWM employee who previously committed
to
an early termination notice, that period will be superseded and replaced
by the
75-day early termination notice provided under this CMC Policy.
2
Between the date you give notice and your actual date of termination, you
should
consider exercising any vested options awarded to you pursuant to the terms
of
Citigroup’s equity compensation plans if such options would be otherwise
cancelled on your termination date.
award
(individually and collectively, “Award”) even if the notice period includes the
date on which an Award otherwise would have been made to you had you not
given
notice.
2.
If
Your Citigroup Employer Asks You to Leave
If
your
Citigroup employer asks you to leave, it will not terminate your employment,
except for Cause, without giving you 75 days’ notice, provided, however, your
Citigroup employer may, in its sole discretion, elect to accelerate your
then
current base salary for the applicable 75-day notice period and pay it
to you in
lieu of notice.
3
For
purposes of this provision, your Citigroup employer shall have “Cause” to
terminate your employment by reason of an action taken by any governmental
or
non-governmental regulatory body which substantially impairs you from performing
your duties; your misconduct in connection with your employment; your breach
(intentional or otherwise) of any Citigroup policy or rule; your dishonesty
in
connection with your employment; your breach of your fiduciary duty of loyalty
to Citigroup; your violation of any federal or state securities, banking or
any
other applicable law, constitution, by-law, rule or regulation; your failure
to
remain licensed to perform your functions, if applicable; your failure to devote
all of your professional time to your assigned duties and to the business of
Citigroup; your conviction of a felony; your conviction of a crime of breach
of
trust or dishonesty or participation in a pre-trial diversion program for such
a
crime; your failure to perform or your negligence in the performance of your
duties; or any factual misrepresentation made by you in the furtherance of
your
hiring.
4
3.
Nonsolicitation
of Employees
During
your employment (inclusive of the 75-day notice period required by this CMC
Policy), and for the one-year period after your termination date, in addition
to
any obligation you may have by virtue of the terms of any Independent
Obligation, you agree that you will not directly or indirectly
3
This
notice period shall run concurrently with any other notice of termination
that
your Citigroup employer may give you. To the extent, however, your Citigroup
employer is legally obligated to give you notice that is equal to or greater
than the notice period provided for in this CMC Policy, your Citigroup
employer
shall then make a payment to you equal to 3 days of base salary as alternative
consideration for your commitment to comply with this CMC Policy.
4
If you and your Citigroup employer are subject to a different definition
of
“Cause” pursuant to the terms of an Independent Obligation, the definition of
“Cause” in the Independent Obligation shall apply.
solicit
or induce away from Citigroup or cause to be solicited or induced
away from Citigroup any of its employees.
5
4.
Consequences
of Your Breach
If
you
failed to comply with the Policy by failing to give compliant notice or by
soliciting employees during the notice period, you will be required to repay
your Citigroup employer the gross amount of the cash bonus component of such
Award. A paid cash bonus is not subject to your repayment if you comply with
the
CMC Policy. See additional information below regarding your notice obligations
and your Awards.
In
addition, if you violate any term of the CMC Policy during the 75-day notice
period and the one-year period thereafter, Citigroup may seek an order or
injunction from a court or arbitration panel to stop the violation, and may
seek
other permissible remedies. Citigroup may hold you personally liable for any
damages it suffers as result of the breach, such as additional compensation
paid
to replace or retain solicited employees.
Your
Notice Obligations and Your Awards
Under
longstanding Citigroup policy and practice, you are not entitled to a
discretionary incentive or retention award (individually and collectively,
“Award”) for a particular year if you resign before, or are not actively
employed on, the day that Awards are made, even if you worked all or a portion
of the year for which the Award is made. For example, if a Citigroup Management
Committee member resigns from Citigroup during 2006, or before Awards were
actually made in January 2007, s/he would not be entitled to any Award for
2006.
If
you
give early notice of your decision to resign from Citigroup as required by
the
CMC Policy and such notice is given at any time before Awards are made, even
if
you worked all or a portion of the year for which the Awards are made, you
are
not eligible to receive any Award for that year. For example, a Citigroup
Management Committee member who gives his/her 75-day notice on December 31,
2006
(intending to terminate his/her employment on March 16, 2007) would not be
eligible for any Award for 2006 even though Awards for 2006 are likely to be
made prior to his/her termination date in March.
A
discretionary cash bonus that has already been paid is subject to your repayment
if you do not comply with the CMC Policy by either (1) failing to give compliant
notice, or (2) soliciting Citigroup employees during the notice period. For
example, a Citigroup Management Committee member gives notice on February 1,
2007, after the 2006 Awards have been made, but violates the CMC Policy by
terminating his/her
________________
5
In the
event you fail to provide notice as required by this CMC Policy, your obligation
not to solicit as described in this CMC Policy will commence as of your
termination date and will run for the remainder of the 75-day notice period
and
for an additional one-year period thereafter.
employment
prior to the required 75 days notice period after February 1st. S/he would
have
to repay the gross amount of the cash bonus s/he received in early 2007. The
gross amount of the cash bonus is subject to repayment because the Management
Committee member failed to give notice 75 days earlier and, thereby, frustrated
the purpose of the CMC Policy and received an Award s/he would not have
otherwise been awarded had s/he given notice as required.
On
the
other hand, a discretionary cash bonus that has been paid is not subject to
your
repayment if you fully comply with the CMC Policy. Consider a Citigroup
Management Committee member who works all of 2006 and receives an Award in
January 2007. The day after the Award is made, s/he gives his/her 75 days’
notice of his/her decision to resign and does not solicit employees during
that
notice period. Because s/he complied with the CMC Policy, his/her cash bonus
component of the Award is not subject to repayment.
Other
Terms of the CMC Policy
If
your
employment relationship with your Citigroup employer is currently “at-will”,
nothing herein constitutes or is intended to constitute a promise or guarantee
of employment for a definite period or any change to the employment “at-will”
relationship between you and your Citigroup employer,
i.e.
,
both
your Citigroup employer and you retain the right to terminate the employment
relationship at any time (subject to the notice periods described in Sections
1
and 2 above) for no reason or for any reason not otherwise prohibited by
law.
If
you
are employed in the United States or are on a formal expatriate assignment
at
the time you or your Citigroup employer decides to terminate the employment
relationship, this CMC Policy shall be governed by the laws of the State of
New
York (regardless of the laws that might otherwise govern under applicable
conflict of law principles) as to all matters, including, but not limited to,
validity, construction, effect, performance and remedies. If you are otherwise
employed outside the United States at the time you or your Citigroup employer
decides to terminate the employment relationship, this CMC Policy shall be
governed by the laws of the country (or the appropriate political subdivision
thereof) designated in your contract of employment. In the absence of any such
designation, this CMC Policy shall be governed by the laws of the country (or
the appropriate political subdivision thereof) in which you are employed at
such
time.
*
* * *
*
I
have
read this CMC Policy and understand its terms. By signing below, I agree to
comply with the terms and conditions of this CMC Policy set forth above.
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ACCEPTED AND AGREED:
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Signature
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Date
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Name (print)
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