EXECUTION COPY
June 14, 2005
BY HAND
Mr. Lewis B. Kaden
[home address redacted]
Dear Lew:
We are delighted to extend to you an offer to join Citigroup Inc. (the
"COMPANY") as Vice Chairman and Chief Administrative Officer of the Company.
Your employment will commence no later than September 6, 2005, and will continue
until terminated by you, by the Company, or by reason of your death.
If you accept, you will be joining a family of companies that serves 200 million
customer accounts in nearly 100 countries and is bound together by a steady
focus on growth, a workforce committed to excellence, and a workplace based on
mutual respect, where every employee can make a difference.
In your capacity as Vice Chairman and Chief Administrative Officer of the
Company, you will report directly to me, and you will be a member of the
Business Heads Committee, the Citigroup Management Committee, and the Citigroup
Business Practices Committee.
You shall perform such duties as are consistent with your position as Vice
Chairman and Chief Administrative Officer of the Company. Without limiting the
generality of the foregoing, your specific responsibilities shall include
management and direct oversight at the corporate level of all of the Company's
functional departments (other than those that report to the Chief Financial
Officer). Your duties will not include responsibility for any of the Company's
operating business units. You agree that during your employment with the
Company, you will devote your best efforts and substantially all of your
business time and services to the business and affairs of the Company.
1. BASE SALARY. Your salary will be paid in accordance with the Company's
standard policies in effect from time to time (currently, semi-monthly) at an
annual rate of $500,000.
2. INCENTIVE AWARDS. The level of your annual incentive awards will be
guaranteed with respect to the awards to be made to you in early 2006 and 2007
when such awards are made to similarly situated senior executives at the Company
(which includes the Business Heads), subject
Mr. Lewis B. Kaden
June 14, 2005
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to extraordinary circumstances drastically negatively affecting the Company's
operating results and, in such event, only to the extent of any similar effect
on total compensation (including incentive awards) made to similarly situated
senior executives at the Company.
The annual incentive award to be made to you in early 2006 will have a pre-tax
nominal value of $1.8 million. The annual incentive award to be made to you in
early 2007 will have a pre-tax nominal value of $5.5 million. In 2008 and
thereafter during your employment with the Company, you will be eligible to be
considered for discretionary incentive awards, which are generally made on an
annual basis and may recognize the Company's performance as well as your
performance of your job functions in accordance with the Company's standards and
policies in effect from time to time. Your discretionary incentive awards will
be determined on the same basis, and made to you at the same time, as those
provided to similarly situated senior executives at the Company.
The incentive awards to be made in early 2006 and 2007, as well as any future
discretionary incentive awards you may receive from the Company, will be granted
as a combination of a cash bonus and retention awards of restricted or deferred
stock in accordance with our Capital Accumulation Program ("CAP"), a tax
deferred plan. The terms and conditions applicable to your CAP awards will be
the same as for similarly situated senior executives at the Company. Under
current program guidelines, the cash bonus to be paid to you in each of early
2006 and 2007 will be 60% of the pre-tax nominal value of the annual incentive
award for such year (less applicable withholdings and deductions). 25% of the
pre-tax nominal value of the annual incentive award will be delivered as a Core
CAP award (computed as described below), and 15% of the pre-tax nominal value of
the annual incentive award will be delivered as a Supplemental CAP award. The
number of Core CAP shares shall be calculated by dividing 25% of the pre-tax
nominal value of the annual incentive award by 75% of the market price of
Company common stock, as determined under CAP guidelines, and the number of
Supplemental CAP shares shall be calculated by dividing 15% of the pre-tax
nominal value of the annual incentive award by 100% of such market price of
Company common stock. CAP Awards are subject to vesting conditions, including
but not limited to continued employment with the Company, and will be cancelled
if the conditions to vesting are not satisfied, except as otherwise provided in
this letter. In order to be eligible to receive any discretionary incentive
award, you must be actively employed on the date the award is granted.
Mr. Lewis B. Kaden
June 14, 2005
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3. ADDITIONAL INCENTIVE AWARD. You will receive an additional incentive award of
restricted or deferred stock (the "ADDITIONAL INCENTIVE AWARD") with a pre-tax
nominal value equal to $3.7 million (the "ADDITIONAL INCENTIVE AMOUNT") in early
2006, at the same time you receive your Core CAP and Supplemental CAP awards.
The Additional Incentive Award will be subject to the same vesting conditions
and termination provisions as such CAP awards. The number of shares constituting
your Additional Incentive Award shall be calculated by dividing the Additional
Incentive Amount by 100% of the market price of Company common stock, as
determined under CAP guidelines.
If, as a result of the incentive awards to be paid in early 2006 or early 2007,
you would be one of the 5 most highly paid executive officers of the Company
such that you would be included in the summary compensation table of the
Company's proxy statement for the compensation year ending December 31, 2005 or
December 31, 2006, as the case may be, your annual incentive awards and the
Additional Incentive Award otherwise guaranteed herein to be paid with respect
to such compensation year will be subject to the terms and conditions of the
Company's Executive Performance Plan (EPP). Subject to the Company's meeting the
performance criteria in the EPP which are based on the Company's operating
results, it will be recommended to the Personnel and Compensation Committee of
the Board of Directors that you receive the annual incentive awards and the
Additional Incentive Award otherwise for such compensation year as described
above.
You will also be eligible to receive any other incentive awards, on the same
basis, at the same time and on the same terms and conditions as other similarly
situated senior executives at the Company.
4. STOCK OWNERSHIP COMMITMENT. Citigroup is a leader among companies that
maintain a stock ownership commitment. For so long as you remain a member of
senior management, you will be required to hold 75% of the shares you own on the
date you become subject to the commitment and 75% of the net (after tax) shares
you acquire under the Company's equity programs.
5. REGULATORY MATTERS. Effective with the commencement of your employment, you
will become a Section 16 Officer of the Company, you will be subject to
Regulation O of the Board of Governors of the Federal Reserve Bank, the
Company's Loan Prohibition Policy and the Corporate
Mr. Lewis B. Kaden
June 14, 2005
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Personal Trading Policy. You will receive more information about these policies
prior to your commencement of employment.
6. SERVICE CREDIT. You will be credited with two years of service with the
Company for purposes of determining your eligibility for the "Rule of 75"
treatment solely with respect to any restricted or deferred stock or stock
option award made to you by the Company. The Rule of 75 shall be applicable to
you on terms not less favorable than currently applicable under such plans and
programs (e.g., the currently applicable consequences of the Rule of 75 under
the equity compensation plans and programs of the Company are as described in
clauses (3) and (4) below in the "Termination of Employment Without Cause or for
Good Cause" section of this letter).
7. VOLUNTARY TERMINATION OR TERMINATION FOR CAUSE. You will not be eligible to
receive any of the incentive awards described above (whether guaranteed or
discretionary) and all of your then-unvested restricted or deferred stock awards
and any stock options that may have been granted to you will be cancelled if,
before the date of their scheduled delivery or vesting, as the case may be, you
have voluntarily terminated your employment or you have been terminated by the
Company for "Cause". "CAUSE" shall mean an action taken by a regulatory body or
a self regulatory organization that substantially impairs you from performing
your duties; gross misconduct in connection with your employment; material
breach of the Company's policies or procedures; dishonesty; breach of your
fiduciary duty of loyalty to the Company; violation of a federal or state
securities law, rule or regulation; conviction of a felony; material failure in
the performance of your duties; or any material misrepresentation made to us in
furtherance of this offer.
8. PERQUISITES.
(a) The Company will provide you with a car and driver for your business and
personal use, and, subject to availability, you may use Company aircraft for
your business travel. When Company aircraft is not available for your business
travel, you will be eligible for first-class commercial air travel.
(b) You will receive personal security protection consistent with Company
practices and procedures for similarly situated senior executives, as may be in
effect from time to time.
Mr. Lewis B. Kaden
June 14, 2005
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(c) As a member of the Citigroup Management Committee, you are eligible to
participate in our Financial Planning Program conducted by AYCO.
9. COMPENSATION AND BENEFITS. You will be eligible to participate in the
Company's comprehensive benefit programs. Further details regarding these
policies, benefit plans and programs will be provided when you begin your
employment. Except as otherwise provided in this letter, all compensation and
benefits are deliverable in accordance with the Company's policies, plans and
programs in effect at the time of delivery, and all compensation, benefits, and
other policies, plans and programs are subject to change at management's
discretion.
10. TERMINATION OF EMPLOYMENT WITHOUT CAUSE OR FOR GOOD CAUSE.
(a) In the event that any time after the commencement of your employment but on
or before September 6, 2007, either the Company terminates your employment
without Cause or you terminate your employment for Good Cause (as defined
below):
(1) The Company will pay you your base salary through the effective date of
your termination of employment, and will make an additional cash payment
to you equal to the amount of base salary you would have earned from the
date of your termination through September 6, 2007, if your employment had
not been terminated (less applicable withholdings and deductions);
(2) The Company will make you a cash payment equal to $3.7 million,
representing the pro rata guaranteed amount of your annual incentive that
would have been paid in 2008 if your employment had not been terminated,
plus that portion, if any, of your aggregate guaranteed annual incentive
awards scheduled to be paid to you in early 2006 and early 2007 as
described above, giving no effect for this purpose to the penultimate
paragraph of Section 3, including the Additional Incentive Award, that
have not previously been delivered to you in cash or awarded in the form
of restricted or deferred stock or stock options prior to the effective
date of such termination;
(3) Any stock options awarded to you under any equity compensation plan or
program of the Company will immediately vest upon your termination, and
you will have the lesser of two years or the
Mr. Lewis B. Kaden
June 14, 2005
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remaining term of the option to exercise those options, after which time
they will be cancelled, and you will not be subject to any non-competition
provisions relating to the application of the Rule of 75; and
(4) (i) All Core CAP shares and Supplemental CAP shares allocable to any
outstanding award of restricted or deferred stock under CAP, (ii) all
shares allocable to your Additional Incentive Award and (iii) any other
shares allocable to any outstanding award of restricted or deferred stock
under any other equity compensation plan or program of the Company will
vest and be distributed to you as soon as practicable following your
termination of employment, and you will not be subject to any
non-competition provisions relating to the application of the Rule of 75;
(b) In the event that any time after September 6, 2007 but on or before
September 6, 2010, either the Company terminates your employment without Cause
or you terminate your employment for Good Cause, the provisions of subparagraphs
10 (a)(3) and 10 (a)(4) above shall apply to such termination.
(c) For purposes of this letter, "GOOD CAUSE" is defined as a significant
reduction in responsibilities or position; your removal from the Business Heads
Committee or the Citigroup Management Committee; a significant reduction in
compensation that is either not related to your performance or not applicable to
similarly situated senior executives at the Company; or a change in your
reporting relationship that results in your reporting to someone other than the
Chief Executive Officer of the Company.
(d) If your employment terminates under the circumstances described in this
paragraph 10, "Termination of Employment Without Cause or for Good Cause", you
will not receive the compensation and benefits provided for in any other section
of this letter or any separation pay or similar benefits you might otherwise be
eligible to receive pursuant to any Company plan or policy. Instead, you will
receive the cash payment(s) and vesting of stock options and restricted or
deferred stock, as the case may be, as described in this "Termination of
Employment Without Cause or for Good Cause" section, provided that you execute a
settlement agreement and general release that is acceptable to the Company.
11. DEATH OR DISABILITY. In the event of a termination of your employment due to
your death or Disability (as defined in the Company's
Mr. Lewis B. Kaden
June 14, 2005
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long-term disability plan) at any time after the commencement of your employment
but on or before September 6, 2007:
(a) The Company will make a cash payment for any earned but unpaid base salary
through such effective date of termination (less applicable withholdings and
deductions, and in the case of a Disability, net of any payments received under
the Company's long term disability plan);
(b) If the termination occurs before the Additional Incentive Award and the
annual incentive awards are made in early 2006, the Company will make you a cash
payment equal to $5.5 million, multiplied by a fraction, the numerator of which
shall be the number of days worked during 2005 and the denominator of which
shall be the number of days from the date of commencement of your employment
through December 31, 2005;
(c) If the termination occurs after the Additional Incentive Award and the
annual incentive awards are made in early 2006, but before the annual incentive
awards are made in early 2007, the Company will make you a cash payment equal to
$5.5 million, multiplied by a fraction, the numerator of which shall be the
number of days worked during 2006 and the denominator of which shall be 365;
(d) If the termination occurs after the annual incentive awards have been made
in early 2007 but before September 6, 2007, the Company will make you a cash
payment equal to $5.5 million, multiplied by a fraction, the numerator of which
shall be the number of days worked during 2007 and the denominator of which
shall be 365; and
(e) The provisions of subparagraphs 10(a)(3) and 10(a)(4) above under the
section of this letter entitled "Termination of Employment Without Cause or for
Good Cause" shall also apply.
12. PRIOR RESTRICTIVE COVENANTS. You represent that you are not subject to any
contractual restrictive covenants, and as a result, your employment with the
Company will not be in violation of any pre-existing restrictive covenant, and
you understand that your employment with the Company is contingent upon same.
13. NON-SOLICITATION. In consideration of your employment, you agree that while
you are employed with the Company and for one year following termination of your
employment, you will not directly or indirectly solicit,
Mr. Lewis B. Kaden
June 14, 2005
Page 8 of 10
induce, or otherwise encourage any person to leave the employment of or
terminate any customer relationship with the Company.
14. CONFIDENTIAL AND PROPRIETARY INFORMATION. You also agree that during your
employment, you will have access to or acquire confidential, client, employee,
competitive and/or other business information that is unique and cannot be
lawfully duplicated or easily acquired. You understand and agree that you will
have a continuing obligation to protect the confidentiality of such information
and not to use, publish or otherwise disclose such information either during or
after your employment with the Company.
15. GOVERNING LAW AND ARBITRATION. The terms and conditions set forth in this
letter will be governed by and interpreted in accordance with the laws of the
State of New York. Any controversy or dispute relating to your employment with
or separation from the Company, including with respect to the terms and
conditions set forth in this letter, will be resolved in accordance with the
Employment Arbitration Policy described in the enclosed Principles of
Employment, which are incorporated herein by reference.
16. TAXES. All compensation, payments, incentive and retention awards,
perquisites, and benefits set forth in this letter are subject to, and the
Company will withhold such federal, state and local taxes as the Company
determines are required by applicable law or regulation. You remain obligated to
pay all required taxes on all compensation, payments, incentive and retention
awards, perquisites, and benefits regardless of whether these amounts have been
withheld or are required to be withheld by the Company.
17. SECTION 409A. The parties agree that the payments and benefits under this
letter may be subject to section 409A of the Internal Revenue Code of 1986, as
amended, and the regulations relating thereto (the "Code"). The parties agree
to amend this letter to the extent necessary to comply with section 409A and any
Treasury pronouncements relating thereto.
18. NOTICES. Any notice, request or demand given pursuant to this letter shall
be in writing and shall be delivered to the designees below via hand delivery;
first-class mail, certified and registered; or overnight delivery by a
nationally recognized overnight courier service:
Mr. Lewis B. Kaden
June 14, 2005
Page 9 of 10
TO LEWIS B. KADEN: TO THE COMPANY:
Mr. Lewis B. Kaden Michael E. Schlein,
[home address redacted] Senior Vice President, Global Corporate Affairs,
Human Resources and Business Practices
Citigroup Inc.
399 Park Avenue
New York, NY 10022
with a copy to: with a copy to:
Beverly F. Chase, Esq. Gail S. Wilson, Esq.
Davis Polk & Wardwell General Counsel, Human Resources
450 Lexington Avenue Citigroup Inc.
New York, New York 10017 425 Park Avenue
tel: 212-450-4383 New York, NY 10022
fax: 212-450-3383 tel: 212-793-7601
fax: 212-793-7600
19. TRANSITION MATTERS. You will take steps satisfactory to Citigroup to assure
that no conflict of interest will exist while you are employed with Citigroup as
a result of your retirement arrangement with Davis Polk & Wardwell.
Your employment is contingent upon successful completion of any and all
procedures and verifications to meet employment eligibility. Please contact
Edith Ginsberg at (212) 559-2957 to make appropriate arrangements.
This letter and the enclosed Principles of Employment describe the Company's
offer of employment. Any discussions that you may have had with us are not part
of this offer unless they are described in this letter, the Corporate Center
Employee Handbook, the Citigroup Code of Conduct or the Principles of Employment
(which you must read carefully, sign and return as part of accepting our offer).
This letter should not be construed as a promise or guarantee of employment for
any defined period of time. Your employment with the Company is "at will", which
affords either party the right to terminate the relationship at any time for any
reason or for no reason at all not otherwise prohibited by law.
Mr. Lewis B. Kaden
June 14, 2005
Page 10 of 10
We are confident that Citigroup Inc. will provide you with a rewarding and
challenging career, and I look forward to working with you in your new role.
Please let me know that you have accepted this offer by signing below and
returning your signed letter and Principles of Employment to me.
Sincerely,
Citigroup Inc.
/s/ Charles O. Prince
- ------------------------------------
By: Charles O. Prince,
Chief Executive Officer
ACCEPTED AND AGREED:
/s/ Lewis B. Kaden June 14, 2005
- ------------------------------------ -------------------------------------
Lewis B. Kaden Date
Enclosure: Principles of Employment