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Exhibit 10.14
CITIGROUP 2000 STOCK PURCHASE PLAN
AMENDED AND RESTATED AS OF FEBRUARY 28, 2003
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1. PURPOSE
The purposes of the Citigroup 2000 Stock Purchase Plan are (i) to serve
as an employment incentive and (ii) to encourage stock ownership by Eligible
Employees in order to align their long-term financial interests with those of
the Company's stockholders. It is the intention of the Company to have the Plan
qualify as an "employee stock purchase plan" under Section 423 of the Code. The
provisions of the Plan, accordingly, shall be construed so that participation in
the Plan will be consistent with the requirements of that Section of the Code.
2. EFFECTIVE DATE AND DURATION OF PLAN
The Plan will become effective May 1, 2000, subject to approval by the
stockholders of the Company. No Agreement shall be entered into pursuant to the
Plan after April 30, 2010, unless the Plan is terminated earlier in accordance
with the provisions of Section 21.
3. DEFINITIONS
"AGREEMENT" means a stock purchase agreement, the form of which has
been approved by the Committee, pursuant to which Eligible Employees may
purchase Common Stock under the Plan.
"BOARD" means the Board of Directors of the Company.
"CHANGE OF CONTROL" has the meaning set forth in Section 17.
"CLOSING DATE" means the last day of the stated term of an Agreement as
established by the Committee.
"CODE" means the Internal Revenue Code of 1986, as amended, including
any rules and regulations promulgated thereunder and any successor thereto.
"COMMITTEE" means the Personnel, Compensation and Directors Committee
of the Board, or its designee.
"COMMON STOCK" means the Common Stock of the Company, $.01 par value
per share.
"COMPANY" means Citigroup Inc., a Delaware corporation.
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"COMPENSATION" means, unless the Committee determines otherwise, base
salary plus any "regular" shift differential, or, for Eligible Employees who do
not earn a base salary, earned commissions as of a date determined by the
Committee, expressed as an annual rate. "Compensation" does not include any
incentive or other awards, bonus payments, overtime payments, or similar
distributions or contributions to any employee benefit plan of the Company or
any Designated Subsidiary.
"DESIGNATED SUBSIDIARY" means a Subsidiary that has been designated by
the Committee from time to time as being eligible to participate in the Plan.
"ELIGIBLE EMPLOYEES" means those Employees who have been designated by
the Committee, in its discretion, in accordance with the provisions of Section
423 of the Code as being eligible to participate in the Plan.
"EMPLOYEE" means an individual who is an employee of the Company or a
Designated Subsidiary as of the date or dates determined by the Committee.
"FAIR MARKET VALUE" as of any given date means, unless the Committee
determines otherwise, the closing price of a share of Common Stock on the
composite tape of New York Stock Exchange listed securities on the business day
immediately preceding such date.
"PLAN" means the Citigroup 2000 Stock Purchase Plan, as amended from
time to time.
"SUBSIDIARY" means any corporation (other than the Company) in an
unbroken chain of corporations including the Company provided that, on the date
of the relevant Agreement hereunder, each of the corporations (other than the
last corporation in the unbroken chain) owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.
"1934 ACT" means the Securities Exchange Act of 1934, as amended,
including the rules and regulations promulgated thereunder and any successor
thereto.
4. ADMINISTRATION
The Committee shall have full and exclusive power to administer and
interpret the Plan. The Committee may determine, from time to time, that the
Company shall offer to Eligible Employees the opportunity to enter into
Agreements. The Committee's authority includes, but is not limited to the
authority to, from time to time, subject to the express provisions of the Plan
and Section 423 of the Code:
(a) determine the purchase price pursuant to Section 8 of the Plan;
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(b) determine which Employees shall be Eligible Employees and which
Subsidiaries shall be Designated Subsidiaries;
(c) prescribe and modify the form and provisions of the Agreements and
the method of delivery and execution thereof;
(d) decide questions which may arise with respect to the
interpretation, construction or application of the Plan or any
Agreement;
(e) amend, suspend or terminate the Plan, in accordance with the
provisions of Section 21;
(f) adopt and amend such administrative rules, regulations, procedures
and guidelines governing the Plan and the Agreements as it may deem
necessary in its discretion;
(g) establish all other terms, conditions, restrictions and limitations
applicable to Agreements, including but not limited to those relating
to an Eligible Employee's retirement, death, disability, leave of
absence or any other termination of employment; and
(h) establish the terms, conditions, limitations and restrictions which
will apply to Eligible Employees working outside of the United States,
to the extent necessary to comply with local laws, rules, regulations
and policies.
The Committee shall have the power to correct any defect, supply any
omission or clarify any inconsistency in the Plan and/or in any Agreement and to
take such actions and make such administrative determinations that the Committee
deems appropriate in its discretion. Any decision of the Committee in the
administration of the Plan, as described herein, shall be final, binding and
conclusive on all parties concerned, including the Company, its stockholders,
subsidiaries and all Employees.
The Committee may at any time delegate its responsibilities regarding
the administration of the Plan to another committee or to one or more officers
of the Company. The Committee may not delegate its authority to determine, from
time to time, that the Company shall offer to enter into Agreements.
No member of the Committee shall be personally liable for any action or
determination made with respect to the Plan, except for his or her own willful
misconduct or as expressly provided by statute. The members of the Committee
shall be entitled to indemnification and reimbursement. In the performance of
its functions under the Plan, the Committee shall be entitled to rely upon
information and advice furnished by the Company's officers, accountants, counsel
and any other party the Committee deems necessary, and no member of the
Committee shall be liable for any action taken or not taken in reliance upon any
such advice.
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5. ELIGIBILITY
(a) Only Eligible Employees may participate in the Plan.
(b) No Eligible Employee may enter into an Agreement if such Eligible
Employee, immediately after the Agreement is entered into, owns stock having
five percent (5%) or more of the total combined voting power or value of all
classes of stock of the Company or any Subsidiary. For this purpose, the rules
of Section 424(d) of the Code shall apply in determining the stock ownership of
an Eligible Employee. Stock which may be purchased by an Eligible Employee under
an outstanding Agreement shall be treated as stock owned by the Eligible
Employee.
6. COMMON STOCK
(a) The stock subject to Agreements shall be shares of Common Stock
that have been authorized but unissued, or have been previously issued and
reacquired by the Company, or both. Reacquired shares of Common Stock may
consist of shares of Common Stock purchased in open market transactions. Subject
to adjustment in accordance with the provisions of Section 16, the aggregate
number of shares of Common Stock that may be purchased by Eligible Employees
pursuant to Agreements under the Plan shall not exceed fifty million
(50,000,000) shares.
(b) In the event that any Agreement expires or is terminated for any
reason, any shares of Common Stock which were the subject of such Agreement but
were not thereby purchased may be subject to another Agreement under this Plan
or another agreement entered into under another employee stock purchase or stock
option plan of the Company.
7. NUMBER OF SHARES AN ELIGIBLE EMPLOYEE MAY PURCHASE
(a) The Company may offer to Eligible Employees an election to purchase
up to a certain number of shares of Common Stock as shall have an aggregate
purchase price not in excess of (i) a specified percentage (not to exceed 100%)
of each Eligible Employee's Compensation or (ii) an aggregate purchase price
expressed in U.S. dollars, in each case, as determined by the Committee and
subject to the provisions of Section 423 of the Code. An Eligible Employee may
elect to purchase shares of Common Stock with an aggregate purchase price that
is less than the aggregate purchase price which he or she is eligible to elect
to purchase.
(b) No Eligible Employee may enter into an Agreement permitting the
purchase of shares of Common Stock if such Eligible Employee would thereby have
entered into Agreements under the Plan and/or any other qualified employee stock
purchase plan of the Company and/or its Subsidiaries that would permit such
Eligible Employee to purchase shares of Common Stock with an aggregate Fair
Market Value (determined at the date of grant designated in the Agreement) in
excess of twenty-five thousand dollars
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($25,000) for each calendar year in which any such Agreement with such Eligible
Employee is outstanding at any time. Any Agreement which causes such total to
exceed such limit (determined at the date of grant designated in such Agreement)
shall be null and void to the extent of such excess.
8. OFFERS TO PURCHASE COMMON STOCK
Offers to purchase Common Stock may be made on terms and conditions
established by the Committee, but the purchase price may not be less than
the lesser of:
a) eighty-five percent (85%) of the Fair Market Value of a share
of Common Stock on the date of the Agreement, or
b) eighty-five percent (85%) of the Fair Market Value of a share
of Common Stock on the date of purchase.
Each agreement shall have a stated term, as established by the Committee,
not to exceed twenty-seven (27) months, unless the purchase price is to be
not less than 85% of the Fair Market Value of a share of Common Stock on
the date of purchase. If the purchase price is to be not less than 85% of
the Fair Market Value of a share of Common Stock on the date of purchase,
then the Agreement shall have a stated term, as established by the
Committee, not to exceed five (5) years.
9. ELECTION TO PARTICIPATE
An Eligible Employee's acceptance of an offer to purchase shares of
Common Stock shall be evidenced by the execution and delivery of an Agreement
and such other enrollment documents as may be required by the Committee.
Execution and delivery shall be accomplished by the dates specified in the terms
of the offering, and in such manner as may be approved by the Committee, which
may include electronic signatures and electronic delivery, in accordance with
such rules, regulations and procedures as may be established by the Committee
from time to time for this purpose.
10. PAYROLL DEDUCTIONS
(a) By entering into an Agreement, an Eligible Employee will authorize
the Company or the Designated Subsidiary, as the case may be, to deduct from his
or her Compensation, throughout the duration of such Agreement, commencing on
the date indicated in such Agreement, substantially equal amounts sufficient to
accumulate as of the Closing Date, with allowance for interest accrued thereon
if so determined by the Committee, the aggregate purchase price of the shares of
Common Stock covered by such Eligible Employee's Agreement. Subject to the
provisions of Section 423 of the Code and such rules and administrative
guidelines as the Committee may establish from time to time, an Eligible
Employee may decrease the amount of his or her payroll deductions during the
offering period, including decreasing it to zero, by so notifying the Company in
the manner specified by the Committee.
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(b) If the Company determines that interest will be part of the
offering, the Company will credit interest at a rate which may be calculated by
reference to a formula or another rate, as established by the Committee from
time to time, to the amount held in the Plan account on behalf of each Eligible
Employee. If interest is part of the offering, it will be payable at the time
that Common Stock is purchased under an Agreement or when an Eligible Employee
withdraws the balance held on his or her behalf in the Plan account. Records
shall be maintained showing the amount deducted from each Eligible Employee's
Compensation and the amount of interest, if any, credited to such amount held on
behalf of each Eligible Employee in the Plan account.
11. PAYMENT OF PURCHASE PRICE
Shares of Common Stock purchased under the Plan shall be paid for with:
(a) the amount held in the Plan account on behalf of the Eligible Employee,
including accrued interest, if any; (b) a combination of the amount held in the
Plan account, including accrued interest, if any, together with additional
funds, if necessary, provided by the Eligible Employee in the event of a
purchase of shares of Common Stock; (c) shares of Common Stock owned by the
Eligible Employee for at least six (6) months, if permitted by the Committee, on
such terms and conditions as may be determined by the Committee; or (d) in any
other manner as may be approved by the Committee.
12. DATE OF PURCHASE
Each Agreement shall provide that the shares of Common Stock to be
purchased thereunder will be purchased on the Closing Date provided for in the
Agreement. If the Committee so determines, Agreements also may permit the
Eligible Employee to purchase shares of Common Stock thereunder at such earlier
dates and on such terms and conditions as may be determined by the Committee. If
the Committee so determines, fractional shares may be purchased. If the
Committee determines that fractional shares may not be purchased, any remaining
funds from not purchasing a fractional share will be held in the Plan account
for the Eligible Employee to use to purchase whole shares at the next purchase
date, or will be refunded to the Eligible Employee at the time and in a manner
determined by the Committee.
13. EMPLOYEE'S PURCHASE DIRECTIONS
(a) On the Closing Date, each Eligible Employee will purchase shares of
Common Stock, and the amount held in the Plan account on behalf of the Eligible
Employee, including accrued interest, if any, shall be applied to the purchase
price without further authorization, unless the Eligible Employee requests a
refund of the amount held in the Plan account on his or her behalf, including
accrued interest, if any, prior to the Closing Date in a manner determined by
the Committee.
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(b) If an Eligible Employee desires to purchase fewer than all of the
shares covered by his or her Agreement, such Eligible Employee may do so by
notifying the party determined by the Committee in the manner so provided on or
before the Closing Date. Should the Eligible Employee fail to deliver such
notification, such failure shall be deemed an election by the Eligible Employee
to purchase the number of shares for which such Eligible Employee had enrolled
(and not already purchased) under the Agreement on the Closing Date and to have
the amount held in the Plan account on behalf of the Eligible Employee,
including accrued interest, if any, applied toward such purchase, in accordance
with Section 13(a).
14. TERMINATION OF AGREEMENT
An Eligible Employee may, at any time on or before the Closing Date,
terminate an Agreement in its entirety by giving notice of such termination
delivered in a manner determined by the Committee. Upon such termination, the
Company shall cause the amount held on behalf of such Eligible Employee in the
Plan account, including accrued interest, if any, to be paid to such Eligible
Employee in a manner determined by the Committee and further payroll deductions
shall cease within a reasonable time of notification of such Eligible Employee's
termination of such Agreement. The Committee shall determine the amount of time
that the withdrawn Eligible Employee must wait before he or she may participate
in the Plan again.
15. TERMINATION OF EMPLOYMENT
The Committee shall determine the terms, conditions, restrictions and
limitations applicable to an Agreement in the event of an Eligible Employee's
retirement, death, disability, leave of absence or any other termination of
employment as permitted by the Code.
16. RECAPITALIZATION
The aggregate number, kind and class of shares of Common Stock which
may be purchased by Eligible Employees pursuant to Agreements, the number, kind
and class of shares covered by each Agreement, and the purchase price per share
as established in accordance with each such Agreement all may be equitably
adjusted, as determined by the Committee, due to any changes in the Common Stock
resulting from any stock split, combination or exchange of equity securities,
merger, consolidation, recapitalization, reorganization, divestiture or other
distribution (other than ordinary cash dividends) of assets to stockholders, any
other subdivision or consolidation of shares or other capital adjustment, or the
payment of a stock dividend or other increase or decrease in such shares.
Fractional shares resulting from any such adjustment shall be rounded or paid,
in the discretion of the Committee. The Committee also may make proportional
adjustments in the Agreements of non-insiders in its discretion if an increase
or decrease in the number of issued shares results from events other than those
described in the preceding sentence.
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17. CHANGE OF CONTROL
(a) The Committee may, in its discretion, at any time prior to,
coincident with or after a Change of Control:
(i) provide for the acceleration of any time periods relating
to the purchase of shares of Common Stock so that any shares which are
then subject to an Agreement may be purchased in full on or before a
date fixed by the Committee;
(ii) terminate any outstanding offering and provide for the
payment to each Eligible Employee of the amount held on his or her
behalf in the Plan account, including accrued interest, if any;
(iii) make such adjustments to the shares of Common Stock
covered by any Agreement then outstanding as the Committee deems
appropriate to reflect such transaction or change; or
(iv) cause the Agreements then outstanding to be amended,
assumed or to have new rights substituted therefor by the surviving
corporation in such change.
The Committee may, in its discretion, include such further provisions
and limitations in any Agreement as it may deem equitable and in the best
interests of the Company.
(b) A "Change of Control" shall be deemed to occur if and when:
(i) any person, including a "person" as such term is used in
Section l4(d)(2) of the 1934 Act (a "Person") is or becomes a
beneficial owner (as such term is defined in Rule l3d-3 under the 1934
Act), directly or indirectly, of securities of the Company representing
twenty-five percent (25%) or more of the combined voting power of the
Company's then outstanding securities;
(ii) any transaction occurs with respect to the Company which
is subject to the prior notice requirements of the Change in Bank
Control Act of 1978;
(iii) any transaction occurs with respect to the Company which
will require a "company" as defined in the Bank Holding Company Act of
1956, as amended, to obtain prior approval of the Federal Reserve
Board;
(iv) any plan or proposal for the liquidation of the Company
is adopted by the stockholders of the Company;
(v) individuals who, as of the date hereof, constitute the
Board (the "Incumbent Board") cease for any reason to constitute at
least a majority of the
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Board; provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for
election by the Company's stockholders, was approved by a vote of at
least a majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of either an
actual or threatened election contest (as such terms are used in Rule
l4a-ll of Regulation l4A promulgated under the 1934 Act) or other
actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board;
(vi) all or substantially all of the assets of the Company are
sold, liquidated or distributed; or
(vii) there occurs a reorganization, merger, consolidation or
other corporate transaction involving the Company (a "Transaction"), in
each case, with respect to which the stockholders of the Company
immediately prior to such Transaction do not, immediately after the
Transaction, own more than fifty percent (50%) of the combined voting
power of the Company or other corporation resulting from such
Transaction.
Any good faith determination by the Committee as to whether a Change of
Control within the meaning of this Section has occurred shall be conclusive and
binding for all purposes.
18. ASSIGNABILITY
No Agreement may be assigned or transferred except by will or by the
laws of descent and distribution, unless otherwise determined by the Committee.
During the lifetime of an Eligible Employee who is a party to an Agreement, only
the Eligible Employee may purchase the shares of Common Stock covered by such
Agreement.
19. RIGHTS AS A STOCKHOLDER
An Eligible Employee who is a party to an Agreement entered into under
the Plan shall have no rights as a stockholder with respect to shares of Common
Stock covered by such Agreement until the date the Eligible Employee becomes the
holder of record of such shares. No adjustment will be made for dividends or
other rights for which the record date is prior to such date of purchase.
20. COMPLIANCE WITH SECTION 423 OF THE CODE
All Agreements entered into and all transactions that occur under this
Plan are intended to comply with all applicable requirements of Section 423 of
the Code, and, with respect to persons subject to Section 16 of the 1934 Act,
with the conditions of Rule l6b-3 of the 1934 Act. To the extent any provision
of the Plan or any Agreement fails to so
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comply, such provision shall be deemed invalid and shall be omitted from the
Agreements to the extent permitted by law and deemed advisable by counsel, and
remaining terms of the Plan and such Agreements shall not be affected thereby.
If Section 423 of the Code is subsequently amended in any way which would alter
the benefits generally available under a Section 423 plan, then the Committee
may amend this Plan to conform to such amendment to the Code, provided such
amendment would not disqualify the Plan under the provisions of Section 423 of
the Code.
21. AMENDMENT AND TERMINATION
The Committee may from time to time amend, suspend, or terminate the
Plan in whole or in part or amend any and all Agreements granted under the Plan
to the extent permitted by law and provided such action is not prohibited by
Section 423 of the Code. However, no such action of the Committee may be taken
without the approval of the Board and/or the stockholders, if Board and/or
stockholder approval would be required under then applicable law.
22. APPLICATION OF FUNDS
The proceeds received by the Company from the sale of Common Stock
pursuant to Agreements entered into under the Plan will be used for general
corporate purposes.
23. TAX WITHHOLDING
Any amounts to be paid or shares to be delivered to any Eligible
Employee under the Plan shall be reduced by any sums required by law to be
withheld by the Company for payment of taxes, and the Company may, in a manner
determined by the Committee: (a) withhold such shares from the shares of Common
Stock purchased by each Eligible Employee; (b) withhold and sell such shares of
Common Stock purchased by each Eligible Employee; (c) deduct the amount from the
amount held in the Plan account on behalf of such Eligible Employee, including
accrued interest, if any; (d) deduct the amount from such Eligible Employee's
compensation; or (e) allow an Eligible Employee to pay such taxes in cash. The
value of any shares of Common Stock allowed to be withheld or tendered for tax
withholding may not exceed the amount allowed consistent with fixed plan
accounting in accordance with generally accepted accounting principles.
24. GOVERNING LAW
The Plan and all Agreements shall be construed in accordance with and
governed by the laws of the State of Delaware.
25. EMPLOYMENT AT WILL
This document is neither a contract nor a guarantee of continued
employment for any definite period of time. An Employee's employment is always
on an at-will basis.
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26. ARBITRATION
All claims and disputes between an Employee and the Company or any
Subsidiary or Designated Subsidiary arising out of the Plan or any Agreement
shall be submitted to arbitration in accordance with the then current
arbitration policy of the Company or, if the Subsidiary or Designated Subsidiary
with whom the Employee is employed has adopted an arbitration policy, the
arbitration policy of such Subsidiary or Designated Subsidiary. Notice of demand
for arbitration shall be given in writing to the other party and shall be made
within a reasonable time after the claim or dispute has arisen. The award
rendered by the arbitrator shall be made in accordance with the provisions of
the Plan, shall be final and judgment may be entered upon it in accordance with
applicable law in any court having jurisdiction thereof. The provisions of this
Section 26 shall be specifically enforceable under applicable law in any court
having jurisdiction thereof.
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