exhibit10-31.htm


    Exhibit 10.31

     

    [FORM OF 2009
CITI STOCK PAYMENT PROGRAM NOTIFICATION]

     

    2009 Citi Stock
Payment Program Notification

     

    1. Stock Payment
Notification. Citigroup Inc.
(“Citigroup”) hereby notifies {NAME} (the
“Participant”), of the award of the stock payment
summarized below, pursuant to the terms of the 2009 Citi Stock Payment Program (the “Program”) and the Citigroup 2009 Stock Incentive
Plan, as it may be amended from time to time (the “Plan”). The terms, conditions and
restrictions of your stock payment are contained in this Stock Payment
Notification, including the attached Appendices (together, the “Notification”), and are summarized, along with
additional information, in the 2009
Citi Stock Payment Program prospectus
dated November 1, 2009, and any applicable prospectus supplements (together, a “Prospectus”).

     

    2. Stock Payment Award
Summary*

     

    
      	Award Date:	November 30, 2009
	Number of Shares:	{#
      SHARES}
	Vesting Date:	November 30, 2009
	Transfer Dates:	See the Transfer Date Appendix


    


    CITIGROUP
INC.

     

     

     

    
      	By:  	 
	
            	[Name]
	
            	[Title]


    


    *The terms,
conditions and restrictions applicable to your stock payment, including the
transfer restrictions applicable to your stock payment, are contained in this
Notification, which includes the Appendices hereto, and are also summarized in
the Prospectus. 

     

    .

     

    

    
    


    CITI STOCK
PAYMENT PROGRAM NOTIFICATION APPENDIX

     

    This Appendix
constitutes part of the Stock Payment Notification (the “Notification”) and is applicable to the stock payment
award summarized on the first page of this Notification. This Appendix sets
forth the terms and conditions and other information applicable to the award of
a stock payment made to Participant under the Program, as described in the Stock
Payment Award Summary on page 1. Awards of stock payments are hereinafter
referred to as “Awards”. All Awards are denominated in shares
of Citigroup common stock, par value $.01 per share (referred to herein as
“shares” or “Citigroup stock”). The “Company”, for purposes of this Notification,
shall mean Citigroup and its subsidiaries that participate in the
Program.

     

    1. Terms and Conditions.
The terms,
conditions, and restrictions of the Award are set forth below. Certain of these
provisions, along with other important information, are summarized in the
2009 Citi Stock Payment Program prospectus dated November 1,
2009, and any
applicable prospectus supplement (together, the “Prospectus”). The terms, conditions, and
restrictions of the Award include, but are not limited to, provisions relating
to amendment, restrictions on the transfer of shares subject to an Award, and
additional restrictions or a potential modification or waiver of Participant’s
rights to the shares subject to an Award, if required by the applicable
provisions of the Emergency Economic Stabilization Act of 2008, or the terms of
any relief provided thereunder that regulate Citigroup’s policies and practices
with respect to corporate governance and executive compensation, as further
described below.

     

    Any monetary value assigned to an Award
in any communication regarding the Award is contingent, hypothetical, and for
illustrative purposes only and does not express or imply any promise or intent
by the Company to deliver, directly or indirectly, any certain or determinable
cash value to Participant. Participant understands that the Award is expressly
made in lieu of the payment of cash salary.

     

    2. Distribution Date. Subject to Section 4 below, vested shares
subject to an Award will be distributed to Participant as soon as is reasonably
practicable after the applicable transfer dates indicated in
the Stock Payment Award Summary on page 1.

     

    3. Fractional Shares. Fractional shares shall be treated in the
manner described in the Prospectus.

     

    4. Transfer Dates. Prior to the transfer dates indicated in
the Transfer Date Appendix, attached hereto, the shares subject to an Award may
not be sold, pledged, hypothecated, assigned, margined or otherwise transferred,
and no such shares or interest or right therein shall be subject to the debts,
contracts or engagements of Participant or his or her successors in interest or
shall be subject to disposition by transfer, alienation, anticipation, pledge,
encumbrance, assignment or any other means whether such disposition be voluntary
or involuntary or by operation of law, by judgment, lien, levy, attachment,
garnishment or any other legal or equitable proceedings (including bankruptcy or
divorce), and any attempted disposition thereof shall be null and void, of no
effect, and not binding on the Company in any way.

     

    5. Stockholder Rights.
Participant shall
have the same rights as a stockholder of Citigroup over any shares covered by an
Award, except as described in Section 4 regarding the application of transfer
restrictions.

     

    6. Consent to Electronic Delivery.
In lieu of receiving
documents in paper format, by accepting an Award Participant agrees, to the
fullest extent permitted by law, to accept electronic delivery of any documents
that Citigroup may be required to deliver (including, but not limited to,
prospectuses, prospectus supplements, payment notifications and agreements,
account statements, annual and quarterly reports, and all other forms or
communications) in connection with an Award. Electronic delivery of a document
to Participant may be via a Company e-mail system or by reference to a location
on a Company intranet site to which Participant has access.

     

    7. Plan Administration.
The Award described
in this Notification has been granted subject to the terms of the Plan, and the
shares deliverable to Participant in connection with an Award will be from the
shares available for grant pursuant to the terms of the Plan. This Notification
(including the Appendices) constitutes an Award Agreement pursuant to
Section 14 of the Plan.

     

    2

     

    

    
    


    8. Taxes and Tax Residency Status.
By accepting an
Award, Participant agrees to pay all applicable income and/or social taxes and
file all required tax returns in all jurisdictions where Participant is subject
to tax and/or an income tax filing requirement. If Participant is an employee in
one of Citigroup’s expatriate programs, he or she agrees to pay all applicable
income and/or social taxes and file all tax returns in accordance with the
applicable expatriate policy.

     

    9. Entire Agreement; No Right to
Employment. The
Prospectus and the Notification constitute the entire understanding between the
Company and Participant regarding the Award and supersede all previous written,
oral, or implied understandings between the parties hereto about the subject
matter hereof, including any written or electronic agreement, election form or
other communication to, from or between Participant and the Company. Nothing
contained herein, in the Plan, or in any Prospectus shall confer upon
Participant any rights to continued employment or employment in any particular
position, at any specific rate of compensation, or for any particular period of
time.

     

    10. Amendment. The Personnel & Compensation
Committee of the Board of Directors of Citigroup (the “Committee”) may in, its
sole discretion, modify, amend, terminate or suspend the Award or the Program at
any time, except that no termination, suspension, modification or amendment of
the Award or the Program shall (i) cause the Award or the Program to become
subject to, or violate, Section 409A of the Code, or (ii) adversely affect
Participant’s rights with respect to the Award, as determined by the Committee,
without Participant’s written consent.

     

    11. Arbitration; Conflict; Governing Law.
Any disputes related
to an Award shall be resolved by arbitration in accordance with the Company’s
arbitration policies. In the absence of an effective arbitration policy,
Participant understands and agrees that any dispute related to an Award shall be
submitted to arbitration in accordance with the rules of the American
Arbitration Association, if so elected by the Company in its sole discretion. In
the event of a conflict between the Prospectus and this Notification, this Notification shall
control. In the event of a conflict between this Notification and the Plan, the
Plan shall control. This Notification shall be governed by the laws of the State
of New York (regardless of
conflict of laws principles) as to all matters, including, but not limited to,
the construction, application, validity and administration of the
Program.

     

    12. Compliance with Emergency Economic
Stabilization Act of 2008. If Participant and any Award governed by this Notification are subject to
Section 111 of the Emergency Economic Stabilization Act of 2008, as amended, and
any regulations, determinations or interpretations that may from time to time be
promulgated thereunder (“EESA”), then any Award provided for by this
Notification must comply with EESA, and that this Notification shall be
interpreted or reformed to so comply. If the making of any Award pursuant to
this Notification would violate EESA, or if the making of such Award may in the
judgment of the Company limit or adversely impact the ability of the Company to
participate in, or the terms of the Company’s participation in, the Troubled
Asset Relief Program, the Capital Purchase Program, or to qualify for any other
relief under EESA, Participant shall be deemed to have waived his or her right
to such Award. In addition, if applicable, the Award will be subject to
forfeiture or repayment if the Award is based on performance metrics that are
later determined to be materially inaccurate. If applicable, Participant also
hereby grants to the U. S. Treasury (or other body of the U.S. government) and
to the Company a waiver releasing the U.S. Treasury (or other body) and the
Company from any claims that Participant may otherwise have as a result of the
issuance of any regulations, determinations or interpretations that adversely
modify the terms of the Award or any benefits plans, arrangements and agreements
to eliminate any provisions that would not be in compliance with the executive
compensation and corporate governance requirements of Section 111 of EESA and
any regulations, determinations or interpretations that may from time to time be
promulgated thereunder, or any securities purchase agreement or other agreement
entered into between the Company and the U.S. Treasury (or other body) pursuant
to EESA.

     

    13. Disclosure Regarding Use of Personal
Information and Participant’s Consent.

     

         (a) Definition and Use of “Personal Information.” In connection with the grant of this
Award, or any other equity program, and the implementation and administration of
any such program, including, without limitation, Participant’s actual
participation, or consideration by the Company for potential future participation, in any program at any
time, it is or may become necessary for the
Company to collect, transfer, use, and hold certain personal
information regarding Participant in and/or outside of Participant’s
home country.

     

    3

     

    

    
    


    The “personal information” that Citigroup may collect, process,
store and transfer for the purposes outlined above may include Participant’s
name, nationality, citizenship, tax or other residency status, work
authorization, date of birth, age, government/tax identification number,
passport number, brokerage account information, GEID or other internal
identifying information, home address, work address, job and location history,
compensation and equity award information and history, business unit, employing
entity, and Participant’s beneficiaries and contact information. Participant may
obtain more details regarding the access and use of his/her personal
information, and may correct or update such information, by contacting his/her
human resources representative or local equity coordinator.

     

    Use, transfer,
storage and processing of personal information, electronically or otherwise, may
be in connection with the Company’s internal administration of its equity
programs, or in connection with tax or other governmental and regulatory
compliance activities directly or indirectly related to an equity program. For
such purposes only, personal information may be used by third parties retained
by the Company to assist with the administration and compliance activities of
its equity programs, and may be transferred by the company that employs (or any
company that has employed) Participant from Participant’s home country to other
Citigroup entities and third parties located in the United States and in other
countries. Specifically, those parties that may have access to Participant’s
information for the purposes described herein include, but are not limited to,
(i) human resources personnel responsible for administering the equity programs,
including local and regional equity coordinators, and global coordinators
located in the United States; (ii) Participant’s U.S. broker and equity account
administrator and trade facilitator; (iii) Participant’s U.S., regional and
local employing entity and business unit management, including Participant’s
supervisor and his/her superiors; (iv) the Committee or its designee, which is
responsible for administering the Plan; (v) Citigroup’s technology systems
support team (but only to the extent necessary to maintain the proper operation
of electronic information systems that support the equity programs); and (vi)
internal and external legal, tax and accounting advisors (but only to the extent
necessary for them to advise the Company on compliance and other issues
affecting the equity programs in their respective fields of expertise). At all
times, Company personnel and third parties will be obligated to maintain the
confidentiality of Participant’s personal information except to the extent the
Company is required to provide such information to governmental agencies or
other parties. Such action will always be undertaken only in accordance with
applicable law.

     

         (b)
Participant’s Consent.
BY ACCEPTING THIS
AWARD, PARTICIPANT EXPLICITLY CONSENTS (I) TO THE USE OF PARTICIPANT’S PERSONAL
INFORMATION FOR THE PURPOSE OF BEING CONSIDERED FOR PARTICIPATION IN FUTURE
EQUITY AWARDS OR PAYMENTS (TO THE EXTENT HE/SHE IS ELIGIBLE UNDER APPLICABLE
PROGRAM GUIDELINES, AND WITHOUT ANY GUARANTEE THAT ANY AWARD OR PAYMENT WILL BE
MADE); AND (II) TO THE USE, TRANSFER, PROCESSING AND STORAGE, ELECTRONICALLY OR
OTHERWISE, OF HIS/HER PERSONAL INFORMATION, AS SUCH USE HAS OCCURRED TO DATE,
AND AS SUCH USE MAY OCCUR IN THE FUTURE, IN CONNECTION WITH THIS AWARD OR ANY
OTHER PAYMENT OR EQUITY AWARD, AS DESCRIBED ABOVE.

     

    ***

     

    4

     

    

    
    


    TRANSFER
DATE APPENDIX

     

    This Appendix
constitutes part of the Stock Payment Notification (the “Notification”) and is applicable to the stock payment
award summarized on the first page of this Notification. This Appendix sets
forth the transfer dates for the award of a stock payment made to Participant
under the Program, as described in the Stock Payment Award Summary on page
1.

     

    
      	Transfer Date
    Assuming
	No TARP
      Repayment*
	 
	{# of shares} on Jan 20,
    2011
	{# of shares} on Feb 20,
    2011
	{# of shares} on Mar 20,
    2011
	{# of shares} on Apr 20,
    2011
	{# of shares} on May 20,
    2011
	{# of shares} on Jun 20,
    2011
	{# of shares} on July 20, 2011
	{# of shares} on Aug 20, 2011
	{# of shares} on Sep 20, 2011
	{# of shares} on Oct 20,
    2011
	{# of shares} on Nov 20, 2011
	{# of shares} on Dec 20, 2011
	 
	{# of shares} on Jan 20,
    2012
	{# of shares} on Feb 20,
    2012
	{# of shares} on Mar 20,
    2012
	{# of shares} on Apr 20,
    2012
	{# of shares} on May 20,
    2012
	{# of shares} on Jun 20,
    2012
	{# of shares} on July 20, 2012
	{# of shares} on Aug 20, 2012
	{# of shares} on Sep 20, 2012
	{# of shares} on Oct 20,
    2012
	{# of shares} on Nov 20, 2012
	{# of shares} on Dec 20, 2012
	 
	{# of shares} on Jan 20,
    2013
	{# of shares} on Feb 20,
    2013
	{# of shares} on Mar 20,
    2013
	{# of shares} on Apr 20,
    2013
	{# of shares} on May 20,
    2013
	{# of shares} on Jun 20,
    2013
	{# of shares} on July 20, 2013
	{# of shares} on Aug 20, 2013
	{# of shares} on Sep 20, 2013
	{# of shares} on Oct 20,
    2013
	{# of shares} on Nov 20, 2013
	{# of shares} on Dec 20, 2013


    


    * If the Company repays
its obligations under the Troubled Asset Relief Program, or TARP, any shares
that would have become transferable within one year following the repayment date
may be sold or transferred on the repayment date, and the transfer dates for the
remaining installments shall be accelerated by one year. 

     

    5