exhibit10-35.htm


    Exhibit
10.35

     

    [Citi
Letterhead]

     

    June 9, 2008

     

    PRIVATE &
CONFIDENTIAL

     

    Alberto
Verme
Global Co-Head
Investment Banking 
Citigroup
Suite 701, Level 7, Bldg 2 DIFC 
P.O. Box
506560, Dubai

     

    Dear
Alberto:

     

    Global Expatriate Assignment – Letter of
Understanding

     

    On behalf of Global
Mobility, I am pleased to confirm the terms and conditions relating to your
expatriate assignment to the Investment Banking Division in U.A.E. Your assignment
is scheduled to commence on July 1, 2008, subject to your obtaining the
appropriate work permit/visa approvals. Citigroup will assist you and your
family in obtaining the appropriate documents.

     

    During your
expatriate assignment, your salary and benefits will be controlled exclusively
by and administered solely under the terms and conditions of the expatriate
program. Therefore, you are not eligible for any benefits or salary provided
locally in U.A.E. However, you will be subject to certain local practices, such
as office holiday schedules, and restrictions in certain countries on
participation in Citigroup equity compensation and investment
programs.

     

    The following is a
general summary of the key elements of the expatriate policy and benefit plans
that apply to your assignment. Other than in relation to the provisions on
duration of assignment and notice (see below), in the event of any inconsistency
between the following summary and the applicable policy or plan, the terms and
conditions of the applicable policy or plan shall control and govern for the
period of your expatriate assignment.

     

    Attached is a
preliminary salary worksheet, which will provide you with an estimate of your
compensation and allowances under the expatriate program. Allowances fluctuate
based on various conditions, including exchange rates. Refer to the applicable
Expatriate Handbook for details.

     

    DURATION AND REASON FOR
ASSIGNMENT

     

    It is anticipated
that the length of your assignment to fill a specific need with the Investment
Banking Division as a Global Co-Head will not exceed three years, subject to
business needs and circumstances in each case, and to the notice provisions set
out in this letter below. If your assignment extends beyond three years, during
the fourth year, your business in its sole discretion may extend your expatriate
assignment or begin to explore other options, including but not limited to,
termination of your assignment (see notice provisions below). Citigroup may, on
termination of your assignment, at its sole discretion, offer you the
opportunity to either become a local employee, repatriate to your original
sending country, or take another expatriate assignment in another
country.

     

    

    
    


    Page 2 of
7

     

    This letter is
not an employment contract or a guarantee to employ you for any definite period
of time or at any place at any time. To the extent legally permissible, your
employment at all times is on an “at-will” basis.

     

    SALARY

     

    At the start of
your assignment, your annual gross base salary will be US$225,000 and your job
level is Managing Director.

     

    For the
duration of your assignment to the Investment Banking Division in U.A.E, your
salary will be maintained in US Dollars.

     

    You should
refer to the Compensation section of the Expatriate Handbook for further
information relating to the terms and conditions that apply to your salary and
any other discretionary benefits you may be eligible to receive during your
expatriate assignment.

     

    Any
remuneration received under the terms of this letter will be subject to such
deductions as are required by law, as well as any amounts required in accordance
with the expatriate remuneration policy (such as hypothetical taxes and housing
charges referred to below.)

     

    EXPATRIATE
HANDBOOK

     

    All of the
benefits and allowances outlined in this letter are subject to certain limits
and specific definitions. These explanations of other benefits provided to you
during your assignment, and responsibilities associated with your expatriate
assignment, are set forth in the applicable Expatriate Handbook, which is
available on the Global Mobility Web site on the Human Resources Intranet. The
Global Mobility Web site address is:
http://globalmobility.citigroup.net/

     

    In the handbook, you will find
guidelines on:

     

    	Moving and relocation
  procedures (shipment of goods, shipment of pets, temporary living,
  etc.); 
        
	Goods and services differential
  and moving allowance;
        
	Education allowances and
  assistance for your dependent children;
        
	Home leave (if applicable);
        
	Vacation schedules and
  procedures;
        
	Automobile assistance (if
  applicable) and language training;
        
	Pre-assignment medical
  examinations and check-ups; 


    

    
    


    Page 3 of
7

    	Change in family status
  policies;
        
	Emergency leave and evacuation
  procedures, should those be necessary; and
        
	Termination of employment or
  resignation. 


    You’ll also
find a detailed description of Citigroup’s tax equalization and tax protection
policies.

     

    HYPOTHETICAL TAX WITHHOLDING AND
HYPOTHETICAL HOUSING CHARGES

     

    •  Actual and Hypothetical
Taxes
Citigroup will pay all income taxes to all taxing jurisdictions on total
Citigroup compensation paid during your expatriate assignment. During this same
period, Citigroup will deduct hypothetical taxes from your expatriate salary
each month. You are also responsible for hypothetical tax on any Citigroup
equity income during your assignment (e.g., stock option exercise gains and the
value of stock awards at vesting). Hypothetical taxes, calculated on your
Citigroup compensation, are based on United States income tax. You will be
responsible for all actual taxes due on any non-Citigroup income, but you may be
entitled to claim a limited right to tax protection for such income, as more
fully explained in the applicable Expatriate Handbook.

     

    The benefits
described in the Expatriate Handbook and summarized elsewhere herein, for which
you may be eligible as a participant in the expatriate program, including the
tax equalization policy, will at all times be subject to the terms of the
expatriate program then in effect. These benefits are broadly designed to limit
as far as reasonably possible your out-of-pocket costs for certain living
expenses, including income taxes, to what you would have paid had you been an
employee under local terms and conditions in your compensation country. To
ensure the fair and equitable administration of these policies, you agree to
assume the following responsibilities:

     

    •  Payment of Tax Obligations to
Citigroup
You agree to pay Citigroup any outstanding hypothetical taxes within 30
days of the date of your final tax reconciliation statement for the year (the
“Due Date”). Payments not received by the Due Date will be subject to additional
interest charges and penalties.

     

    •  Filing Tax
Returns
You agree to cooperate with PwC in preparing any required income tax
returns including providing PwC with any required information in a timely manner
and ensuring that it is complete and accurate in all material respects. You will
be liable for any charges, penalties and interest assessed by the taxing
authorities as a result of any untimely or inaccurate
submissions.

     

    

    
    


    Page 4 of
7

     

    •  Notice and Right of
Offset
If you cannot meet any of these tax related obligations within the time
provided, you agree to notify Citigroup in writing as soon as reasonably
practicable, fully describing the reasons for your non-compliance. Depending on
the circumstances, Citigroup may, at its discretion, offer you an adjusted
payment schedule (but shall be under no obligation to do so). However, if any
amounts due hereunder remain unpaid for 120 days after the Due Date and a
re-payment schedule has not been agreed to by you and Citigroup in writing, you
hereby consent to the deduction of any such sums owing by you to Citigroup from
your salary, any allowances, reimbursements or any other payment or payments due
to you from Citigroup or any associated company. You hereby also agree to make
immediate payment of any such sums owed by you to Citigroup or any associated
company upon demand.

     

    •  Hypothetical Housing
Charges
Citigroup will deduct a hypothetical housing cost from your expatriate
pay each month. Hypothetical housing costs represent an independent estimate of
the average expense of housing in New York for a person at your salary level and
family size. This deduction can change when there is a change in your base
salary and also annually based upon survey data provided by an independent
consultant. You agree to this deduction from your pay and acknowledge that it
may be less than or may exceed the housing allowance described below, based on
housing costs in your assignment location relative to average housing costs in
New York.

     

    SPECIFIC EXPATRIATE ASSIGNMENT
ALLOWANCES

     

    Listed below
are the major expatriate allowances. Citigroup will pay any taxes due on these
allowances.

     

    •  Housing
Allowance
Citigroup will pay a housing and utility allowance designed to cover the
cost of housing in your assignment country. This amount is based on your family
size (which includes only those who accompany you on assignment) and is limited
to an amount determined for your country of assignment. The allowance is subject
to periodic reviews and may change based upon survey data provided by an
independent consultant. Any rental and utility costs in excess of the country
allowance for your family size is your responsibility.

     

    Citigroup will
pay all taxes incurred on this housing allowance.

     

    •  Moving
Allowance
At the beginning of your assignment, you will receive a one-time lump-sum
moving allowance of US$10,000 to cover some of your incidental moving
expenses.

     

    •  Goods and Services
Differential
To cover the difference in the cost of
goods and services between New York and Dubai, a Goods and Services (G&S)
Differential will be paid to you, if applicable, as a tax-free monthly payment.
The amount provided can change monthly depending on inflation, foreign exchange
rates, salary and family size. It is paid only if the cost of goods and
services, as determined by our outside consultant, exceed the costs in New
York.

     

    

    
    


    Page 5 of
7

     

    •  Hardship
Allowance
Due to living conditions in Dubai, you are eligible for a hardship
allowance. The amount of the allowance is a variable percentage of your base
salary (capped at $150,000), which for your assignment location is currently 10%
per month. Hardship allowances are reviewed periodically (generally, annually)
and are therefore subject to change. Citigroup will pay any taxes due on this
allowance.

     

    EMPLOYMENT
STATUS

     

    During the term
of your assignment you will not be an employee of CGML Dubai or Citibank NA
Dubai Branch. You shall remain an employee of the Citigroup employing entity as
set out in your employment contract which will be lending your services to the
Investment Banking Division of CGML Dubai pursuant to an inter-company agreement
for the supply of employee services.

     

    EMPLOYEE BENEFITS AND COUNTRIES
DEFINED

     

    •  Employee
Benefits
Throughout your assignment, you will be eligible for the expatriate
health and insurance program, which includes medical and dental
coverage.

     

    Information on
your various benefits will be provided to you under separate
cover.

     

    •  Countries
Defined
Your expatriate assignment will typically impact more than one
jurisdiction. In order to facilitate the best possible management of
expatriate-related benefits, the countries to which you have a relationship
during your assignment are specified as follows:

     

    Your assignment country is U.A.E. and your
compensation country is the United
States.

     

    Your pension country is the United States.
You will continue to be covered under the current retirement plan for your
pension country for which you are eligible (if any). Generally, you will not be
eligible for any company or government provided benefits in your assignment
country, unless required by law. You will remain eligible for other mandatory or
government social/welfare programs in your pension country to the extent legally
possible.

     

    Your home
leave country is United States and is the country to which you and
your family may take your annual home leave.

     

    

    
    


    Page 6 of
7

     

    Your principal
residence is located in the United States, which is defined as your property management
country.

     

    The country to
which you are expected to return at the end of your expatriate assignment is the
United States, which is defined as your return country. Citigroup will make a
reasonable effort to find you a suitable position within Citigroup upon your
return to this country. However, you accept that Citigroup does not guarantee
you reinstatement to your pre-assignment position (or any other position of
employment) in this country or anywhere else in the world.

     

    VARIATION OR TERMINATION OF POLICY
AND/OR TERMS OF ASSIGNMENT

     

    Citigroup
reserves the right to modify, amend and/or discontinue any of the terms and
conditions of the policies or programs described in this letter and/or the
Expatriate Handbook, or any other aspect of the expatriate program, at any time
and from time to time. Citigroup also maintains and you acknowledge by signing
below, that the place of work is not an essential element of the employment
relationship and can be changed by the company, in its sole
discretion.

     

    NOTICE

     

    Your employment
may be terminated in accordance with the notice provisions set out in your
contract of employment.

     

    You should
refer to the notice section of the Expatriate Handbook for further information
relating to the terms and conditions that apply to the termination of your
employment (by Citigroup or by you) during your expatriate
assignment.

     

    DATA PRIVACY

     

    By signing this
letter, you agree that Citigroup, any Associated Company and/or third parties
may in connection with your employment and/or your expatriate assignment (during
and after termination), process personal data (including sensitive personal
data) for the purposes of managing your employment and assignment arrangements
(for example, for the provision of benefits to you), for compliance with legal
and regulatory obligations (including, but not limited to, the prevention and
detection of crime and anti-terrorism), for the purpose of Citigroup’s business
or other legitimate interests or as otherwise required or permitted by law or
regulation. Because of the international nature of an expatriate assignment,
your personal data will, subject to applicable law, be transferred
internationally to other countries worldwide for the purposes of managing your
international assignment. This may mean that personal data is transferred to
countries, such as the United States, where the data servers are located. Each
country provides different standards of legal protection of personal
data.

     

    

    
    


    Page 7 of
7

     

    SIGNATURE

     

    Please sign and date two copies of this letter and return one copy to me
and retain the other copy for your records. By signing below, you agree to the
terms of the expatriate program and your assignment as summarized and set forth
in this letter and the Expatriate Handbook, which you acknowledge that you have
read and understood.

     

    I wish you much
success in your new assignment.

     

    Sincerely,

     

    /s/ Abdulla
Edham,
Human
Resources Head – Middle East

     

     

     

    
      	Accepted by: /s/ Alberto Verme 	Date: June 24, 2008 


    


     

     

    Attachments:
Preliminary Compensation Statement

     

    

    
    



    
      	   PREPARED BY:	     	Jo Tolchard	     	DATE:	   	10/06/2008
	   NAME:	
            	ALBERTO VERME	
            	
            	
            	  


    


    
      	EXPATRIATE PAY STATEMENT ESTIMATES
	 
	PLEASE NOTE: ESTIMATE WILL NOT EQUAL
      YOUR ACTUAL NET PAY, SINCE MEDICAL AND
	DENTAL
      DEDUCTIONS, INSURANCE, STOCK PURCHASE PLANS, ETC., ARE NOT
    INCLUDED.


    

    
      	 
	
            	
            	MONTHLY	     	ANNUAL
	   TAXABLE EARNINGS	
            	
            	
            	
            
	                                                       
      BASE SALARY	
            	$18,750.00	
            	$225,000.00
	                                                       
      TAXABLE EARNING	
            	
            	
            	
            
	                                                       
      TAXABLE BONUS	
            	
            	
            	
            
	   NON-TAXABLE EARNINGS	
            	
            	
            	
            
	                                                       
      HARDSHIP ALLOW	
            	$1,250.00	
            	$15,000.00
	                                                       
      GOODS/SVCS ALLOW	
            	$1,036.30	
            	$12,435.57
	   HYPO CHARGES	
            	
            	
            	
            
	                                                       
      HYPO TAX-FEDERAL	
            	($-3,104.72)	
            	($-37,256.58)
	                                                       
      HYPO TAX-STATE	
            	($-1,151.15)	
            	($-13,813.78)
	                                                       
      HYPO FICA SS	
            	($-527.00)	
            	($-6,324.00)
	                                                       
      HYPO FICA MED	
            	($-271.88)	
            	($-3,262.50)
	                                                       
      HYPO NY HOUSING	
            	($-3,003.33)	
            	($-36,040.00)
	  
	   NET PAY
      IN USD	
            	$12,978.23	
            	$155,738.71


    

     

       A
RELOCATION ALLOWANCE OF USD 10,000 WILL BE CREDITED TO YOUR ACCOUNT AT THE
APPROPRIATE TIME. 

     

       CIGNA EMPLOYEE CONTRIBUTIONS
BASED ON A FAMILY SIZE OF 4
   MEDICAL USD $496 PER MONTH 
   DENTAL USD $44.18 PER MONTH