Exhibit 10.02


 


[CITI LETTERHEAD]


 


22
April 2008


 


PRIVATE &
CONFIDENTIAL


 


Ajaypal Banga


Chief Executive Officer


Citigroup


New York


USA


 


Dear Mr. Banga:


 


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 Asia Pacific Region including Japan in Hong Kong.  Your assignment is scheduled to commence on 1st May 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 Hong Kong.  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 Asia Pacific Region including Japan as a Chief
Executive Officer 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.


 


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$500,000 and your job level
is Chief Executive Officer.


 


For the duration of your
assignment to Asia Pacific Region including Japan in Hong Kong, 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
GEOS Web site on the Human Resources Intranet. The GEOS Web site address is:
http://expatriate.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;


 


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·                  Automobile assistance (if applicable) and
language training;


·                  Pre-assignment medical examinations and
check-ups;


·                  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.


 


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·                  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$7,500
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 Hong Kong, a Goods and Services (G&S) Differential will be paid to
you, if applicable, as a 


 


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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.


 


EMPLOYMENT STATUS


 


During the term of your
assignment you will not be an employee of Citibank, N.A. in Hong Kong.  You shall remain an employee of the Citigroup employing entity as set out in
your employment contract which will be lending your services to
Citibank, N.A. in Hong Kong 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 Hong Kong and your compensation
country is the United States.


 


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


 


Your principal residence
is located in USA, 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 USA, 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 


 


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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.


 


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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/ Laura McVeigh

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Expatriate Coordinator

  	
   

  	
   

  
	
  Global Expatriate
  Operations and Services

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Accepted by:

  	
  /s/ Ajaypal Banga

  	
   

  	
  Date: May 6, 2008

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Attachments:

  	
  Preliminary
  Compensation Statement

  	
   

  	
   

  



 


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EXPATRIATE
PAY STATEMENT ESTIMATE


 


	
  NAME:

  	
  Ajaypal Banga 

  	
  GEID:

  	
   

  
	
  HOME LOCATION:

  	
  New York 

  	
  HOST LOCATION:

  	
  Hong
  Kong

  
	
  MARITAL STATUS.

  	
   

  	
  TAX EXEMPTIONS:

  	
   

  
	
  STAFF TYPE:

  	
  Global

  	
  HARDSHIP ALLOW%:

  	
  0

  



 


This
is a preliminary salary worksheet. It provides an estimate of your compensation
and allowances under the expatriate program. This statement is an estimate of
net pay. It does not include voluntary deductions such as medical, dental
and/or stock purchase. Allowances fluctuate based on various conditions,
including exchange rates. For additional details, please refer to the
Expatriate Handbook.


 


	
   

  	
   

  	
   

  	
   

  	
  Monthly

  	
   

  	
  Annual

  
	
  TAXABLE
  EARNINGS

  	
   

  	
  BASE
  SALARY

  	
   

  	
  41,666.67

  	
   

  	
  500,000 00

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NON-TAXABLE
  EARNINGS

  	
   

  	
  HOUSING/UTILITY
  ALLOWANCE *

  	
   

  	
  0.00

  	
   

  	
  0.00

  
	
   

  	
   

  	
  HEALTHCARE
  CONTRIBUTIONS **

  	
   

  	
  0.00

  	
   

  	
  0.00

  
	
   

  	
   

  	
  GOODS
  / SVC ALLOW

  	
   

  	
  1,905.03

  	
   

  	
  22,860.38

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HYPO
  CHARGES

  	
   

  	
  HYPO
  HOUSING

  	
   

  	
  -2,582.87

  	
   

  	
  -30,994.40

  
	
   

  	
   

  	
  HYPO
  TAX - FEDERAL

  	
   

  	
  -10,742.30

  	
   

  	
  -128,907.59

  
	
   

  	
   

  	
  HYPO
  TAX - STATE

  	
   

  	
  -2,770.83

  	
   

  	
  -33,249.90

  
	
   

  	
   

  	
  HYPO
  FICA - SOC. SEC.

  	
   

  	
  -527.00

  	
   

  	
  -6,324.00

  
	
   

  	
   

  	
  HYPO
  FICA - MED

  	
   

  	
  -604.17

  	
   

  	
  -7,250.00

  
	
  NET PAY IN US DOLLARS

  	
   

  	
   

  	
   

  	
  26,344.54

  	
   

  	
  316,134.48

  



 


INFORMATION ON GOODS & SERVICES ALLOWANCE:


	
  PERCENT:

  	
   

  	
  143.71

  	
   

  
	
  FAMILY
  SIZE:

  	
   

  	
   

  	
   

  
	
  EXCHANGE
  RATE:

  	
   

  	
  7.7848497

  	
   

  
	
  SPENDABLE:

  	
   

  	
  52,296.52

  	
   

  



 


	
  ONE TIME PAYMENT:

  	
   

  	
   

  	
   

  
	
  MOVING
  ALLOWANCE ***:

  	
   

  	
  USD
  

  	
  7,500.00

  	
   

  
					



 






*
THE HOUSING AND UTILITY ALLOWANCE WILL BE PROVIDED TO YOU BY YOUR RECEIVING
EXPATRIATE COORDINATOR.


 


**
HEALTHCARE CIGNA EMPLOYEE CONTRIBUTIONS:


MEDICAL
US$496/MONTH


DENTAL
US$44.18/MONTH


 


***
A RELOCATION ALLOWANCE OF THE AMOUNT LISTED ABOVE WILL BE CREDITED TO YOUR
ACCOUNT ONCE YOU HAVE STARTED YOUR EXPATRIATE ASSIGNMENT


 


Friday,
April 18, 2008


 


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