Exhibit 10.04


 


CITI


CONTRACT OF EMPLOYMENT


 


	
  To:

  	
  Mr Alberto Verme

  
	
   

  	
   

  
	
  Address:

  	
  Citigroup

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  From:

  	
  Citigroup Global Markets Ltd
  (the “Company”)

  
	
   

  	
   

  
	
  Of:

  	
  Citigroup Centre

  
	
   

  	
  33 Canada Square

  
	
   

  	
  London

  
	
   

  	
  E14 5LB

  
	
   

  	
   

  
	
  Date:

  	
  Tuesday 23 March 2010

  



 


The contractual terms and conditions of your
employment with the Company are in accordance with and subject to this contract
of employment (the ‘‘Contract’’) and section 2 of the Citi Employee
Handbook.  The remaining conditions
(non-contractual) are set out in the relevant compliance documentation and any
other Company rules and procedures applicable to you, including those set
out in the Citi Employee Handbook, as any or all of the aforementioned may be
amended from time to time. Where the contents of the Citi Employee Handbook,
and the Contract are in conflict, your Contract will take precedence.


 


Upon signing this Contract your US Contract
dated 10 May 1994 and assignment letter dated 9 June 2008 and all
expatriate arrangements as set out in that assignment letter will cease.


 


1.              Commencement Date


 


Your employment with the
Company commenced on 1 January 2010.


 


2.              Statutory Continuity of Employment


 


Your
period of employment with Citi commencing on 10 May 1994 counts as part of
your period of continuous employment with the Company.


 


3.              Job Title


 


Your job title is
Regional Co-Chief Executive Officer and
you will be expected to perform all such acts and duties as may be required of
you. Your normal duties are set out in Appendix A to this Contract. These
duties are to be carried out legally, diligently and in accordance with the
Company’s codes of conduct, policies and procedures in force from time to time,
particularly those related to any compliance and regulatory aspects of your
function. The Company operates a policy of job flexibility and may, at its
discretion, require you to perform additional or other duties, not within the
scope of your normal responsibilities.


 


Your reporting line is
to Vikram Pandit and your HR Business Partner is John Harker.


 


4.              Location


 


a)              You
will initially be based at the Citigroup Centre, Canada Square, Canary Wharf,
London, E14 5LB. The Company reserves the right at any time to require you to
work 


 

















 


or be based
(whether temporarily or permanently) at any location within the London area.
The London area is defined as any location within a ten mile radius of Charing
Cross. The Company will give you reasonable notice of any permanent requirement
to move work location.


 


b)             You
may be required to travel and work within the United Kingdom and/or overseas in
order to fulfil the duties of your employment. Further, during your employment
the Company reserves the right to require you to work outside the UK for a
period (or periods) which could exceed one month.


 


c)              The
Company also reserves the right to second you on reasonable notice for any
length of time to any Associated Company and to require you to relocate to the
premises of such Associated Company for the duration of the secondment.


 


5.              Normal Working Hours


 


a)              You
will devote a minimum of 20 hours per week on an annualised basis to your
employment and the performance of your duties under this Contract.


 


b)             You
shall work such additional hours as may be necessary or appropriate to carry
out your duties or as the needs of the business dictate. You shall not be
entitled to receive any additional remuneration for work outside your minimum
hours.  You acknowledge that you have
unmeasured working time for the purposes of Regulation 20 of the Working Time Regulations
1998.


 


c)              The
Company shall review the time spent on your duties under this Contract at or
around each financial year end or at such other intervals as the Company may
determine and the Company may adjust up or down the time you are deemed to have
spent and/or are required to spend on your duties under this Contract and/or
the salary and/or any Discretionary Incentive and Retention Award in respect of
such duties or take such other actions as it may consider appropriate
accordingly.


 


6.              Salary


 


a)              Your
salary of £153,800  per annum will normally be paid
on the 17th of each month by credit transfer into your
bank/building society account, provided this account is acceptable to the
Company. Your salary is currently paid two weeks in advance and two weeks in
arrears.


 


b)             For
the purposes of Part II of the Employment Rights Act 1996 and otherwise
you hereby consent to the deduction of any sums owing by you to the Company or
any Associated Company at any time from your salary or any other payment or
payments due from the Company. This includes without limitation any sums under
clause 15 below.  You hereby also agree
to make immediate payment of any sums owed by you to the Company or any
Associated Company upon demand.


 


7.              Records


 


You
shall keep daily time sheets or
such other records as the Company may request from time to time indicating the
time you have spent performing your duties under this Contract each day and you shall ensure that your
diary entries, email correspondence and notes of telephone calls held in
connection with the performance of your duties under this Contract are filed
and maintained together.


 


8.              Benefits


 


You will be entitled to the following benefits:


 

















 


a)              Reasonable
assistance, as determined by the Company, from the Company’s global tax
advisors in preparing UK tax returns for the first two UK tax years of your
employment under this Contract.


 


b)             Standard
Medical Cover under the BUPA Medical Scheme (or such other scheme as the
Company may provide) subject to the terms and conditions of the insurer from
time to time.


 


You will be responsible
for all applicable taxes on the above.


 


You will be reimbursed
for expenses incurred in connection with the necessary performance of your
duties under this Contract in accordance with the Company’s expense policies
and procedures from time to time. You should only reclaim expenses wholly
incurred in the necessary perfomance of your duties in respect of this
Contract.


 


9.              Awards


 


a)              Discretionary
Incentive and Retention Award


 


You may be eligible to receive a discretionary incentive and
retention award (an ‘‘award’’) in respect of your employment under this
Contract. The amount of any award, the form of any award and any vesting or
other conditions attaching to any award will be entirely at the Company’s
discretion. The terms and conditions applicable to any such award may include
all or part of the award being delivered in the form of shares under the
Capital Accumulation Program or similar stock award program (‘‘CAP’’), subject
at all times to the terms and conditions of CAP then in effect which will
include, but not be limited to, vesting conditions and cancellation provisions.
The extent of any deferrals into CAP or similar stock award programs will
be totally at Citi’s discretion and need not be the same as for other employees
of the Company or any Associated Company. Any
award, if granted, will be delivered on a date appointed by the Company (‘‘the
Payment Date’’). No award will be granted if:


 


i)      you are not in employment with
the Company at the Payment Date; or


 


ii)     you have given notice of
termination of employment with the Company for any reason on or before the
Payment Date (even if such notice of resignation or termination expires after
the Payment Date); or


 


iii)    you have received notice of
termination of employment from the Company for any reason, on or before the
Payment Date, even if such notice of termination expires after the Payment
Date.


 


b)             Capital
Accumulation Program


 


The Capital Accumulation Program (CAP) is a discretionary
incentive and retention award program that provides eligible employees with
deferred or restricted shares of Citigroup Inc. common stock (CAP shares). Any
award in respect of your employment under this Contract as provided for or
referred to herein may be granted by Citigroup Inc. under the terms of CAP or
other stock award program then in effect which will include but not be limited
to vesting conditions and cancellation provisions. Generally, CAP shares are
distributed as soon as reasonably practicable after the end of the applicable
vesting period, provided the participant remains continuously employed by the
Company, Citigroup Inc. or a participating subsidiary of Citigroup Inc.
throughout the applicable vesting period and/or upon satisfaction of other
conditions specified in the applicable award documentation. A prospectus and
detailed information about the 


 

















 


CAP award will be made available by Citigroup Inc. in
respect of any particular award in respect of your employment under this
Contract.


 


c)              Approval
by Citigroup


 


It is agreed and understood that any award in respect of
your employment under this Contract denominated in Citigroup shares shall be
awarded pursuant to a stock incentive plan maintained by Citigroup for such
purposes and that the proposed award will be subject to the approval of the
Personnel and Compensation Committee of the Board of Directors of Citigroup
Inc., or such other committee responsible for administering the plan (the ‘‘Committee’’).
Subject to the applicable stock incentive plan, the Committee shall have
discretion to adjust the terms of awards as necessary in order to comply with
tax or regulatory requirements or as otherwise deemed necessary by the
Committee.


 


d)             Miscellaneous


 


This clause is not a promise or guarantee of employment with
the Company or any Associated Company for any definite period of time. This
clause is not intended to create or constitute a fixed term contract of
employment and does not affect the Company’s right to terminate your employment
at any time.


 


This clause should not be construed as a guarantee that any
bonus, incentive, stock or retention awards will be paid to you in connection
with your employment with the Company.


 


It is agreed and understood that if awards (whether CAP,
equity, stock option or any other) are granted for several successive years in
respect of your employment with the Company, this shall not be construed as
constituting or creating an obligation upon the Company or any Associated
Company to provide similar or other awards in future years.


 


10.       Holidays and Holiday Pay


 


a)              The
Company’s holiday year runs from 1st January to 31st December inclusive.
Your core annualised holiday entitlement, as set out in the Citi Employee
Handbook, is 13 days.


 


b)             On
termination of your employment, you will be entitled to holiday pay in lieu of
your accrued, untaken core holiday entitlement, but for complete months of
service only. If you have taken core holiday in excess of your accrued
entitlement, the Company may deduct a day’s holiday pay for each excess day
taken from any sums owed to you by the Company or any Associated Company or require you to repay such an amount.


 


c)              In
addition to your core holiday entitlement you shall be entitled to a paid day
off on any UK bank holiday which falls on a day on which you would otherwise
perform your duties under this Contract (and in the event of no UK bank
holidays falling on such days you shall be entitled to one day of paid holiday
in addition to your core entitlement).


 

















 


d)             Holiday
pay will be calculated at your basic rate of pay on the basis of a 260 working
day year (pro rated where necessary). All holiday pay will be subject to normal
deductions.


 


11.       Sickness and Sick Pay


 


The conditions relating
to sickness and Citi’s discretionary, non-contractual sick pay are set out in
the Citi Employee Handbook. The Company reserves the right to withdraw, vary
and replace these benefits from time to time.


 


12.       Retirement and Pension


 


a)              The
company’s normal retirement age is 65.


 


b)             Your
employment will therefore terminate automatically on the date of your 65th
birthday, subject to any request you may make to extend your employment beyond
the normal retirement age and the Company granting that request, in accordance
with the Company’s Retirement Policy. The Company’s Retirement Policy does not
affect the Company’s right to terminate your employment in accordance with your
terms and conditions of employment for reasons other than retirement. The
Company’s Retirement Policy is available on the HR Intranet and may be amended
from time to time.


 


c)              You will be enrolled automatically as a member of
the Citi (UK) Pension Plan, subject to the rules of that Plan, including
the employer’s power to amend, close or terminate the Plan. Key features of the
Plan are outlined in the enclosed document. Further details are set out in the
Citi (UK) Pension Plan Handbook, which you will receive shortly after joining
under separate cover.The Plan is not contracted out under the Pension Schemes
Act 1993 and a contracting-out certificate will not apply to your employment. If
you wish to opt out of the Plan you will need to complete the necessary form,
which will be sent to you with the Handbook. Please note that as the Plan
operates on an automatic enrolment basis you will need to inform the Company if
you have or intend to register with Her Majesty’s Revenue & Custom’s
(HMRC) for Enhanced Protection prior to your start date. Failure to notify the
Company prior to your start date may lead to your Enhanced Protection being
invalidated.


 


d)             The Company facilitates employee contributions to a
Stakeholder pension arrangement in accordance with legislative requirements,
our current designated provider is Legal and General. Further details can be
obtained by contacting the Citi Benefits Team.


 


13.       Notice


 


a)              Your
employment may be terminated by either party giving to the other written notice
of 3 months.


 


b)             If
you fail to give any notice to the Company or give the incorrect notice, the
Company shall not pay you the salary you would have been entitled to during the
unworked notice period. In the event that you are paid salary in these
circumstances, for all or for a portion of any unworked notice period, the
Company reserves the right to require immediate repayment of such sum.


 


c)              The
Company may, by written notice to you, elect to pay salary in lieu of notice in
respect of all or any unworked period of notice. The Company also reserves the
right to place you on garden leave during your notice period.


 

















 


d)             During
your garden leave period, you may be required by the Company, at its discretion
to:


 


i)                 Perform
no duties or to perform different duties for some or all of the duration of the
notice period; and/or


 


ii)              refrain
from contacting any employees or consultants or actual or potential customers
or clients of the Company or any Associated Company without the prior written
agreement of the Company; and/or


 


iii)           not
enter all or any premises of the Company or any Associated Company; and/or


 


iv)          return
to the Company all documents and other materials (including copies) which are
in your possession or control and which belong to or have been entrusted to the
Company or any Associated Company.


 


During any period of
garden leave, you shall continue to owe a duty of utmost good faith to the
Company and shall remain bound by the terms and conditions of your employment
and, in particular, the “Restrictions During Employment” clause.


 


e)              The
Company reserves the right to terminate your employment, without notice or
salary in lieu of notice, in appropriate circumstances. Appropriate
circumstances include, but are not limited to:


 


i)                 situations
of gross misconduct warranting summary dismissal, gross incompetence and gross
negligence;


 


ii)              failure
to comply with all the conditions in respect of your work permit or other
documentation entitling you to work in the U.K. during your employment with the
Company;


 


iii)           withdrawal
of registration and/or approval requirements from the FSA or any other
regulatory body;


 


14.       Obligations Relating To Termination


 


a)              Upon the termination of your employment, you will return to the Company
all Citi property which is in your possession or under your control and without
you or anyone on your behalf keeping copies or downloading data or otherwise
replicating the returned property in any medium. Where it is not possible to
return data held on your own personal equipment then all reasonable steps
should be taken to destroy or delete such data.


 


b)             After termination of your employment, you will not make any adverse,
untrue or misleading statement about any company within the group or its
officers or employees.


 


15.       Tax


 


a)              The Company gives no warranty as to whether or to
what extent income tax or employee national insurance contributions or any
other payroll taxes or social security payments are lawfully payable in respect
of the salary and/or benefits including any incentives or awards provided to
you under this Contract or in connection with your employment under this
Contract and you will be solely responsible for any such income tax and/or
employee national insurance contributions which arise for payment


 














 


except to the extent that the Company has made or does make an actual
deduction in respect of such liability. 
Further you indemnify the Company and any Associated Company in respect
of any assessments determination or demands levied or made by HM Revenue and
Customs and/or the Contributions Agency and/or any other relevant authority, in
respect of such liability and any interest charges or penalties arising in
respect of it together with any costs and expenses incurred by the Company or
any Associated Company in dealing with any assessment.


 


16.       Confidential Information


 


a)     You shall not, either during
your employment (save in the proper performance of your duties) or after the
termination of your employment, make use of or communicate to any person or organisation,
and shall use your reasonable endeavours to prevent the unauthorised use,
publication or disclosure of, any trade secrets or other confidential
information of or relating to the Company or any Associated Company which you
may have acquired whilst in the employment of the Company or any Associated
Company.


 


b)    For the purposes of this
Contract, confidential information shall include, but shall not be limited to:-


 


i)                 the
identity of potential clients and/or customers, including confidential information
relating to any such potential clients or customers;


 


ii)              the
identity of customers, agents, vendors, distributors, suppliers, investors,
issuers, clients, distributors or employees dealing with or through the Company
and/or any Associated Company, including confidential information relating to
any of them;


 


iii)           customer
lists, sales and marketing information, sales targets, sales forecasts, sales
policies, sales figures, market share statistics, marketing surveys and/or
reports, marketing research and/or marketing methods and strategies of or
relating to the Company and/or any Associated Company;


 


iv)          terms
of trading, costings, prices, pricing structures of or relating to the Company
and/or any Associated Company;


 


v)             confidential
information relating to commercial relationships and/or negotiations of the
Company and/or any Associated Company;


 


vi)          confidential
financial information relating to the Company and/or any Associated Company;


 


vii)       information relating to
confidential transactions of the Company and/or any Associated Company;


 


viii)    research plans and/or
projects, research results, development plans and/or projects and/or business
plans relating to the Company and/or any Associated Company;


 


ix)            formulae,
designs, specifications, drawings, data and/or flow charts belonging or
relating to the Company and/or any Associated Company;


 


x)               confidential
information relating to the design and/or manufacture and/or composition and/or
use of any products and/or processes of the Company and/or any Associated
Company;


 

















 


xi)            confidential
information relating to the provision of any services by the Company and/or any
Associated Company and/or to any quality control testing and/or certification
procedures adopted or followed by the Company and/or any Associated Company’s
business;


 


xii)         the
intellectual property of the Company and/or any Associated Company.


 


c)              The
obligations contained in this clause shall continue to apply after the
termination of your employment with the Company without limit in point of time
but shall not apply to information ordered to be disclosed by a court or
otherwise required to be disclosed by law or by the requirements of any
regulatory or other authority to which the Company or any other Associated
Company is subject or to information which is (otherwise than through your
breach of this clause) available to the public generally.


 


d)             This
clause is not intended to prevent you from exercising your rights pursuant to
the Public Interest Disclosure Act 1998 or equivalent legislation.


 


e)              In
the course of your employment or by reason of services rendered for or offices
held in any other company you may obtain knowledge of the trade secrets or
other confidential information of a company other than the Company. You hereby
agree that you will, at the request and cost of the Company, enter into a
direct agreement or undertaking with such other company whereby you will accept
restrictions corresponding to the restrictions herein contained (or such of
them as may be appropriate in the circumstances) relating to such products and
services and such area and for such period as such company may reasonably
require for the protection of its legitimate interests.


 


17.       Restrictions During Employment


 


Throughout your
employment with the Company, you agree to comply with the following
obligations, without prejudice to any fiduciary duty or implied contractual
duty of fidelity to which you might otherwise be subject apart from this
clause:-


 


a)              you
will use your best endeavours to promote and protect the interests of the
Company or any Associated Company, and will not take any action which harms or
is intended to harm the interests of the Company or any Associated Company;


 


b)             subject
as provided below in this Clause 17(b) during your working hours under this
Contract and at such other times as may reasonably be required of you, you
shall devote the whole of your time and attention to the affairs of the
Company. You shall not undertake any work or employment, other than for the
Company during your hours of work under this Contract and may not, without the
prior written consent of the Company, undertake any work or employment for, or
be interested or concerned either directly or indirectly in, any other business
or organisation whether during or outside your hours of work.  In the event of consent being given the
Company reserves the right to withdraw such consent at its discretion at any
time.  Nothing in this Contract will
prevent you from working for Citibank, N.A., UAE in accordance with the terms
and conditions of your employment letter with Citibank, N.A., UAE signed on or
around the date of this Contract.


 


c)              you
shall not directly or indirectly take any steps to set up a business,
organisation or undertaking which will be the same as or similar to and/or will
compete with the business of the Company or any Associated Company;


 


d)             you
shall not take any steps to encourage any employee of the Company or any
Associated Company to leave the employment of any such company (whether 


 

















 


immediately
or in the future) with a view to being employed or engaged by, or interested or
concerned in, any business, organisation or undertaking which is or will be the
same as or similar to the business of the Company or any Associated Company
and/or which competes or will compete with the business of the Company and/or
any Associated Company;


 


e)              you
shall not take any steps to encourage any actual or potential customer, client,
agent or supplier of the Company and/or any Associated Company to:-


 


i)                 cease
or refrain from doing business with the Company and/or any Associated Company
(whether immediately or in the future), either generally or in respect of any
particular transaction; and/or


 


ii)              place
any business (whether immediately or in the future) with any business, organisation
or undertaking competing with the business of the Company or any Associated
Company.


 


18.       Obligations During Employment


 


a)              Your
role may be subject to authorisation and approval requirements from the FSA or
any other regulatory body. Your continued employment under this Contract is
subject to your obtaining and maintaining the appropriate regulatory approval
for your position (which may change from time to time). If you do not pass any
exams or courses associated with regulatory approval within three attempts the
Company reserves the right to terminate your employment. If regulatory approval
is withdrawn, the Company reserves the right to terminate your employment
immediately without notice or payment in lieu of notice. Please note that for
US regulatory purposes, fingerprints will be required.


 


b)             You
agree to notify the Company if you develop serious financial problems,
including debts incurred on a Company credit card, that may be prejudicial to
the interests of the Company and its reputation. In this event, the Company
reserves the right to take appropriate action.


 


c)              You
agree to notify the Company immediately of any changes to your original answers
to the Personal Information Form, which relate to the Financial Services and
Markets Act 2000.


 


d)             You
warrant that you have lawful authority to work in the UK.  Your continued employment is conditional upon
your maintaining such authority and providing to the Company at its request
satisfactory evidence of your entitlement to work in the UK.


 


19.       Intellectual Property


 


a)              Subject
to the Patents Act 1977, all intellectual property created or developed by you
during the course of your employment under this Contract (whether alone or in
conjunction with any third party) (‘‘Intellectual Property’’) shall belong to
and be the absolute property of the Company. You consent to waive any moral
rights relating to any existing or future works created by you during the
course of your employment under this Contract.


 


b)             You
undertake to disclose to the Company full written details of all and any
Intellectual Property immediately following the creation or development of the
same. You agree not to disclose any Intellectual Property to any other person,
firm or organisation without the prior written consent of the Company.


 

















 


c)              You
shall both during the course of your employment under this Contract and
afterwards at the request and expense of the Company supply to the Company all
such information, data, drawings, and assistance as may be required by the
Company to enable it to exploit the Intellectual Property in such manner as it
shall see fit and execute all such documents and do all such acts as the
Company considers necessary or desirable to register any designs or patents or
to obtain other protection for the Intellectual Property in the Company’s sole
name in any part of the world and to vest all right, title and interest in and
to the Intellectual Property in the Company absolutely.


 


d)             You
shall at the request and expense of the Company execute a deed irrevocably
appointing the Company to be your attorney in your name and on your behalf to
execute, sign and do all such instruments and things and generally to use your
name for the purpose of giving to the Company or its nominee the full benefit
of the provisions of this clause.


 


e)              If
any Intellectual Property is not as a result of the Patents Act 1977 the
property of the Company, the Company shall subject to the Patents Act 1977 have
the right to acquire for itself or its nominee your rights in the same within
12 months after disclosure to the Company of the relevant Intellectual Property
on fair and reasonable terms to be agreed or settled by a single arbitrator
appointed by the Company.


 


f)                You
shall notify the Company immediately if you become aware of any unauthorised
use or disclosure of the Intellectual Property or any other intellectual
property belonging to the Company.


 


20.       Disciplinary and Appeals Procedure


 


a)              The
Company’s Disciplinary and Appeals Procedure applicable to your employment is
set out in the Citi Employee Handbook. This procedure is not contractual,
except to the extent required by statute.


 


b)             The
Company reserves the right to suspend you on full pay pending the outcome of
any disciplinary action. In exceptional circumstances suspension may be without
pay.


 


21.       Grievance Procedure


 


If you have a grievance
relating to your employment there is a formal process through which problems
can be raised and resolved quickly. This process is called the Grievance
Procedure and is described in detail in the Citi Employee Handbook. This
procedure is not contractual, except to the extent required by statute.


 


22.       Data Protection


 


By signing this
Contract, you agree that the Company, any Associated Company and/or third
parties may in connection with your employment under this Contract (during and
after its termination), hold, use and otherwise process, firstly, personal data
relating to you and, secondly, sensitive personal data (as this term is used in
the Data Protection Act 1998) relating to you as set out in paragraphs a) to e)
below.


 


The approach that the
Company takes to data protection is as set out in the European Human Resources
Data Protection Policy in the Citi Employee Handbook. This policy is not
contractual and may be varied from time to time.


 


The Company and/or any
Associated Company is permitted under the Data Protection Act 1998 to process
personal data where that data is necessary for the performance of this
Contract, for compliance with its legal and compliance obligations and for the
purpose 


 

















 


of its business and
other legitimate interests. In relation to sensitive personal data, the Company
and/or any Associated Company may process such data where necessary to exercise
or perform any legal right or obligation or to protect your vital interests
(life and death). The processing carried out by the Company and/or any
Associated Company may include, but will not be limited to:


 


a)              the
storage of such data in any medium including paper form and/or electronically;


 


b)             the
processing of your personal data and sensitive personal data by third parties
for the purpose of providing benefits to you;


 


c)              the
disclosure or transfer of your personal data and/or your sensitive personal
data outside the European Union to Citi companies and benefit providers;


 


d)             the
disclosure or transfer of your personal data and/or your sensitive personal
data to other employees of the Company, other Associated Companies, any other
persons or entities as may be reasonably necessary, or as otherwise required or
permitted by law;


 


e)              the
processing of personal data and sensitive personal data including details of
your physical and mental health, gender, race and ethnic origin, religious and
other beliefs (and any other data relevant for the purpose of monitoring or
furthering the Company’s equal opportunity policy).


 


Citi may also facilitate your participation in non
work-related schemes such as the Citi Volunteer Program or other similar
programs. The provision of such programs to employees means that your personal
data and other information related to your participation in such programs may
from time to time be transferred to and processed by Citi affiliates and
third parties involved in the administration and operation of such
schemes, which may be located outside of the EU.


 


23.                              Collective Agreements


 


There are no
collective agreements affecting your terms and conditions of employment.


 


24.                              Variation of Terms and Conditions


 


The Company
will keep the arrangements set out in this letter under periodic review and
reserves the right to amend your terms and conditions of employment from time
to time after discussion with you. You will be notified in writing of any
changes.


 


25.                              Miscellaneous


 


All clauses
capable of surviving termination of this Contract shall continue to apply after
this Contract is terminated, for whatever reason.


 


25.1                     Notwithstanding anything in this Contract to the
contrary, to the extent that any payment or award granted under this Contract
or under any Company or Associated Company compensation plan or program (a “Citi
Plan”) is or becomes 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 such payment or award of any kind must comply with EESA, and that this
Contract and any Citi Plan in which you participate shall be interpreted or
reformed to so comply.  If the making of any payment or award 


 

















 


pursuant to
this letter or any Citi Plan would violate EESA, or if the making of such
payment or award may in the judgment of the Company or any Associated Company
limit or adversely impact the ability of the Company or any Associated Company
to participate in, or the terms of the Company’s or any Associated Company’s
participation in, the Troubled Asset Relief Program, the Capital Purchase
Program, or to qualify for any other relief under EESA, you shall be deemed to
have waived your right to such payment or award.  Any incentive award described in this Contract
may be subject to forfeiture or repayment if the award is based on performance
metrics that are materially inaccurate.  Further, the terms of this
Contract are subject to any applicable conditions, limitations, or restrictions
that may be imposed by any governmental or regulatory authority.


 


26.                              Definitions


 


For the
purposes of this Contract “Associated Company”
means a company which is from time to time a subsidiary or a holding company
(as those expressions are defined by Section 1159 of the Companies Act
2006 as amended) of the Company or a subsidiary (other than the Company) of a
holding company of the Company.


 


27.                              Jurisdiction and Applicable Law


 


This Contract
and the documents it refers to in respect of your employment with the Company
and any non-contractual obligations arising in relation to it should be
governed by and construed in all respects in accordance with English law and
the parties hereby agree to submit to the exclusive jurisdiction of the English
courts.


 


 


	
  SIGNED:

  	
  /s/ John Harker

  	
   

  
	
   

  	
  John Harker

  	
   

  
	
   

  	
  Head of EMEA HR, MD

  	
   

  



 


IN (LOCATION)  
London


 


DATED: March 31,
2010


For and on behalf of Citigroup Global Markets Ltd
(the “Company”)


 

















 


Appendix A


 


I acknowledge receipt of my Contract of
Employment and confirm that I have read and understood the terms of my Contract
of Employment. I accept employment as Regional Co-Chief Executive Officer on
the terms outlined in this Contract. Additionally I have received the following
documents and accept employment on the terms and conditions outlined in them:-


 


	
  1.

  	
  Contract of Employment

  
	
   

  	
   

  
	
  2.

  	
  Citi Employee Handbook

  
	
   

  
	
   

  
	
  NAME:

  	
  Alberto Verme

  
	
   

  	
   

  
	
   

  	
   

  
	
  SIGNED:

  	
  /s/ Alberto Verme

  	
   

  
	
   

  	
  Alberto Verme

  
	
   

  	
   

  
	
   

  	
   

  
	
  IN (LOCATION) London

  
	
   

  	
   

  
	
  DATED:

  	
  March 31, 2010