Exhibit 10.03


 


[Citi Letterhead]


 


April 5,
2010


 


Dr. Robert L. Joss


 


Re: Consulting Agreement


 


Dear
Bob:


 


This
letter sets forth the terms of the consulting arrangement between you and
Citigroup Inc. (“Citigroup”), effective August 1, 2009 (the “Agreement”).


 


1.             Consulting
Services.  You agree to
provide consulting advice to Citigroup and its subsidiaries and affiliates (“Citi”)
from time to time on projects agreed by you and me. The provision of this advice
is referred to in this Agreement as the “Services,” and shall in no event
include any consulting on any compensation matters whatsoever.  The Services, performed upon specific request
of senior management, are distinct from the services you provide as a member of
the Board of Directors of Citigroup Inc. or any committee thereof.  We expect to call upon you to perform the
Services for a minimum of approximately three weeks annually.


 


2.             Payment for
Services.  For Services
you performed from August through December, 2009, you shall be paid a fee
of $100,000.  Starting in 2010, you will
be paid for the Services at the rate of Three Hundred and Fifty Thousand
Dollars ($350,000) per year, payable quarterly in arrears.


 


3.             Expense
Reimbursement.  Expenses
incurred while performing services as a Director will be subject to reimbursement
under the Director expense policy.  To
the extent that your expenses incurred while performing the Services are not
covered by the Director expense policy, you will be reimbursed for reasonable
out-of-pocket expenses incurred in connection with performing the Services in
accordance with the Citi Expense Management Policy.


 


4.             Term.  The Agreement shall continue in effect through
December 31, 2010 (the “Term”). 
Either party to the Agreement may end the Term with or without cause upon
thirty (30) days’ prior written notice to the other party.  Fees for a partial year of Services shall be
pro-rated on a monthly basis.  The Term
may be extended upon mutual written agreement of the parties.


 


5.             Other
Business Activities.  During the
Term, it is expressly understood that you may engage in other business and
professional activities that are unrelated to the Services.  However, it is agreed that you shall not
engage in any activities that would compete with any of Citi’s business
operations.


 


6.             Additional
Provisions.  The attached
additional provisions are incorporated by reference into this Agreement.


 

















 


If
these terms are acceptable to you, please sign and return one copy of this
letter to me.


 


 


Citigroup Inc.


 


 


	
  By:
  

  	
  /s/
  Lewis B. Kaden

  	
   

  	
  By:
  

  	
  /s/
  Robert L. Joss

  
	
   

  	
  Lewis B. Kaden

  	
   

  	
   

  	
  Dr. Robert L. Joss

  
	
   

  	
  Vice Chairman

  	
   

  	
   

  	
   

  



 

















 


Attachment


 


1.          Independent Contractor. 
You agree to perform all Services as an independent contractor, in
accordance with Citigroup’s specifications. 
Nothing in this Agreement shall create any association, partnership,
joint venture, or relationship of principal/agent, master/servant or
employer/employee between you and Citigroup or any of its subsidiaries or
affiliates.  Nothing in this agreement
shall authorize you to enter into contracts on behalf of or bind Citigroup or Citi.  As an independent contractor, you will not be
eligible to participate in any of Citi’s health and welfare benefit plans or
other compensation programs or receive any payments other than the payments
provided for herein or in your capacity as a member of the Board of Directors
of Citigroup Inc. or any committee thereof. 
You shall be responsible for maintaining appropriate insurance coverage,
including any coverage required to be maintained by applicable law.  You shall not make, publish or distribute any
marketing material using the Citi name, trademark, logos, service marks or
trade names used by Citi except as agreed in connection with your provision of
Services under this Agreement.


 


2.          Prior Restrictive Covenants. 
You will abide by any pre-existing terms, conditions and restrictions
contained in any applicable statute, rule, regulation or in any contractual
agreement that you may have entered into with any prior employer, client or
other person or entity, including (without limitation) any restrictions
relating to your future dealings or relationships with the US or other foreign
governments, regulators or administrative agencies, the hiring or solicitation
of employees, solicitation of customers, your employment by a competitor, or
maintaining the confidentiality of proprietary or classified information.  You represent that you have disclosed any and
all such restrictions to us, and that, if required, you have disclosed the
terms of this Agreement to the appropriate government personnel.  You represent that your entering into this
Agreement with Citigroup and the performance of the Services will not be in
violation of any such restrictions.  You
understand the validity of this Agreement is contingent upon these
representations.


 


3.          Taxes.  All payments
for Services shall be made in full without any deductions for taxes or
withholding of any kind whatsoever, in conformity with your status as an independent
contractor, and you will receive an IRS Form 1099 in connection with such
payments.  Any taxes or withholdings that
may be due and payable as a result of the payments herein shall be solely your responsibility.  You agree to pay all taxes and withholdings
for which you may be liable when such payments are due.


 


4.          Confidentiality. 
You agree to keep confidential and not to disclose in any manner any
confidential or proprietary information obtained in performance of the Services
under this Agreement without the prior written consent of Citigroup.  Your agreement with respect to confidential
and proprietary information shall survive termination or expiration of this
Agreement.  Upon termination or
expiration of this Agreement for any reason, you agree to return to the General
Counsel of Citigroup all papers, records or other documents, and any electronic
information that Citi has made available to you in connection with the
performance of the Services, including all copies thereof.


 


5.          Compliance with Laws and Citigroup
Policies.  In providing the Services under this
Agreement, you agree to comply in all respects with all applicable laws, rules and
regulations regarding your conduct and agree to comply (to the extent
applicable) with Citi’s policies, including personal trading policies, those
regarding the safeguarding of confidential and proprietary information, the
avoidance of any conflict of interest, the prohibition against payment of or
receipt of gifts or other improper consideration and the making of any
investment that may compromise Citigroup’s or your obligations under this
Agreement.  You further agree not to make
or permit any payments to be made to any foreign government officials in
violation of the Foreign Corrupt Practices Act.


 


6.          Modification/Assignment. 
This Agreement may not be modified except by an agreement in writing
signed by both or all parties.  You may
not assign this Agreement in whole or in part without prior written consent of
Citigroup.  Nothing in this Agreement
shall prevent Citigroup from assigning this Agreement to its subsidiaries or
its affiliates.


 


7.          Governing Law. 
The laws of the State of New York shall govern this Agreement.


 

















 


8.          Arbitration. 
All disputes arising out of or relating in any way to the validity,
interpretation, or enforcement of this Agreement shall be resolved through
binding arbitration to be held in New York, New York in accordance with the
then current rules of the American Arbitration Association.  Judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof.  Each party will bear its own attorneys’ fees
and disbursements in arbitration and shall share equally the administrative
costs of arbitration.  No party shall be
liable for any indirect, special or consequential damages that may arise under
this Agreement.  Nothing contained herein
shall limit Citigroup’s right to obtain injunctive relief in a court of law.


 


9.          Entire Agreement. 
This Agreement constitutes the entire understanding of the parties on
the subjects described herein and supersedes all prior agreements or
understandings of the parties regarding these subjects.


 


10.        Counterparts. 
This Agreement may be executed in counterparts.