Exhibit 10.05


 


Private & Confidential


 


[Citi
Letterhead]


 


March 22, 2010


 


Alberto Verme


London


 


Dear Alberto,


 


We, Citibank N.A, UAE (“Citibank” or the “Bank”) are
pleased to confirm your position
of Client Liaison of the Bank based
in United Arab Emirates on the
following terms.


 


This employment is on Local National basis in the
Investment Banking Division and continues to be subject to satisfaction of any requirement to be able to
work in the region.


 


Terms of your employment will be as set out below in this
employment letter (“Letter”):


 


1              Employment


 


1.1           This
contract will be effective 1 January 2010.


 


1.2           Upon
signing this Letter, your US contract dated 10 May 1994 and assignment
letter dated 9 June 2008 and all expatriate arrangements as set out in the
assignment letter will cease save where specifically retained in this Letter.


 


1.3           Your
employment will continue unless terminated pursuant to clause 6 hereof.


 


1.4           You will
report to Vikram Pandit and your HR Business Partner for the UAE will be Abdulla
Edham.


 


1.5           Your duties
will be as set out in Appendix A. These duties may be performed anywhere in the
world but not the UK.  You agree and covenant that you will not
perform any of your duties in respect of your employment under this Letter or
any investment banking related services for the Bank whilst in the United
Kingdom.


 


2              Working Hours


 


2.1           Your
working hours in respect of your employment under this Letter shall be a
minimum of 20 hours per week on an annualized basis.  In the case where the performance of your
duties would require you to work more than 20 hours per week, you hereby
expressly consent to the same.


 


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


 


3              Remuneration &
benefits


 


3.1           You will
receive a base salary of AED 872,337 per annum payable on a monthly basis.


 


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Private & Confidential


 


3.2           You will be
entitled to the following benefits as per the UAE Policy Manual (“Policy”).  Please refer to the individual policies for
further details:


 


3.2.1        Appropriate
rented accommodation, as determined by
the Bank, will be provided and paid for by the Bank.


 


3.2.2        Upon termination
of your employment you will
receive end of service benefits in accordance with UAE Labour Law (Federal Law No. 8 of 1980).


 


3.2.3        Reasonable
assistance from the Bank’s global tax advisors in preparing any UAE tax returns
for the first two tax years of your employment under this Letter.


 


3.2.4        Subject to completing the relevant formalities you
and your family will be covered for Medical Insurance with American Life
Insuance Co. (ALICO), U.A.E. as per the group policy agreement.


 


3.3           The Bank  reserves
the right to modify any of the above listed benefits at any time at its sole
discretion.  You will be advised of any
changes as and when they occur.


 


4.      Awards


 


4.1    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 Letter. 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 Bank’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 the discretion of the Bank and need not be the same
as for other employees of the Bank or any Associated Company. Any award, if
granted, will be delivered on a date appointed by the Bank (‘‘the Payment Date’’).
No award will be granted if:


 


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


 


ii)   you have given notice of termination of employment with the Bank 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 Bank for
any reason, on or before the Payment Date, even if such notice of termination
expires after the Payment Date.


 


4.2    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 Letter
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 Bank, 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 Letter.


 


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Private & Confidential


 


4.3    Approval by Citigroup


 


It is agreed and understood that
any award in respect of your employment under this Letter 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.


 


4.4    Miscellaneous


 


This clause is not a promise or
guarantee of employment with the Bank 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 Bank’s right to
terminate your employment at any time.


 


This clause 4 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 Bank.


 


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 Bank, this
shall not be construed as constituting or creating an obligation upon the Bank
or any Associated Company to provide similar or other awards in future years.


 


5       Leave


 


5.1    You shall be entitled to 12.5 working days paid leave
per annum, exclusive of public holidays, if public holidays fall within the
paid leave period.


 


5.2    In addition you shall be entitled to a paid day off on
any UAE public holiday declared for private sector companies which falls on a
day on which you would otherwise perform your duties in UAE under this Letter.


 


6       Termination


 


6.1    Either
the Bank or you shall have the right to terminate the employment provided that three
months’ written notice is given to the other party.


 


6.2    The Bank 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 Bank also reserves the right
to place you on garden leave during your notice period.


 


6.3    During your garden leave period, you may
be required by the Bank, 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 Bank or any
Associated Company without the prior written agreement of the Bank; and/or


 


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


 


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


 


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Private &
Confidential


 


6.4           Upon the termination of your employment,
you shall immediately return to the Bank all properties, documents, and records
in any form, which may be in your possession or your control, and which relate in
any way to the property, business or affairs of the Bank, together with all
copies and duplicates.


 


7              Records


 


7.1           You shall keep daily time sheets, boarding passes,
expenses, travel records, flight tickets, accommodation receipts, hotel
receipts, phone bills or such other additional records as the Bank may request
from time to time indicating the time you have spent performing your duties
under this Letter each day and
you shall ensure that your diary/calendar entries, email correspondence and
notes of telephone calls and all other relevant records in connection with the
performance of your duties under this Letter are filed, retained  and maintained together.


 


8              Confidential Information


 


8.1           You acknowledge that you shall have
access to certain confidential information of Citibank and of entities
affiliated with the Bank.  You shall not
at any time whether during or after the term of your employment disclose,
divulge, make public, impart or make use of or use for any purpose, any
information as to the business or affairs of Citibank or its affiliates to any
person, firm, corporation, association or other entity except
to authorized representatives of Citibank and its affiliates or otherwise as directed by or with the express
written permission of Citibank or in so far as may be required by a court of
competent jurisdiction.


 


9              Governing Law and Jurisdiction


 


9.1           Your employment shall be governed and
construed in accordance with the laws and regulations of the United Arab
Emirates and both parties submit to the jurisdiction of the Labour Committee
and the UAE courts.


 


10            Tax


 


10.1         The Bank gives no warranty as to
whether or to what extent income tax or social security contributions or any
other payroll taxes are lawfully payable in respect of the salary and/or
benefits including any incentives or awards provided to you under this Letter
or in connection with your employment under this Letter and to the extent
permitted by law you will be solely responsible for any such tax and/or social
security contributions which arise for payment. 
Further you indemnify the Bank and any Associated Company in respect of
any assessments determination or demands levied or made by any authority in
respect of such tax and/or social security liability and any interest charges
or penalties arising in respect of it together with any costs and expenses
incurred by the Bank or any Associated Company in dealing with any assessment.


 


11            Miscellaneous


 


11.1         You may, in the course of your employment with the Bank, be
required to register with, gain authorisation from or further satisfy the
requirements of one or more relevant regulatory organisation in order to be
allowed to continue conducting business for the Bank or any of its Associated
Companies.  Your continued employment in
the UAE will be dependent on or obtaining and maintaining such authorisation or
registration.


 


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


 


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Private & Confidential


 


11.3         You hereby consent to the deduction of any sums owing
by you to the Bank or any Associated Company (including without limitation any
sums under clause 10 above) at any time from your salary or any other payment
or payments due from the Bank.  You
hereby also agree to make immediate payment of any sums owed by you to the Bank
or any Associated Company upon demand.


 


11.4         The Bank will keep the arrangements set out in this Letter
under periodic review and reserves the right to amend this Letter or terminate
these arrangements after discussion with you. You will be notified in writing
of any changes.


 


11.5         This Letter together with the Policy, which is an
integral part thereof, sets out the terms of your employment.   If
the terms and conditions of the above offer are acceptable to you, please sign
and return the duplicate copy of this Letter to us.


 


Notwithstanding
anything in this Letter to the contrary, to the extent that any payment or
award granted under this Letter or under any Bank 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 Letter 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 Bank
or any Associated Company limit or adversely impact the ability of the Bank or
Associated Company to participate in, or the terms of their 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 Letter may be subject to forfeiture or repayment if the
award is based on performance metrics that are materially inaccurate.
 Further, the terms of this Letter are subject to any applicable
conditions, limitations, or restrictions that may be imposed by any
governmental or regulatory authority.


 


11.6         “Associated Company” means a company
which is from time to time a subsidiary or a holding company of the Bank or a
subsidiary (other than the Bank) of a holding company of the Bank


 


 


	
  Signature

  	
   

  
	
   

  	
   

  
	
  Signed on behalf of
  Citibank N.A., U.A.E.

  	
   

  
	
   

  	
   

  
	
  /s/ Abdulla Edham

  	
   

  
	
   

  	
   

  
	
  Abdulla Edham

  	
   

  
	
  Managing
  Director - Human Resources

  	
   

  
	
   

  	
   

  
	
  Date March 22,
  2010

  	
   

  
	
   

  	
   

  
	
  In (LOCATION) Dubai

  	
   

  



 


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Private & Confidential


 


Appendix A


 


ACCEPTANCE:


 


I, hereby, accept the
terms set out above and in the Policy Manual, which I have read and understood.


 


	
  Signed:

  	
  /s/ Alberto Verme

  	
   

  
	
   

  
	
   

  
	
  Name:Alberto Verme

  
	
   

  
	
   

  
	
  Date: March 31,
  2010

  
	
   

  
	
  In (LOCATION) London

  



 


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