Exhibit 10.34


CITIGROUP INC.

 

DEFERRED CASH AWARD PLAN 
 

(as Amended and Restated Effective as of
January 1, 2013) 







CITIGROUP INC. 

DEFERRED CASH AWARD PLAN


Purpose 

     Citigroup Inc.
has adopted this Citigroup Inc. Deferred Cash Award Plan, as amended and
restated effective as of January 1, 2013 (the “Plan”), for certain eligible employees
of the Company in order to provide such eligible employees with a deferred cash
incentive compensation opportunity.

ARTICLE I
DEFINITIONS


    
As used herein, the following terms have the meanings set forth below.


    
“Account” means a bookkeeping account maintained on the books and records of the
Company to record Deferred Cash Award(s) and Return(s) credited in accordance
with the Plan. An Account is established only for purposes of measuring a
deferred benefit and not to segregate assets or to identify assets that may be
used to make payments hereunder. 

    
“Account Balance” means the amount reflected on the books and records of the
Company as the value of a Participant’s Account at any date of determination, as
determined in accordance with the Plan.

    
“Affiliated Employer” means Citigroup Inc. or any company or other entity that is
related to Citigroup Inc. as a member of a controlled group of corporations in
accordance with Section 1.409A-1(h)(3) of the Treasury Regulations promulgated
pursuant to Section 409A of the Code. 

    
“Award” means a Participant’s Deferred Cash Award. 

    
“Award Agreement” means a written or electronic document setting forth
individualized information relating to a Participant’s deferral under the Plan.
A Participant’s offer letter or other employment-related document may constitute
an Award Agreement. 

    
“Award Date” means the date as determined by the Plan Administrator in its sole
discretion pursuant to the Award Agreement. 

    
“Citi Common Stock” means shares of common stock of Citigroup Inc., par value
$.01. 

    
“Code” means the Internal Revenue Code of 1986, as amended, including any
rules and regulations promulgated thereunder.

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     “Committee” means the
Personnel & Compensation Committee of the Board of Directors of Citigroup
Inc. and any person to whom it has delegated its authority, including but not
limited to the Plan Administrator. 

    
“Clawback Provision” means a term of an Award under which an Award may or shall
be canceled, forfeited, reduced, or subject to recovery by the Company, whether
or not the Award has been vested, distributed, or paid. For the avoidance of
doubt, any Award granted under the Plan may include one or both of the clawback
provisions described in Sections 2.2(a) and (b) of the DIRAP.

    
“Company” means Citigroup Inc., a Delaware corporation and its consolidated
subsidiaries, or as applicable, any of its consolidated subsidiaries.


    
“Deferred Cash Award” means an unfunded, unsecured promise to make a cash payment
to a Participant at the end of a specified period of time and may be a Deferred
Cash Stock Unit Award.

    
“Deferred Cash Stock Unit Award”
means a Deferred Cash Award that is denominated in units of Citi Common Stock,
with each stock unit having a value equal to the value of one share of Citi
Common Stock as reported on the New York Stock Exchange, with the valuation date
and method determined in the sole discretion of the Plan Administrator and
consistently with the SIP.

    
“DIRAP” means the Citi Discretionary Incentive and Retention Award Plan, as
amended from time to time.

    
“Eligible Employee” means an employee of an Employer who (a) is eligible to
receive an award pursuant to the DIRAP or (b) is selected to receive an
Off-Cycle Award, and (c) for awards both under DIRAP and Off-Cycle Awards, (i)
who is employed by an Employer on the Award Date and (ii) has not given notice
of resignation from the Company prior to the Award Date.

    
“Employer” means the Affiliated Employer that employs a Participant. 

    
“Holdback Period” means the period after the vesting date of an Award during
which the award is not distributable to the Participant.

    
“Off-Cycle Award” means any Deferred Cash Award that is not granted pursuant
to the terms of DIRAP. 

    
“Participant” means an Eligible Employee who has been granted an Award under the
Plan. 

    
“Performance Criteria” means performance criteria related to a period of
performance which may be established on a Company-wide basis, with respect to
one or more business units or divisions or subsidiaries, or as otherwise
described in an Award Agreement, and may be based upon
the attainment of such criteria as may be determined by the Plan Administrator
in its discretion and described in an Award Agreement. 

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     “Performance Option” means
the performance option(s) designated by the Plan Administrator (from time to
time in its sole discretion) to measure the Return to be credited (or debited)
to a Participant’s Account Balance; provided, that the Plan Administrator may
change or amend such designated performance option(s) at any time in its sole
discretion. 

    
“Plan Administrator” means the Senior Human Resources Officer of Citigroup Inc. ,
which is currently the Head, Human Resources of Citigroup Inc., or his or her
delegates. Any such delegation need not be in writing. 

    
“Return” shall have the meaning set forth in Section 3.02. 

    
“Separation from
Service” means a termination of a
Participant’s employment with an Employer, provided such termination constitutes
a “separation from service” within the meaning of Treasury Regulation 1.409A-1(h) promulgated pursuant to Section 409A of the Code. 

    
“SIP” means the 2009 Stock Incentive Plan, as amended and restated from time
to time, or its successors.

    
“Specified Employee” means a “specified employee,” as defined in Section 409A of
the Code. 

    
“Total Incentive
Compensation” means the amount of a
Participant’s aggregate cash and non-cash incentive compensation for a given
Year, prior to giving effect to any deferral under the Plan. Total Incentive
Compensation does not include base salary or any multi-year incentive award,
unless otherwise provided by the Plan Administrator. 

    
“Vesting Condition” means any term, condition or restriction including without
limitation any Performance Criteria or other performance-based condition,
described in applicable Award documents that a Participant must satisfy in order
to receive a payment, distribution or otherwise realize monetary value from an
Award. 

    
“Vesting Date” is the date on which all Vesting Conditions have been
satisfied. 

    
“Year” means the calendar year. 

ARTICLE II
AWARDS UNDER THE PLAN


    
Section 2.01 Participation.
The Committee and/or management of the
Company is authorized, consistent with the terms of the Plan, to grant Awards to
Eligible Employees.

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     Section 2.02 Awards Generally. Deferrals under the Plan
shall be automatic and mandatory and may be equal to a specified percentage of
the Participant’s Total Incentive Compensation, determined by the Plan
Administrator in its sole discretion.

     Section 2.03 Award Agreements. Each
Award granted under the Plan shall be evidenced by an Award Agreement that sets
forth the terms, conditions, restrictions and limitations applicable to the
Award, which may include Performance Option(s), Vesting Conditions, provisions
applicable upon termination of employment with an Employer, Performance
Criteria, Clawback Provisions, Holdback Periods, and other terms and conditions
specified in the governing Award documentation. The Plan Administrator may
require a Participant to sign (or acknowledge receipt of) an Award Agreement as
a condition of participation in the Plan. If the Plan Administrator does not
require the execution of an Award Agreement by a Participant, acceptance of any
benefit of the Award by the Participant shall constitute agreement by the
Participant to the terms, conditions, restrictions and limitations set forth in
the Plan and the Award Agreement as well as the administrative guidelines and
practices of the Company in effect from time to time relating to the
Plan.

ARTICLE
III
ACCOUNTS 

     Section 3.01 Maintenance of Accounts.

     (a)
The Company or an Employer will maintain an
Account on its books and records for each Participant. The Account will be a
book entry credit reflecting a Participant’s Award and will periodically be
credited or charged with the Return attributable to such Award pursuant to
Section 3.02. A Participant’s Account will be charged with distributions to the
Participant or the Participant’s estate.

     (b)
For administrative purposes, a Participant’s
Account may be divided into sub-Accounts, for purposes of tracking different
Performance Options (if more than one) or maturity schedules, in each case as
applicable, or otherwise as necessary for purposes of reflecting the
Participant’s Award and the Return thereon. 

     Section 3.02 Return on Awards.

     (a) Awards will be credited with a
return (positive or negative) (the “Return”) on such schedule as the Plan
Administrator shall determine in its sole discretion, to reflect the equivalent
of the earnings and losses that a Participant’s Account would have experienced
had such amounts actually been invested in the Performance Option, as determined
by the Plan Administrator in its sole discretion. The Plan Administrator shall
from time to time designate such Performance Option(s) as it shall determine and
the Plan Administrator may, in its sole discretion, make a different Performance
Option(s) available to different Participants. The Plan Administrator shall
communicate the assigned or available Performance Option(s) on or about the
Award Date and any change or amendments to the assigned or available Performance
Option(s) shall be communicated to Participants.

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     (b) A Participant’s Account will
not be invested in any Performance Option and such Account does not represent
the Participant’s ownership of, or any ownership interest in, any Performance
Option.

    
(c) Notwithstanding any provision of this Plan to the contrary, the Plan
Administrator may, in its sole discretion, alter, modify, eliminate or replace
any Performance Option, as applicable, that is used to calculate the Return on a
Participant’s Accounts under the Plan. In the event the Plan Administrator
alters, modifies or eliminates any Performance Option, the Plan Administrator
may, in its sole discretion, provide the affected Participants another
Performance Option under the Plan.

ARTICLE IV
PAYMENTS


    
Section 4.01 Payments
Generally. Subject to the terms of the Award
Agreement, including without limitation, any
Vesting Conditions and any applicable Holdback Period, and subject to Section
7.05 herein, the vested portion of a Participant’s Account Balance will be paid
or distributed to the Participant as soon as practicable after the occurrence of
the applicable Vesting Date or Holdback Period.

    
Section 4.02 Taxes and
Withholding. All payments under the Plan are
subject to applicable withholdings and employment or other taxes. As a condition
to any payment or distribution of any Award made pursuant to the Plan, the
Company may, in its discretion, require a Participant to pay such sum to the
Company as may be necessary to discharge the Company’s obligations with respect
to any taxes, assessments or other governmental charges, whether of the United
States or any other jurisdiction, imposed on the Participant, property or income
on account of participation in the Plan. In the discretion of the Company, the
Company may deduct or withhold such sum from any payment or distribution to the
Participant, whether pursuant to the Plan or otherwise. In addition, the Company
may require a Participant to pay the Company an amount necessary to discharge
Company obligations with respect to any payroll taxes that may be owed on the
Participant’s Account Balance that are no longer subject to a substantial risk
of forfeiture. 

    
Section 4.03 Currency and Foreign
Exchange Rates. Generally, an Award will be
paid in the currency in which it is denominated, but in some circumstances, such
as if a Participant’s Employer or work country changes during the deferral
period, at the discretion of the Company, Participant’s vested Award may be
settled by a payment in the original award currency or in the currency of the
Participant’s current work country or country of residence, or by a combination
of payments from former Employers or Citigroup Inc. in one or more currencies.
In cases where an Award is settled in full or in part by payment in a currency
other than the original award currency, the Company will convert the award
currency to the payment currency at a market exchange rate on the date of
payment, as determined by the Company. 

    
Section 4.04 Nontransferability. Except as may be
otherwise provided in an Award Agreement, no Participant nor any creditor or
beneficiary of any Participant shall have the right to subject an amount payable
or distributable under this Plan to any anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, attachment or garnishment during
the Participant’s lifetime, including but not limited
to, in connection with a divorce, legal separation, or similar event. Prior to
payment as provided for herein, a Participant will have no rights under the Plan
to make withdrawals from his or her Account for any reason. In no event will a
Participant be entitled to receive loans from the Company or an Employer based
upon his or her Account Balance. 

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     Section 4.05
Liability for Payment. Each Employer shall be liable for the amount of any payment
owed to a Participant who is employed by such Employer during the deferral
period applicable to an Award; provided, however, that in the event that a
Participant is employed by more than one Employer during the deferral period
applicable to an Award, each Employer shall be liable for its allocable portion
of such payment, unless determined otherwise by the Plan Administrator.


ARTICLE V
ADMINISTRATION


    
Section 5.01 Plan
Administrator. The Plan shall be administered
by the Plan Administrator. The Plan Administrator shall have discretionary
authority to interpret the Plan, to make all legal and factual determinations,
and to determine all questions arising in the administration of the Plan,
including, without limitation, the reconciliation of any inconsistent
provisions, the resolution of ambiguities, the correction of any defects, and
the supplying of omissions. Each interpretation, determination or other action
made or taken pursuant to the Plan by the Plan Administrator shall be final and
binding on all persons. To the extent permitted by applicable law, the Committee
or the Plan Administrator may at any time delegate to one or more employees of
the Company or an Employer some or all of its authority over the administration
of the Plan. Such delegation need not be in writing. 

ARTICLE VI 
AMENDMENTS AND TERMINATION 

    
Section 6.01 Right to Amend or
Terminate the Plan. The Committee may alter,
amend, modify, suspend or terminate the Plan at any time in its sole discretion
provided that no such alteration, amendment, modification, suspension or
termination shall cause an Award or any portion of an Account or the Plan to
violate Section 409A or Section 457A of the Code. No further Awards will be made
after the effective date of termination of the Plan. Following such termination,
payment in respect of each Participant’s Accounts will be made as provided in
Section 6.02. For the avoidance of doubt, no action permitted to be taken by the
Committee pursuant to this Section 6.01 shall require the consent of any
Participant.

    
Section 6.02 Payment Following
Termination of the Plan. Upon termination of
the Plan, the Plan Administrator may take such action with respect to each
Participant’s Accounts as it reasonably determines is necessary or desirable;
provided, however, that the Plan Administrator may take no action which will
result in accelerated taxation or tax penalties under Section 409A or 457A of
the Code in respect of any Participant’s Account(s). No termination of the Plan
or any Participant’s Award Agreement will give rise to a claim of constructive
termination of employment by any Participant. 

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     Section 6.03.
Other Amendments. The Committee retains the right to modify an Award without a
Participant’s prior consent if it determines that the modification is required
to comply with applicable law, regulation, or regulatory guidance (including
applicable tax law). The Company shall furnish or make available to
Participants a written notice of any modification through a brochure supplement
or otherwise, which notice shall specify the effective date of such
modification. Any other adverse modification not elsewhere described in this
Plan shall not be effective without a Participant’s written consent. 

    
Section 6.04 Sub Plans. The Plan Administrator may, in its sole discretion, create
separate sub-plans (“Sub Plans”) under this Plan, which shall provide for participation in
the Plan by Participants employed outside of the United States. Each Sub Plan
shall comply with local law, tax policy or custom applicable to deferred
compensation plans.

ARTICLE VII
GENERAL PROVISIONS


    
Section 7.01 Unfunded Status of the
Plan. The Plan is unfunded. A Participant’s
Account shall represent at all times an unfunded and unsecured contractual
obligation of each Employer that employed the Participant during the deferral period
applicable to an Award. Each Participant (or his or her estate) will be
unsecured creditors of each Employer at which such Participant is or was
employed with respect to all obligations owed to Participant (or his or her
estate) under the Plan or any Award Agreement. Amounts payable under the Plan
and any Award Agreement will be satisfied solely out of the general assets of an
Employer subject to the claims of its creditors. A Participant (or his or her
estate) will not have any interest in any fund or in any specific asset of an
Employer of any kind by reason of any Return credited to him or her hereunder,
nor shall the Participant (or his or his estate) have any right to receive any
payment or distribution under the Plan or any Award Agreement except as, and to
the extent, expressly provided in the Plan or Award Agreement. No Employer will
segregate any funds or assets to provide for the distribution of an Account
Balance or issue any notes or security for the payment thereof. Any reserve or
other asset that an Employer may establish or acquire to assure itself of the
funds to provide payments required under the Plan shall not serve in any way as
security to any Participant (or his or her estate) for the performance of the
Employer under the Plan. 

    
Section 7.02 ERISA Status of the
Plan. The Plan is a discretionary incentive
and retention award plan and is not intended to be subject to the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), and it shall be
operated and interpreted consistent with such intent. A Sub Plan may be subject
to ERISA if the express terms of the Sub Plan so provide. 

    
Section 7.03 No Right to Continued
Employment. Neither the Plan, any Award
Agreement nor any action taken or omitted to be taken pursuant to or in
connection with the Plan shall be deemed (a) to create or confer on a
Participant any right to be retained in the employ of the Company, (b) to
interfere with or to limit in any way the Company’s right to terminate the
employment of a Participant at any time, or (c) to confer on a Participant any
right or entitlement to compensation in any specific
amount for any future period. In addition, selection of an individual as a
Participant for a given Award shall not be deemed to create or confer on the
Participant any right to participate in the Plan, or in any similar plan or
program that may be established by the Company, in respect of any Award.


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     Section 7.04
Offset Rights. Notwithstanding any provisions of the Plan to the contrary, to the
extent consistent with the requirements of Section 409A of the Code, the Company
may, if the Plan Administrator in its sole discretion shall determine, offset
against any payments or distributions that would have otherwise been made to a
Participant under the Plan by (a) any amounts which such Participant may owe to
the Company, or (b) any amounts paid by the Company to a third party pursuant to
any award, judgment, or settlement of a complaint, arbitration or lawsuit of
which such Participant was the subject. 

    
Section 7.05 Code Section 409A and Code
Section 457A. 

    
(a) Notwithstanding anything to the contrary herein or in any applicable
Award Agreement, all payments and distributions due hereunder and thereunder are
intended to comply with Section 409A and Section 457A of the Code and the
guidance issued thereunder, and this Plan and any applicable Award Agreement
shall be construed accordingly.

    
(b) If a
Participant is a Specified Employee at the time of his or her Separation from
Service, any payment(s) with respect to any Award subject to Section 409A of the
Code to which such Participant would otherwise be entitled by reason of such
Separation from Service shall be made on the date that is six months after the
Participant’s Separation from Service (or, if earlier, the date of the
Participant’s death). All payments hereunder and under any applicable Award
Agreement that have been delayed pursuant to this Section 7.05 shall be paid
(without interest, dividends, dividend equivalents or any compensation for any
loss in market value or otherwise which occurs during such period) to the
Participant in a lump sum to the extent the Award terms provide for payment in a
lump sum form. 

    
(c) Each
Participant or the Participant’s estate, as the case may be, is solely
responsible and liable for the satisfaction of all taxes and penalties that may
be imposed on or for the account of such Participant in connection with this
Plan or any other nonqualified deferred compensation plan sponsored or
maintained by the Company (including without limitation any taxes and penalties
under Section 409A or Section 457A of the Code), and the Company shall have no
obligation to indemnify or otherwise hold such Participant or the Participant’s
estate harmless from any or all of such taxes or penalties.

    
Section 7.06 Successors. The obligations of the Company under this Plan shall be
binding upon the successors of the Company. 

    
Section 7.07 Governing
Law. The Plan and each Award Agreement
entered into with a Participant shall be subject to and construed in accordance
with the laws of the State of New York, without regard to any conflicts or
choice of law rule or principle that might otherwise refer the interpretation of
the Award to the substantive law of another jurisdiction.

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     Section 7.08
Construction. The headings in this Plan have been inserted for convenience of
reference only and are to be ignored in any construction of any provision
hereof. Use of one gender includes the other, and the singular and plural
include each other. 

    
Section 7.09 Arbitration.
Any disputes related to the Plan or an Award
shall be resolved by arbitration in accordance with the Company’s arbitration
policies. In the absence of an effective arbitration policy, any dispute in any
way related to or arising out of the Plan or an Award shall be submitted to
arbitration in accordance with the rules of the American Arbitration
Association. 

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