Employment Agreement - Citigroup Inc. and Keith Hughes
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT, dated as of October 30, 2000 (the
"Agreement") between Citigroup Inc. (the "Company"), and Keith
Hughes (the "Executive").
WITNESSETH:
WHEREAS, the Company, Associates First Capital Corporation
("Associates") and AFS Merger Sub Inc. have entered into an
Agreement and Plan of Merger dated as of October 6, 2000 (the
"Merger Agreement");
WHEREAS, in connection with the transactions contemplated in the Merger
Agreement, the Company and the Executive desire to enter into an agreement
relating to the employment of the Executive by the Company, which employment
shall commence as of the Effective Time (as defined in the Merger Agreement);
NOW, THEREFORE, in consideration of the covenants and agreements
hereinafter set forth, the parties hereto agree as follows:
1. EMPLOYMENT
1.1. The Executive hereby agrees to serve, upon the terms and conditions
herein contained, as Vice Chairman of the Company. The Executive shall have
duties with respect to the successful integration of Associates and the Company,
and as the Chairman and Chief Executive Officer of the Company reasonably
determines is appropriate, consistent with the Executive's status and title. The
Executive shall report directly to the Chairman and Chief Executive Officer of
the Company.
1.2. As of the Effective Date (as defined below), the
Executive shall be appointed to the Board of Directors of the
Company.
1.3. The Agreement and the term of employment hereunder shall commence at
the Effective Time (the "Effective Date") and, subject to the terms hereof,
shall terminate on the last day of the 15th full calendar month after the
Effective Date (the "Employment Term"), unless expressly extended in writing.
1.4. During the Employment Term the Executive shall devote the Executive's
reasonable best efforts and substantially all of the Executive's business time
and services (subject to vacations, sick leave and other absences in accordance
with the policies of the Company as in effect from time to time for other senior
executives of the Company who are of a comparable status to the Executive) to
the business and affairs of the Company.
<PAGE>
1.5. During the Employment Term the Executive's primary place of business
shall be Dallas, Texas or the borough of Manhattan, New York, depending on the
needs of the Company, in either case, subject to reasonable travel as requested
by the Company.
2. SALARY AND BONUS
2.1. During the Employment Term, the Executive shall be entitled to
receive an annual base salary of $1 million, payable in accordance with the
Company's payroll policy as in effect from time to time for its senior
executives. The Company may, in its sole discretion, increase the Executive's
annual base salary. The Executive's annual rate of base salary, as it may be
increased from time to time, shall be referred to as the "Base Salary".
2.2. In addition to the Base Salary, the Executive shall be paid an annual
bonus ("Bonus") for each fiscal year of the Company ending during the Employment
Term, to be determined in accordance with the most favorable bonus policy within
the Company that is applicable to comparably situated senior executives of the
Company. In no event shall the Executive's Bonus be less than $2.5 million. Any
Bonus payable pursuant to this Section 2.2 shall be payable to the Executive at
the same time and in the same manner as such bonuses were generally payable to
other senior executives of the Company of comparable status to the Executive
prior to the Effective Date.
3. EQUITY COMPENSATION
3.1. All awards granted to the Executive prior to the Effective Time with
respect to any equity securities of Associates (e.g., any stock option or
restricted stock) and equity securities of the Company into which they were
converted shall continue to be vested and exercisable on and after the Effective
Time. Schedule A provides detail as to such equity awards.
3.2. During the Employment Term, the Executive shall be entitled to
participate in non-mandatory stock option and stock based plans and shall
participate in mandatory stock option and stock based plans (including, without
limitation, the Company's Capital Accumulation Plan) applicable generally to
other senior executives of the Company who are of a comparable status to the
Executive, in each case on the same basis as that generally afforded to the
other senior executives of the Company, and including consideration for a 2001
stock option grant at the same time and on the same terms and conditions as
stock options are generally granted to other senior executives of comparable
status to the Executive, subject to the terms and conditions of any such plan,
as such plan may now exist or may be adopted or amended hereafter by the Company
or any of its affiliates, as applicable.
<PAGE>
4. EXECUTIVE BENEFITS
4.1. The parties recognize that the Executive's rights and interest in any
amounts and benefits payable under any of Associates' nonqualified plans in
which the Executive participated prior to the Effective Date (i.e., the
Associates Long Term Performance Plan ("LTPP"), Excess Benefit Plan,
Supplemental Retirement Income Plan, Supplemental Executive Welfare Plan and
Shareholder Interest Bonus Plan) are vested, and the Company acknowledges that
such amounts and benefits may not be reduced or forfeited under any
circumstances. Schedule B provides detail as to certain of such benefits.
4.2. During the Executive's employment hereunder, the Executive shall
participate in and receive benefits under any and all employee retirement
income, welfare benefit (including, without limitation, life insurance),
vacation and fringe benefit policies, plans, programs or arrangements applicable
to, and at the same benefits level of, the Company's other senior executives who
are of a comparable status to the Executive, subject to the terms and conditions
of any such policies, plans, programs or arrangements, as such policies, plans,
programs or arrangements may now exist or may be adopted or amended hereafter by
the Company, as applicable; provided, however, that the Executive shall not be
required to contribute with respect to any such benefit an amount in excess of
the amount he was required to contribute with respect to a comparable benefit of
Associates immediately prior to the Effective Time. The Executive shall be
entitled to assign his interest in life insurance benefits to a trust for estate
planning purposes, in accordance with the Company's policies.
4.3. The Executive shall receive the same perquisites as senior executives
of the Company who are of comparable status to the Executive.
5. EXPENSES
During the Executive's employment hereunder, the Executive is authorized
to incur, and shall be reimbursed for all, reasonable expenses for promoting the
business of the Company and its affiliates, including expenses for travel and
similar items, in accordance with the policies of the Company as in effect from
time to time for other senior executives of the Company who are of a comparable
status to the Executive.
6. TERMINATION
6.1. The Company may terminate the Executive's employment hereunder at any
time, with or without Cause. As used herein, the term "Cause" shall be limited
to (a) action by the Executive involving willful malfeasance resulting in
material and demonstrable harm to the Company or an affiliate thereof, (b) the
Executive's willful and continued neglect or refusal to perform the executive
duties assigned to the Executive pursuant to this Agreement (other than as a
result of total or partial incapacity due to physical or mental illness), (c)
the Executive's being
<PAGE>
convicted of a felony, (d) the Executive's engaging in any activity that is
directly or indirectly in competition with the Company or any affiliate or (e)
the Executive's violation of a material Company policy covering standards of
corporate conduct. Notwithstanding anything to the contrary in this Agreement,
if the Company terminates the Executive's employment with Cause, the Executive
shall receive: (i) any accrued but unpaid Base Salary through the date of
termination; and (ii) any other compensation or benefits payable to the
Executive under any plan, program or arrangement maintained by the Company or
any of its affiliates, as referenced in Article 4 herein, ((i) and (ii)
collectively, the "Accrued Amounts"), and all of the Company's other obligations
under this Agreement shall cease on the effective date of the Executive's
termination of employment. No action taken by the Executive in the reasonable,
good-faith belief that such action was in the best interest of the Company shall
constitute a basis for Cause hereunder. In the case of Section 6.1 (b), (d) or
(e), the Executive shall not be terminated for Cause if the basis for Cause is
remedied by the Executive within 10 days after receipt of written notice from
the Company specifying, in reasonable detail, such basis for Cause.
6.2. In the event that either the Company terminates the Executive's
employment for any reason other than Cause or the Executive terminates his
employment due to a Constructive Termination (as defined below), the Executive
shall, in lieu of any other compensation or benefits provided for under this
Agreement (to the extent permitted by applicable law):
(a) receive the Accrued Amounts;
(b) receive, within 10 business days after termination, a lump-sum
cash payment in an amount equal to:
(i) three times the sum of the Executive's Base Salary and the
Average Bonus under any annual bonus plan(s), plus
(ii) a pro rata amount, based on the portion of the current
performance year preceding termination, equal to the Average
Bonus under any annual bonus plan(s);
(c) be treated as a retiree as of the termination of employment
under any plan under which the Executive has been granted
stock options, restricted stock, restricted stock units or
similar equity rights;
(d) continue to receive, for three years from the date of
termination of the Executive's employment hereunder, at the
Company's expense, life insurance and medical, dental,
disability and other welfare benefits at least as favorable as
those provided by the Company to the Executive, and in which
the Executive is enrolled, on the date of termination of the
Executive's employment hereunder (the "Company Welfare
Benefits"),
<PAGE>
provided that such Company Welfare Benefits shall cease if the
Executive obtains other employment and receives benefits that
are similar in the aggregate to the Company Welfare Benefits;
and
(e) additional cash payments to reimburse the Executive, on an
after-tax basis, for any New York State and New York City
taxes (net of any corresponding Federal income tax deduction)
imposed on the Executive's income in respect of payment
received under Section 6.2(b)(i).
As used herein, "Constructive Termination" shall mean a termination by the
Executive of his employment for any reason whatsoever (including by reason of
the Executive's death). Until such time as the LTPP is terminated (without the
establishment of a similar plan), a Constructive Termination hereunder shall be
deemed an involuntary termination without "Cause" under the LTPP. "Average
Bonus" shall mean the average of the bonuses paid, payable or awarded to (or
deferred by) the Executive by the Company or Associates (including any such
bonus paid, payable, awarded or deferred under Section 2.2 above) in respect of
each of the three full fiscal years of the Company or Associates immediately
preceding the year of termination of the Executive's employment (including the
full fiscal year immediately preceding the year of termination of the
Executive's employment irrespective of whether the bonus for such year has been
paid, awarded or deferred or become payable prior to the termination of the
Executive's employment); provided, however, that if the Executive's employment
is terminated during the 2000 fiscal year, then the Average Bonus shall mean the
bonus previously communicated to the Executive in respect of such fiscal year
averaged with the bonuses in respect of 1999 and 1998. Notwithstanding the
foregoing, with respect to the Executive's continued coverage under any plans
subject to the continued coverage requirements of the Consolidated Omnibus
Budget Reconciliation Act of 1985 ("COBRA"), the Executive's "qualifying event"
for purposes of COBRA shall be the date that such Company Welfare Benefits cease
to be provided. Any termination payments hereunder shall not be taken into
account for purposes of any retirement plan or other benefit plan sponsored by
the Company or any of its affiliates, except as otherwise expressly required by
any such plan or applicable law. The Executive may designate, at any time and
from time to time, a beneficiary or beneficiaries, in such form as specified by
the Company, to receive the payments provided for upon the Executive's death,
provided that any designation or change of a prior designation must be received
in writing by the Company prior to the Executive's death; provided, however,
that if no such designation is received by the Company prior to the Executive's
death, the Executive's beneficiary shall be deemed to be the Executive's estate.
6.3 In the event that it shall be determined (as provided in Appendix A
hereto) that any payment or distribution by the Company or Associates pursuant
to this Agreement to or for the benefit of the Executive (determined without
regard to any additional payments required under this Section 6.3 of the
Agreement) (a "Payment") would be subject to the excise tax imposed by Code
Section 4999 (or any successor provision thereto) or to any similar tax imposed
by state or local law, or to any interest or penalties with respect to such
excise tax (such tax or taxes, together with any such interest and penalties,
are hereinafter collectively referred to as the "Excise Tax"),
<PAGE>
then the Company shall pay to the Executive an additional amount (a "Gross-Up
Payment" ) such that, after payment by the Executive of all taxes (including any
interest or penalties imposed with respect to such taxes), including any Excise
Tax, imposed upon the Gross-Up Payment, the Executive retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Payment. Such Gross-Up
Payment shall be subject to the terms set forth on Appendix A hereto.
7. RESTRICTIVE COVENANTS
7.1. The Executive agrees to execute and deliver the Intellectual Property
and Confidential Information Agreement annexed hereto as Exhibit I and to be
bound by the Company's Statement of Business Practices, including the provisions
thereof relating to proprietary and confidential information and conflicts of
interest.
7.2. The Executive and the Executive's agents shall not, during the
one-year period following any termination of employment hereunder, or in
contemplation of termination of employment, induce, entice or solicit any
employee of the Company or its affiliates, to leave employment with the Company
or its affiliates.
7.3. The Executive shall not, during the one-year period following any
termination of employment hereunder, induce, entice or solicit any customer of
the Company or its affiliates with whom the Executive has had substantial
contact while employed by the Company or any of its affiliates to divert any
portion of its business to any other person or entity.
8. NOTICE
For all purposes of this Agreement, all communications, including without
limitation notices, consents, requests or approvals, required or permitted to be
given hereunder, shall be in writing, and shall be deemed to have been duly
given when hand-delivered or dispatched by electronic facsimile transmission
(with receipt thereof confirmed), or five business days after having been mailed
by United States registered or certified mail, return receipt requested, postage
prepaid, or three business days after having been sent by a nationally
recognized overnight courier service such as Federal Express or UPS, addressed
to the Company (to the attention of its General Counsel) at its principal
executive offices and to the Executive at the Executive's latest address
contained in the Company's personnel records, or to such other address as any
party may have furnished to the other in writing and in accordance herewith,
except that notices of changes of address shall be effective only upon receipt.
9. SEPARABILITY
If any provision of this Agreement shall be declared to be invalid or
unenforceable, in whole or in part, such provision shall be modified, to the
extent practical, consistent with the intent of the parties, in order to render
it enforceable, but such invalidity or unenforceability shall not affect the
remaining provisions hereof, which shall remain in full force and effect.
<PAGE>
10. ASSIGNMENT
10.1. The Company shall require any successor (whether direct or indirect,
by purchase, merger, consolidation, reorganization or otherwise) to all or
substantially all of the business or assets of the Company, by agreement in form
and substance satisfactory to the Executive, expressly to assume and agree to
perform this Agreement in the same manner and to the same extent the Company
would have been required to perform if no such succession had taken place. This
Agreement shall be binding upon and inure to the benefit of the Company and any
successor to the Company, including without limitation any persons acquiring
directly or indirectly all or substantially all of the business or assets of the
Company whether by purchase, merger, consolidation, reorganization or otherwise
(and such successor shall thereafter be deemed the "Company" for the purposes of
this Agreement), but shall not otherwise be assignable, transferable or
delegable by the Company.
10.2. This Agreement shall inure to the benefit of, and be enforceable by,
the Executive's personal or legal representatives, executors, administrators,
successors, heirs, distributees and legatees.
10.3. This Agreement is personal in nature, and neither of the parties
hereto shall, without the consent of the other, assign, transfer or delegate
this Agreement or any rights or obligations hereunder except as expressly
provided in Section 10. 1.
10.4. Without limiting the generality or effect of the foregoing, the
Executive's right to receive payments hereunder shall not be assignable,
transferable or delegable, whether by pledge, creation of a security interest,
or otherwise, other than by a transfer by the Executive's will or by the laws of
descent and distribution; and, in the event of any attempted assignment or
transfer contrary to this Section 10.4, the Company shall have no liability to
pay any amount so attempted to be assigned, transferred or delegated.
11. ENTIRE AGREEMENT; AMENDMENT
This Agreement supersedes any and all other agreements, either oral or in
writing, between the parties hereto (as well as between the Executive and
Associates including, without limitation, the Employment Agreement dated as of
December 1, 1998 between Associates Corporation of North America and the
Executive) with respect to the subject matter hereof and contains all of the
covenants and agreements between the parties with respect to such subject
matter. Each party to this Agreement acknowledges that no representations,
inducements, promises or other agreements, orally or otherwise, have been made
by any party, or anyone acting on behalf of any party, pertaining to the subject
matter hereof, which are not embodied herein, and that no other agreement,
statement, or promise pertaining to the subject matter hereof that is not
contained in this Agreement shall be valid or binding on either party. No
provision of
<PAGE>
this Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing signed by the Executive and
the Company. No waiver by either party hereto at any time of any breach by the
other party hereto or compliance with any condition or provision of this
Agreement to be performed by such other party will be deemed a waiver of similar
or dissimilar provisions or conditions at the same or at any prior or subsequent
time. Unless otherwise noted, references to "Sections" are to sections of this
Agreement. The captions used in this Agreement are designed for convenient
reference only and are not to be used for the purpose of interpreting any
provision of this Agreement.
12. DISPUTE RESOLUTION
12.1. Any dispute between the Executive and the Company under this
Agreement shall be resolved (except as provided otherwise in this Section 12)
through binding arbitration conducted by the American Arbitration Association,
pursuant to the American Arbitration Association Employment Arbitration rules,
or other mutually agreeable arbitration service or rules. The single arbitrator
shall be selected by mutual agreement, through alternative strikes from a
designated list, or as required by the American Arbitration Association. The
arbitrator shall be duly licensed to practice law in the State of Texas and
shall have experience in employment law arbitration. All proceedings shall be
conducted in the City of Dallas, State of Texas, unless otherwise agreed by all
parties.
12.2. The arbitrator shall permit reasonable pre-hearing discovery of
facts, to the extent necessary to establish a claim or a defense to a claim,
subject to supervision by the arbitrator. Each party shall be entitled to
present evidence and argument to the arbitrator. Each party shall have the right
to be represented by legal counsel of the party's choosing. The arbitrator shall
have the right only to interpret and apply the provisions of this Agreement and
may not change any of its provisions. The arbitrator does not have authority (a)
to render a decision that contains a reversible error of state or federal law or
(b) to apply a cause of action or remedy not otherwise provided for under
applicable state or federal law. The arbitrator shall be required to state in a
written opinion all facts and conclusions of law relied upon to support the
decision rendered and shall give written notice to the parties of the decision
and furnish each party a signed copy of such decision. The determination of the
arbitrator shall be conclusive and binding upon the parties, and judgment upon
the same may be entered in any court having jurisdiction thereof. The parties
shall resolve any dispute over the enforceability of an award through
declaratory relief to be disposed of through motion proceedings in the
applicable court of law in Texas. Either party may move for dismissal through
summary judgment in accordance with the Federal Rules of Civil Procedure and the
standard of proof under federal law for a motion for summary judgment. The
expenses of arbitration, including reasonable expenses of legal counsel retained
by the Executive in connection with such arbitration, shall be borne by the
Company.
<PAGE>
13. WITHHOLDING
The Company may withhold from any amounts payable under this Agreement all
federal, state, city or other taxes as the Company is required to withhold
pursuant to any law or government regulation or ruling.
14. GOVERNING LAW
This Agreement shall be construed, interpreted and governed in accordance
with the laws of Texas, without regard to conflicts of laws principles thereof.
15. NO MITIGATION OR OFFSET
The Executive shall not be required to mitigate any amounts hereunder. The
Company shall have no right to offset against any payments or other benefits due
to the Executive hereunder for any reason, except as expressly provided in
Section 6.2(d), above.
[remainder of page intentionally left blank]
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement
effective as of October 30, 2000.
/s/ Keith W. Hughes
-------------------
EXECUTIVE
CITIGROUP INC.
/s/ Sanford I. Weill
--------------------
By: Sanford I. Weill
Title: Chairman and Chief Executive Officer
<PAGE>
APPENDIX A
GROSS-UP PAYMENT
1. Subject to the provisions of Section 2 of this Appendix A, all
determinations required to be made under Section 6.3 of the Agreement, including
whether and when an Excise Tax is payable by the Executive and the amount of
such Excise Tax and whether and when a Gross-Up Payment is required and the
amount of such Gross-Up Payment, shall be made by a nationally recognized firm
of certified public accountants (the "Accounting Firm") selected by the Company
and approved by the Executive. The Company and the Executive shall each provide
the Accounting Firm access to and copies of any books, records and documents in
the possession of the Company or the Executive, as the case may be, reasonably
requested by the Accounting Firm and otherwise cooperate with the Accounting
Firm in connection with the preparation and issuance of the determination
contemplated by Section 6.3 of the Agreement and this Section 1. The Accounting
Firm shall submit its determination and detailed supporting calculations both to
the Company and to the Executive within 15 business days after the effective
date of termination of the Executive's employment hereunder, if applicable, or
at such earlier time as may be requested by the Company or the Executive. All
fees and expenses of the Accounting Firm shall be borne solely by the Company.
If the Accounting Firm determines that any Excise Tax is payable by the
Executive, the Company shall pay the required Gross-Up Payment to the Executive
within five business days after receipt of such determination and calculations.
If the Accounting Finn determines that no Excise Tax is payable by the
Executive, it shall, at the same time as it makes such determination, furnish
the Executive with an opinion that the Executive has substantial authority not
to report any Excise Tax on the Executive's federal, state, local income or
other tax return. Any determination by the Accounting Firm as to the amount
of the Gross-Up Payment shall be binding upon the Company and the Executive.
As a result of possible uncertainty in the application of Code Section 4999
(or any successor provision thereto) and the possibility of similar
uncertainty regarding applicable state or local tax law at the time of any
determination by the Accounting Firm hereunder, it is possible that Gross-Up
Payments will not have been made by the Company that should have been made
(an "Underpayment"), consistent with the calculations required to be made
hereunder. In the event that the Company exhausts or fails to pursue its
remedies pursuant to Section 2 of this Appendix A and the Executive
thereafter is required to make a payment of any Excise Tax, the Accounting
Firm shall determine the amount of the Underpayment that has occurred, and
the Company shall promptly pay any such Underpayment to or for the benefit of
the Executive within five business days after the Company's receipt of the
Accounting Firm's determination and calculations. Notwithstanding the
foregoing, after payment by the Company of the Gross-Up Payment, as
determined by the Accounting Firm, the Company may direct the Executive to
apply for and/or sue for a refund of any Excise Tax paid, in which event the
provisions of Section 2 of this Appendix A shall apply.
2. The Executive shall notify the Company in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by the
Company of a Gross-Up
<PAGE>
Payment. Such notification shall be given as promptly as practicable but no
later than ten (10) business days after the Executive actually receives notice
of such claim and the Executive shall further apprise the Company of the nature
of such claim and the date on which such claim is requested to be paid (in each
case, to the extent known by the Executive). The Executive shall not pay such
claim prior to the earlier of (a) the expiration of the 30-calendar-day period
following the date on which the Executive gives such notice to the Company and
(b) the date that any payment of amount with respect to such claim is due. If
the Company notifies the Executive in writing prior to the expiration of such
period that it desires to contest such claim, the Executive shall:
(i) provide the Company with any written records or documents in the
Executive's possession relating to such claim as such records or documents
are reasonably requested by the Company;
(ii) take such action in connection with contesting such claim as the
Company shall reasonably request in writing from time to time, including
without limitation accepting legal representation with respect to such
claim by an attorney competent in respect of the subject matter and
reasonably selected by the Company;
(iii) cooperate with the Company in good faith in order to
effectively to contest such claim; and
(iv) permit the Company to participate in any proceedings relating to
such claim;
provided, however, that the Company shall bear and pay directly all costs and
expenses (including interest and penalties) incurred in connection with such
contest and shall indemnify and hold harmless the Executive, on an after-tax
basis, for and against any Excise Tax or income tax, including interest and
penalties with respect thereto, imposed as a result of such representation and
payment of costs and expenses. Without limiting the foregoing provisions of this
Section 2, the Company shall control all proceedings taken in connection with
the contest of any claim contemplated by this Section 2 and, at its sole option,
may pursue or forego any and all administrative appeals, proceedings, hearings
and conferences with the taxing authority in respect of such claim (provided,
however, that the Executive may participate therein at the Executive's own cost
and expense) and may, at its option, either direct the Executive to pay the tax
claimed and sue for a refund or contest the claim in any permissible manner, and
the Executive agrees to prosecute such contest to a determination before any
administrative tribunal, in a court of initial jurisdiction and in one or more
appellate courts, as the Company shall determine; provided, however, that if the
Company directs the Executive to pay the tax claimed and sue for a refund, the
Company shall advance the amount of such payment to the Executive on an
interest-free basis and shall indemnify and hold the Executive harmless, on an
after-tax basis, from any Excise Tax or income tax, including interest or
penalties with respect thereto, imposed with respect to such advance; and
provided further, however, that any extension of the statute of limitations
relating to payment of taxes for the taxable year of the Executive with respect
to which the contested amount is claimed to be due is limited solely to such
contested
<PAGE>
amount. Furthermore, the Company's control of any such contested claim shall be
limited to issues with respect to which a Gross-Up Payment would be payable
hereunder and the Executive shall be entitled to settle or contest, as the
case may be, any other issue raised by the Internal Revenue Service or any
other taxing authority.
3. The federal, state and local income or, other tax returns filed by
the Executive shall be prepared and filed on a consistent basis with the
determination of the Accounting Firm with respect to the Excise Tax payable by
the Executive. The Executive shall make proper payment of the amount of any
Excise Tax and, at the request of the Company, provide to the Company true and
correct copies (with any amendments) of the Executive's federal income tax
return as filed with the Internal Revenue Service and corresponding state and
local tax returns, if relevant, as filed with the applicable taxing authority,
and such other documents reasonably requested by the Company, evidencing such
payment. If, after the receipt by the Executive of an amount advanced by the
Company pursuant to Section 6.3 of the Agreement or Section 2 of this Appendix
A, the Executive receives any refund with respect to such claim, the Executive
shall (subject to the Company's complying with the requirements of Section 2 of
this Appendix A) promptly pay to the Company the amount of such refund (together
with any interest paid or credited thereof after taxes applicable thereto). If,
after the receipt by the Executive of an amount advanced by the Company pursuant
to Section 6.3 of the Agreement or Section 2 of this Appendix A, a determination
is made that the Executive shall not be entitled to any refund with respect to
such claim and the Company does not notify the Executive in writing of its
intent to contest such denial or refund prior to the expiration of 30 calendar
days after such determination, then such advance shall be forgiven and shall not
be required to be repaid, and the amount of such advance shall offset, to the
extent thereof, the amount of Gross-Up Payment required to be paid pursuant to
Section 6.3 of the Agreement.
<PAGE>
SCHEDULE A
EQUITY - BASED AWARDS GRANTED BY ASSOCIATES
<PAGE>
Exercisable as of 9/28/00
--------------------------------------------------------------------------------
KEITH W. HUGHES
5600 Chatham Hill Road
Dallas, TX 75220-2210
Stock Options:
Grant Expiration Plan Grant Options Options Options Options Vested Options
Date Date ID Type Granted Price Outstanding Exercisable
5/3/96 5/7/06 01 Non-Qualified 310,220 $14.50000 310,220 310,220 310,220
5/8/96 5/7/06 96 Non-Qualified 189,580 $14.50000 189,580 189,580 189,580
1/2/97 1/1/07 97 Non-Qualified 190,000 $21.62500 190,000 190,000 190,000
1/2/98 1/1/08 98 Non-Qualified 200,000 $35.31250 200,000 200,000 200,000
1/4/99 1/3/09 99 Non-Qualified 240,000 $42.25000 240,000 240,000 240,000
1/3/00 1/2/10 10 Non-Qualified 270,000 $26.56250 270,000 270,000 270,000
TOTALS 1,399,800 1,399,800 1,399,800 1,399,800
Restricted Stock:
Grant Date Number of Shares Number Vested
5/8/96 103,460 103,460
1/2/98 35,000 35,000
3/9/99 40,000 40,000
1/3/00 40,000 40,000
--------------------------------------------------------------------------------
<PAGE>
SCHEDULE B
CERTAIN BENEFIT CALCULATIONS
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[ERNST & YOUNG letterhead]
Associates First Capital Corporation
Calculation Worksheet for Keith Hughes
Monthly Accrued Benefits, Single Life Annuity
MONTHLY BENEFIT PAYABLE AT:
PLAN JULY 1, 2001 JULY 1, 2008
Age 55 Age 62*
AFCC Pension Plan $ 3,739.45 $ 3,739.45
EBP $ 69,219.84 $ 69,219.84
SRIP NOT APPLICABLE $ 11,528.74
-------------- -------------
Total Monthly Benefit $ 72,959.29 $ 84,488.03
*If the participant commences payment after age 55, the sum of the qualified and
EBP benefits will be the same as at age 55, but the individual qualified and EBP
benefit amounts may differ.
These benefits were calculated using the following information as input:
Date of birth: July 1, 1946
Service date: May 15, 1981
Benefit service, qualified plan: 20.12903
Additional service for Change in Control: 3 years
Five-year final average compensation (EBP and SRIP): $2,042,916.68
The final average earnings under the EBP and SRIP
include three extra years in calculating the highest
average compensation. The amount of compensation for
each extra year is based on the participant's final
annual base salary and an average of the last three
annual bonuses paid prior to Change in Control. The
amount used for each extra year is $2,025,000. In
addition, we used actual compensation for 1999 and
estimated compensation for 2000 in calculating the
five-year final average compensation. The 2000
compensation was estimated based on the 2000 annual base
salary plus the 1999 bonus. The amount of compensation
used for this purpose is as follows:
1999 $2,031,250
2000 $2,108,333
10/02/00
<PAGE>
Keith Hughes Cheryl Hughes
Benefit payable at 07/01/2001 (age 55)
QUALIFIED PLAN
PAYMENT OPTION YOUR AMOUNT SPOUSE AMOUNT
Single Life Annuity $3,739.45 $ 0.00
10 Yr. C&L Annuity* 3,515.08 3,515.08
50% J&S Annuity 3,365.51 1,682.76
75% J&S Annuity 3,215.93 2,411.95
100% J&S Annuity 3,066.35 3,066.35
EXCESS BENEFIT PLAN
Option based on payment option for Qualified Plan
PAYMENT OPTION YOUR AMOUNT SPOUSE AMOUNT
Single Life Annuity $69,219.84 $ 0.00
10 Yr. C&L Annuity* 65,066.65 65,066.65
50% J&S Annuity 62,297.86 31,148.93
75% J&S Annuity 59,529.06 44,646.80
100% J&S Annuity 56,760.27 56,760.27
SUPPLEMENTAL RETIREMENT INCOME PLAN
(PAYABLE AT AGE 62)
Option based on payment option for Qualified Plan
PAYMENT OPTION YOUR AMOUNT SPOUSE AMOUNT
Single Life Annuity $11,528.74 $ 0.00
10 Yr. C&L Annuity * 10,837.02 10,837.02
50% J&S Annuity 10,375.87 5,187.94
75% J&S Annuity 9,914.72 7,436.04
100% J&S Annuity 9,453.57 9,453.57
------------------------------
*Spouse's benefit payable upon death of participant. Under Ten Year Certain and
Life Annuity, payments continue for lifetime of retiree. If, upon death of
retiree, 120 payments have not been made, beneficiary will receive remaining
number of payments. Payments to BENEFICIARY stop after a total of 120 payments
have been made from the Plan (to either retiree or beneficiary).
<PAGE>
EXHIBIT 1
INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATION
AGREEMENT
<PAGE>
INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATION AGREEMENT
In consideration of my position and employment with Citigroup Inc. ("Citigroup")
or any subsidiary or affiliate of Citigroup ("Citigroup Business"), I agree to
keep confidential and not divulge to others, and not to use for my own benefit
or for the benefit of any unauthorized third parties, confidential, secret
and/or proprietary information and data regarding the business of Citigroup or
any Citigroup Business, their respective employees, products and services,
methods, systems, business plans or marketing methods and strategies, costs or
other confidential, secret or proprietary information. Furthermore, I agree to
keep confidential and not to use for my own benefit or the benefit of any
unauthorized third parties the secret, confidential or proprietary information
of Citigroup's or any Citigroup Business' employees, customers, clients and
vendors or any others having a confidential relationship with Citigroup or any
Citigroup Business. After my employment with Citigroup or any Citigroup Business
terminates, I agree not to divulge or use any such confidential or proprietary
information, and to return immediately to Citigroup or the appropriate Citigroup
Business all documents, disks, papers, media or records including but not
limited to those containing confidential or proprietary information and all
prototypes or samples relating to or derived from the confidential or
proprietary information, and I further agree not to keep copies or duplicates of
any of those items.
In addition, I understand and agree that while employed by Citigroup or any
Citigroup Business, I will promptly disclose to it, and assign to it my interest
in any invention, improvement, discovery or work of authorship made or conceived
by me, either alone or jointly with others, which arises out of my employment or
is aided by the use of time, materials, property or facilities of Citigroup or
any Citigroup Business. At Citigroup's or any Citigroup Business' request and
expense, I will assist Citigroup or any Citigroup Business during the period of
my employment and thereafter in connection with any effort to perfect such
assignment, any controversy or legal proceeding relating to such invention,
improvement, discovery or work of authorship and in obtaining domestic and
foreign patent, copyright or other protection covering the same. I will
irrevocably waive author's moral rights relating to such invention, improvement,
discovery or work of authorship and will not exercise such right in any manner.
I further agree that I will export or reexport, directly or indirectly, any
software or technology received from Citigroup or any Citigroup Business, or
allow the direct product thereof to be exported or reexported, directly or
indirectly, to (a) any country in Country Group S or Z of the Export
Administration Regulations of the Department of Commerce (currently Libya, Cuba
and North Korea); (b) any non-civil (i.e., military) end-users or for any
non-civil end-uses in any country in Country Group Q, W, or Y of the Export
Administration Regulations (currently Albania, Bulgaria, Cambodia, Estonia,
Laos, Latvia, Lithuania, Monogolian People's Republic, Romania, the geographic
area formerly known as the Union of Soviet Socialist Republics, Vietnam) or the
People's Republic of China; (c) any country subject to sanctions administered by
the Office of Foreign Assets Control (currently Cuba, Iran, Iraq, Libya, North
Korea and Yugoslavia [Serbia and Montenegro only]); or (d) Syria.
Finally, I understand that in the event I breach the terms of this Agreement, in
addition to any other remedies Citigroup or any Citigroup Business may have, I
may be subject to disciplinary action, up to and including termination of
employment.
/s/Keith W. Hughes Keith W. Hughes
------------------ ------------------------
Signature Print Name
November 14, 2000
------------------ ------------------------
Social Security Number Date
<PAGE>
AMENDMENT
AMENDMENT, dated as of January 11, 2001, between Citigroup Inc. (the
"Company"), and Keith Hughes (the "Executive") to the Employment Agreement,
dated as of October 30, 2000 (the "Employment Agreement") between the Company
and the Executive.
WHEREAS, the Company and the Executive have entered into the Employment
Agreement; and
WHEREAS, the Company and the Executive desire to amend the Employment
Agreement pursuant to Section 11 thereof.
NOW THEREFORE, in accordance with Section 11 of the Employment Agreement,
we hereby amend such Employment Agreement so that Section 6.2(b) reads, in its
entirety, as follows:
(b) receive, within 10 business days after termination, a lump-sum cash
payment in an amount equal to:
(i) three times the sum of the Executive's Base Salary and the
Average Bonus under any annual bonus plan(s), plus
(ii) a pro rata amount, based on the portion of the current
performance year preceding termination, equal to the Average Bonus
under any annual bonus plan(s); plus
(iii) pursuant to Section 2.2, a bonus for any previously
completed fiscal year to the extent not yet paid;
All other provisions of the Employment Agreement shall remain in full force and
effect.
CITIGROUP INC.
/s/ Stephanie B. Mudick
-----------------------
By:
Title:
/s/ Keith Hughes
----------------
KEITH HUGHES