Retirement Agreement - Citigroup Inc. and Robert I. Lipp
PERSONAL AND CONFIDENTIAL
December 19, 2000
Mr. Robert I. Lipp
Dear Bob:
This will confirm our discussions regarding your proposed retirement as
an officer and employee from the Company and its affiliates.
- The effective date of your retirement as an officer and employee will be
on or about December 31, 2000 (the "Retirement Date"). Upon such
retirement, for purposes of all plans and programs of the Company and
its affiliates, you will be treated as having incurred a "Retirement,"
as defined in each such plan and program.
- At such time, you will retire as an employee and from all positions as
an officer or director of the Company and its affiliates, as well as a
fiduciary of any benefit plan of the Company and its affiliates except
that you will continue as a director of Citigroup Inc. (for which,
effective January 1, 2001, you will be compensated in a similar fashion
to non-employee directors generally) and will become Chairman of the
Board of Travelers Property Casualty Corp. ("TAP") (for which, effective
January 1, 2001, you will be compensated in an amount to be determined
between you and TAP), in each case for so long as is mutually agreeable
between you and the Company. You may resign either or both positions at
any time without effect on any other provisions of this agreement.
- During the period from the date hereof until the effective date of your
retirement, you will continue to be compensated at your current rate of
base pay, will continue to enjoy your current participation in various
benefit and employee plans and will continue to receive such other
prerequisites as you currently receive.
- You also will be eligible for consideration for a discretionary bonus
for 2000 in the ordinary course when bonuses are considered for other
senior executives, presently
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scheduled for January, 2001. Such bonus will not be subject to
participation in the Company's Capital Accumulation Plan.
- Following the effective date of your retirement, your continued
participation in (1) employee medical and welfare plans, (2) the
Company's stock option plans, (3) the Company's CAP Plan and (4) and any
other plan or programs of the Company or its affiliates (the "Equity and
Benefit Plans") will be pursuant to the terms of such plans as they
relate to retirees, except as otherwise provided for herein.
- Following the effective date of your retirement and continuing for a
period of one year, you will make yourself available, on a limited,
non-exclusive basis and scheduled so as to not unreasonably interfere
with your other activities, to consult with the Company on matters
reasonably related to your prior service with the Company. Such matters
may include training, operational efficiencies and strategic
initiatives. You will not be separately compensated for such consulting
activities, but will have your expenses reimbursed.
- Notwithstanding the provisions of any plan or program, the following
shall apply to your Retirement.
- All stock options and CAP awards shall be fully vested upon
your Retirement.
- All other benefits and awards under any other Equity and Benefit
Plans shall be fully vested on your Retirement.
- No stock options (including but not limited to reload grants,
CAP awards or other benefits and awards under any other
Equity and Benefit Plans, including but not limited to those
shares acquired upon prior option exercises, shall be subject
to any forfeiture provisions, clawback provisions or
restrictions on exercise or sale (other than under the
securities laws), other than, in substitution for all other
forfeiture or clawback criteria, the sole criteria shall be
that, without the Company's prior written consent, you will
not for two (2) years from your Retirement Date become a
director of, or assume responsibility for running a
significant business activity of any of the entities listed
on that certain letter, dated as of the date hereof and
referencing this paragraph. Upon your request, we will
promptly notify you of whether we will treat any proposed
activity as being in violation of the foregoing.
- All options shall remain exercisable for at least two (2) years
from your Retirement Date, except to the extent the original
grant period ends earlier.
- You acknowledge that you, of course, have a continuing obligation not to
publicly disclose confidential information about the Company or its
customers obtained in the
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course of your career with the Company (other than in compliance with
legal process).
- Upon your Retirement you will, of course, receive payment for accrued
but unused vacation, unpaid expense reimbursement and similar items. You
will, of course, also continue all rights to indemnification and
directors and officers liability insurance coverage.
- Any notice to be given under the latter shall be sent: if to you, at
your last home address on the records of the Company or, if to the
Company, to my attention at the Company's executive offices. Notices
should be sent by hand delivery, telecopy or overnight delivery and will
be deemed given when received.
- This letter agreement will be governed by New York law (without regard
to principles of conflict of laws) and reflects the entire agreement
with regard to the subject matter. It may not be modified or terminated
orally, but only by a writing executed by the party to be charged. Any
disputes with regard to this letter will be resolved by binding
arbitration, to be held in New York, New York, in accordance with the
rules and procedures of the American Arbitration Association before one
arbitrator selected jointly by you and the Company. Judgment upon the
award rendered by the arbitrator may be entered in any court of
competent jurisdiction.
If the foregoing accurately reflects our discussions, please sign in the
space provided below and return a copy of this letter.
Sincerely,
Citigroup Inc.
by: /s/ Charles O. Prince, III
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Acknowledged and agreed:
/s/ Robert I. Lipp
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Date: 12/19/00