Consulting Agreement - Citigroup Inc. and Michael T. Masin
July 31, 2003
Michael T. Masin
Vice Chairman and
Chief Operating Officer
399 Park Avenue
New York, NY 10022
Reference is made to the letter dated October 7, 2002 (the "2002 Letter") relating to your employment with Citigroup Inc. ("Citigroup").
This letter shall confirm that in light of the recent announcements regarding Citigroup's plan for CEO succession and the anticipated management reorganization, you will have "Good Cause", as defined in the 2002 Letter, to terminate your employment with Citigroup, at any time after the effective date of the appointment by the Board of a new Chief Operating Officer. In order to ensure a smooth transition, you have agreed to remain with Citigroup until December 31, 2003, or such earlier date as we may mutually agree upon (the "Termination Date"). The terms and conditions of your termination of employment shall be governed by the 2002 Letter, which shall remain in full force and effect, except as specifically modified herein.
You will continue to receive your base salary at the current rate and will remain eligible to participate in Citigroup's employee benefit programs through and until your Termination Date. You will receive a cash incentive award for the year 2003 having a pretax value of $6.8 million, which amount will be subject to proration if your Termination Date occurs prior to December 31, 2003. Payment of this cash incentive award will be deferred until April 1, 2004. You will not be eligible to participate in the Capital Accumulation Program with respect to this cash incentive award.
In consideration of Citigroup's agreement to enter into a consulting agreement with you following your Termination Date, on the terms and conditions described below ("Consulting Agreement"), you agree to waive all rights to the payments described in paragraph (1) under the heading "Termination of Employment" in the 2002 Letter.
Your receipt of the payments described above, in the 2002 Letter and pursuant to the Consulting Agreement, will be subject to your execution (without revocation), following the Termination Date, of a separation agreement and general release, which will include confidentiality, non-disparagement and non-solicitation provisions in standard form acceptable to the Company and its counsel.
The Consulting Agreement shall be in standard form acceptable to Citigroup and its counsel, and shall contain the following provisions:
If the terms described herein are acceptable to you, please sign and return one copy of this letter to me. It has been a pleasure working with you and I wish you the best of luck in your future endeavors.
/s/ Michael E. Schlein
Michael E. Schlein
ACCEPTED AND AGREED:
/s/ Michael T. Masin
August 4, 2003
Michael T. Masin