Employment Agreement - Citigroup Inc. and John Reed
July 20, 2000
PERSONAL & CONFIDENTIAL
Mr. John Reed
Citigroup
153 East 53rd Street
New York, New York 10043
Dear John:
As we discussed, I recommended to the Compensation Committee that they approve
Items 1 through 7 contained in my draft letter to you of June 15th, and they
have done so. The items listed below are the same as listed in the draft.
1. There would be a cash payment of $5 million which
largely represents an allocated incentive bonus
for this year. It is my thought that this would be
paid promptly after being voted on by the
Compensation Committee.
2. Your new SERP calculation yields an annual benefit
of approximately $2,865,000 (subject to final
determination by the actuaries), this number
having now been calculated on the same basis as
that of other senior Citicorp participants. The
SERP calculation is inclusive of the above $5
million cash payment.
3. The company would continue to provide the normal
lawsuit indemnifications arising from company
employment, and D & O coverage in reasonable size
relating to your activities as an officer and
director of the company.
4. The company would furnish financial planning
services for up to five years in a reasonable
amount.
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5. An office at Citigroup, secretarial support, and
access to a car and driver would be provided to
you for as long as you deem useful. In the event
that at any point you choose not to maintain an
office in New York City, you would be provided an
office and secretarial support in a location of
your choice to age 75.
6. If requested by the company to perform certain
business functions in locations removed from this
area or for business functions for which you have
previously committed, you will be provided
corporate aircraft.
7. The computer that you use at home would stay, if
useful, or we would provide a new one if
desirable.
In lieu of asking for any specific form of agreement relating to
non-competition, etc., we will simply accept your statement of intent, as
expressed to Fred Cook, and we would ask you to provide us a letter setting
forth that statement of intent.
In addition, as is customary, we would propose that the Company and you agree to
mutual general releases.
Please sign and return one of the attached copies.
Accepted and Agreed:
/s/ John S. Reed
John S. Reed
Date: July 20, 2000