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1.)
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The
Seller's sales program consists of the following (check the applicable
box
or
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□
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vested
options,
i.e., exercise vested options (“Options”) and contemporaneously sell the
Stock issued upon such exercise, using either cash generated from
the sale
to pay the Option exercise price or cash from a source other than
the
Stock sale to pay the Option exercise price, as determined by the
Seller
and specified in Schedule A-1.
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| □ |
already-owned
Stock,
i.e., sell the number of shares of Stock already owned by the Seller
(including vested shares granted to the Seller pursuant to the Issuer's
restricted share plan), as specified in greater detail in Schedule
A-2.
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□
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The
Seller is a member of the Issuer's board of directors, or is an "executive
officer" for purposes of Section 402 of the Sarbanes-Oxley Act of
2002
("SOA").
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□
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The
Seller is subject to the requirements of Section 16 of the Securities
Exchange Act of 1934 ("Exchange
Act").
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□
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The
Seller is not subject to Section 402 of the SOA or to Section 16
of the
Exchange Act.
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1.)
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Modification
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2.)
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Suspension
Events
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3.)
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Termination
Events
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□
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For
purposes of Rule 144, the Seller is an “affiliate” of the Issuer or
intends to sell shares of Stock under this Plan that are “restricted
securities.”
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The
Seller acquired the Stock in a transaction covered by Rule
145.
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The
Seller acquired the Stock under Rule 701 and intends to sell the
Stock in
accordance with Rule 701(g)(3).
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Neither
Rule 144, 145, nor 701 is applicable to the Seller under this
Plan.
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K.)
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Enforceability
in the Event of Bankruptcy
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a.) Date
of Grant
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b.) Option
Vesting Date
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c.)
Option
Expiration Date
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d.) Sale
Period
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e.) Number
of Option Shares to be Sold
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f.)
“Limit”
Price
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Start
Date
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End
Date
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| 1. |
Instructions:
In
column (a), list the Options in the order in which they are to be
exercised.
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2.
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Check
whether your Option exercise price will be
paid:
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from
the proceeds of shares of Stock to be sold under this Plan,
or
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from
a source other than the sale proceeds, as follows:
[describe]
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3.
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The
maximum number of shares of Stock to be sold under this Schedule
A-1 is:
____________
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4.
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Commission
per share: ____________________ cents.
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5.
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In
the event the Options cannot be exercised and the corresponding number
of
shares of Stock to be sold in a sale period cannot be sold for any
reason,
including the occurrence of a Suspension Event (check one
of
the following instructions):
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___
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any
unsold shares will be carried forward to succeeding sale periods
(if any)
and sold at their original limit price, but in no event may unsold
shares
be carried forward beyond the termination of this
Plan.
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___
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any
unsold shares will NOT be carried over to succeeding sale periods
(if
any).
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___
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neither
alternative is applicable.
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________________________________________________________
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a.) Date
Stock Acquired
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b.) Sale
Period
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c.) Authorized
Number of Owned Shares to be Sold
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d.)
“Limit”
Price or “Market” Price
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Start
Date
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End
Date
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1.
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Instructions:
In
column (a), state the date on which the shares to be sold were acquired.
If the shares were acquired in more than one lot, state the acquisition
date for each lot.
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2.
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Commission
per share: ____________________ cents.
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3.
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In
the event that SB is unable to sell the number of already owned shares
of
Stock authorized to be sold in a sale period for any reason, including
the
occurrence of a Suspension Event (check one
of
the following instructions):
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___
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any
unsold shares will be carried forward to each succeeding sale period
(if
any) until sold.
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___
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any
unsold shares will NOT be carried over to succeeding sale
periods.
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___
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neither
alternative is applicable.
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| 4. |
The
maximum number of shares of Stock to be sold under this Schedule
A-2 is
____________________.
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___________________________________________________________________________________
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To
The Seller:
Name:
__________________________
Address:_________________________
________________________________
Telephone:
______________________
Fax:
____________________________
E-Mail:_________________________
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Copies
to:
Name:
__________________________
Address:_________________________
________________________________
Telephone:
_______________________
Fax:
____________________________
E-Mail:__________________________
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To
Issuer:
Name:
__________________________
Address:_________________________
________________________________
Telephone:
______________________
Fax:
____________________________
E-Mail:_________________________
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Copies
to:
Name:
__________________________
Address:_________________________
________________________________
Telephone:
_______________________
Fax:
____________________________
E-Mail:__________________________
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To
SB:
Primary
Contact:__________________
Alternate
Contact:_________________
Address:_________________________
________________________________
Telephone:
______________________
Fax:
___________________________
E-mail:_________________________
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Copies
to:
Executive Financial Services
Name:
Suzanne
Levirne
Address:388
Greenwich Street - 18th
fl.
New
York, NY 10013
Telephone:
212-723-9311
Fax:
212-816-6166/1164
E-mail:
Suzanne.levirne@citigroup.com
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1.)
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I
have reviewed the attached Rule 10b5-1 Sales Plan ("Plan") of
__________________ (the "Seller") adopted on __________ 2005, and
have
determined that it does not violate the Issuer's trading
policy.
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2.)
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For
purposes of Section 402 of the Sarbanes-Oxley Act of 2002 (check
the
applicable box):
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| □ |
The
Seller is
an
“executive officer” or director of the
Issuer
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| □ |
The
Seller is not
an
“executive officer” or director of the
Issuer
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3.)
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If
the Seller is a director or "executive officer" for purposes of Section
402 of the Sarbanes-Oxley Act of 2002, then (check only one
box):
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□
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The
Seller is permitted to exercise his/her vested Options and sell Stock
issued upon such exercise with the cash proceeds from the sale of
the
Stock, commonly referred to as a “broker-assisted cashless
exercise”.
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□
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The
Seller may exercise his/her vested Options and sell Stock issued
upon such
exercise only by using cash from a source other than the sale of
the Stock
under the Plan.
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4.)
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If
the Plan covers the exercise of Options granted under the Issuer’s stock
option plan (“SOP”), any exercise of the Options under the Plan does not
violate the terms and conditions of the SOP. The Issuer agrees to:
(i)
accept, acknowledge and effect the exercise of such Options by SB
on the
Seller's behalf upon receipt of a completed Schedule A-1 (which shall
constitute the Seller's Option exercise form), and (ii) notify SB
promptly
in writing if any of the Seller's Options have expired or been terminated
or forfeited under the SOP.
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5.)
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On
any day that the Seller's Options are exercised pursuant to the Plan
("Instruction Date"), Issuer will instruct its transfer agent to
deliver
to SB, no later than three business days after the Instruction Date,
the
number of shares of Stock corresponding to the number of Options
exercised
(including any shares issued as a result of a Stock split , Stock
dividend
or other like distributions affecting the Stock).
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6.)
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The
Issuer's obligations ("Obligations") set forth in Sections 4 and
5 above
constitute its legal, valid and binding obligations enforceable against
it
in accordance with their terms, and there is no contractual restriction
to
which Issuer is subject, or any litigation or other proceeding pending,
or
to my knowledge threatened, that would preclude the Seller from exercising
Options under the Plan.
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