Specifically, undelivered portions of these awards to Messrs. Pandit and Havens may be cancelled in full if the former executive had significant responsibility for a material adverse outcome for Citigroup, as determined by the Personnel and Compensation Committee of the Board. These awards are also subject to Citigroup's standard clawbacks applicable in the event of circumstances such as gross misconduct during employment or awards based on materially inaccurate financial statements. In addition, the awards are subject to the executives' compliance with restrictive covenants set forth in the Agreements, their agreement to cooperate with Citigroup in connection with legal matters and investigations involving Citigroup, and their executing and not revoking an effective general release of claims in favor of Citigroup.