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IN RE CITIGROUP, INC.

Nos. 06-2565, 07-1150.

535 F.3d 45 (2008)

In re CITIGROUP, INC. Capital Accumulation Plan Litigation Richard H. Gilmore, on behalf of himself and all others similarly situated, Plaintiff, Appellant, v. Citigroup, Inc.; Citifinancial, Inc.; Travelers Group Inc.; Salomon Smith Barney Inc.; Salomon Smith Barney Holdings Inc.; Smith Barney Inc.; Salomon Brothers, Inc.; Primerica Financial Services, Inc.; ABC Corps., 1-100; John Does, 1-100, Defendants, Appellees. Jerrold E. Slutzky, on behalf of himself and all others similarly situated, Plaintiff, Appellant, v. Smith Barney Inc.; Salomon Brothers, Inc.; Citigroup Inc.; Travelers Group Inc.; Salomon Smith Barney Holdings Inc.; Salomon Smith Barney Inc.; Primerica Financial Services, Inc., Defendants, Appellees.

United States Court of Appeals, First Circuit.

Decided July 24, 2008.

Attorney(s) appearing for the Case

Bruce H. Nagel with whom Nagel Rice, LLP was on brief, for appellants.

Preeta D. Bansal with whom Thomas J. Dougherty, David S. Clancy, Kara E. Fay, William P. Frank, Sarah E. McCallum, and Skadden, Arps, Slate, Meagher & Flom, LLP were on brief, for appellees.

Before LIPEZ and HOWARD, Circuit Judges, and GELPÍ, District Judge.

LIPEZ, Circuit Judge.

Invoking contract and other state common law claims, appellants Jerrold E. Slutzky and Richard H. Gilmore challenge appellee Citigroup, Inc.'s Capital Accumulation Plan ("CAP"), which gives certain employees the option of receiving part of their compensation as Citigroup stock, awarded at a discounted rate. The dispute arises over the provisions of that plan that require a participating employee to forfeit his unvested shares, and his equivalent...

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