Citigroup Inc.'s board has approved a retention-award plan for Chief Executive Vikram Pandit that could be worth tens of million of dollars.

"The ultimate value to Mr. Pandit will depend on the successful deployment and execution of strategies approved by Citi's board of directors," the company said in a filing with the Securities and Exchange Commission on Wednesday.

The plan has three parts. One incentive is a $10 million deferred stock award. The second is a "key employee profit-sharing plan" that awards him 0.06% of Citi's profits — at least $6.5 million a year — if earnings exceed $12 billion. Finally, Pandit will receive 500,000 Citigroup options, with most striking at the current price and the rest striking at higher prices that top out at $60 per share.

Citi's share price closed Wednesday at $41.24, down 30 cents.

The full payout will not be made for years, with the deferred stock award vesting between 2013 and 2015. The profit-sharing and deferred-stock awards are dependent in part on further board approval, and are subject to clawbacks.

The $12 billion pre-tax trigger for Pandit's key-employee bonus is identical to that of other top Citi executives. Citigroup posted $13.2 billion in pre-tax income last year, prompting CLSA analyst Mike Mayo to lambaste the measure in February as a "very low hurdle."

Board chairman Richard Parsons lavished praise on Pandit's performance. "The long-term, multi-year, performance-based structure of this award is designed to retain Vikram as our CEO and reward him for future performance benefitting the company and our shareholders," he said in the filing.

At Pandit's request, Citi reduced his compensation to $1 a year during the financial crisis, but the company in January increased his annual salary to $1.75 million.