Payments Upon Termination or Change of Control. (a) If Xxxxxxxx’x employment is terminated under paragraph 7(a) or 7(d) hereof, (i) the Company shall have no further obligation under this Agreement, except the obligation to pay Xxxxxxxx an amount equal to the portion of his compensation and out-of-pocket business expenses as may be accrued and unpaid on the date of termination and (ii) Xxxxxxxx shall be entitled to retain the rights granted hereunder to [a] that number of Restricted Stock Units and Additional Restricted Stock Units that have vested through the date of termination in accordance with the vesting schedules set forth on Schedules B and B-1, respectively, hereof and [b] that number of Options and Additional Options that have vested in accordance with the vesting schedules set forth in Schedules A and A-1, respectively, hereof. All non-vested Restricted Stock Units, Additional Restricted Stock Units, Options and Additional Options shall be immediately forfeited.
Payments Upon Termination or Change of Control. (a) If Xxxxxxxx’x employment is terminated under paragraph 7(a) or 7(d) hereof, (i) the Company shall have no further obligation under this Agreement, except the obligation to pay Xxxxxxxx an amount equal to the portion of his compensation and out-of-pocket business expenses as may be accrued and unpaid on the date of termination and (ii) Xxxxxxxx shall be entitled to retain [a] that number of Restricted Stock Units that have vested through the date of termination in accordance with the vesting schedule set forth on Schedule B hereof and [b] that number of Options that have vested in accordance with the vesting schedule set forth in Schedule A hereof. All non-vested Restricted Stock Units and Options shall be immediately forfeited.
Payments Upon Termination or Change of Control. As described above, we have entered into certain agreements and maintain certain plans that will require CIT to provide compensation to our named executive officers in the event of a termination of employment of the named executive officer or a change of control of CIT. The amount of compensation payable to each named executive officer in each situation is listed in the table below, based on the assumption that the triggering event took place on December 31, 2009, with the exception of Messrs. Peek and Xxxxx for whom compensation and benefits payable upon termination are provided under the heading “Employment Agreements” above. As shown in the Outstanding Equity Awards At Fiscal Year-End table, each named executive officer currently did not hold any unvested equity-based awards at December 31, 2009, and no value is associated with accelerated vesting of awards in respect of each executive’s potential termination of employment as of that date. During 2009, the payment of compensation to our named executive officers in the event of a termination of employment or a change of control was prohibited by the American Recovery and Reinvestment Act of 2009 (“ARRA”), which prohibits all severance payments to Senior Executive Officers (“SEOs”) and the next five most highly compensated employees. In addition, the Capital Purchase Program under the Emergency Economic Stabilization Act of 2008 (“EESA”) prohibited CIT from making any “golden parachute” payments (such as severance payments, accelerated vesting of equity awards or deferred compensation or enhancement of retirement benefits) to SEOs on account of an applicable severance from employment. Separately, FDIC Regulations continue to prohibit CIT from making any “golden parachute” payments to SEOs on account of an applicable severance from employment. CIT will only make such payments as allowed by FDIC Regulations and available regulatory guidance. Amounts shown below do not include payments and benefits to the extent they are generally provided to all U.S. employees under each situation listed including severance, disability benefits, life insurance payable upon death during employment, retiree medical and life insurance benefits, and vested balances under the 401(k) plan. The amounts also do not include pension benefits, set forth in the Pension Plan Table, or DCP and SSP balances shown in the Nonqualified Deferred Compensation Table. The amounts shown in the table below assume that EESA and FDIC “golden parachu...
Payments Upon Termination or Change of Control
