Exhibit 10.2
AMENDMENT TO EMPLOYMENT AGREEMENT
AMENDMENT, dated July 22, 2003, to the agreement by and among CIT Group
Inc., a Delaware corporation (the "Company") and Xxxxxx X. Xxxxxx, Xx. (the
"Executive") dated as of the 16th day of December, 2002 (the "Employment
Agreement").
WHEREAS, the Company intends to enter into an employment agreement with
Xxxxxxx X. Xxxx ("Peek") that provides, inter alia, that Peek shall have Good
Reason to terminate his employment by the Company if he is not appointed or
elected to the position of Chief Executive Officer of the Company on or before
September 3, 2004;
WHEREAS, the Company and the Executive desire to amend the Employment
Agreement to permit the appointment or election of Peek to the position of Chief
Executive Officer on or after July 3, 2004 and on or before September 3, 2004,
without triggering the Executive's ability to terminate his employment for Good
Reason, as defined in the Employment Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Upon the appointment or election of Peek to the position of Chief
Executive Officer of the Company on or after July 3, 2004, the Executive shall
no longer serve as Chief Executive Officer of the Company, and shall no longer
have such authority, duties and responsibilities as are commensurate with such
position.
2. If the Company appoints or elects Peek to the position of Chief
Executive Officer of the Company on or after July 3, 2004, the Executive may not
terminate his employment for Good Reason, as defined in Section 4(c)(i) of the
Employment Agreement because the Executive ceases to be the Chief Executive
Officer of the Company or in connection with or as a result of the appointment
or election of Peek to the position of Chief Executive Officer, the Executive is
assigned duties materially inconsistent with the Chief Executive Officer
position (including status, offices, titles and reporting requirements),
authority, duties or responsibilities as contemplated by Section 3(a) of the
Employment Agreement, or there is a material diminution in the Executive's
authority, duties or responsibilities as a result of Peek becoming Chief
Executive Officer of the Company.
3. Except as set forth herein, the provisions of the Employment Agreement
remain in full force and effect, including, without limitation, the compensation
provisions set forth in Section 3(b) of the Employment Agreement and that the
Executive shall serve as Chairman of the Board of the Company, as set forth in
Section 3(a) of the Employment Agreement, reporting directly to the Board, and
shall serve as a member of the Board.
IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization from the Company's Board of Directors and the
Company, have caused these presents to be executed in their name and on their
behalf, all as of the day and year first above written.
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Xxxxxx X. Xxxxxx, Xx.
CIT GROUP INC.
By
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