Exhibit 10.22
Participants with Employment Contracts
CIT Group Inc.
Long-Term Incentive Plan
Restricted Cash Unit Award Agreement
"Participant":
"Date of Award": [___________], 2007
This Award Agreement, effective as of the Date of Award set forth above,
sets forth the grant of Restricted Cash Units ("RCUs") by CIT Group Inc., a
Delaware corporation (the "Company"), to the Participant named above, pursuant
to the provisions of the CIT Group Inc. Long-Term Incentive Plan, as amended
(the "Plan"). All capitalized terms shall have the meanings ascribed to them in
the Plan, unless specifically set forth otherwise herein.
The parties hereto agree as follows:
(A) Grant of RCUs. The Company hereby grants to the Participant
[NUMBER] RCUs, subject to the terms and conditions of the Plan
and this Award Agreement. Each RCU represents the unsecured
right to receive in the future a cash payment equal to the
Fair Market Value of one Share determined as of the Vesting
Date (as defined below) (the "Settlement Amount"). The
Participant shall not be required to pay any additional
consideration for the payment of the Settlement Amount upon
settlement of the RCUs.
(B) Vesting and Settlement of RCUs.
(1) Subject to the Participant's continued employment with
the Company and its Subsidiaries (the "Company Group"),
one hundred percent (100%) of the RCUs shall vest in
full on the third anniversary of the Date of Award (the
"Vesting Date").
(2) Each vested RCU shall be settled through a cash payment
equal to the Settlement Amount on the last business day
of the month in which the Vesting Date occurs (or as
soon as administratively practicable thereafter, but in
no event later than March 15th of the calendar year
immediately following the calendar year in which the
Vesting Date occurs (the "Settlement Date")).
(3) If, after the Date of Award and prior to the Settlement
Date, dividends with respect to Shares are declared or
paid by the Company, the Participant shall be entitled
to receive a cash bonus payment (the "Dividend Bonus")
in an amount equal to the cumulative dividends declared
or paid on a Share during such
period multiplied by the number of RCUs. Any portion of
the Dividend Bonus payable pursuant to cumulative
dividends declared or paid as either a whole number or
fractional number of Shares (the "Stock Dividend") shall
be converted into a cash value by multiplying the Stock
Dividend by the Fair Market Value of one Share on the
applicable dividend payment date. The Dividend Bonus
shall be paid in cash on the Settlement Date for the
underlying RCUs. If the Participant's employment with
the Company Group terminates prior to the Settlement
Date for any reason set forth in Section C(1) of this
Award Agreement or if a Change of Control occurs, the
Participant shall be entitled to receive the accrued and
unpaid portion of the Dividend Bonus at the time the
RCUs are settled in accordance with Sections C(1) or D,
as applicable. If the Participant's employment
terminates prior to the Settlement Date for any reason
set forth in Section C(2), any accrued and unpaid
portion of the Dividend Bonus shall be forfeited.
(C) Termination of Employment.
(1) If, prior to the Settlement Date, (i) the Participant's
employment with the Company Group terminates due to the
Participant's death, "Disability," "Retirement," or (ii)
the Participant resigns for "Good Reason" or (iii) the
Participant is terminated without "Cause" (each as
defined in the applicable Employment Agreement between
the Company and the Participant in effect on the Date of
the Award), the RCUs shall vest immediately and shall
settle, in accordance with Section B, on the last
business day of the month in which the termination
occurs (or as soon as administratively practicable
thereafter); provided, however, in no event shall
settlement occur later than March 15th of the calendar
year immediately following the calendar year in which
the Participant's termination of employment occurs.
(2) If, prior to a Vesting Date, the Participant's
employment with the Company Group terminates for any
reason other than as set forth in Section C(1), the
unvested RCUs shall be cancelled immediately and the
Participant shall immediately forfeit any rights to, and
shall not be entitled to receive any payments with
respect to, the RCUs including, without limitation,
dividend equivalents pursuant to Section B(4).
(D) Change of Control. Notwithstanding any provision contained in
the Plan or this Award Agreement to the contrary, if, prior to
the Settlement Date, a Change of Control occurs, the RCUs
shall vest and settle immediately upon the effective date of
the Change of Control.
2
(E) Transferability. RCUs are not transferable other than by last
will and testament, by the laws of descent and distribution
pursuant to a domestic relations order, or as otherwise
permitted under Section 12 of the Plan. Further, except as set
forth in Section 12(b) of the Plan, a Participant's rights
under the Plan shall be exercisable during the Participant's
lifetime only by the Participant, or in the event of the
Participant's legal incapacity, the Participant's legal
guardian or representative.
(F) Miscellaneous.
(1) The Plan provides a complete description of the terms
and conditions governing all Awards granted thereunder.
This Award Agreement and the rights of the Participant
hereunder are subject to the terms and conditions of the
Plan, as amended from time to time, and to such rules
and regulations as the Committee may adopt for
administration of the Plan. If there is any
inconsistency between the terms of this Award Agreement
and the terms of the Plan, the Plan's terms shall
supersede and replace the conflicting terms of this
Award Agreement.
(2) It is expressly understood that the Committee is
authorized to administer, construe, and make all
determinations necessary or appropriate to administer
the Plan and this Award Agreement, all of which shall be
binding upon the Participant.
(3) The Board may at any time, or from time to time,
terminate, amend, modify or suspend the Plan, and the
Board or the Committee may amend or modify this Award
Agreement at any time; provided, however, that no
termination, amendment, modification or suspension shall
materially and adversely alter or impair the rights of
the Participant under this Award Agreement, without the
Participant's written consent.
(4) Payments contemplated with respect to the RCUs are
intended to comply with the short-term deferral
exemption under Section 409A of the Code and the
regulations and guidance promulgated thereunder
("Section 409A"). Notwithstanding the forgoing or any
provision of the Plan or this Award Agreement, if the
Company determines that such exemption is not applicable
to the RCUs, or any provision of this Award Agreement or
the Plan contravenes Section 409A or could cause the
Participant to incur any tax, interest or penalties
under Section 409A, the Committee may, in its sole
discretion and without the Participant's consent, modify
such provision to (i) comply with, or avoid being
subject to, Section 409A, or to avoid the incurrence of
taxes, interest and penalties under Section 409A, and/or
(ii) maintain, to the maximum extent practicable, the
original intent and economic benefit to the
3
Participant of the applicable provision without
materially increasing the cost to the Company or
contravening the provisions of Section 409A. This
Section G(4) does not create an obligation on the part
of the Company to modify the Plan or this Award
Agreement and does not guarantee that the RCUs will not
be subject to taxes, interest and penalties under
Section 409A.
(5) Payment of the Settlement Amount and the Dividend Bonus
upon settlement of the RCUs is subject to the
Participant satisfying all applicable federal, state,
local and foreign taxes (including the Participant's
FICA obligation). The Company shall have the power and
the right to (i) deduct or withhold from all amounts
payable to the Participant pursuant to the RCUs, or (ii)
require the Participant to remit to the Company, an
amount sufficient to satisfy any applicable taxes
required by law.
(6) This Award Agreement shall be subject to all applicable
laws, rules, and regulations, and to such approvals by
any governmental agencies or national securities
exchanges as may be required, or the Committee
determines are advisable. The Participant agrees to take
all steps the Company determines are necessary to comply
with all applicable provisions of federal and state
securities law in exercising his or her rights under
this Award Agreement.
(7) All obligations of the Company under the Plan and this
Award Agreement, with respect to the Awards, shall be
binding on any successor to the Company, whether the
existence of such successor is the result of a direct or
indirect purchase, merger, consolidation, or otherwise,
of all or substantially all of the business and/or
assets of the Company.
(8) To the extent not preempted by federal law, this Award
Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware.
(G) Refusal of Award. If the Participant desires to refuse the
Award, the Participant must notify the Company in writing.
Such notification should be sent to CIT Group Inc., Human
Resources Department, 0 XXX Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx
00000, no later than thirty (30) days after receipt of this
Award Agreement.
IN WITNESS WHEREOF, this Award Agreement has been executed by the
Company by one of its duly authorized officers as of the Date of Award.
4
CIT Group Inc.
By: _______________________________
Name:
Title:
5
ESP Participant
CIT Group Inc.
Long-Term Incentive Plan
Restricted Cash Unit Award Agreement
"Participant":
"Date of Award": [____________], 2007
This Award Agreement, effective as of the Date of Award set forth above,
sets forth the grant of Restricted Cash Units ("RCUs") by CIT Group Inc., a
Delaware corporation (the "Company"), to the Participant named above, pursuant
to the provisions of the CIT Group Inc. Long-Term Incentive Plan, as amended
(the "Plan"). All capitalized terms shall have the meanings ascribed to them in
the Plan, unless specifically set forth otherwise herein.
The parties hereto agree as follows:
(A) Grant of RCUs. The Company hereby grants to the Participant
[NUMBER] RCUs, subject to the terms and conditions of the Plan
and this Award Agreement. Each RCU represents the unsecured
right to receive in the future a cash payment equal to the
Fair Market Value of one Share determined as of the Vesting
Date (as defined below) (the "Settlement Amount"). The
Participant shall not be required to pay any additional
consideration for the payment of the Settlement Amount upon
settlement of the RCUs.
(B) Vesting and Settlement of RCUs.
(1) Subject to the Participant's continued employment with
the Company and its Subsidiaries (the "Company Group"),
one hundred percent (100%) of the RCUs shall vest in
full on the third anniversary of the Date of Award (the
"Vesting Date").
(2) Each vested RCU shall be settled through a cash payment
equal to the Settlement Amount on the last business day
of the month in which the Vesting Date occurs (or as
soon as administratively practicable thereafter, but in
no event later than March 15th of the calendar year
immediately following the calendar year in which the
Vesting Date occurs (the "Settlement Date")).
(3) If, after the Date of Award and prior to the Settlement
Date, dividends with respect to Shares are declared or
paid by the Company, the Participant shall be entitled
to receive a cash bonus payment (the "Dividend Bonus")
in an amount equal to the cumulative dividends declared
or paid on a Share during such
period multiplied by the number of RCUs. Any portion of
the Dividend Bonus payable pursuant to cumulative
dividends declared or paid as either a whole number or
fractional number of Shares (the "Stock Dividend") shall
be converted into a cash value by multiplying the Stock
Dividend by the Fair Market Value of one Share on the
applicable dividend payment date. The Dividend Bonus
shall be paid in cash on the Settlement Date for the
underlying RCUs. If the Participant's employment with
the Company Group terminates prior to the Settlement
Date for any reason set forth in Section C(1) of this
Award Agreement or if a Change of Control occurs, the
Participant shall be entitled to receive the accrued and
unpaid portion of the Dividend Bonus at the time the
RCUs are settled in accordance with Sections C(1) or D,
as applicable. If the Participant's employment
terminates prior to the Settlement Date for any reason
set forth in Section C(2), any accrued and unpaid
portion of the Dividend Bonus shall be forfeited.
(C) Termination of Employment.
(1) If, prior to the Settlement Date, (i) the Participant's
employment with the Company Group terminates due to the
Participant's death, Disability, Retirement or a RIF
Termination (each, as defined below) or (ii) the
Participant resigns for "Good Reason" or (iii) the
Participant is terminated without "Cause" (each as
defined in the Company's Employee Severance Plan, as
amended), the RCUs shall vest immediately and shall
settle, in accordance with Section B, on the last
business day of the month in which the termination
occurs (or as soon as administratively practicable
thereafter); provided, however, in no event shall
settlement occur later than March 15th of the calendar
year immediately following the calendar year in which
the Participant's termination of employment occurs.
"Retirement" is defined as either (a) a Participant's
election to retire upon attaining his or her "Normal
Retirement Age"; or (ii) a Participant's election to
retire upon (A) completing at least a 10-year "Period of
Benefit Service" and (B) having either (1) attained age
55, or (2) incurred an "Eligible Termination" and, at
the time of such "Eligible Termination," having attained
age 54. The terms "Normal Retirement Age," "Period of
Benefit Service" and "Eligible Termination" shall have
the meaning as defined in the Retirement Plan. For
purposes of this Award Agreement, (i) a "RIF
Termination" shall mean the termination of a
Participant's employment as a result of a reduction in
force, corporate downsizing, change in operations,
permanent and complete facility relocation or closing,
or other similar job elimination, and (ii) "Disability"
shall have the meaning ascribed thereto under the
Company's long-term disability plan or policy
2
applicable to the Participant, as in effect from time to
time, or, in the event the Company has no long-term
disability plan or policy, "Disability" shall have the
same meaning as defined in the Company's applicable
long-term disability plan or policy last in effect prior
to the first date a Participant suffers from such
Disability.
(2) If, prior to a Vesting Date, the Participant's
employment with the Company Group terminates for any
reason other than as set forth in Section C(1), the
unvested RCUs shall be cancelled immediately and the
Participant shall immediately forfeit any rights to, and
shall not be entitled to receive any payments with
respect to, the RCUs including, without limitation,
dividend equivalents pursuant to Section B(4).
(D) Change of Control. Notwithstanding any provision contained in
the Plan or this Award Agreement to the contrary, if, prior to
the Settlement Date, a Change of Control occurs, the RCUs
shall vest and settle immediately upon the effective date of
the Change of Control.
(E) Transferability. RCUs are not transferable other than by last
will and testament, by the laws of descent and distribution
pursuant to a domestic relations order, or as otherwise
permitted under Section 12 of the Plan. Further, except as set
forth in Section 12(b) of the Plan, a Participant's rights
under the Plan shall be exercisable during the Participant's
lifetime only by the Participant, or in the event of the
Participant's legal incapacity, the Participant's legal
guardian or representative.
(F) Miscellaneous.
(1) The Plan provides a complete description of the terms
and conditions governing all Awards granted thereunder.
This Award Agreement and the rights of the Participant
hereunder are subject to the terms and conditions of the
Plan, as amended from time to time, and to such rules
and regulations as the Committee may adopt for
administration of the Plan. If there is any
inconsistency between the terms of this Award Agreement
and the terms of the Plan, the Plan's terms shall
supersede and replace the conflicting terms of this
Award Agreement.
(2) It is expressly understood that the Committee is
authorized to administer, construe, and make all
determinations necessary or appropriate to administer
the Plan and this Award Agreement, all of which shall be
binding upon the Participant.
(3) The Board may at any time, or from time to time,
terminate, amend, modify or suspend the Plan, and the
Board or the
3
Committee may amend or modify this Award Agreement at
any time; provided, however, that no termination,
amendment, modification or suspension shall materially
and adversely alter or impair the rights of the
Participant under this Award Agreement, without the
Participant's written consent.
(4) Payments contemplated with respect to the RCUs are
intended to comply with the short-term deferral
exemption under Section 409A of the Code and the
regulations and guidance promulgated thereunder
("Section 409A"). Notwithstanding the forgoing of any
provision of the Plan or this Award Agreement, if the
Company determines that such exemption is not applicable
to the RCUs, or any provision of this Award Agreement or
the Plan contravenes Section 409A or could cause the
Participant to incur any tax, interest or penalties
under Section 409A, the Committee may, in its sole
discretion and without the Participant's consent, modify
such provision to (i) comply with, or avoid being
subject to, Section 409A, or to avoid the incurrence of
taxes, interest and penalties under Section 409A, and/or
(ii) maintain, to the maximum extent practicable, the
original intent and economic benefit to the Participant
of the applicable provision without materially
increasing the cost to the Company or contravening the
provisions of Section 409A. This Section G(4) does not
create an obligation on the part of the Company to
modify the Plan or this Award Agreement and does not
guarantee that the RCUs will not be subject to taxes,
interest and penalties under Section 409A.
(5) Payment of the Settlement Amount and the Dividend Bonus
upon settlement of the RCUs is subject to the
Participant satisfying all applicable federal, state,
local and foreign taxes (including the Participant's
FICA obligation). The Company shall have the power and
the right to (i) deduct or withhold from all amounts
payable to the Participant pursuant to the RCUs, or (ii)
require the Participant to remit to the Company, an
amount sufficient to satisfy any applicable taxes
required by law.
(6) This Award Agreement shall be subject to all applicable
laws, rules, and regulations, and to such approvals by
any governmental agencies or national securities
exchanges as may be required, or the Committee
determines are advisable. The Participant agrees to take
all steps the Company determines are necessary to comply
with all applicable provisions of federal and state
securities law in exercising his or her rights under
this Award Agreement.
(7) All obligations of the Company under the Plan and this
Award Agreement, with respect to the Awards, shall be
binding on any successor to the Company, whether the
existence of such successor
4
is the result of a direct or indirect purchase, merger,
consolidation, or otherwise, of all or substantially all
of the business and/or assets of the Company.
(8) To the extent not preempted by federal law, this Award
Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware.
(G) Refusal of Award. If the Participant desires to refuse the
Award, the Participant must notify the Company in writing.
Such notification should be sent to CIT Group Inc., Human
Resources Department, 0 XXX Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx
00000, no later than thirty (30) days after receipt of this
Award Agreement.
IN WITNESS WHEREOF, this Award Agreement has been executed by the
Company by one of its duly authorized officers as of the Date of Award.
CIT Group Inc.
By: _______________________________
Name:
Title:
5
CIT Group Inc.
Long-Term Incentive Plan
Restricted Cash Unit Award Agreement
"Participant":
"Date of Award": [____________], 2007
This Award Agreement, effective as of the Date of Award set forth above,
sets forth the grant of Restricted Cash Units ("RCUs") by CIT Group Inc., a
Delaware corporation (the "Company"), to the Participant named above, pursuant
to the provisions of the CIT Group Inc. Long-Term Incentive Plan, as amended
(the "Plan"). All capitalized terms shall have the meanings ascribed to them in
the Plan, unless specifically set forth otherwise herein.
The parties hereto agree as follows:
(A) Grant of RCUs. The Company hereby grants to the Participant
[NUMBER] RCUs, subject to the terms and conditions of the Plan
and this Award Agreement. Each RCU represents the unsecured
right to receive in the future a cash payment equal to the
Fair Market Value of one Share determined as of the Vesting
Date (as defined below) (the "Settlement Amount"). The
Participant shall not be required to pay any additional
consideration for the payment of the Settlement Amount upon
settlement of the RCUs.
(B) Vesting and Settlement of RCUs.
(1) Subject to the Participant's continued employment with
the Company and its Subsidiaries (the "Company Group"),
one hundred percent (100%) of the RCUs shall vest in
full on the third anniversary of the Date of Award (the
"Vesting Date").
(2) Each vested RCU shall be settled through a cash payment
equal to the Settlement Amount on the last business day
of the month in which the Vesting Date occurs (or as
soon as administratively practicable thereafter, but in
no event later than March 15th of the calendar year
immediately following the calendar year in which the
Vesting Date occurs (the "Settlement Date")).
(3) If, after the Date of Award and prior to the Settlement
Date, dividends with respect to Shares are declared or
paid by the Company, the Participant shall be entitled
to receive a cash bonus payment (the "Dividend Bonus")
in an amount equal to the cumulative dividends declared
or paid on a Share during such
period multiplied by the number of RCUs. Any portion of
the Dividend Bonus payable pursuant to cumulative
dividends declared or paid as either a whole number or
fractional number of Shares (the "Stock Dividend") shall
be converted into a cash value by multiplying the Stock
Dividend by the Fair Market Value of one Share on the
applicable dividend payment date. The Dividend Bonus
shall be paid in cash on the Settlement Date for the
underlying RCUs. If the Participant's employment with
the Company Group terminates prior to the Settlement
Date for any reason set forth in Section C(1) of this
Award Agreement or if a Change of Control occurs, the
Participant shall be entitled to receive the accrued and
unpaid portion of the Dividend Bonus at the time the
RCUs are settled in accordance with Sections C(1) or D,
as applicable. If the Participant's employment
terminates prior to the Settlement Date for any reason
set forth in Section C(2), any accrued and unpaid
portion of the Dividend Bonus shall be forfeited.
(C) Termination of Employment.
(1) If, after the Date of Award and prior to the Settlement
Date, the Participant's employment with the Company
Group terminates due to the Participant's death,
Disability or Retirement or a RIF Termination (each, as
defined below), the RCUs shall vest immediately and
shall settle, in accordance with Section B, on the last
business day of the month in which the termination
occurs (or as soon as administratively practicable
thereafter); provided, however, in no event shall
settlement occur later than March 15th of the calendar
year immediately following the calendar year in which
the Participant's termination of employment occurs.
"Retirement" is defined as either (a) a Participant's
election to retire upon attaining his or her "Normal
Retirement Age"; or (ii) a Participant's election to
retire upon (A) completing at least a 10-year "Period of
Benefit Service" and (B) having either (1) attained age
55, or (2) incurred an "Eligible Termination" and, at
the time of such "Eligible Termination," having attained
age 54. The terms "Normal Retirement Age," "Period of
Benefit Service" and "Eligible Termination" shall have
the meaning as defined in the Retirement Plan. For
purposes of this Award Agreement, (i) a "RIF
Termination" shall mean the termination of a
Participant's employment as a result of a reduction in
force, corporate downsizing, change in operations,
permanent and complete facility relocation or closing,
or other similar job elimination, and (ii) "Disability"
shall have the meaning ascribed thereto under the
Company's long-term disability plan or policy applicable
to the Participant, as in effect from time to time, or,
in the event the Company has no long-term disability
plan or policy, "Disability"
2
shall have the same meaning as defined in the Company's
applicable long-term disability plan or policy last in
effect prior to the first date a Participant suffers
from such Disability.
(2) If, prior to a Vesting Date, the Participant's
employment with the Company Group terminates for any
reason other than as set forth in Section C(1), the
unvested RCUs shall be cancelled immediately and the
Participant shall immediately forfeit any rights to, and
shall not be entitled to receive any payments with
respect to, the RCUs including, without limitation,
dividend equivalents pursuant to Section B(4).
(D) Change of Control. Notwithstanding any provision contained in
the Plan or this Award Agreement to the contrary, if, prior to
the Settlement Date, a Change of Control occurs, the RCUs
shall vest and settle immediately upon the effective date of
the Change of Control.
(E) Transferability. RCUs are not transferable other than by last
will and testament, by the laws of descent and distribution
pursuant to a domestic relations order, or as otherwise
permitted under Section 12 of the Plan. Further, except as set
forth in Section 12(b) of the Plan, a Participant's rights
under the Plan shall be exercisable during the Participant's
lifetime only by the Participant, or in the event of the
Participant's legal incapacity, the Participant's legal
guardian or representative.
(F) Miscellaneous.
(1) The Plan provides a complete description of the terms
and conditions governing all Awards granted thereunder.
This Award Agreement and the rights of the Participant
hereunder are subject to the terms and conditions of the
Plan, as amended from time to time, and to such rules
and regulations as the Committee may adopt for
administration of the Plan. If there is any
inconsistency between the terms of this Award Agreement
and the terms of the Plan, the Plan's terms shall
supersede and replace the conflicting terms of this
Award Agreement.
(2) It is expressly understood that the Committee is
authorized to administer, construe, and make all
determinations necessary or appropriate to administer
the Plan and this Award Agreement, all of which shall be
binding upon the Participant.
(3) The Board may at any time, or from time to time,
terminate, amend, modify or suspend the Plan, and the
Board or the Committee may amend or modify this Award
Agreement at any time; provided, however, that no
termination, amendment, modification or suspension shall
materially and adversely alter or
3
impair the rights of the Participant under this Award
Agreement, without the Participant's written consent.
(4) Payments contemplated with respect to the RCUs are
intended to comply with the short-term deferral
exemption under Section 409A of the Internal Revenue
Code of 1986, as amended, and the regulations and
guidance promulgated thereunder ("Section 409A").
Notwithstanding the forgoing or any provision of the
Plan or this Award Agreement, if the Company determines
that such exemption is not applicable to the RCUs, or
any provision of this Award Agreement or the Plan
contravenes Section 409A or could cause the Participant
to incur any tax, interest or penalties under Section
409A, the Committee may, in its sole discretion and
without the Participant's consent, modify such provision
to (i) comply with, or avoid being subject to, Section
409A, or to avoid the incurrence of taxes, interest and
penalties under Section 409A, and/or (ii) maintain, to
the maximum extent practicable, the original intent and
economic benefit to the Participant of the applicable
provision without materially increasing the cost to the
Company or contravening the provisions of Section 409A.
This Section G(4) does not create an obligation on the
part of the Company to modify the Plan or this Award
Agreement and does not guarantee that the RCUs will not
be subject to taxes, interest and penalties under
Section 409A.
(5) Payment of the Settlement Amount and the Dividend Bonus
upon settlement of the RCUs is subject to the
Participant satisfying all applicable federal, state,
local and foreign taxes (including the Participant's
FICA obligation). The Company shall have the power and
the right to (i) deduct or withhold from all amounts
payable to the Participant pursuant to the RCUs, or (ii)
require the Participant to remit to the Company, an
amount sufficient to satisfy any applicable taxes
required by law.
(6) This Award Agreement shall be subject to all applicable
laws, rules, and regulations, and to such approvals by
any governmental agencies or national securities
exchanges as may be required, or the Committee
determines are advisable. The Participant agrees to take
all steps the Company determines are necessary to comply
with all applicable provisions of federal and state
securities law in exercising his or her rights under
this Award Agreement.
(7) All obligations of the Company under the Plan and this
Award Agreement, with respect to the Awards, shall be
binding on any successor to the Company, whether the
existence of such successor is the result of a direct or
indirect purchase, merger, consolidation,
4
or otherwise, of all or substantially all of the
business and/or assets of the Company.
(8) To the extent not preempted by federal law, this Award
Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware.
(G) Refusal of Award. If the Participant desires to refuse the
Award, the Participant must notify the Company in writing.
Such notification should be sent to CIT Group Inc., Human
Resources Department, 0 XXX Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx
00000, no later than thirty (30) days after receipt of this
Award Agreement.
IN WITNESS WHEREOF, this Award Agreement has been executed by the
Company by one of its duly authorized officers as of the Date of Award.
CIT Group Inc.
By: _______________________________
Name:
Title:
5
