Exhibit 10.2
ESP Participant
CIT Group Inc.
Long-Term Equity Compensation Plan
Option Award Agreement
"Participant":
"Date of Award": January __, 2006
This Award Agreement, effective as of the Date of Award set forth above,
represents the grant of Options 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 Equity Compensation Plan, amended and restated as of
February 25, 2003, and as amended as of February 2005 (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 Stock Options. The Company hereby grants to the
Participant Options to purchase Shares in the manner and
subject to the terms and conditions of the Plan and this Award
Agreement as follows:
(1) Number of Shares Covered by this Option: [ ] Shares
(2) "Option Price": $______.
(3) "Option Term": The Options have been granted for a
period of seven (7) years ending on the seventh (7th)
anniversary of the Date of Award.
(B) Vesting and Exercise of Options.
(1) Subject to Section E of this Award Agreement, Options do
not provide the Participant with any rights or interests
therein until they vest and become exercisable in
accordance with the following:
(a) One-third of the Options will vest and become
exercisable on a cumulative basis, on each of the
first, second and third anniversaries of the Date
of Award.
(b) Any Options not previously vested in accordance
with Section (B)(1)(a) shall vest and become
exercisable as of the date of the Participant's
termination of employment due to death or
Disability or a RIF. For purposes of this Award
Agreement, 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.
(c) In the event of a Participant's Retirement, all
Options not previously vested pursuant to Section
(B)(1)(a) shall continue to vest and become
exercisable in accordance with Section (B)(1)(a).
"Retirement" means either (i) 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 meanings as defined
in the Retirement Plan.
(2) If the Participant's employment with the Company
terminates for a reason other than as set forth in
Section (B)(1)(b) or (c) above, Options which have not
vested and become exercisable shall terminate
immediately and be of no further force or effect.
(3) Upon vesting, the Options will remain exercisable until
they terminate in accordance with Section D below.
(C) How to Exercise an Option.
(1) The Options may be exercised by telephone or written
notice to the Company's stock plan administrator,
currently Xxxxx Xxxxxx ("Administrator"), specifying the
number of Shares the Participant then desires to
purchase, which may not be fewer than twenty-five (25).
Except as provided in Section (C)(2) below, a
Participant must send a check payable to the order of
the Administrator for an amount in United States dollars
equal to the Option Price of such Shares plus any fees
or, if the Committee permits, Shares having an aggregate
Fair Market Value (as of the trading date immediately
preceding the date of exercise) equal to such Option
Price which have been held by the Participant for at
least six (6) months, or a combination of cash and such
Shares. The Committee reserves the right to modify the
exercise procedures from time to time.
(2) Subject to the approval of the Committee and applicable
securities laws, the Participant may be permitted to
exercise the Options pursuant to a "cashless exercise"
procedure, as permitted under Federal Reserve Board's
Regulation T, or by any other means which the Committee,
in its discretion, determines to be consistent with the
Plan's purpose and applicable law.
(3) As soon as practicable after receipt of such written
notification and payment, Share certificates shall be
issued in the Participant's name. The Company and the
Administrator shall maintain a record of all information
pertaining to the Participant's rights under this Award
Agreement.
(D) Termination of Options. The Options, which have vested and
become exercisable as provided in Section (B) above, shall
terminate and be of no force or effect as follows:
(1) If the Participant's employment terminates during the
Option Term by reason of the Participant's death or
Disability, the Options will terminate and have no
further force or effect upon the earlier of (a) three
(3) years after the date of the Participant's death or
Disability and (b) the expiration of the Option Term.
(2) If the Participant's employment terminates during the
Option Term due to a RIF Termination or a termination
with "Good Reason" or "Without Cause" (each as defined
in the Company's Executive Severance Plan as amended as
of February 25, 2003), the Options will terminate and
have no force or effect upon the earlier of (a) two (2)
years after the Participant's date of termination or (b)
the expiration of the Option Term.
(3) If the Participant's employment terminates during the
Option Term by reason of the Participant's Retirement,
the Options will terminate and have no further force or
effect upon the expiration of the Option Term.
(4) If the Participant's employment terminates during the
Option Term for any reason not set forth in Sections
(D)(1), (D)(2) or (D)(3), the Options will terminate and
have no further force or effect upon the earlier of (i)
the expiration of three (3) months after the date of the
Participant's termination of employment and (ii) the
expiration of the Option Term.
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(5) If the Participant's employment with the Company does
not terminate earlier, all Options not exercised shall
terminate as of the expiration of the Option Term.
(E) Change of Control. Notwithstanding any provision contained in
the Plan or this Award Agreement to the contrary, upon a
Change of Control prior to the Participant's termination of
employment, all Options that have not been terminated prior to
the effective date of the Change of Control shall immediately
vest and become exercisable and shall remain exercisable until
the earlier of (a) the expiration of the Option Term or (b)
the second anniversary of the Participant's termination of
employment with the Company.
(F) Rights as Stockholder. The Participant shall have no rights as
a stockholder of the Company with respect to the Shares
subject to the Options until such time as the Option Price has
been paid, and the Shares have been issued and delivered to
the Participant.
(G) Transferability. Options may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated,
other than by will, the laws of descent and distribution, or
as otherwise permitted under Section 6.9 of the Plan. Further,
during the Participant's lifetime, the Options shall be
exercisable only by the Participant, or in the event of the
Participant's legal incapacity, the Participant's legal
guardian or representative.
(H) 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 under 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 completely supersede and replace the
conflicting terms of this Award Agreement.
(2) The Committee shall have the right to impose such
restrictions on any Shares acquired pursuant to the
exercise of the Option as it deems necessary or
advisable under applicable federal securities laws, the
rules and regulations of any stock exchange or market
upon which such Shares are then listed or traded, and/or
any blue sky or state securities laws applicable to such
Shares. It is expressly understood that the Committee is
authorized to administer, construe, and make all
determinations necessary or appropriate to the
administration of the Plan and this Award Agreement, all
of which shall be binding upon the Participant.
(3) The Committee may terminate, amend, or modify the Plan
and/or this Award Agreement at any time; provided,
however, that no such termination, amendment, or
modification may adversely affect, in any material
respect, the Participant's rights under this Award
Agreement, without the written consent of the
Participant.
(4) As the Option Price is equal to the Fair Market Value of
a Share, the Options are intended to be exempt from
Section 409A of the Code and the regulations and
guidance promulgated thereunder ("Section 409A").
Notwithstanding the foregoing or any provision of the
Plan or this Award Agreement, if 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, (ii) to avoid the
incurrence of taxes, interest and penalties under
Section 409A, and/or (iii) to 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 H(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 Options will
not be subject to interest and penalties under Section
409A.
(5) Delivery of the Shares underlying the Options upon
exercise will be subject to the
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Participant satisfying all applicable federal, state,
local and foreign tax obligations (including the
Participant's FICA obligation). The Company shall have
the power and the right to deduct or withhold from all
amounts payable to the Participant in connection with
the Options, or 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 as 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 New Jersey.
(I) Acceptance of Award. Acceptance of this Award requires no
action on the part of the Participant and the Participant will
be deemed to have agreed to all terms and conditions hereof.
If the Participant, however, 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.
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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
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Name:
Title:
