Exhibit 10.3
CIT Group Inc.
Long-Term Equity Compensation Plan
RSU Award Agreement
"Participant":
"Date of Award":
This Award Agreement, effective as of the Date of Award set forth above,
sets forth the grant of Restricted Stock Units ("RSUs") 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 23,
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 RSUs. The Company hereby grants to the Participant
[NUMBER] RSUs, subject to the terms and conditions of the Plan
and this Award Agreement. Each RSU represents the unsecured
right to receive one Share in the future. The Participant
shall not be required to pay any additional consideration for
the issuance of the Shares upon settlement of the RSUs.
(B) Vesting and Settlement of RSUs.
(1) Subject to the Participant's continued employment, one
third (1/3) of the RSUs shall vest on each of (a) the
31st day following the first anniversary of the Date of
Award and (b) the second and third anniversaries of the
Date of Award (each, a "Vesting Date"). Any fractional
RSUs resulting from the application of the vesting
schedule shall be aggregated and the RSUs resulting from
such aggregation shall vest on the third anniversary of
the Grant Date.
(2) Each vested RSU shall be settled through the delivery of
one Share on the last business day of the month in which
the applicable Vesting Date occurs (or as soon as
administratively practicable thereafter (each a
"Settlement Date")).
(3) The Shares delivered to the Participant on the
Settlement Date shall not be subject to transfer
restrictions and shall be fully paid, non-assessible and
registered in the Participant's name.
(4) A Participant may elect to defer the delivery of Shares
upon settlement as provided in Section F of this Award
Agreement.
(5) If, prior to a Settlement Date, dividends with respect
to Shares are declared or paid by the Company, the
Participant shall be entitled to receive dividend
equivalents in an amount equal to the cumulative
dividends declared or paid on a Share multiplied by the
number of RSUs; provided, however, that such dividend
equivalents shall be subject to the same restrictions
that apply to
dividends payable with respect to Restricted Stock
granted by the Company. The dividend equivalents shall
be paid in cash or Shares, as applicable, on the
applicable Settlement Date for the underlying RSUs. If
the Participant's employment 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 all
accrued and unpaid dividend equivalents at the time the
RSUs are settled in accordance with Sections C(1) or D,
as applicable.
(C) Termination of Employment.
(1) If, prior to the Settlement Date, the Participant's
employment with the Company and its Affiliates (the
"Company Group") terminates (a) due to the Participant's
death, Disability or Retirement or (b) for "Good Reason"
or without "Cause" (each as defined in the applicable
Employment Agreement between the Company and the
Participant (the "Employment Agreement")), the RSUs
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). "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.
(2) If, prior 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 RSUs
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
RSUs.
(D) Change of Control. Notwithstanding any provision contained in
the Plan or this Award Agreement to the contrary, if, prior to
a Settlement Date, a Change of Control occurs, the RSUs shall
vest and settle immediately upon the effective date of the
Change of Control.
(E) Transferability. RSUs may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than
by will or the laws of descent and distribution. Further, a
Participant's rights under the Plan and this Award Agreement
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) Deferral Election.
(1) Deferral Elections. The following rules shall apply to
any deferral elections made by the Participant:
a. Effective as of the Settlement Date, the
Participant may elect to defer, the Shares and
dividend equivalents he would otherwise receive
pursuant to Section B of this Award Agreement by
completing and submitting an irrevocable deferral
election form (in a form provided by the Company)
no later than February 16, 2006. For purposes of
deferral, cash dividends shall be converted into
Shares on the applicable Settlement Date based on
the Fair Market Value of the
2
Shares on such date.
b. Distributions Pursuant to Deferral Elections. Any
Shares (including any credits corresponding to
dividends pursuant to Section (F)(5)) deferred
under this Award Agreement shall be distributed in
a single lump-sum distribution on the last
business day of the month following the month in
which the earliest of the following events occurs
(or as soon as administratively practicable
thereafter):
(i) the Participant's "Separation from Service"
(as defined under Section 409A of the Code
and the regulations and guidance promulgated
thereunder ("Section 409A");
(ii) the Participant's Disability (as defined
under Section 409A) in accordance with
Section F(2) below; or
(iii) the Participant's death.
(2) Disability. At the time that a Participant elects to
defer the receipt of Shares pursuant to Section F(1)
above, the Participant shall make an election with
respect to the treatment of the deferred Shares in the
event of his Disability (as defined in Section 409A).
The Participant may elect (a) to receive distribution of
the deferred Shares in the event of his Disability, or
(b) notwithstanding his Disability, to receive
distribution of the deferred Shares or cash upon the
occurrence of an event set forth in Subsections
F(1)(b)(i) or (iii) above.
(3) Notwithstanding anything to the contrary in this Award
Agreement or the Plan, to the extent that the
Participant is a "Specified Employee" for purposes of
Section 409A, as determined by the Committee in
accordance with the procedures it adopts from time to
time in its sole discretion, no payment or distribution
of any amounts under this Section F may be made before
the first business day following the six (6) month
anniversary from the Participant's Separation from
Service or, if earlier, the date of the Participant's
death.
(4) Unforeseeable Emergency. The Committee may, in its sole
and absolute discretion and subject to the requirements
and restrictions under Section 409A, make a partial or
total distribution of the Shares deferred by a
Participant upon the Participant's request and a
demonstration by the Participant of an "Unforeseeable
Emergency" (as defined in Section 409A).
(5) Dividends. During the period of deferral, the
Participant's deferral account shall be credited with
regular cash dividends paid with respect to the deferred
Shares. All Share dividends shall be deemed invested in
Shares and all cash dividends shall be deemed reinvested
in Shares based on the Fair Market Value of the Shares
on the date the dividend is paid (rounded down to the
nearest whole share).
(6) Change of Control. Notwithstanding anything to the
contrary in the Plan or Award Agreement, no provision of
this Section F may be amended or modified during the two
(2) year period following a Change of Control.
(7) Terms and Conditions of Deferrals. The deferrals made
pursuant to this Section F shall be subject to such
other terms and conditions determined by the Committee
and set forth in a deferral election form and related
documents.
3
(G) 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 the same may be amended from time to time, as
well as 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) The Committee shall have the right to impose such
restrictions on any Shares acquired pursuant to RSUs 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 and/or traded, and/or under 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 administer 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) Payments contemplated with respect to the RSUs (other
than pursuant to Section F) are intended to comply with
the short-term deferral exemption under Section 409A.
Notwithstanding the foregoing, if the Company determines
that such exemption is not applicable to the RSUs, 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 any taxes, interest
and penalties under Section 409A, and (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 RSUs will not
be subject to interest and penalties under Section 409A.
(5) Delivery of the Shares underlying the RSUs upon
settlement 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 deduct or
withhold from all amounts payable to the Participant
pursuant to the RSUs, 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 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 rights under this Award
Agreement.
4
(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.
(H) 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 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
