Exhibit 10.23
CIT Group Inc.
Long-Term Incentive Plan
RSU 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 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 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 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 with
the Company and its Subsidiaries (the "Company Group"),
one hundred percent (100%) of the RSUs shall vest in
full on the third anniversary of the Date of Award (the
"Vesting 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 Vesting Date occurs (or as soon as administratively
practicable thereafter, but in no event later than Mach
15th of the calendar year immediately following the
calendar year in which the vesting date occurs (the
"Settlement Date")).
(3) The Shares delivered to the Participant on the
Settlement Date (or such earlier date determined in
accordance with section (C) shall not be subject to
transfer restrictions and shall be fully paid,
non-assessable and registered in the Participant's name.
(4) 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 dividend
equivalents in an amount equal to the cumulative
dividends declared or paid on a Share during such period
multiplied by the number of RSUs. The dividend
equivalents shall be paid in cash or Shares, as
applicable, on the Settlement Date. 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 all
accrued and unpaid dividend equivalents at the time the
RSUs 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
dividend equivalents 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 RSUs shall vest immediately and
shall settle through the delivery of one Share, on the
date of termination of employment (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" 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.
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(2) If, prior to the 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 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 RSUs
shall vest and settle immediately upon the effective date of
the Change of Control.
(E) Transferability. RSUs 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 the
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 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
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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 RSUs 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 of any provisions of the
Plan or this Award Agreement, 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/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 F(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 taxes, 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 (i) deduct
or withhold from all amounts payable to the Participant
pursuant to the RSUs or otherwise, or (ii) require the
Participant to remit to the Company, an amount
sufficient to satisfy any applicable taxes required by
law. Further, the Company may permit or require the
Participant to satisfy, in whole or in part, the tax
obligations by withholding Shares that would otherwise
be received upon settlement of the RSUs.
(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.
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(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.
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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: _______________________________
Name:
Title:
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