Exhibit 99.1
CIT Group Inc.
Long-Term Equity Compensation Plan
Award Agreement
You have been selected to be a Participant in the CIT Group Inc. Long-Term
Equity Compensation Plan, effective June 1, 2002 as amended (the "Plan") as
specified below:
Participant:
Date of Award:
This Award Agreement, effective as of the Date of Award (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 Plan.
The Plan provides a complete description of the terms and conditions
governing the Awards. 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. 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:
(2) Option Price:
(3) Option Term: The Options have been granted for a period of ten
(10) years from the Date of Award (the "Option Term").
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(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, on a cumulative
basis, on each of the first, second and third
anniversaries of the Date of Award.
(b) All Options not previously vested as provided in Section
(B)(1)(a) shall vest and become fully exercisable as of
the date of the Participant's termination of employment
due to death, Disability or a "RIF Termination". For
purposes of this award agreement, RIF Termination shall
mean the termination of a Participant's employment by
the Company as a result of a (i) reduction in force,
(ii) corporate down-sizing, (iii) change in operations,
(iv) permanent facility relocation or closing, or other
job elimination, in each case as determined by the
Company in its discretion.
(c) In the event of a Participant's Retirement, all Options
not previously vested as provided in Section (B)(1)(a)
shall continue to vest and become fully exercisable in
accordance with the vesting schedule as provided in
Section (B)(1)(a). "Retirement" for all Participants,
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
the Participant's Retirement as set forth in Section (B)(1)(c)
above, Options which have not vested and become exercisable
shall, coincident therewith, terminate and be of no force or
effect.
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(C) How to Exercise
(1) The Options hereby granted shall be exercised by internet,
telephone or written notice to the Company's stock plan
administrator, currently Smith Barney ("SB"), 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 SB 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.
(2) Subject to the approval of the Committee, the Participant may
be permitted to exercise pursuant to a "cashless exercise"
procedure, as permitted under Federal Reserve Board's
Regulation T, subject to securities law restrictions, 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 SB 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 death, or Disability of the Participant,
the Options terminate and have no force or effect upon the
earlier of three (3) years after the date of death or
Disability or upon expiration of the Option Term, whichever
occurs first.
(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" (as defined in an Executive
Severance Agreement), the Options terminate and have no force
or effect two (2) years after the termination date or upon
expiration of the Option Term, whichever occurs first.
(3) If the Participant's employment terminates during the Option
Term by reason of the Retirement of the Participant, the
Options terminate and have no force or effect upon the
expiration of the Option Term.
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(4) If the Participant's employment terminates during the Option
Term for any reason not set forth in Section (D)(1), (D)(2) or
(D)(3), the Options terminate and have no force or effect upon
the expiration of three (3) months after the Participant's
termination of employment or the expiration of the Option
Term, whichever occurs first.
(5) If the Participant's employment with the Company does not
terminate prior thereto, all Options not exercised shall
terminate as of the expiration of the Option Term.
(E) Change of Control. Notwithstanding any provision contained in this
Award Agreement to the contrary, upon the Change of Control, all
Options that have not been forfeited by the effective date of the
Change of Control shall become immediately exercisable and shall
remain exercisable until the earlier of the expiration of the Option
Term or 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 purchase 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
or by the laws of descent and distribution or as otherwise permitted
under Section 7.9 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) This Award Agreement and the rights of the Participant
hereunder are subject to all 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 Board may adopt for
administration of the Plan. The Board shall have the right to
impose such restrictions on any Shares acquired pursuant to
the exercise of the Option as may be required under applicable
federal securities laws, under the requirements of any stock
exchange or market upon which such Shares are then listed
and/or traded, and under any blue sky or state securities laws
applicable to such Shares. It is expressly understood that the
Board 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.
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(2) The Board may terminate, amend, or modify the Plan; provided,
however, that no such termination, amendment, or modification
of the Plan may in any way adversely affect the Participant's
rights under this Award Agreement, without the written consent
of the Participant.
(3) The Company shall have the power and the right to deduct or
withhold, or require the Participant to remit to the Company,
an amount sufficient to satisfy federal, state, and local
taxes (including the Participant's FICA obligation) required
by law to be withheld with respect to any exercise of the
Participant's rights under this Award Agreement (the tax
consequences and tax obligations of the Company and the
Participant with respect to the Options may vary according to
the laws of different countries).
(4) The Participant agrees to take all steps necessary to comply
with all applicable provisions of federal and state securities
law in exercising his or her rights under this Award
Agreement.
(5) 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.
(6) 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.
(7) 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, 1 CIT Drive, Livingston, New
Jersey 07039 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.
Susan P. Mitchell
Executive Vice President
Human Resources
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