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, as amended and restated as of February 25, 2003, and
as amended as of February 23, 2005 (the "Plan"), as specified below:
Participant:
Date of Award:
The Award Agreement, effective as of the Date of Award (the "Date of
Award") set forth above, represents the grant of Performance Shares 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 Performance Shares. The Company hereby grants to the
Participant Performance Shares in the manner and subject to
the terms and conditions of the Plan and this Award Agreement
as follows:
(1) Target Performance Share Grant:_____________ Shares
(2) Performance Leverage Factor Grid as set forth in Exhibit
A.
(3) Performance Period:
(4) Number of Performance Shares actually awarded at the end
of the Performance Period, if any, shall be based on the
level of the Performance Measure attained and shall be
determined by the sum of (i) the Target Performance
Share Grant (as set forth in Section A(1)), multiplied
by the Performance Leverage Factor ("PLF") shown in
Exhibit A for the attained level of the Performance
Measure related to Return on Tangible Equity ("ROTE")
and (ii) the Target Performance Share Grant (as set
forth in Section A(1)), multiplied by the PLF shown in
Exhibit A for the attained level of the Performance
Measure related to Diluted Earnings Per Share ("EPS").
(B) Payment for Performance Shares.
(1) As soon as practicable after the end of the Performance
Period, the Committee shall determine the level attained
for each Performance Measure. At such time, subject to
the attainment of the level of the Performance Leverage
Factor Grid set forth in Section A(2), the Participant
shall receive a number of Shares equal to the number of
Performance Shares as determined under Section A(4) or
if cash is paid, the Fair Market Value of a Share as of
the last day of the Performance Period multiplied by the
number of Performance Shares awarded to the Participant
pursuant to Section A(4).
(2) At the discretion of the Committee, the aggregate value
of such Performance Shares determined under Section B(1)
shall be paid, in Shares of equivalent value, in cash,
or in some combination thereof, subject to the
availability of Shares to the Company.
(3) If dividends with respect to Shares are declared or paid
by the Company, the Participant shall receive, as soon
as practicable after the end of the Performance Period,
the cumulative value of dividend equivalents in the
amount equal to the declared or paid dividends during
the Performance Period that the Participant would have
received if the number of awarded Performance Shares
were Shares; provided, however, such dividend
equivalents shall be subject to the same restrictions as
apply to dividends payable with respect to Restricted
Stock granted by the Company. If the Participant's
employment terminates during the Performance Period for
reasons as set forth in Sections C(1) or C(2) or if a
Change of Control occurs, the Participant will receive
dividend equivalents for the period beginning with the
start of the Performance Period and ending at the end of
the month during which the termination of employment or
Change of Control occurs.
(4) A Participant may elect to defer receipt of Shares or
cash equivalent value pursuant to paragraph (1) above,
as provided in Section F of this Award Agreement.
(C) Termination of Employment.
(1) If the Participant terminates employment with the
Company during the Performance Period due to death or
Disability, the Performance Shares shall be considered
"vested" for the purposes of an Employment Agreement
between the Participant and the Company for terminations
due to death or Disability. Accordingly, the Participant
shall receive a number of Shares equal to the number of
Performance Shares as set forth under Section A(1) or if
cash is paid, the Fair Market Value of a Share as of the
date of termination
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multiplied by the number of Performance Shares as set
forth under Section A(1).
(2) If the Participant terminates employment with the
Company during the Performance Period for "Good Reason
or without Cause" (as defined in an Employment Agreement
between the Participant and the Company), the
Performance Shares shall be considered "vested" for the
purposes of an Employment Agreement for terminations
without Cause or for Good Reason, and accordingly, the
Participant shall receive a number of Shares equal to
the number of Performance Shares as set forth under
Section A(1) or if cash is paid, the Fair Market Value
of a Share as of the date of termination multiplied by
the number of Performance Shares as set forth under
Section A(1).
(3) In the event the Participant's employment is terminated
by reason of Retirement on or prior to the last day of
the Performance Period, the Participant shall be deemed
to still be employed as of the last day of the
Performance Period, for the purposes of this Award
Agreement and the Number of Performance Shares actually
awarded at the end of the Performance Period, if any,
shall be based on the level of the Performance Measure
attained and shall be determined by the sum of (A)(i)(x)
the Target Performance Share Grant (as set forth in
Section A(1)), divided by (y) the number of months in
the Performance Period, multiplied by (ii) the number of
months transpired between the beginning of the
Performance Period and the end of the month in which the
termination occurred, multiplied by (iii) the PLF shown
in the Performance Leverage Factor Grid for the
Performance Measure related to ROTE and (B)(i)(x) the
Target Performance Share Grant (as set forth in Section
A(1)), divided by (y) the number of months in the
Performance Period, multiplied by (ii) the number of
months transpired between the beginning of the
Performance Period and the end of the month in which the
termination occurred, multiplied by (iii) the PLF shown
in the Performance Leverage Factor Grid for the
Performance Measure related to EPS.
(4) If the Participant terminates employment with the
Company during the Performance Period for any reason
other than as set forth in Sections C(1), C(2) or C(3),
the Participant shall forfeit immediately any right to
Performance Shares and shall not be entitled to receive
any payments with respect to such Performance Shares.
(D) Change of Control. Notwithstanding any provision contained in
this Award Agreement to the contrary, upon a Change of Control
("COC"), the Participant shall receive a number of Shares
equal to the number of
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Performance Shares as set forth under Section A(1) or if cash
is paid, the Fair Market Value of a Share as of the date of
the COC multiplied by the number of Performance Shares as set
forth under Section A(1).
(E) Transferability. Performance Shares may not be sold,
transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and
distribution. Further, 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) Equity Deferral.
(1) The provisions of this Section F are intended to comply
with the requirements of Code Section 409A, and any
deferral pursuant to this Section F is subject to such
requirements.
(2) Deferral Elections. The following rules shall apply to
any deferral elections that may be made by a Participant
in regard to an Award:
a. A Participant may elect to defer the Shares or
cash he would otherwise receive pursuant to
Section B.1 of this Award Agreement by completing
and submitting a deferral election form at least
six (6) months prior to the end of the Performance
Period.
b. Deferral elections shall continue in effect until
a written election to revoke or change such
deferral election is received by the Company,
except that a written election to revoke or change
such deferral election must be made at least six
(6) months prior to the end of the Performance
Period.
(3) Distributions Pursuant to Deferral Elections.
a. Any Shares or cash (such cash to reflect gains or
losses resulting from the investment of such cash
during the deferral period) deferred under this
Award Agreement shall be distributed in accordance
with administrative practices following the
occurrence of:
(i) termination of a Participant's employment
with the Company or any Affiliate other than
by reason of Disability ("Separation from
Service"); or
(ii) the Participant's Disability (as provided in
Section F.4 below); or
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(iii) a date as specified at the time of the
deferral election ("Scheduled Withdrawal
Date")
b. Notwithstanding anything else herein to the
contrary, to the extent that a Participant is a
"Key Employee" (as defined in Code Section
409A(a)(2)(B)(i)) of the Company as determined in
the sole discretion of the Company, any
distribution pursuant to Section 4(a) of any
deferred Shares will be delayed for a minimum of
six (6) months.
(4) Disability. At the time that a Participant elects to
defer the receipt of Shares or cash pursuant to Section
F.2.a above, the Participant shall make an election with
respect to the treatment of the deferred Shares or cash
in the event of his Disability. The Participant may
elect (x) to receive distribution of the deferred Shares
or cash in the event of his Disability, or (y)
notwithstanding his Disability, to receive distribution
of the deferred Shares or cash upon the occurrence of an
event set forth in subsections 3.a.(i) or (iii) above.
(5) Unforeseeable Emergency. The Committee may, in its sole
and absolute discretion, make a partial or total
distribution of the Shares or cash deferred by a
Participant upon the Participant's request and a
demonstration by the Participant of an Unforeseeable
Emergency. An Unforeseeable Emergency means a severe
financial hardship to the Participant or Beneficiary
resulting from a sudden and unexpected illness or
accident of the Participant or Beneficiary, the
Participant's or Beneficiary's spouse, or the
Participant's or Beneficiary's dependent (as defined
under Code ss. 152(a)); loss of the Participant's or
Beneficiary's property due to casualty; or other similar
extraordinary and unforeseeable circumstances arising as
a result of events beyond the control of the Participant
or Beneficiary. The circumstances that will constitute
an Unforeseeable Emergency in any particular case shall
be determined by the Committee, in its sole and absolute
discretion. If the Committee determines that an
Unforeseeable Emergency has occurred for the
Participant, the Committee shall authorize a
distribution of the Participant's deferred Shares or
cash to the extent deemed necessary by the Committee, in
its sole and absolute discretion, to alleviate or remedy
the Participant's or Beneficiary's Unforeseeable
Emergency; provided, however, that the number of Shares
or cash distributed shall not exceed the number or
amount, as applicable, needed to satisfy the emergency
plus taxes reasonably anticipated as a result of the
distribution. Distributions shall not be allowed to the
extent that the hardship may be relieved through
reimbursement or compensation by
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insurance or otherwise, or by liquidation of the
Participant's assets (to the extent such liquidation
would not itself cause a severe financial hardship).
(6) No Acceleration of Distributions. Notwithstanding
anything to the contrary herein, this Award Agreement
does not permit the acceleration of the time or schedule
of any distribution under this Award Agreement, except
as provided by Code Section 409A and/or the Secretary of
the United States Treasury.
(7) Dividends. During the period of deferral, Participants'
deferral account shall be credited with regular cash
dividends paid with respect to the deferred Shares.
(8) 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 for two years
following a Change of Control.
(G) 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
Committee may adopt for administration of the Plan. The
Committee shall have the right to impose such
restrictions on any Shares acquired pursuant to
Performance Shares 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 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.
(2) The Committee 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
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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 Performance Shares 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.
(H) Acceptance and Acknowledgement of Award. The financial targets
of the Performance Share Program and the Program details
outlined in this Award Agreement and the Performance Share
Guide must remain confidential. The information in both
documents should not be discussed with, shared with,
photocopied or distributed to others. By signing and returning
this Award Agreement, you are agreeing to all of the terms
contained in the Award Agreement, including, but not limited
to, the terms related to confidentiality. Participation in
this program and its details are highly confidential and may
not be discussed by a Participant with anyone other than the
Participant's spouse or immediate family or financial or legal
advisors. Breach of this confidentiality condition could
affect the amount of a Participant's actual 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.
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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.
/s/ Susan P. Mitchell
------------------------
Susan P. Mitchell
Executive Vice President
Human Resources
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Participant's Signature
Date (month/day/year)
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Exhibit A
Performance Leverage Factor Grids
PERFORMANCE LEVERAGE FACTOR GRID
Return on Tangible Equity (ROTE) (3-Year Average)
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Performance 2005 ROTE
Leverage Factor Performance Target
(PLF)
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Minimum 35%
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50%
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60%
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Maximum 75%
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Diluted Earnings Per Share (EPS) (Compounded Annual Growth)
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Performance 2005 EPS
Leverage Factor Performance Target
(PLF)
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Minimum 25%
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37%
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50%
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63%
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Maximum 75%
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*For the purpose of this Award Agreement the term "Performance Measure" shall
have the same meaning as "Performance Target" in the Plan.
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