Exhibit 99.2
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: NAME
Date of Award:
The Award Agreement, effective as of the Date of Award (the "Date of
Award") set forth above, represents the grant of Restricted Stock 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
Agreement and the terms of the Plan, the Plan's terms shall completely supersede
and replace the conflicting terms of this 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:
Restricted Stock
(A) Grant of Restricted Stock. The Company hereby grants to the
Participant x,xxx shares of Restricted Stock.
(B) Rights as a Stockholder. During the Period of Restriction,
Participants holding Shares of Restricted Stock granted
hereunder may exercise full voting rights with respect to
those Shares and may be credited with regular cash dividends
paid with respect to the underlying Shares while they are so
held. The Board may apply any restrictions to the dividends
that the Board deems appropriate.
(C) Transferability. This Restricted Stock is not transferable by
the Participant, whether voluntarily or involuntarily, by
operation of law or otherwise, during the Period of
Restriction, except as provided in the Plan. If assignment,
pledge, transfer, or other disposition, voluntary or
involuntary, of this Restricted Stock shall be made, or if any
attachment, execution, garnishment, or lien shall be issued
against or placed upon the Restricted Stock, then the
Participant's right to the Restricted Stock shall immediately
cease and terminate and the Participant shall promptly forfeit
to the Company all Restricted Stock awarded under this
Agreement.
(D) Vesting and Termination of Employment:
(1) Provided the Participant has continued in the employment
of the Company to the last day of the Period of
Restriction or has terminated from the Company due to
Retirement, the restrictions applicable to the
Restricted Stock shall lapse and the Shares of
Restricted Stock shall become freely transferable as of
the third anniversary of the Date of Award (for the
purposes of this Award Agreement, such period shall be
the "Period of Restriction").
"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) In the event the Participant's employment is terminated
by reason of death, Disability, by the Company without
"Cause" (as defined in an Employment Agreement between
the Participant and the Company) or by the Participant
with "Good Reason" (as defined in an Employment
Agreement between the Participant and the Company) on or
prior to the last day of the Period of Restriction, all
Shares of Restricted Stock granted hereunder shall vest
and all restrictions shall lapse upon the date of
termination.
(3) If the Participant's employment with the Company
terminates for a reason other than as set forth in
Section (D)(1) or (D)(2) above on or prior to the last
day of the Period of Restriction, all Shares of
Restricted Stock granted hereunder shall immediately be
forfeited by the Participant and be of no force or
effect.
(E) Share Certificates. The Company or its designee shall retain
the certificates representing Shares of Restricted Stock in
the Company's possession until such time as all conditions
and/or restrictions applicable to such Shares have been
satisfied.
(F) Change of Control. Not withstanding any provision contained in
this Award Agreement to the contrary, upon a Change of
Control, all shares of Restricted Stock granted hereunder
shall vest and all restrictions applicable to this Restricted
Stock grant shall lapse.
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Miscellaneous
(A) This 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 lapse or waiver of restrictions with respect to Restricted
Stock, as it may deem advisable, including, without
limitation, restrictions 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 Agreement, all of which shall be binding
upon the Participant.
(B) 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 Agreement, without the written consent of
the Participant.
(C) 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 Agreement (the tax
consequences and tax obligations of the Company and the
Participant with respect to the Restricted Stock may vary
according to the laws of different countries).
(D) 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 Agreement.
(E) This 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.
(F) All obligations of the Company under the Plan and this
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.
(G) To the extent not preempted by federal law, this Agreement
shall be governed by, and construed in accordance with, the
laws of the State of New Jersey.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the Date of Award. CIT Group Inc.
By: /s/ Susan P. Mitchell
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Susan P. Mitchell
Executive Vice President
Human Resources
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