Exhibit 10.21
For Participants with Employment Contracts
CIT Group Inc.
Long-Term Incentive Plan
Restricted Stock 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 shares of Restricted Common Stock ("Restricted Shares")
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 Restricted Shares. The Company hereby grants to the
Participant [______] Restricted Shares, subject to the terms
and conditions of the Plan and this Award Agreement. The
Restricted Shares are subject to the transfer restrictions set
forth in Section E and the cancellation provisions set forth
in Section C.
(B) Vesting of Restricted Shares.
(1) Subject to the Participant's continued employment with
the Company and its Subsidiaries (the "Company Group"),
one third (1/3) of the Restricted Shares shall vest on
each of the first, second and third anniversaries of the
Date of Award (each, a "Vesting Date"). Any fractional
Restricted Shares resulting from the application of the
vesting schedule shall be aggregated and the Restricted
Shares resulting from such aggregation shall vest on the
third anniversary of the Date of Award.
(2) Upon vesting, the Restricted Shares shall no longer be
subject to the transfer restrictions pursuant to Section
E or cancellation pursuant to Section C.
(C) Termination of Employment.
(1) If, after the Date of Award and prior to a Vesting Date,
(i) the Participant's employment with the Company Group
due to the Participant's death, "Disability,"
"Retirement," (ii) the Participant resigns for "Good
Reason" or (iii) the Participant is terminated without
"Cause" (each as defined in the applicable Employment
Agreement between the Company and the Participant in
effect on the Date of the Award), all of the unvested
Restricted Shares shall vest immediately.
(2) If, prior to 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 Restricted Shares shall be cancelled
immediately and the Participant shall immediately
forfeit any rights to the Restricted Shares.
(D) Change of Control. Notwithstanding any provision contained in
the Plan or this Award Agreement to the contrary, if, prior to
a Vesting Date, a Change of Control occurs, the unvested
Restricted Shares shall immediately vest upon the effective
date of the Change of Control.
(E) Transferability. The Restricted Shares 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, 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.
(F) Rights as a Stockholder. The Participant shall have, with
respect to the Restricted Shares, all the rights of a
stockholder of the Company, including, if applicable, the
right to vote the Restricted Shares and to receive any
dividends, subject to the restrictions set forth in the Plan
and this Award Agreement.
(G) Dividends and Distributions. Any Shares or other securities of
the Company received by the Participant as a result of a
distribution to holders of Restricted Shares or as a dividend
on the Restricted Shares shall be subject to the same
restrictions as the related Restricted Shares, and all
references to Restricted Shares hereunder shall be deemed to
include such Shares or other securities.
(H) Share Certificates. The certificate representing the Shares
covered by the Restricted Shares shall be held in custody by
the Company until the restrictions thereon shall have lapsed.
As a condition of the award of Restricted Shares, the
Participant shall deliver to the Company a stock power,
endorsed in blank, relating to such Shares. The Committee may
cause a legend or legends to be put on the certificate to make
appropriate reference to such restrictions as the Committee
may deem advisable under the Plan or as may be required by the
rules, regulations, and other requirements of the Securities
and Exchange Commission, any exchange that lists the Shares,
and any applicable federal or state laws.
(I) Miscellaneous.
2
(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 the Restricted Shares 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 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) Shares of Restricted Stock are not subject to Section
409A of the Internal Revenue Code of 1986, as amended
("Section 409A"). Notwithstanding the forgoing or any
provision of the Plan or this Award Agreement, if 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 I(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
Restricted Shares will not be subject to taxes, interest
and penalties under Section 409A.
3
(5) Vesting of the Restricted Shares shall be 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 in connection with the
Restricted Shares 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 vesting of the Restricted Shares.
(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.
(7) All obligations of the Company under the Plan and this
Award Agreement, with respect to the Restricted Shares,
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.
(J) 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, 1 CIT Drive, Livingston, New Jersey
07039, no later than thirty (30) days after receipt of this
Award Agreement.
4
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.
_________________________
5
For ESP Participants
CIT Group Inc.
Long-Term Incentive Plan
Restricted Stock 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 shares of Restricted Common Stock ("Restricted Shares")
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 Restricted Shares. The Company hereby grants to the
Participant [______] Restricted Shares, subject to the terms
and conditions of the Plan and this Award Agreement. The
Restricted Shares are subject to the transfer restrictions set
forth in Section E and the cancellation provisions set forth
in Section C.
(B) Vesting of Restricted Shares.
(1) Subject to the Participant's continued employment with
the Company and its Subsidiaries (the "Company Group"),
one third (1/3) of the Restricted Shares shall vest on
each of the first, second and third anniversaries of the
Date of Award (each, a "Vesting Date"). Any fractional
Restricted Shares resulting from the application of the
vesting schedule shall be aggregated and the Restricted
Shares resulting from such aggregation shall vest on the
third anniversary of the Date of Award.
(2) Upon vesting, the Restricted Shares shall no longer be
subject to the transfer restrictions pursuant to Section
E or cancellation pursuant to Section C.
(C) Termination of Employment.
(1) If, after the Date of Award and prior to a Vesting Date,
the Participant's employment with the Company Group
terminates due to the Participant's death, Disability,
Retirement or RIF Termination (each, as defined below),
or for "Good Reason" or "Without Cause" (each as defined
in the Company's Employee
Severance Plan, as amended as of March 1, 2004), all of
the unvested Restricted Shares shall vest immediately.
"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 by the Company 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.
(2) If, prior to 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 Restricted Shares shall be cancelled
immediately and the Participant shall immediately
forfeit any rights to the Restricted Shares.
(D) Change of Control. Notwithstanding any provision contained in
the Plan or this Award Agreement to the contrary, if, prior to
a Vesting Date, a Change of Control occurs, the unvested
Restricted Shares shall immediately vest upon the effective
date of the Change of Control.
(E) Transferability. The Restricted Shares 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, 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.
(F) Rights as a Stockholder. The Participant shall have, with
respect to the Restricted Shares, all the rights of a
stockholder of the Company, including, if applicable, the
right to vote the Restricted Shares and to
2
receive any dividends, subject to the restrictions set forth
in the Plan and this Award Agreement.
(G) Dividends and Distributions. Any Shares or other securities of
the Company received by the Participant as a result of a
distribution to holders of Restricted Shares or as a dividend
on the Restricted Shares shall be subject to the same
restrictions as the related Restricted Shares, and all
references to Restricted Shares hereunder shall be deemed to
include such Shares or other securities.
(H) Share Certificates. The certificate representing the Shares
covered by the Restricted Shares shall be held in custody by
the Company until the restrictions thereon shall have lapsed.
As a condition of the award of Restricted Shares, the
Participant shall deliver to the Company a stock power,
endorsed in blank, relating to such Shares. The Committee may
cause a legend or legends to be put on the certificate to make
appropriate reference to such restrictions as the Committee
may deem advisable under the Plan or as may be required by the
rules, regulations, and other requirements of the Securities
and Exchange Commission, any exchange that lists the Shares,
and any applicable federal or state laws.
(I) 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 the Restricted Shares 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 time; provided, however, that no
termination, amendment,
3
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) Shares of Restricted Stock are not subject to Section
409A of the Internal Revenue Code of 1986, as amended
("Section 409A"). Notwithstanding the forgoing or any
provision of the Plan or this Award Agreement, if 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 I(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
Restricted Shares will not be subject to taxes, interest
and penalties under Section 409A.
(5) Vesting of the Restricted Shares shall be 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 in connection with the
Restricted Shares 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 vesting of the Restricted Shares.
(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.
(7) All obligations of the Company under the Plan and this
Award Agreement, with respect to the Restricted Shares,
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,
4
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.
(J) 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, 1 CIT Drive, Livingston, New Jersey
07039, no later than thirty (30) days after receipt of this
Award Agreement.
5
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.
_________________________
6
For Participants Without Employment Contracts
CIT Group Inc.
Long-Term Incentive Plan
Restricted Stock 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 shares of Restricted Common Stock ("Restricted Shares")
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 Restricted Shares. The Company hereby grants to the
Participant [______] Restricted Shares, subject to the terms
and conditions of the Plan and this Award Agreement. The
Restricted Shares are subject to the transfer restrictions set
forth in Section E and the cancellation provisions set forth
in Section C.
(B) Vesting of Restricted Shares.
(1) Subject to the Participant's continued employment with
the Company and its Subsidiaries (the "Company Group"),
one third (1/3) of the Restricted Shares shall vest on
each of the first, second and third anniversaries of the
Date of Award (each, a "Vesting Date"). Any fractional
Restricted Shares resulting from the application of the
vesting schedule shall be aggregated and the Restricted
Shares resulting from such aggregation shall vest on the
third anniversary of the Date of Award.
(2) Upon vesting, the Restricted Shares shall no longer be
subject to the transfer restrictions pursuant to Section
E or cancellation pursuant to Section C.
(C) Termination of Employment.
(1) If, after the Date of Award and prior to a Vesting 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), all of the unvested Restricted Shares shall vest
immediately. "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 by
the Company 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.
(2) If, prior to 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 Restricted Shares shall be cancelled
immediately and the Participant shall immediately
forfeit any rights to the Restricted Shares.
(D) Change of Control. Notwithstanding any provision contained in
the Plan or this Award Agreement to the contrary, if, prior to
a Vesting Date, a Change of Control occurs, the unvested
Restricted Shares shall immediately vest upon the effective
date of the Change of Control.
(E) Transferability. The Restricted Shares 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, 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.
(F) Rights as a Stockholder. The Participant shall have, with
respect to the Restricted Shares, all the rights of a
stockholder of the Company, including, if applicable, the
right to vote the Restricted Shares and to receive any
dividends, subject to the restrictions set forth in the Plan
and this Award Agreement.
2
(G) Dividends and Distributions. Any Shares or other securities of
the Company received by the Participant as a result of a
distribution to holders of Restricted Shares or as a dividend
on the Restricted Shares shall be subject to the same
restrictions as the related Restricted Shares, and all
references to Restricted Shares hereunder shall be deemed to
include such Shares or other securities.
(H) Share Certificates. The certificate representing the Shares
covered by the Restricted Shares shall be held in custody by
the Company until the restrictions thereon shall have lapsed.
As a condition of the award of Restricted Shares, the
Participant shall deliver to the Company a stock power,
endorsed in blank, relating to such Shares. The Committee may
cause a legend or legends to be put on the certificate to make
appropriate reference to such restrictions as the Committee
may deem advisable under the Plan or as may be required by the
rules, regulations, and other requirements of the Securities
and Exchange Commission, any exchange that lists the Shares,
and any applicable federal or state laws.
(I) 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 the Restricted Shares 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 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.
3
(4) Shares of Restricted Stock are not subject to Section
409A of the Internal Revenue Code of 1986, as amended
("Section 409A"). Notwithstanding the forgoing or any
provision of the Plan or this Award Agreement, if 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 I(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
Restricted Shares will not be subject to taxes, interest
and penalties under Section 409A.
(5) Vesting of the Restricted Shares shall be 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 in connection with the
Restricted Shares 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 vesting of the Restricted Shares.
(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.
(7) All obligations of the Company under the Plan and this
Award Agreement, with respect to the Restricted Shares,
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.
4
(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.
(J) 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, 1 CIT Drive, Livingston, New Jersey
07039, no later than thirty (30) days after receipt of this
Award Agreement.
5
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.
_________________________
6