Exhibit 10.19
Option Agreement - Employment Agreement
CIT Group Inc.
Long-Term Incentive Plan
Stock Option Award Agreement
"Participant":
"Date of Award": ______________, 2007
This Award Agreement, effective as of the Date of Award set forth above,
represents the grant of Nonqualified Stock Options (the "Options") 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 (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 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 these Options: [ ] Shares
(2) "Option Price": $______.
(3) "Option Term": The Options have been granted for a
period of seven (7) years ending on the seventh (7th)
anniversary of the Date of Award.
(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 or as otherwise set forth
in the applicable Employment Agreement between the
Company and the Participant in effect on the Date of the
Award (the "Employment Agreement"):
(a) One-third of the Options will vest and become
exercisable on a cumulative basis, on each of the
first, second and third anniversaries of the Date
of Award.
(b) Any Options not previously vested in accordance
with Section (B)(1)(a) shall vest and become
exercisable as of the date of the Participant's
termination of employment due to death or
"Disability," by the Participant for "Good
Reason," or due to a termination by the Company
without "Cause" (each as defined in the Employment
Agreement).
(c) In the event of a Participant's "Retirement," as
defined below, all Options not previously vested
pursuant to Section (B)(1)(a) shall continue to
vest and become exercisable in accordance with
Section (B)(1)(a). "Retirement" 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 (c) above, Options which have not
vested and become exercisable shall terminate
immediately and be of no further force or effect.
(3) Upon vesting, the Options will remain exercisable until
they terminate in accordance with Section D below.
(C) How to Exercise an Option.
(1) The Options may be exercised by telephone or written
notice to the Company's stock plan administrator,
currently Xxxxx Xxxxxx (the "Administrator"), 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
the Administrator 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. The Committee reserves the right to modify the
exercise procedures from time to time.
2
(2) Subject to the approval of the Committee and applicable
securities laws, the Participant may be permitted to
exercise the Options pursuant to a "cashless exercise"
procedure, as permitted under Federal Reserve Board's
Regulation T, 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, Shares underlyling the Options
shall be issued in the Participant's name and delivered
to the Participant. The Company and the Administrator
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 Participant's death or
Disability, by the Participant for Good Reason or by the
Company without Cause, the Options will terminate and
have no further force or effect upon the earliest of (a)
three (3) years after the date of the Participant's
death or Disability, (b) two (2) years after a
termination by the Participant for Good Reason or by the
Company without Cause, and (c) the expiration of the
Option Term.
(2) If the Participant's employment terminates during the
Option Term by reason of the Participant's Retirement,
the Options will terminate and have no further force or
effect upon the expiration of the Option Term.
(3) If the Participant's employment terminates during the
Option Term for any reason not set forth in Sections
(D)(1) or (D)(2), the Options will terminate and have no
further force or effect upon the earlier of (a) the
expiration of three (3) months after the date of the
Participant's termination of employment and (b) the
expiration of the Option Term.
(4) If the Participant's employment with the Company does
not terminate earlier, all Options not exercised shall
terminate as of the expiration of the Option Term.
(E) Change of Control. Notwithstanding any provision contained in
the Plan or this Award Agreement to the contrary, upon a
Change of Control prior to the Participant's termination of
employment, all Options that have not been terminated prior to
the effective date of the Change of Control shall immediately
vest and become exercisable and shall remain exercisable
3
until the earlier of (a) the expiration of the Option Term and
(b) 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 with respect to Shares subject to the Options
(including voting rights) until such time that the Option
Price has been paid in full and the Shares have been issued
and delivered to the Participant. No adjustment shall be made
for dividends or other rights for which the record date is
prior to such date, except as provided in Section 13 of the
Plan.
(G) Transferability. The Options 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.
(H) 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 under 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 the
exercise of the Option 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 or traded, and/or
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.
(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
4
impair the rights of the Participant under this Award
Agreement, without the Participant's written consent.
(4) As the Option Price is equal to the Fair Market Value of
a Share, the Options are intended to be exempt from
Section 409A of the Internal Revenue Code of 1986, as
amended, and the regulations and guidance promulgated
thereunder ("Section 409A"). Notwithstanding the
foregoing 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
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 H(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 Options will not be subject to taxes,
interest and penalties under Section 409A.
(5) Delivery of the Shares underlying the Options upon
exercise will be subject to the Participant satisfying
all applicable federal, state, local and foreign tax
obligations (including the Participant's FICA
obligation). The Company shall have the power and the
right to deduct or withhold from all amounts payable to
the Participant in connection with the Options or
otherwise, or 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 exercise of the
Options.
(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 as 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.
(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,
5
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.
(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, 0 XXX Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000, no
later than thirty (30) days after receipt of this Award
Agreement.
6
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:
7
ESP Participant - Option Agreement (no "sale transaction")
CIT Group Inc.
Long-Term Incentive Plan
Stock Option Award Agreement
"Participant":
"Date of Award": __________, 2007
This Award Agreement, effective as of the Date of Award set forth above,
represents the grant of Nonqualified Stock Options (the "Options") 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 (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 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 these Options: [ ] Shares
(2) "Option Price": $______.
(3) "Option Term": The Options have been granted for a
period of seven (7) years ending on the seventh (7th)
anniversary of the Date of Award.
(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 and become
exercisable on a cumulative basis, on each of the
first, second and third anniversaries of the Date
of Award.
(b) Any Options not previously vested in accordance
with Section (B)(1)(a) shall vest and become
exercisable as of
the date of the Participant's termination of
employment due to death or Disability, or the date
of the Participant's RIF Termination. 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.
(c) In the event of a Participant's Retirement, all
Options not previously vested pursuant to Section
(B)(1)(a) shall continue to vest and become
exercisable in accordance with Section (B)(1)(a).
"Retirement" 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 (c) above, Options which have not
vested and become exercisable shall terminate
immediately and be of no further force or effect.
(3) Upon vesting, the Options will remain exercisable until
they terminate in accordance with Section D below.
(C) How to Exercise an Option.
(1) The Options may be exercised by telephone or written
notice to the Company's stock plan administrator,
currently Xxxxx Xxxxxx (the "Administrator"), 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
the Administrator for an amount in United States dollars
equal to the Option Price of such
2
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. The Committee
reserves the right to modify the exercise procedures
from time to time.
(2) Subject to the approval of the Committee and applicable
securities laws, the Participant may be permitted to
exercise the Options pursuant to a "cashless exercise"
procedure, as permitted under Federal Reserve Board's
Regulation T, 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, Shares underlying the Options
shall be issued in the Participant's name and delivered
to the Participant. The Company and the Administrator
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 Participant's death or
Disability, the Options will terminate and have no
further force or effect upon the earliest of (a) three
(3) years after the date of the Participant's death or
Disability and (b) the expiration of the Option Term.
(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" (each as defined
in the Company's Employee Severance Plan as amended as
of March 1, 2004), the Options will terminate and have
no force or effect upon the earlier of (a) two (2) years
after the Participant's date of termination or (b) the
expiration of the Option Term.
(3) If the Participant's employment terminates during the
Option Term by reason of the Participant's Retirement,
the Options will terminate and have no further force or
effect upon the expiration of the Option Term.
(4) If the Participant's employment terminates during the
Option Term for any reason not set forth in Sections
(D)(1), (D)(2) or (D)(3), the Options will terminate and
have no further force or effect upon the earlier of (a)
the expiration of three (3) months after the date of the
3
Participant's termination of employment and (b) the
expiration of the Option Term.
(5) If the Participant's employment with the Company does
not terminate earlier, all Options not exercised shall
terminate as of the expiration of the Option Term.
(E) Change of Control. Notwithstanding any provision contained in
the Plan or this Award Agreement to the contrary, upon a
Change of Control prior to the Participant's termination of
employment, all Options that have not been terminated prior to
the effective date of the Change of Control shall immediately
vest and become exercisable and shall remain exercisable until
the earlier of (a) the expiration of the Option Term and (b)
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 with respect to Shares subject to the Options
(including voting rights) until such time that the Option
Price has been paid in full and the Shares have been issued
and delivered to the Participant. No adjustment shall be made
for dividends or other rights for which the record date is
prior to such date, except as provided in Section 13 of the
Plan.
(G) Transferability. The Options 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.
(H) 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 under 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 the
exercise of the Option as it deems necessary or
advisable under applicable federal securities laws, the
rules and regulations of any stock exchange or market
4
upon which such Shares are then listed or traded, and/or
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.
(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) As the Option Price is equal to the Fair Market Value of
a Share, the Options are intended to be exempt from
Section 409A of the Internal Revenue Code of 1986, as
amended, and the regulations and guidance promulgated
thereunder ("Section 409A"). Notwithstanding the
foregoing 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
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 H(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 Options will not be subject to taxes,
interest and penalties under Section 409A.
(5) Delivery of the Shares underlying the Options upon
exercise will be subject to the Participant satisfying
all applicable federal, state, local and foreign tax
obligations (including the Participant's FICA
obligation). The Company shall have the power and the
right to deduct or withhold from all amounts payable to
the Participant in connection with the Options, or
otherwise, or 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 exercise of the
Options.
5
(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 as 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.
(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.
(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, 0 XXX Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000, no
later than thirty (30) days after receipt of this Award
Agreement.
6
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:
7
Option Agreement (non-executive)
CIT Group Inc.
Long-Term Incentive Plan
Stock Option Award Agreement
"Participant":
"Date of Award": ______________, 2007
This Award Agreement, effective as of the Date of Award set forth above,
represents the grant of Nonqualified Stock Options (the "Options") 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 (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 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 these Options: [ ] Shares
(2) "Option Price": $______.
(3) "Option Term": The Options have been granted for a
period of seven (7) years ending on the seventh (7th)
anniversary of the Date of Award.
(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 and become
exercisable on a cumulative basis, on each of the
first, second and third anniversaries of the Date
of Award.
(b) Any Options not previously vested in accordance
with Section (B)(1)(a) shall vest and become
exercisable as of
the date of the Participant's termination of
employment due to death or Disability, or the date
of the Participant's RIF Termination. 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.
(c) In the event of a Participant's Retirement (as
defined below), all Options not previously vested
pursuant to Section (B)(1)(a) shall continue to
vest and become exercisable in accordance with
Section (B)(1)(a). "Retirement" 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 (c) above, Options which have not
vested and become exercisable shall terminate
immediately and be of no further force or effect.
(3) Upon vesting, the Options will remain exercisable until
they terminate in accordance with Section D below.
(C) How to Exercise an Option.
(1) The Options may be exercised by telephone or written
notice to the Company's stock plan administrator,
currently Xxxxx Xxxxxx (the "Administrator"), 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
the Administrator for an
2
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. The Committee
reserves the right to modify the exercise procedures
from time to time.
(2) Subject to the approval of the Committee and applicable
securities laws, the Participant may be permitted to
exercise the Options pursuant to a "cashless exercise"
procedure, as permitted under Federal Reserve Board's
Regulation T, 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, Shares underlying the Options
shall be issued in the Participant's name and delivered
to the Participant. The Company and the Administrator
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 Participant's death or
Disability, the Options will terminate and have no
further force or effect upon the earlier of (a) three
(3) years after the date of the Participant's death or
Disability and (b) the expiration of the Option Term.
(2) If the Participant's employment terminates during the
Option Term by reason of the Participant's Retirement,
the Options will terminate and have no further force or
effect upon the expiration of the Option Term.
(3) If the Participant's employment terminated during the
Option Term due to a RIF Termination, the Option will
terminate and have no further force or effect upon the
earlier of (a) two (2) years after the termination date,
and (b) the expiration of the Option Term.
(4) If the Participant's employment terminates during the
Option Term for any reason not set forth in Sections
(D)(1), (D)(2), or (D)(3) the Options will terminate and
have no further force or effect upon the earlier of (a)
the expiration of three (3) months after the date of the
Participant's termination of employment and (b) the
expiration of the Option Term.
3
(5) If the Participant's employment with the Company does
not terminate earlier, all Options not exercised shall
terminate as of the expiration of the Option Term.
(E) Change of Control. Notwithstanding any provision contained in
the Plan or this Award Agreement to the contrary, upon a
Change of Control prior to the Participant's termination of
employment, all Options that have not been terminated prior to
the effective date of the Change of Control shall immediately
vest and become exercisable and shall remain exercisable until
the earlier of (a) the expiration of the Option Term and (b)
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 with respect to Shares subject to the Options
(including voting rights) until such time that the Option
Price has been paid in full and the Shares have been issued
and delivered to the Participant. No adjustment shall be made
for dividends or other rights for which the record date is
prior to such date, except as provided in Section 13 of the
Plan.
(G) Transferability. The Options 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.
(H) 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 under 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 the
exercise of the Option 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 or traded, and/or
any blue sky or state securities laws applicable to such
Shares. It is expressly understood that the Committee is
authorized to
4
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.
(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) As the Option Price is equal to the Fair Market Value of
a Share, the Options are intended to be exempt from
Section 409A of the Internal Revenue Code of 1986, as
amended, and the regulations and guidance promulgated
thereunder ("Section 409A"). Notwithstanding the
foregoing 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
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 H(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 Options will not be subject to taxes,
interest and penalties under Section 409A.
(5) Delivery of the Shares underlying the Options upon
exercise will be subject to the Participant satisfying
all applicable federal, state, local and foreign tax
obligations (including the Participant's FICA
obligation). The Company shall have the power and the
right to deduct or withhold from all amounts payable to
the Participant in connection with the Options or
otherwise, or 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 exercise of the
Options.
(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 as
5
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.
(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.
(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, 0 XXX Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000, no
later than thirty (30) days after receipt of this Award
Agreement.
6
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:
7
