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Exhibit 10.27
CIT GROUP INC.
SUPPLEMENTAL RETIREMENT PLAN
(As Amended and Restated Effective as of January 1,
2008)
CIT GROUP INC.
SUPPLEMENTAL RETIREMENT PLAN
Table of Contents
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Page |
| Article 1.
Purpose |
3 |
| Article 2.
Definitions |
3 |
| Article 3.
Administration |
5 |
| Article 4.
Participation; Supplemental Retirement and Death
Benefits |
6 |
| Article 5. Source and
Payment of Supplemental Retirement Benefits |
10 |
| Article 6. Amendment
and Termination |
11 |
| Article 7. Claims
procedures |
12 |
| Article 8.
Miscellaneous |
13 |
CIT GROUP INC.
SUPPLEMENTAL RETIREMENT PLAN
ARTICLE 1.
PURPOSE
CIT
Group Inc. adopted the Plan effective as of January 1, 1990. The
Plan was last amended and restated as of January 1, 2005.
The
Plan is hereby amended and restated as set forth herein, effective
as of January 1, 2008. Unless otherwise expressly provided herein,
the rights of any person who had a Separation from Service, died or
retired on or before January 1, 2008, shall be determined solely
under the terms of the Plan in effect on the date of such
person’s Separation from Service, death or retirement.
The
purpose of the Plan is to establish a means of providing unfunded
benefits to certain eligible employees and their beneficiaries,
which are in excess of the limitations imposed on the Retirement
Plan by Sections 401(a)(17) and 415 of the Code.
The
Plan is intended to constitute an excess benefit plan and an
unfunded deferred compensation plan for a select group of
management and highly compensated employees within the meaning of
the ERISA.
ARTICLE 2.
DEFINITIONS
When
used herein the following terms shall have the meanings set forth
below. Capitalized words that are not defined herein have the
meanings assigned to such words in the Retirement Plan.
2.1.
“Beneficiary” means the person entitled to receive
benefits, if any, under the terms of the Retirement Plan following
a Member’s Separation from Service due to death;
provided , however , that, for all purposes under
this Plan, the Beneficiary of a Traditional Member who is married
at the time of death shall be the Traditional Member’s Spouse
(as determined under the Retirement Plan).
2.2.
“Board” means the Board of Directors of the Company
or any committee thereof which may be delegated responsibility with
respect to the Plan.
2.3. “CB
Member” means a Member whose accrued benefit under the
Retirement Plan is determined under the Cash Balance Account
formula of the Retirement Plan.
2.4.
“Code” means the Internal Revenue Code of 1986, as
amended, and the applicable rulings and regulations thereunder.
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2.5. “Code
Limits” means Sections 401(a)(17) and 415 of the Code and
any other provisions of the Code which, in the Committee’s
determination, limit the amount of benefits which a Member may
accrue under the Retirement Plan.
2.6.
“Committee” means the “Employee Benefit Plans
Committee,” as defined in the Retirement Plan.
2.7.
“Company” means CIT Group Inc. or any successor
thereto.
2.8.
“Deferred Compensation Plan” means the CIT Group
Inc. Deferred Compensation Plan, as the same may be amended from
time to time.
2.9.
“Employer” means the Company and any Affiliate
that, with the consent of the Board, adopts the Plan.
2.10.
“ERISA” means the Employee Retirement Income
Security Act of 1974, as amended, and the applicable rulings and
regulations thereunder.
2.11.
“Member” means an employee of an Employer who is
participating in the Plan, including a CB Member and a Traditional
Member.
2.12.
“Payment Date” means, as applied to a Member and
subject to Section 6.3, the first day of the fourth month following
the month in which occurs the date of the Member’s Separation
from Service.
2.13.
“Plan” means the CIT Group Inc. Supplemental
Retirement Plan (previously known as The CIT Group Holdings, Inc.
Supplemental Retirement Plan prior to January 1, 2005), as the same
may be amended from time to time.
2.14.
“Retirement Plan” means CIT Group Inc. Retirement
Plan, as the same may be amended from time to time.
2.15.
“Separation from Service” means a Member’s
“separation from service” from the Company and each of
its Affiliates, as determined under the default provisions included
in the applicable Treasury Regulations issued under of Section 409A
of the Code.
2.16.
“Specified Benefit Form” means (i) for a Member who
is married to a Spouse for purposes of the Retirement Plan as of
the date of the Member’s Separation from Service, a 50%
qualified joint and survivor annuity payable over the life of the
Member and the Member’s Spouse and commencing as of the first
day of the month following the month in which the date of the
Member’s Separation from Service occurs; and (ii) for a
Member who is not married to a Spouse for purposes of the
Retirement Plan as of the date of the Member’s Separation
from Service, a single life annuity payable over the life of the
Member and commencing as of the first day of the month following
the month in which the date of the Member’s Separation from
Service occurs.
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2.17.
“Specified Employee” means an employee of the
Company or its Affiliates who will be a “specified
employee” as defined in Section 409A(a)(2)(B)(i) of the Code
determined in accordance with the uniform methodology and
procedures adopted by the Committee.
2.18.
“Spouse” means, as of the date of determination,
the individual of the opposite sex to whom the Member is married
within the meaning of the laws of the jurisdiction of the
Member’s domicile (including common law marriage under
applicable state law), provided ; however , that the
marriage is recognized as valid under the laws of the United
States. Unless otherwise specified herein, a man and a woman are
married if their relationship is recognized as a marriage under the
laws of the state or county in which the Member is domiciled and of
the United States.
2.19.
“Supplemental Benefit” means the benefit, if any,
payable to a Member or a Member’s Beneficiary in accordance
with the provisions of the Plan.
2.20.
“Traditional Member” means a Member whose accrued
benefit under the Retirement Plan is determined under the non-Cash
Balance Account formula of the Retirement Plan.
ARTICLE 3.
ADMINISTRATION
3.1. General
Authority. The general supervision of the Plan shall be the
responsibility of the Committee, which, in addition to such other
powers as it may have as provided herein, shall have the power: (i)
subject to Section 4.1, to determine eligibility to participate in,
and the amount of benefit to be provided to any Member under, the
Plan; (ii) to make and enforce such rules and regulations as it
shall deem necessary or proper for the efficient administration of
the Plan; (iii) to determine all questions arising in connection
with the Plan, to interpret and construe the Plan, to resolve
ambiguities, inconsistencies or omissions in the text of the Plan,
to correct any defects in the text of the Plan and to take such
other action as may be necessary or advisable for the orderly
administration of the Plan; (iv) to make any and all legal and
factual determinations in connection with the administration and
implementation of the Plan; and (v) to employ and rely on legal
counsel, actuaries, accountants and any other agents as may be
deemed to be advisable to assist in the administration of the Plan.
All such actions of the Committee shall be conclusive and binding
upon all persons. The Committee shall be entitled to rely
conclusively upon all tables, valuations, certificates, opinions,
and reports furnished by any actuary, accountant, controller,
counsel, or other person employed or engaged by the Company with
respect to the Plan. If any member of the Committee is a Member,
such member shall not resolve, or participate in the resolution of,
any question which relates directly or indirectly to him and which,
if applied to him, would significantly vary his eligibility for, or
the amount of, any benefit to him under the Plan.
3.2.
Delegation. The Committee shall have the power to delegate to
any person or persons the authority to carry out such
administrative duties, powers and authority relative to the
administration of the Plan as the Committee may from time to time
determine. Any action taken
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by any person or persons to whom the Committee
makes such a delegation shall, for all purposes of the Plan, have
the same force and effect as if undertaken directly by the
Committee.
3.3. Actions;
Indemnification. The members of the Committee, the members of
any other committee and any officer or employee of an Employer to
whom responsibilities are delegated by the Committee shall not be
liable for any actions or failure to act hereunder. The Company
shall indemnify and hold harmless, to the fullest extent permitted
by law, the Committee (and each member thereof), the members of any
other committee employed by an Employer and any officer or employee
of an Employer to whom responsibilities are delegated by the
Committee from and against any liabilities, damages, costs and
expenses (including attorneys’ fees and amounts paid in
settlement of any claims approved by the Company) incurred by or
asserted against it or him by reason of its or his duties performed
in connection with the operation or administration of the Plan.
3.4. Section 409A
Grandfathering. The Supplemental Benefit payable to a Member
who had a Separation from Service prior to January 1, 2005 shall be
governed by the terms of the Plan in effect at the time of the
Member’s Separation from Service, except that, in the case of
a Member whose date of Separation from Service was after October 3,
2004 and prior to January 1, 2005, the Supplemental Benefit shall
be determined in accordance with the terms of the Plan in effect on
October 3, 2004.
ARTICLE 4.
PARTICIPATION; SUPPLEMENTAL RETIREMENT AND
DEATH BENEFITS
4.1. Covered
Employees. The Plan shall cover employees of an Employer whose
benefits under the Retirement Plan are limited by the Code Limits;
provided , however , that the Committee shall have
the discretion to exclude one or more employees or classes of
employees from participation in the Plan to the extent the
Committee determines that such action is necessary or advisable for
the Plan to continue to be limited to a select group of management
and highly compensated employees within the meaning of the ERISA.
The Supplemental Benefit, if any, provided to a Member or a
Member’s Beneficiary shall be determined in accordance with
Section 4.2.
4.2. Supplemental
Benefit. A Supplemental Benefit shall be provided under the
Plan to any Member (i) who has Separation from Service and (ii)
who, at the time of such Separation from Service, has a vested and
accrued benefit under the Retirement Plan. No Supplemental Benefit
shall be payable under the Plan to any Member or to such
Member’s Beneficiary if, at the time of the Member’s
Separation from Service, the Member does not have a vested and
accrued benefit under the Retirement Plan. The amount of the
Supplemental Benefit shall be calculated as of the date of the
Member’s Separation from Service as follows:
(a)
CB Members Who Do Not Qualify for Early or Normal Retirement
. The Supplemental Benefit of a CB Member who, as of the date of
the CB Member’s Separation from Service, does not qualify for
immediate retirement under the early or normal retirement
provisions of the Retirement Plan shall equal:
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(i)
The dollar value of the CB Member’s Cash Balance Account
under the Retirement Plan as of the date of the CB Member’s
Payment Date calculated, solely for purposes of this Plan, (I) as
if the Code Limits did not apply to the calculation of such Cash
Balance Account and (II) by including amounts attributable to
voluntary salary or bonus deferrals by the CB Member under any
Company-sponsored deferred compensation plan for the periods under
the Retirement Plan applicable to the calculation of the CB
Member’s Cash Balance Account; minus
(ii)
The dollar value of the Member’s Cash Balance Account as of
the applicable Payment Date.
(b)
CB Members Who Qualify for Early or Normal Retirement . The
Supplemental Benefit of a CB Member who, as of the date of such
Member’s Separation from Service, qualifies for immediate
retirement under the early or normal retirement provisions of the
Retirement Plan shall equal:
(i)
The present value as of the Payment Date of the Specified Benefit
Form that the Member would receive under the Retirement Plan if the
Member had retired under the Retirement Plan as of the date of the
Member’s Separation from Service calculated (I) as if the
Code Limits did not apply to the calculation of the Member’s
Accrued Benefit under the Retirement Plan and (II) by including
amounts attributable to voluntary salary and bonus deferrals under
any Company-sponsored deferred compensation plan for the periods
under the Retirement Plan applicable to the calculation of the
Member’s Accrued Benefit under the Retirement Plan; minus
(ii)
The present value of the Specified Benefit Form determined as of
the Payment Date that the Member would receive under the Retirement
Plan if the Member had retired under the Retirement Plan as of the
date of the Member’s Separation from Service.
(c)
Traditional Members Who Qualify for Early or Normal
Retirement . The Supplemental Benefit of a Traditional Member
who,
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