Exhibit 4.1
CIT GROUP INC.
DEFERRED COMPENSATION PLAN
I. Purpose.
CIT Group Inc. (the "Company") hereby establishes the CIT Group
Inc.
Deferred Compensation Plan (the "Plan").
The purpose of the Plan is to provide
Participants with an opportunity to defer
payment of a portion of Base Salary
and/or Bonus as a means of saving for their
retirement or other purposes. At all
times, this Plan shall be considered
entirely unfunded, both for tax purposes
and for purposes of Title I of ERISA. This
Plan is maintained primarily for the
purpose of providing deferred compensation
for a select group of management or
highly compensated employees, and,
therefore, is not intended to be a qualified
plan within the meaning of Code ss.ss.
401(a) and 501(a) and is not subject to
any of the participation, vesting, funding
or fiduciary responsibility
provisions of ERISA.
II. Definitions.
In this
Plan, whenever the context so indicates, the singular or the
plural number and the masculine or feminine
gender shall be deemed to include
the other, the terms "he," "his," and "him"
shall refer to a Participant or a
Beneficiary of a Participant, as the case
may be, and, except as otherwise
provided, or unless the context otherwise
requires, the capitalized terms shall
have the following meanings:
A. "Account" means any of the bookkeeping accounts established by
the
Company with respect to the Participant
under Section VIII of the Plan. An
Account will be maintained solely as a
bookkeeping entry by the Company.
B. "Affiliate" means any corporation which is included in a
controlled
group of corporations (within the meaning
of Code ss. 414(b)) which includes the
Company, any trade or business (whether or
not incorporated) which is under
common control with the Company (within the
meaning of Code ss. 414(c)), any
organization included in the same
affiliated service group (within the meaning
of Code ss. 414(m)) as the Company and any
other entity required to be
aggregated with the Company pursuant to the
regulations under Code ss. 414(o).
C. "Allocation Election" means an election by a Participant in
accordance with the provisions of Section
IX of the Plan as to the allocation of
the Participant's future deferrals and/or
existing Account balances among the
Investment Alternatives in which such
amounts are Deemed Invested.
D. "Allocation Election Form" means such form or other designated
means
by which the Participant makes an
Allocation Election or rebalances an Account.
E. "Annually-Paid Performance-Based Bonus" means any
performance-based
bonus which is earned and paid annually and
which meets the requirements of Code
Section 409A with respect to
performance-based compensation based on services
performed over a period of at least twelve
months.
F. "Base Salary" means a Participant's base pay, before reduction
for
(i) taxes, (ii) any before-tax
contributions made on the Participant's behalf
under any tax-qualified employee
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benefit plans established by the Company,
such as the Savings Incentive Plan,
and (iii) any amount not included in the
Participant's income pursuant to Code
ss. ss. 125, 129, or 132.
G. "Beneficiary" or "Beneficiaries" means, with respect to a
Participant, any natural person(s), estate
or trust(s) designated by the
Participant on the form provided by the
Committee to receive the benefits
specified under the Plan in the event of
the Participant's death. The
Participant's estate shall be the
Beneficiary if:
(i) the Participant has not designated any natural person(s)
or trust(s) as Beneficiary, or
(ii) all designated Beneficiaries have predeceased the
Participant.
H. "Board" means the Board of Directors of the Company and its
successors.
I. "Bonus" means any Quarterly-Paid Performance-Based Bonus or
Annually-Paid Performance-Based Bonus
payable to a Participant.
J. "Change of Control" means the occurrence of either of the
following
events:
1. any Person or Group, as a result of a Transaction (as
defined
in paragraph 2 below) or otherwise, becomes
the Beneficial Owner, directly or
indirectly, of securities representing a
majority of the combined voting power
of the Company's then outstanding
securities generally entitled to vote for the
election of directors (capitalized terms
not otherwise defined herein are used
as defined under the Securities Exchange
Act of 1934, as amended, and the rules
and regulations promulgated thereunder);
or
2. as a direct or indirect result of any cash tender offer,
acquisition of securities, merger or other
business combination, acquisition or
sale of assets, actual or threatened
election contest (including any settlement
thereof or any agreement intended to avoid
or settle such a contest) or
contractual arrangement, or any combination
of the foregoing (a "Transaction"),
the persons who were directors of the
Company immediately before the Transaction
(the "Incumbent Board") shall cease to
constitute at least a majority of the
Board of the Company or any successor to
the Company (including any entity
resulting from such Transaction or which,
as a result of such Transaction,
directly or indirectly owns or controls the
Company or such successor or all or
substantially all of its assets); provided
that any person becoming a director
after the Transaction whose election as a
director was approved by a vote of at
least a majority of the directors then
comprising the Incumbent Board shall be
deemed to be a member of the Incumbent
Board.
K. "Code" means the Internal Revenue Code of 1986, as it may be
amended
from time to time, as well as regulations
promulgated thereunder.
L. "Committee" means the Employee Benefit Plans Committee of
the
Company.
M. "Deemed Investment" or "Deemed Invested" (as the context
requires)
means the notional conversion of the
balance held in a Participant's Account
into shares or units of the
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Investment Alternative(s) selected by the
Participant as measuring devices for
determining the value of a Participant's
Account.
N. "Deferral Election" means an election by a Participant to defer
a
portion of his Base Salary and/or Bonus in
accordance with Section VI of the
Plan.
O. "Deferral Election Form" means such form or other designated
means
by which a Participant elects: (a) the
amount of Base Salary and/or Bonus to
defer for the following Plan Year (in
dollar amount or percentage); (b) the
Account to which the deferred amounts are
to be credited; and (c) the
distribution schedule with respect to such
amounts.
P. "Deferred Amounts" means, with respect to a Participant, the sum
of
(i) the Base Salary and/or Bonus that the
Participant has elected to defer under
the Plan and (ii) any Makeup
Contributions.
Q. "Disability" means a disability such that a Participant (1)
is
unable to engage in any substantial gainful
activity by reason of any medically
determinable physical or mental impairment
which can be expected to result in
death or can be expected to last for a
continuous period of not less than 12
months; or (2) is, by reason of any
medically determinable physical or mental
impairment which can be expected to result
in death or can be expected to last
for a continuous period of not less than 12
months, receiving income replacement
benefits for a period of not less than
three months under an accident and health
plan covering employees of the
Participant's employer.
R. "Eligible Employee" means any U.S. employee of the Company who
works
20 or more hours a week with the
designation of Grade 418 or higher and any
non-U.S. employee with the designation of
Grade 418 or higher whose eligibility
is approved by the Committee.
S. "Eligible Termination" means a Participant's involuntary
termination
of employment with the Company and each of
its Affiliates due to (i) a reduction
in force, (ii) corporate downsizing, (iii)
change in operations, (iv) permanent
facility relocation or closing, or other
job elimination, in each case as
determined by the Committee in its
discretion.
T. "ERISA" means the Employee Retirement Income Security Act of
1974,
as it may be amended from time to time, as
well as regulations promulgated
thereunder.
U. "Investment Alternatives" mean the securities or other
investments
as may be offered from time to time by the
Committee, from which a Participant
may select to be used as measuring devices
to determine the Deemed Investment
earnings or losses of the Participant's
Account. A Participant shall have no
real or beneficial ownership in the
security or other investment represented by
the Investment Alternative.
V. "Key Employee" means "key employee" as defined in Code
Section
416(i) and as determined in the sole
discretion of the Committee.
W. "Makeup Contribution" has the meaning given to it in Section VII
of
the Plan.
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<PAGE>
X. "Makeup Contribution Account" means the bookkeeping account
established by the Company with respect to
a Participant under Section VIII.D of
the Plan and which shall be credited with
the Participant's Makeup Contributions
and any Deemed Investment earnings or
losses thereon.
Y. "Matching Contribution" has the meaning given to it in the
Savings
Incentive Plan.
Z. "Participant" means an Eligible Employee who has elected to
make
Base Salary and/or Bonus deferrals in
accordance with the Plan with respect to
any Plan Year.
AA. "Plan" means this CIT Group Inc. Deferred Compensation Plan
as
documented herein and as may be amended
from time to time hereafter.
BB. "Plan Year" means the twelve-month period beginning each
January 1
and ending each December 31.
CC. "Quarterly-Paid Performance-Based Bonus" means any
performance-based bonus which is earned and
paid quarterly.
DD. "Savings Incentive Plan" means the CIT Group Inc. Savings
Incentive
Plan.
EE. "Scheduled Withdrawal Account" means one or more
bookkeeping
accounts established by the Company with
respect to the Participant under
Section VIII.C of the Plan and which shall
be credited with all or a portion of
the Participant's Base Salary and Bonus
deferrals in accordance with the
Participant's Deferral Election and any
Deemed Investment earnings or losses
thereon.
FF. "Separation From Service" means a Participant's separation
from
service with the Company or any Affiliate
other than by reason of the
Participant's death or Disability, or as
determined by the U.S. Secretary of the
Treasury.
GG. "Separation From Service Account" means the bookkeeping
account
established by the Company with respect to
the Participant under Section VIII.B
of the Plan and which shall be credited
with all or a portion of the
Participant's Base Salary and/or Bonus
deferrals in accordance with the
Participant's Deferral Election and any
Deemed Investment earnings or losses
thereon.
III. Effective Date and Duration of the
Plan.
The Plan shall be effective on the first day of the first
annual
enrollment period, which shall occur prior
to January 1 of the Plan Year which
commences in 2005, and shall remain in
effect until such time as it may be
terminated by the Company in accordance
with Section XII of the Plan.
IV. Administration.
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<PAGE>
A. The Plan shall be administered by the Committee. The Committee
shall
have all powers necessary to accomplish
such purpose, including the power and
authority to construe and interpret the
Plan in its sole and absolute
discretion, to define the terms used
herein, to prescribe, amend and rescind
rules and regulations, agreements, forms,
and notices relating to the
administration of the Plan, and to make all
other determinations necessary or
advisable for the administration of the
Plan. Any actions of the Committee with
respect to the Plan shall be final,
conclusive and binding upon all persons
interested in the Plan. The Committee may
appoint agents and delegate thereto
powers and duties under the Plan, except as
otherwise limited by the Plan.
B. Each member of the Committee shall be entitled, in good faith,
to
rely or act upon any report or other
information furnished to him or her by any
officer or other employee of the Company,
the Company's independent certified
public accountants, or any executive
compensation consultant, legal counsel, or
other professional retained by the Company.
To the maximum extent permitted by
law, no member of the Committee, nor any
person to whom ministerial duties have
been delegated by the Committee, shall be
liable to any person for any action
taken or omitted in good faith in
connection with the interpretation and
administration of the Plan. No member of
the Committee shall be entitled to act
on or decide any matter relating solely to
himself or any of his rights or
benefits under the Plan.
V. Eligibility and Participation.
Every Eligible Employee shall be eligible to participate in the
Plan
and shall become a Participant on the last
business day of the enrollment period
with respect to his first election to make
a deferral under the Plan in
accordance with Section VI of the Plan. An
Eligible Employee who becomes a
Participant shall remain a Participant at
all times prior to his death if the
value of his Account balance is greater
than zero.
VI. Election to Defer.
A. Timing of Deferral.
1. An Eligible Employee may make a Deferral Election by
completing and submitting a Deferral
Election Form during the annual enrollment
period established by the Committee as set
forth below.
(a) Salary Deferrals.
(i) With respect to Salary to be earned in the first Plan
Year, which shall commence on January 1,
2005 (the "First Plan Year"), a
Participant may make a Deferral Election in
the enrollment period which shall
occur prior to December 31, 2004 (the
"First Enrollment Period").
(ii) With respect to Salary to be earned in subsequent Plan
Years, a Participant may make a Deferral
Election during the enrollment period
which shall occur in the year prior to the
Plan Year to which the Deferral
Election relates.
(b) Quarterly-Paid Performance-Based Bonus Deferrals.
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(i) A Participant may elect to defer a portion of any
Quarterly-Paid Performance-Based Bonus
amounts to be earned in the first Plan
Year by completing and submitting a
Deferral Election Form during the First
Enrollment Period.
(ii) A Participant may elect to defer a portion of any
Quarterly-Paid Performance-Based Bonus
amounts to be earned in subsequent Plan
Years by completing and submitting a
Deferral Election Form during the
enrollment period which shall occur in the
year prior to the Plan Year to which
the Deferral Election relates.
(c) Annually-Paid Performance-Based Bonus Deferrals. A
Participant may elect to defer a portion of
any Annually-Paid Performance-Based
Bonus amounts by making a Deferral Election
during the enrollment period which
shall occur at least six months prior to
the end of the performance period to
which such Annually-Paid Performance-Based
Bonus relates.
(d) The following chart illustrates the timing provisions of
this Section VI.A.
<TABLE>
<CAPTION>
----------------------------------------
--------------------------------------
--------------------------------------
<S>
<C>
<C>
Year Earned
Enrollment Period
----------------------------------------
--------------------------------------
--------------------------------------
First Plan Year
Prior to December 31, 2004
Salary
----------------------------------------
--------------------------------------
--------------------------------------
Subsequent Plan Years
Prior to the end of the year
preceding the Plan Year
----------------------------------------
--------------------------------------
--------------------------------------
Quarterly-Paid Performance-Based Bonus
First Plan Year
Prior to December 31, 2004
----------------------------------------
--------------------------------------
--------------------------------------
Subsequent Plan Years
Prior to the end of the year
preceding the Plan Year
----------------------------------------
--------------------------------------
--------------------------------------
Annually-Paid Performance-Based
Bonus
Any Plan Year
No later than six months prior to
the end of the performance period
----------------------------------------
--------------------------------------
--------------------------------------
</TABLE>
2. A Deferral Election shall become effective upon the last
business day of the enrollment period with
respect to the Plan Year to which it
relates, or in the case of newly Eligible
Employees as soon as practicable after
the date that such Deferral Election is
received. A Deferral Election shall be
effective for the Plan Year to which it
relates and shall expire at the end of
such Plan Year. A Deferral Election may not
be modified during a Plan Year
except in the event of an Unforeseeable
Emergency as provided in Section X.A of
the Plan.
3. The Committee may, in its sole and absolute discretion,
permit
an Employee who becomes an Eligible
Employee during any Plan Year to make a
Deferral Election with respect to his Base
Salary and Bonus which will be earned
during the balance of such Plan Year,
within thirty (30) days of the date on
which the Employee first becomes an
Eligible Employee.
B. Amount of Deferral.
1. Base Salary. A Participant may elect to defer up to twenty
percent (20%) of his Base Salary with
respect to the Plan Year to which the
Deferral Election relates in whole
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<PAGE>
percentages only. The minimum amount that
the Participant may defer with respect
to a Plan Year is five percent (5%) of the
Participant's Base Salary.
2. Bonus. The maximum amount that a Participant may defer with
respect to a Plan Year is seventy-five
percent (75%) of either his
Quarterly-Paid Performance-Based Bonus or
Annually-Paid Performance-Based Bonus.
The minimum amount that a Participant may
defer may be calculated, at the
discretion of the Participant, as either a
percentage or a fixed dollar amount.
If calculated as a fixed dollar amount, the
minimum amount that may be deferred
may not be less than $5,000 (i) for the
year, in the case of an Annually-Paid
Performance-Based Bonus, or (ii) for any
quarter, in the case of a
Quarterly-Paid Performance-Based Bonus. If
calculated as a percentage, the
minimum amount that may be deferred is five
percent (5%) of either his
Quarterly-Paid Performance-Based Bonus or
Annually-Paid Performance-Based Bonus;
provided, however, that the percentage
selected may not result in a dollar
amount that would be less than $5,000 (i)
for the year, in the case of an
Annually-Paid Performance-Based Bonus, or
(ii) for any quarter, in the case of a
Quarterly-Paid Performance-Based Bonus.
3. Notwithstanding the foregoing, in the event a Participant's
Deferral Election results in insufficient
non-deferred compensation from which
the Company may withhold taxes in
accordance with applicable law and such other
amounts as may be required to be deducted
from the amounts otherwise payable to
the Participant, the Participant's Deferral
Election shall be reduced by the
amount necessary to allow the Company to
satisfy such withholding requirements.
VII. Company Savings Incentive Plan Makeup
Contribution.
The Company shall make a Makeup Contribution to the Plan on behalf
of a
Participant for each Plan Year with respect
to which the Participant's Matching
Contribution is diminished as a result of
his Deferral Election. The amount of
any Makeup Contribution with respect to a
Plan Year shall equal the difference
between the maximum Matching Contribution
that would have been credited to the
Participant's matching contribution account
under the Savings Incentive Plan
with respect to such Plan Year had the
Participant made no Deferral Election
under this Plan and the Matching
Contribution actually credited to the
Participant's matching contribution account
under the Savings Incentive Plan for
such Plan Year. The Company shall credit
any Makeup Contribution with respect to
a Plan Year to the Participant's Makeup
Contribution Account in accordance with
Section VIII.D. of the Plan.
VIII. Participant Accounts
A. Establishment of Accounts. A Participant's Deferred Amounts for
a
Plan Year shall be credited to his Account
in accordance with this Section VIII
of the Plan. Unless otherwise determined by
the Committee, amounts credited to
an Account shall be deemed to be invested
in Deemed Investments, as provided in
Section IX of the Plan, as of the date so
credited.
B. Separation From Service Account. The Company shall establish
a
Separation From Service Account with
respect to a Participant in accordance with
the distribution election set forth in the
Participant's Deferral Election Form
filed with the Committee. The Company shall
credit a Participant's deferred Base
Salary and/or deferred Bonus amounts with
respect to a
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Plan Year to his Separation From Service
Account in accordance with the
Participant's Deferral Election Form with
respect to the Plan Year. The Company
shall credit the Deferred Amounts with
respect to the Plan Year to the
Participant's Separation From Service
Account as of the date on which the
amounts would have been paid by the Company
to the Participant but for the
Participant's election to defer receipt
hereunder, unless otherwise determined
by the Committee.
C. Scheduled Withdrawal Account. The Company shall establish a
Scheduled Withdrawal Account with respect
to a Participant to the extent that,
in his Deferral Election Form filed with
the Committee, the Participant elects
to have the distribution of his deferred
Base Salary and/or Bonus amounts
commence prior to his Separation From
Service. Such
