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Exhibit 10.1
CIT GROUP INC.
LONG-TERM INCENTIVE PLAN
1. Purposes of the Plan
The purposes of
the Plan are to (a) promote the long-term success of the Company
and its Subsidiaries and to increase stockholder value by providing
Eligible Individuals with incentives to contribute to the long-term
growth and profitability of the Company by offering them an
opportunity to obtain a proprietary interest in the Company through
the grant of equity-based awards and (b) assist the Company in
attracting, retaining and motivating highly qualified individuals
who are in a position to make significant contributions to the
Company and its Subsidiaries.
Upon the
Effective Date, no further Awards will be granted under the Prior
Plan.
2. Definitions and Rules of Construction
(a)
Definitions. For purposes of the Plan, the following
capitalized words shall have the meanings set forth
below:
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“
Affiliate ” means any Parent or Subsidiary and
any person that directly or indirectly through one or more
intermediaries, controls, is controlled by, or is under common
control with, the Company. |
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“
Award ” means an Option, Restricted Stock,
Restricted Stock Unit, Stock Appreciation Right, Performance Stock,
Performance Unit or Other Award granted by the Committee pursuant
to the terms of the Plan. |
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“
Award Document ” means an agreement,
certificate or other type or form of document or documentation
approved by the Committee that sets forth the terms and conditions
of an Award. An Award Document may be in written, electronic or
other media, may be limited to a notation on the books and records
of the Company and, unless the Committee requires otherwise, need
not be signed by a representative of the Company or a
Participant. |
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“
Beneficial Owner ” and “Beneficially
Owned” have the meaning set forth in Rule 13d-3 under the
Exchange Act. |
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“
Board ” means the Board of Directors of the
Company, as constituted from time to time. |
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“
Change of Control ” means: |
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(i) Any Person
becomes the Beneficial Owner, directly or indirectly, of securities
of the Company representing thirty-five percent (35%) or more of
the combined voting power of the Company’s then outstanding
securities; or |
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(ii) The
following individuals cease for any reason to constitute a majority
of the number of directors then serving: individuals who, on the
Effective Date, constitute the Board and any new director (other
than a director whose initial assumption of office is in connection
with an actual or threatened election contest, including, but not
limited to, a consent solicitation, relating to the election of
directors of the Company) whose appointment or election by the
Board or nomination for election by the Company’s
stockholders was approved or recommended by a vote of at least a
majority of the directors then still in office who either were
directors on the Effective Date or whose appointment, election or
nomination for election was previously so approved or recommended;
or |
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(iii) There is
consummated a merger or consolidation of the Company or any
Subsidiary with any other corporation, other than (A) a merger or
consolidation which would result in the voting securities of the
Company outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of the
surviving entity or any parent thereof), in combination with the
ownership of any trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any Subsidiary of
the Company, more than fifty percent (50%) of the combined voting
power of the securities of the Company or such surviving entity or
any parent thereof outstanding immediately after such merger or
consolidation, or (B) a merger or consolidation effected to
implement a recapitalization of the Company (or similar
transaction) in which no Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company representing
thirty-five percent (35%) or more of the combined voting power of
the Company’s then outstanding securities; or |
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(iv) The
stockholders of the Company approve a plan of complete liquidation
or dissolution of the Company or there is consummated an agreement
for the sale or disposition by the company of all or substantially
all of the Company’s assets, other than a sale or disposition
by the Company of all or substantially all of the Company’s
assets to an entity, more than fifty percent (50%) of the combined
voting power of the voting securities of which are owned by
stockholders of the Company in substantially the same proportions
as their ownership of the Company immediately prior to such
sale. |
Notwithstanding
the foregoing, with respect to an Award that is subject to Section
409A of the Code and the payment or settlement of the Award will
accelerate upon a Change of Control, no event set forth herein will
constitute a Change of Control for purposes of the Plan or any
Award Document unless such event also constitutes a “change
in ownership,” “change in effective control,” or
“change in the ownership of a substantial portion of the
Company’s assets” as defined under Section 409A of the
Code.
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“
Code ” means the Internal Revenue Code of 1986,
as amended, and the applicable rulings and regulations promulgated
thereunder. |
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“
Committee ” means the Compensation Committee of
the Board, any successor committee thereto or any other committee
appointed from time to time by the Board to administer the Plan,
which committee shall meet the requirements of Section 162(m) of
the Code, Section 16(b) of the Exchange Act and the applicable
rules of the NYSE; provided, however, that, if any Committee member
is found not to have met the qualification requirements of Section
162(m) of the Code and Section 16(b) of the Exchange Act, any
actions taken or Awards granted by the Committee shall not be
invalidated by such failure to so qualify. |
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“
Common Stock ” means the common stock of the
Company, par value $0.01 per share, or such other class of share or
other securities as may be applicable under Section 13 of the
Plan. |
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“
Company ” means CIT Group Inc., a Delaware
corporation, or any successor to all or substantially all of the
Company’s business that adopts the Plan. |
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“
EBITDA ” means earnings before interest, taxes,
depreciation and amortization. |
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“
Effective Date ” means the date on which the
Plan is adopted by the Board. |
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“
Eligible Individuals ” means the individuals
described in Section 4(a) of the Plan who are eligible for Awards
under the Plan. |
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“
Exchange Act ” means the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated
thereunder. |
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“
Fair Market Value ” means, with respect to a
share of Common Stock, the fair market value thereof as of the
relevant date of determination, as determined in accordance with
the valuation methodology approved by the Committee. In the absence
of any alternative valuation methodology approved by the Committee,
the Fair Market Value of a share of Common Stock shall equal the
closing selling price of a share of Common Stock on the trading day
immediately preceding the date on which such valuation is made as
reported on the composite tape for securities listed on the NYSE,
or such national securities exchange as may be designated by the
Committee, or, in the event that the Common Stock is not listed for
trading on the NYSE or such other national securities exchange as
may be designated by the Committee but is quoted on an automated
system, in any such case on the valuation date (or, if there were
no sales on the valuation date, the average of the highest and
lowest quoted selling prices as reported on said composite tape or
automated system for the most recent day during which a sale
occurred). |
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“
Incentive Stock Option ” means an Option that
is intended to comply with the requirements of Section 422 of the
Code or any successor provision thereto. |
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“
Non-Employee Director ” means any member of the
Board who is not an officer or employee of the Company or any
Subsidiary. |
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“
Nonqualified Stock Option ” means an Option
that is not intended to comply with the requirements of Section 422
of the Code or any successor provision thereto. |
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“
NYSE ” means the New York Stock
Exchange. |
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“
Option ” means an Incentive Stock Option or
Nonqualified Stock Option granted pursuant to Section 7 of the
Plan. |
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“
Other Award ” means any form of Award other
than an Option, Restricted Stock, Restricted Stock Unit or Stock
Appreciation Right granted pursuant to Section 11 of the
Plan. |
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“
Parent ” means a corporation which owns or
beneficially owns a majority of the outstanding voting stock or
voting power of the Company. Notwithstanding the above, with
respect to an Incentive Stock Option, Parent shall have the meaning
set forth in Section 424(e) of the Code. |
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“
Participant ” means an Eligible Individual who
has been granted an Award under the Plan. |
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“
Performance Period ” means the period
established by the Committee and set forth in the applicable Award
Document over which Performance Targets are measured. |
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“
Performance Stock ” means a Target Number of
Shares granted pursuant to Section 10(a) of the Plan. |
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“
Performance Target ” means the performance
measures established by the Committee, from among the performance
criteria provided in Section 6(g), and set forth in the applicable
Award Document. |
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“
Performance Unit ” means a right to receive a
Target Number of Shares or cash in the future granted pursuant to
Section 10(b) of the Plan. |
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“
Permitted Transferees ” means (i) a
Participant’s family member, (ii) one or more trusts
established in whole or in part for the benefit of one or more of
such family members, (iii) one or more entities which are
beneficially owned in whole or in part by one or more such family
members, or (iv) a charitable or not-for-profit
organization. |
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“
Person ” means any person, entity or
“group” within the meaning of Section 13(d)(3) or
Section 14(d)(2) of the Exchange Act, except that such term shall
not include (i) the Company or any of its Subsidiaries, (ii) a
trustee or other fiduciary holding securities under an employee
benefit plan of the Company or any of its Affiliates, (iii) an
underwriter temporarily holding securities pursuant to an offering
of such securities, (iv) a corporation owned, directly or
indirectly, by the stockholders of the Company in substantially the
same proportions as their ownership of stock of the Company, or (v)
a person or group as used in Rule 13d-1(b) under the Exchange
Act. |
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“
Plan ” means this CIT Group Inc. Long-Term
Incentive Plan, as amended or restated from time to
time. |
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“
Plan Limit ” means the maximum aggregate number
of Shares that may be issued for all purposes under the Plan as set
forth in Section 5(a) of the Plan. |
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“
Prior Plan ” means the CIT Group Inc. Long-Term
Equity Compensation Plan, as amended from time to time. |
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“
Restricted Stock ” means one or more Shares
granted or sold pursuant to Section 8(a) of the Plan. |
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“
Restricted Stock Unit ” means a right to
receive one or more Shares (or cash, if applicable) in the future
granted pursuant to Section 8(b) of the Plan. |
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“
Shares ” means shares of Common Stock, as may
be adjusted pursuant to Section 13(b). |
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“
Stock Appreciation Right ” means a right to
receive all or some portion of the appreciation on Shares granted
pursuant to Section 9 of the Plan. |
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“
Subsidiary ” means (i) a corporation or other
entity with respect to which the Company, directly or indirectly,
has the power, whether through the ownership of voting securities,
by contract or otherwise, to elect at least a majority of the
members of such corporation’s board of directors or analogous
governing body, or (ii) any other corporation or other entity in
which the Company, directly or indirectly, has an equity or similar
interest and which the Committee designates as a Subsidiary for
purposes of the Plan. For purposes of determining eligibility for
the grant of Incentive Stock Options under the Plan, the term
“Subsidiary” shall be defined in the manner required by
Section 424(f) of the Code. |
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“
Substitute Award ” means any Award granted upon
assumption of, or in substitution or exchange for, outstanding
employee equity awards previously granted by a company or other
entity acquired by the Company or with which the Company combines
pursuant to the terms of an equity compensation plan that was
approved by the stockholders of such company or other
entity. |
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“
Target Number ” means the target number of
Shares or cash value established by the Committee and set forth in
the applicable Award Document. |
(b) Rules of
Construction . The masculine pronoun shall be deemed to include
the feminine pronoun, and the singular form of a word shall be
deemed to include the plural form, unless the context requires
otherwise. Unless the text indicates otherwise, references to
sections are to sections of the Plan.
3. Administration
(a)
Committee. The Plan shall be administered by the Committee,
which shall have full power and authority, subject to the express
provisions hereof, to:
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(i) select the
Participants from the Eligible Individuals; |
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(ii) grant
Awards in accordance with the Plan; |
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(iii) determine
the number of Shares subject to each Award or the cash amount
payable in connection with an Award; |
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(iv) determine
the terms and conditions of each Award, including, without
limitation, those related to term, permissible methods of exercise,
vesting, cancellation, payment, settlement, exercisability,
Performance Periods, Performance Targets, and the effect, if any,
of a Participant’s termination of employment with the Company
or any of its Subsidiaries or, subject to Section 6(d), a Change of
Control of the Company; |
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(v) subject to
Sections 16 and 17(e) of the Plan, amend the terms and conditions
of an Award after the granting thereof; |
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(vi) specify
and approve the provisions of the Award Documents delivered to
Participants in connection with their Awards; |
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(vii) construe
and interpret any Award Document delivered under the
Plan; |
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(viii) make
factual determinations in connection with the administration or
interpretation of the Plan; |
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(ix) adopt,
prescribe, amend, waive and rescind administrative regulations,
rules and procedures relating to the Plan; |
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(x) employ such
legal counsel, independent auditors and consultants as it deems
desirable for the administration of the Plan and to rely upon any
advice, opinion or computation received therefrom; |
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(xi) vary the
terms of Awards to take account of tax and securities law and other
regulatory requirements or to procure favorable tax treatment for
Participants; |
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(xii) correct
any defects, supply any omission or reconcile any inconsistency in
any Award Document or the Plan; and |
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(xiii) make all
other determinations and take any other action desirable or
necessary to interpret, construe or implement properly the
provisions of the Plan or any Award Document. |
(b) Plan
Construction and Interpretation . The Committee shall have full
power and authority, subject to the express provisions hereof, to
construe and interpret the Plan.
(c)
Determinations of Committee Final and Binding . All
determinations by the Committee in carrying out and administering
the Plan and in construing and interpreting the Plan shall be made
in the Committee’s sole discretion and shall be final,
binding and conclusive for all purposes and upon all persons
interested herein.
(d)
Delegation of Authority . To the extent not prohibited by
applicable laws, rules and regulations, the Committee may, from
time to time, delegate some or all of its authority under the Plan
to a subcommittee or subcommittees thereof or other persons or
groups of persons as it deems necessary, appropriate or advisable
under such conditions or limitations as it may set at the time of
such delegation or thereafter; provided, however, that the
Committee may not delegate its authority (i) to make Awards to
employees (A) who are subject on the date of the Award to the
reporting rules under Section 16(a) of the Exchange Act, (B) whose
compensation for such fiscal year may be subject to the limit on
deductible compensation pursuant to Section 162(m) of the Code or
(C) who are officers of the Company who are delegated authority by
the Committee hereunder, or (ii) pursuant to Section 16 of the
Plan. For purposes of the Plan, reference to the Committee shall be
deemed to refer to any subcommittee, subcommittees, or other
persons or groups of persons to whom the Committee delegates
authority pursuant to this Section 3(d).
(e)
Liability of Committee . Subject to applicable laws, rules
and regulations: (i) no member of the Board or Committee (or its
delegates) shall be liable for any good faith action or
determination made in connection with the operation, administration
or interpretation of the Plan and (ii) the members of the Board or
the Committee (and its delegates) shall be entitled to
indemnification and reimbursement in the manner provided in the
Company’s Certificate of Incorporation as it may be amended
from time to time. In the performance of its responsibilities with
respect to the Plan, the Committee shall be entitled to rely upon
information and/or advice furnished by the Company’s officers
or employees, the Company’s accountants, the Company’s
counsel and any other party the Committee deems necessary, and
no
member of
the Committee shall be liable for any action taken or not taken in
reliance upon any such information and/or advice.
(f) Action
by the Board . Anything in the Plan to the contrary
notwithstanding, subject to applicable laws, rules and regulations,
any authority or responsibility that, under the terms of the Plan,
may be exercised by the Committee may alternatively be exercised by
the Board.
4. Eligibility
(a) Eligible
Individuals . Awards may be granted to officers, employees,
directors, Non-Employee Directors, consultants, advisors and
independent contractors of the Company or any of its Subsidiaries
or joint ventures, partnerships or business organizations in which
the Company or its Subsidiaries have an equity interest; provided,
however, that only employees of the Company or a Parent or
Subsidiary may be granted Incentive Stock Options. The Committee
shall have the authority to select the persons to whom Awards may
be granted and to determine the type, number and terms of Awards to
be granted to each such Participant. Under the Plan, references to
“employment” or “employed”include the
engagement of Participants who are consultants, advisors and
independent contractors of the Company or its Subsidiaries and the
service of Participants who are Non-Employee Directors, except for
purposes of determining eligibility to be granted Incentive Stock
Options.
(b) Grants
to Participants . The Committee shall have no obligation to
grant any Eligible Individual an Award or to designate an Eligible
Individual as a Participant solely by reason of such Eligible
Individual having received a prior Award or having been previously
designated as a Participant. The Committee may grant more than one
Award to a Participant and may designate an Eligible Individual as
a Participant for overlapping periods of time.
5. Shares Subject to the Plan
(a) Plan
Limit . Subject to adjustment in accordance with Section 13 of
the Plan, the maximum aggregate number of Shares that may be issued
for all purposes under the Plan shall be fifteen million nine
hundred thousand (15,900,000) plus any Shares that are available
for issuance under the Prior Plan or that become available for
issuance upon cancellation or expiration of awards granted under
the Prior Plan without having been exercised or settled. Shares to
be issued under the Plan may be authorized and unissued shares,
issued shares that have been reacquired by the Company (in the
open-market or in private transactions) and that are being held in
treasury, or a combination thereof. All of the Shares subject to
the Plan Limit may be issued pursuant to Incentive Stock
Options.
(b) Rules
Applicable to Determining Shares Available for Issuance . The
number of Shares remaining available for issuance will be reduced
by the number of Shares subject to outstanding Awards and, for
Awards that are not denominated by Shares, by the number of Shares
actually delivered upon settlement or payment of the Award;
provided, however, that, notwithstanding the above, the number of
Shares available for issuance under the Plan shall be reduced by
1.94 Shares for every one Share issued in respect of an award of
(i) Restricted Stock, (ii) Restricted Stock Units, (iii)
Performance Stock, (iv) Performance Units or (v) Other Awards,
which, in each case, are granted under the Plan on or after the
date of the 2008 Annual Meeting of the Company’s
stockholders. For purposes of determining the number of Shares that
remain available for issuance under the Plan, (i) the number of
Shares that are tendered by a Participant or withheld by the
Company to pay the exercise price of an Award or to satisfy the
Participant’s tax withholding obligations in connection with
the exercise or settlement of an Award and (ii) all of the Shares
covered by a stock-settled Stock Appreciation Right to the extent
exercised, will not be added back to the Plan Limit. In addition,
for purposes of determining the number of Shares that remain
available for issuance under the Plan, the number of Shares
corresponding to Awards under the Plan that are forfeited or
cancelled or otherwise expire for any reason without having been
exercised or settled or that is settled through issuance of
consideration other than Shares (including, without limitation,
cash) shall be added back to the Plan Limit and again be available
for the grant of Awards; provided, however, that this provision
shall not be applicable with respect to (i) the cancellation of a
Stock Appreciation Right granted in tandem with an Option upon the
exercise of the Option or (ii) the cancellation of an Option
granted in tandem with a Stock Appreciation Right upon the exercise
of the Stock Appreciation.
(c) Special
Limits . Anything to the contrary in Section 5(a) above
notwithstanding, but subject to adjustment under Section 13 of the
Plan, the following special limits shall apply to Shares available
for Awards under the Plan:
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(i) the maximum
number of Shares that may be issued pursuant to Options and
Stock |
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Appreciation Rights granted to any Eligible Individual in any
calendar year shall equal three million (3,000,000) Shares;
and |
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(ii) the
maximum amount of Awards (other than those Awards set forth in
Section 5(c)(i)) that may be awarded to any Eligible Individual in
any calendar year is ten million dollars ($10,000,000) measured as
of the date of grant (with respect to Awards denominated in cash)
or four-hundred thousand (400,000) Shares measured as of the date
of grant (with respect to Awards denominated in
Shares). |
(d) Any Shares
underlying Substitute Awards shall not be counted against the
number of Shares remaining for issuance and shall not be subject to
Section 5(c).
6. Awards in General
(a) Types of
Awards . Awards under the Plan may consist of Options,
Restricted Stock, Restricted Stock Units, Stock Appreciation
Rights, Performance Stock, Performance Units and Other Awards. Any
Award described in Sections 7 through 11 of the Plan may be granted
singly or in combination or tandem with any other Award, as the
Committee may determine. Awards under the Plan may be made in
combination with, in replacement of, or as alternatives to awards
or rights under any other compensation or benefit plan of the
Company, including the plan of any acquired entity.
(b) Terms
Set Forth in Award Document . The terms and conditions of each
Award shall be set forth in an Award Document in a form approved by
the Committee for such Award, which Award Document shall contain
terms and conditions not inconsistent with the Plan.
Notwithstanding the foregoing, and subject to applicable laws, the
Committee may accelerate (i) the vesting or payment of any Award,
(ii) the lapse of restrictions on any Award or (iii) the date on
which any Awa
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