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Exhibit 10.26
Employment Contracts/Executive
Severance Plan Participants
CIT Group Inc.
Long-Term Incentive Plan
Performance-Accelerated Restricted Shares
Award Agreement
“Participant”
:
“Date of Award” :
[____________], 2008
This Award Agreement,
effective as of the Date of Award set forth above, sets forth the
grant of shares of Restricted Common Stock (“
Restricted Shares ”) by CIT Group Inc., a
Delaware corporation (the “ Company ”),
to the Participant named above, pursuant to the provisions of the
CIT Group Inc. Long-Term Incentive Plan, as amended (the “
Plan ”). All capitalized terms shall have the
meanings ascribed to them in the Plan, unless specifically set
forth otherwise herein.
The parties hereto
agree as follows:
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(A) |
Grant of Restricted
Shares . The Company hereby grants to the Participant
[______ ] Restricted Shares, subject to the terms and conditions of
the Plan and this Award Agreement, including the transfer
restrictions set forth in Section E and the cancellation provisions
set forth in Section C. |
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(B) |
Vesting of Restricted
Shares. |
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(1) |
Within 90 days after the commencement of each of
the Company’s 2009 and 2010 fiscal years, the Committee shall
establish one or more Performance Targets, which may include,
without limitation, growth in earnings per share, growth in net
assets, and/or average return on equity, in each case, for the
relevant fiscal year. Subject to the Participant’s continued
employment with the Company and its Subsidiaries (the “
Company Group ”), the Restricted Shares shall
vest on December 31, 2010, as follows: (a) 50% of the Restricted
Shares shall vest if the Performance Target(s) are achieved for the
2009 fiscal year; and (b) the remaining 50% of the Restricted
Shares shall vest if the Performance Target(s) are achieved for the
2010 fiscal year. |
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(2) |
Except as otherwise provided in Section B(1),
subject to the Participant’s continued employment with the
Company Group, 100% of the Restricted Shares shall vest on December
31, 2012 (the “ Scheduled Vesting Date
”). |
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(3) |
Upon vesting, the Restricted Shares shall no longer
be subject to the transfer restrictions pursuant to Section E or
cancellation pursuant to Section C. |
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| (C) |
Termination of Employment . |
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(1) |
If, after the Date of Award and prior to the
Scheduled Vesting Date, the Participant’s employment with the
Company Group terminates due to the Participant’s death or
Disability (as defined below), then, to the extent not already
vested in accordance with Section B(1), all of the Restricted
Shares shall vest immediately. “ 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. |
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(2) |
If, (a) on or after December 31,
2010 and prior to the Scheduled Vesting Date, the
Participant’s employment with the Company Group is terminated
by the Participant due to Retirement (as defined below), or (b)
after the Date of the Award and prior to December 31, 2010, the
Participant’s employment is so terminated with the consent of
the Committee, then, to the extent not already vested in accordance
with Section B(1), a prorated number of the Restricted Shares shall
vest immediately, in proportion to the number of completed years
during the period commencing on January 1, 2008, and ending on the
date of such termination, divided by five. “
Retirement ” is defined as 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 meaning as defined in
the Retirement Plan. |
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(3) |
If, after the Date of Award and prior to the
Scheduled Vesting Date, the Participant’s employment with the
Company Group is terminated (a) by the Company Group in a RIF
Termination (as |
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defined below), or (b) by the Participant for
“ Good Reason ” or by the Company Group
without “ Cause ” (each as defined in the
applicable employment agreement between the Participant and the
Company (the “ Employment Agreement ”),
or, if none, the Company’s Executive Severance Plan, as
amended from time to time (the “ Executive Severance
Plan ”)), then, to the extent not already vested in
accordance with Section B(1), a prorated number of the Restricted
Shares shall vest immediately, in proportion to the number of
months during the period commencing on January 1, 2008, and ending
on the last day of the calendar month in which such termination
occurs, divided by 60. A “ RIF Termination
” shall mean the Participant’s termination of
employment, initiated by the Company, as a result of a reduction in
force, corporate downsizing, change in operations, permanent and
complete facility relocation or closing, or other similar job
elimination. |
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(4) |
If, prior to the Scheduled Vesting Date, the
Participant’s employment with the Company Group terminates
for any reason other than as set forth in Sections C(1), C(2) or
C(3), to the extent not already vested in accordance with Sections
B(1) or (D), the Restricted Shares shall be cancelled immediately
and the Participant shall immediately forfeit any rights to the
Restricted Shares. |
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| (D) |
Change of Control . Notwithstanding
any provision contained in the Plan or this Award Agreement to the
contrary, if, prior to the Scheduled Vesting Date, a Change of
Control occurs, then, to the extent not already vested in
accordance with Sections B(1) or C(1), C(2) or C(3), the Restricted
Shares shall immediately vest upon the effective date of the Change
of Control. |
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| (E) |
Transferability . The Restricted
Shares are not transferable other than by last will and testament,
by the laws of descent and distribution pursuant to a domestic
relations order, or as otherwise permitted under Section 12 of the
Plan. Further, except as set forth in Section 12(b) of the Plan, a
Participant’s rights under the Plan shall be exercisable
during the Participant’s lifetime only by the Participant, or
in the event of the Participant’s legal incapacity, the
Participant’s legal guardian or representative. |
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| (F) |
Rights as a Stockholder . Subject to
the restrictions set forth in the Plan and this Award Agreement,
the Participant shall have, with respect to the Restricted Shares,
all the rights of a stockholder of the Company, including, if
applicable, (1) the right to vote the Restricted Shares, and (2)
if, after th |
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