CIT Group Inc. Long-Term Incentive Plan Performance-Accelerated Restricted Shares Award AgreementExecutive Compensation Plan Agreement |
|
|
You are currently viewing: This Executive Compensation Plan Agreement involves
CIT GROUP INC. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search Executive Compensation Plan Agreement by:
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:
| (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. | ||
| (B) | Vesting of Restricted Shares. | ||
| (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. | ||
| (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”). | ||
| (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. | ||
| (C) | Termination of Employment. | ||
| (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. | ||
| (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. | ||
| (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 | ||
| 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. | ||
| (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. | |
| (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. |
| (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. |
| (F) | |
