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Exhibit 10.24
Executive Severance Plan Participants
CIT Group Inc.
Long-Term Incentive Plan
Restricted Cash Unit 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 Restricted Cash Units (“ RCUs ”)
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 RCUs . The
Company hereby grants to the Participant [NUMBER] RCUs,
subject to the terms and conditions of the Plan and this Award
Agreement. Each RCU represents the unsecured right to receive in
the future a cash payment equal to the Fair Market Value of one
Share determined on the Vesting Date (as defined below) (the
“ Settlement Amount ”). The Participant
shall not be required to pay any additional consideration for the
payment of the Settlement Amount upon settlement of the RCUs. |
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(B) |
Vesting and Settlement of
RCUs . |
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(1) |
Subject to the Participant’s continued
employment with the Company and its Subsidiaries (the “
Company Group ”), one hundred percent (100%) of
the RCUs shall vest in full on December 31, 2010 (the “
Vesting Date ”). |
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(2) |
Each vested RCU shall be settled through a cash
payment equal to the Settlement Amount within thirty (30) days
following the Vesting Date (the “ Settlement
Date ”). If the Participant’s home country is
outside the United States, such cash payment shall be initially
determined in United States Dollars, and then converted to the
Participant’s local currency based on the prevailing exchange
rate in effect on the Vesting Date, in accordance with the
Company’s standard practice. |
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(3) |
If, after the Date of Award and prior to the
Vesting Date, dividends with respect to Shares are declared or paid
by the Company, the Participant shall be entitled to receive a cash
bonus payment (the “ Dividend Bonus
” ) in an amount, without interest, equal to the
cumulative dividends declared or paid on a Share, if any, during
such period multiplied by the number of RCUs. Any portion of the
Dividend Bonus payable pursuant to cumulative dividends declared or
paid as either a whole number or fractional number of Shares (the
“ Stock Dividend ”) shall be converted
into a cash value by multiplying the Stock Dividend by the Fair
Market Value of one Share on the applicable dividend payment date.
The Dividend Bonus shall be paid in cash on the Settlement Date for
the underlying RCUs. If the Participant’s employment with the
Company Group terminates prior to the Settlement Date for any
reason set forth in Sections C(1) or C(2) of this Award Agreement
or if a Change of Control occurs, the Participant shall be entitled
to receive the accrued and unpaid portion of the Dividend Bonus at
the time the RCUs are settled in accordance with Sections C(1),
C(2) or D, as applicable. If the Participant’s employment
terminates prior to the Settlement Date for any reason set forth in
Section C(3), any accrued and unpaid portion of the Dividend Bonus
shall be forfeited. |
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| (C) |
Separation from Service
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(1) |
If, after the Date of Award and prior to the
Settlement Date, (a) the Participant incurs a “
Separation from Service ” (within the meaning
of the Committee’s established methodology for determining
“ Separation from Service ” for purposes
of Section 409A (as defined below)) from the Company Group due to
the Participant’s death or Disability (as defined below), the
RCUs shall vest immediately and shall settle, in accordance with
Section B, within thirty (30) days following the
Participant’s Separation from Service. “
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, after the Date of Award and prior to the
Settlement Date, the Participant incurs a Separation from Service
from the Company Group due to the Participant’s (a)
Retirement, (b) RIF Termination (each, as defined below), (c)
resignation for “ Good Reason ” or (d)
termination without “ Cause ” (each as
defined in the Company’s Executive Severance Plan, as amended
from time to time), a |
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prorated portion of the RCUs 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 36.
“ Retirement ” is defined as either (i) a
Participant’s election to retire upon or after 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. A “ RIF Termination
” shall mean the Participant’s Separation from Service,
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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(3) |
If, prior to a Vesting Date, the
Participant’s employment with the Company Group terminates
for any reason other than as set forth in Sections C(1) or C(2),
the unvested RCUs shall be cancelled immediately and the
Participant shall immediately forfeit any rights to, and shall not
be entitled to receive any payments with respect to, the RCUs
including, without limitation, dividend equivalents pursuant to
Section B(3). |
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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 Settlement Date, a
Change of Control occurs, the RCUs shall vest and settle
immediately upon the effective date of the Change of Control. |
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| (E) |
Transferability . RCUs
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) |
Incorporation of Plan;
International Supplement |
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(1) |
If the Participant is employed outside of the
United States, the Participant will receive an “
International Supplement ” that contains
supplemental terms and condition |
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