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Exhibit 10.25
Executives with Employment Agreements
CIT Group Inc.
Long-Term Incentive Plan
Restricted Stock 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 Stock Units (“ RSUs
”) 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 RSUs . The
Company hereby grants to the Participant [NUMBER] RSUs,
subject to the terms and conditions of the Plan and this Award
Agreement. Each RSU represents the unsecured right to receive one
Share in the future. The Participant shall not be required to pay
any additional consideration for the issuance of the Shares upon
settlement of the RSUs. |
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(B) |
Vesting and Settlement of
RSUs . |
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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 RSUs shall vest in full on December 31, 2010 (the “
Vesting Date ”). |
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(2) |
Each vested RSU shall be settled through the
delivery of one Share within thirty (30) days following the Vesting
Date (the “ Settlement Date ”). |
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(3) |
The Shares delivered to the Participant on the
Settlement Date (or such earlier date determined in accordance with
Section C) shall not be subject to transfer restrictions and shall
be fully paid, non- assessable and registered in the
Participant’s name. |
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(4) |
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
dividend equivalents in an amount, without interest, equal to the
cumulative dividends |
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declared or paid on a Share, if any, during such
period multiplied by the number of RSUs. The dividend equivalents
shall be paid in cash or Shares, as applicable, on the Settlement
Date. 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 all
accrued and unpaid dividend equivalents at the time the RSUs 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 dividend equivalents shall be forfeited. |
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(5) |
In the sole discretion of the Committee, in lieu
of the delivery of Shares, the RSUs, and any dividend equivalents
payable in Shares, may be settled through a payment in cash equal
to the Fair Market Value of the applicable number of Shares,
determined on the Vesting Date or, in the case of settlement in
accordance with Sections C(1), C(2) or D, as applicable, the date
of the Participant’s Separation from Service or the effective
date of the Change in Control. Settlement under this Section B(5)
shall be made at the time specified under Sections B(2) or (4),
C(1) or (2), or D, as applicable. |
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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, 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
RSUs shall vest immediately and shall settle through the delivery
of one Share 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 (as defined below), (b) resignation for “
Good Reason ” or (c) termination without
“ Cause ” (each as defined in the
applicable employment agreement |
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between the Participant and the Company (the
“ Employment Agreement ” ),
as amended from time to time), a prorated portion of the RSUs 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. |
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(3) |
If, prior to the 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 RSUs 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 RSUs
including, without limitation, dividend equivalents pursuant to
Section B(4). |
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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 RSUs shall vest and settle
immediately upon the effective date of the Change of Control. |
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| (E) |
Transferability . RSUs
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 conditions with respect to the RSUs
depending on the country in which the Participant is employed. This
Award Agreement should be read in conjunction with the
International Supplement, if applicable, in order for the
Participant to understand all of the terms and conditions
applicable to the RSUs. In the event of any conflict or
inconsistency between |
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the International Supplement and this Award
Agreement, the International Supplement shall govern and this Award
Agreement shall be interpreted to minimize or eliminate any such
conflict or inconsistency. The Plan, this Award Agreement and the
International Supplement are collectively referred to as the
“ Plan Documents .” |
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(2) |
The Plan provides a complete description of the
terms and conditions governing all Awards granted thereunder and is
incorporated into this Award Agreement by reference. Both this
Award Agreement and the International Supplement, if applicable, as
well as the rights of the Participant hereunder are subject to the
terms and conditions of the Plan, as amended from time to time, and
to such rules and regulations as the Committee may adopt under the
Plan. If there is any inconsistency between the terms of either
this Award Agreement or the International Supplement and the terms
of the Plan, the Plan’s terms shall supersede and replace the
conflicting terms of this Award Agreement or the International
Supplement, as applicable. |
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| (G) |
Data Protection
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(1) |
In order to facilitate the administration of the
Plan as well as all of the rights attached to the RSUs, the
Participant acknowledges that his or her employer may need to
collect personal information and the Participant agrees to provide
such personal information on request. The Participant’s
employer may also need to process such personal information and
from time to time, make it available to the Company, its
Subsidiaries or third parties on their behalf for processing
including, without limitation, the Company’s banking,
accounting, legal, human resources, compensation and/or technical
advisors, some of which are situated outside of the
Participant’s country (including companies and/or third
parties which are situated in countries outside of the European
Economic Area which may not have data privacy laws which are viewed
as adequate within the meaning of the EU Directive 95/46). For this
purpose, by accepting the RSUs, the Participant agrees to such
processing, release and transfer of the Participant’s
personal information. The personal information will remain strictly
confidential, will be used only for the administration of Awards
granted under the Plan, and will only be kept on file for the
duration of the Plan. The Participant has a right to access,
correct and update the Participant’s personal information at
any time by contacting his or her employer. |
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| (H) |
No Entitlements |
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(1) |
The RSUs are discretionary awards. The Plan
Documents do not confer on the Participant any right or entitlement
to receive compensation or bonus in any specific amount for any
future fiscal year (including, without limitation, any grants of
future Awards under the Plan) and do not impact in any way the
Company Group’s determination of the amount, if any, of the
Participant’s compensation or bonus. The RSUs do not
constitute salary, wages, regular compensation, recurrent
compensation or contractual compensation for the year of grant or
any later year and shall not be included in, nor have any effect
on, the determination of employment-related rights or benefits
under law or any employee benefit plan or similar arrangement
provided by the Company Group (including, without limitation,
severance, termination of employment and pension benefits), unless
otherwise specifically provided for under the terms of such plan or
arrangement or by the Company Group. The benefits provided pursuant
to the RSUs are in no way secured, guaranteed or warranted by
Company Group. |
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(2) |
The RSUs are awarded to the Participant by virtue
of the Participant’s employment with, and services performed
for, the Company Group. The Plan Documents do not constitute an
employment agreement. Nothing in the Plan Documents shall modify
the terms of the Participant’s employment, including, without
limitation, the Participant’s status as an “at
will” employee of the Company Group, if applicable. |
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(3) |
Subject to the terms of the Employment Agreement,
the Company reserves the right to change the terms and conditions
of the Participant’s employment, including the division,
subsidiary or department in which the Participant is employed. None
of the Plan Documents, the grant of RSUs, nor any action taken or
omitted to be taken under the Plan Documents shall be deemed to
create or confer on the Participant any right to be retained in the
employ of the Company Group, or to interfere with or to limit in
any way the right of the Company Group to terminate the
Participant’s employment at any time. Moreover, the
Separation from Service provisions set forth in Section C only
apply to the treatment of the RSUs in the specified circumstances
and shall not otherwise affect the Participant’s employment
relationship. By accepting this Award Agreement, the Participant
waives any and all rights to compensation or damages in consequence
of the termination of the Participant’s office or employment
for any reason whatsoever insofar as those rights arise or may
arise from the Participant’s ceasing to have rights under, or
be entitled to receive payment in respect of, the RSUs as a result
of such termination, or from the loss or diminution in value of
such rights or entitlements. This |
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waiver applies whether or not such termination amounts to a
wrongful discharge or unfair dismissal. |
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| (I) |
Miscellaneous |
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(1) |
It is expressly understood that the Committee is authorized to
administer, construe, and make all determinations necessary or
appropriate to the administration of the Plan and this Award
Agreement, all of which shall be binding upon the Participant. |
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(2) |
The Board may at any time, or from time to time, terminate,
amend, modify or suspend the Plan, and the Board or the Committee
may amend or modify this Award Agreement at any time;
provided , however , that no termination, amendment,
modification or suspension shall materially and adversely alter or
impair the rights of the Participant under this Award Agreement,
without the Participant’s written consent. |
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(3) |
If any provision of the Plan Documents would, in the reasonable
good faith judgment of the Committee, result or likely result in
the imposition on the Participant, a beneficiary or any other
person of a penalty tax under Section 409A of the Code and the
regulations and guidance promulgated thereunder (“
Section 409A ”), the Committee may modify the
terms of the Plan Documents, without the consent of the
Participant, beneficiary or such other person, in the manner that
the Committee may reasonably and in good faith determine to be
necessary or advisable to avoid the imposition of such penalty tax.
Notwithstanding anything to the contrary in the Plan Documents, to
the extent that the Participant is a “ Specified
Employee ” (within the meaning of the
Committee’s established methodology for determining “
Specified Employees ” for purposes of Section
409A), no payment or distribution of any amounts with respect to
the RSUs that are subject to Section 409A may be made before the
first business day following the six (6) month anniversary from the
Participant’s Separation from Service from the Company Group
or, if earlier, the date of the Participant’s death. |
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(4) |
Delivery of the Shares underlying the RSUs or payment in cash,
as applicable, upon settlement is subjec |
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