-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WsbO5WGxHs0lJBNF2mh1mJQFPzvzQidgCeT3Bho1gxXOJ+9sV/x1x1TbovNxBB80 n2uOPLctxnuo/oOJ/pTzAg== 0000891092-10-000462.txt : 20100208 0000891092-10-000462.hdr.sgml : 20100208 20100208061316 ACCESSION NUMBER: 0000891092-10-000462 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20100208 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100208 DATE AS OF CHANGE: 20100208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIT GROUP INC CENTRAL INDEX KEY: 0001171825 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE LESSORS [6172] IRS NUMBER: 651051192 STATE OF INCORPORATION: DE FISCAL YEAR END: 0812 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31369 FILM NUMBER: 10578797 BUSINESS ADDRESS: STREET 1: 1 CIT DRIVE CITY: LIVINGSTON STATE: NJ ZIP: 07039 BUSINESS PHONE: 9737405000 MAIL ADDRESS: STREET 1: 1 CIT DRIVE CITY: LIVINGSTON STATE: NJ ZIP: 07039 FORMER COMPANY: FORMER CONFORMED NAME: CIT GROUP INC DEL DATE OF NAME CHANGE: 20020422 8-K 1 e37718_8k.htm CURRENT REPORT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 8, 2010 (February 5, 2010)

CIT GROUP INC.
(Exact name of registrant as specified in its charter)


Delaware	001-31369	65-1051192
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)
	505 Fifth Avenue
	New York, New York 10017
	(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 771-0505

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

\|_\|	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
\|_\|	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
\|_\|	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
\|_\|	Pre-commencement communications pursuant to Rule 13e-4I under the Exchange Act (17 CFR 240.13e-4I)

Section 5 – Corporate Governance and Management


Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 7, 2010, CIT Group Inc. (“CIT”) issued a press release announcing the appointment of John A. Thain as Chairman and Chief Executive Officer of CIT, effective February 8, 2010. Exhibit 99.1 hereto contains a copy of the press release and is incorporated herein by reference.

Mr. Thain’s employment agreement, effective February 8, 2010, provides that he will serve as our Chairman and Chief Executive Officer, reporting to the Board of Directors of CIT (the “Board”) and that he will be appointed to the Board on the effective date of his employment agreement.

Under his employment agreement, Mr. Thain will receive an initial cash salary at an annual rate of $500,000. Mr. Thain will also receive a stock salary consisting of bi-monthly awards of restricted stock units in CIT (“RSUs”) at an initial rate of $5,500,000 per year, of which $2,500,000 will be subject to a 1-year holding period and the remaining $3,000,000 will be subject to a 3-year holding period. The RSUs will be immediately vested upon grant. Upon expiration of the applicable holding period, the RSUs will be paid in stock. The RSU are subject to early payment in the event of Mr. Thain’s death, disability or a qualifying change in control of CIT.

Under his employment agreement, Mr. Thain may be eligible for additional long-term incentive awards from time to time (the “Incentive Awards”). It is expected that the Board will award Mr. Thain an Incentive Award during 2010 with a targeted amount of up to $1,500,000. All Incentive Awards will be at the discretion of the Board. Incentive Awards will vest on the second anniversary of the date on which they are granted and will be subject to transfer and payout restrictions for an additional year after vesting. Incentive Awards will be subject to repayment to CIT if certain events occur, including if it is determined that Mr. Thain has taken excessive and unnecessary risk.

Mr. Thain’s employment agreement provides for his entitlement to benefits consistent with senior executives of CIT and reimbursement of reasonable business expenses. Mr. Thain also will be provided with a car and driver. After termination of his employment, Mr. Thain may elect to purchase benefits under the CIT retiree health and welfare plans. Mr. Thain also is entitled to be reimbursed up to $35,000 for reasonable attorneys’ fees in connection with negotiation of his employment agreement.

Mr. Thain’s compensation is subject to applicable federal regulations (including TARP and FDIC regulations) that may be issued and in effect from time to time and he may receive compensation from CIT only to the extent that it is consistent with those regulations.

Mr. Thain’s employment agreement also contains certain non-solicitation and non-disparagement obligations. While employed by CIT and then for one year after the date of termination of Mr. Thain’s employment for any reason, Mr. Thain may not, without the written consent of the Board, (i) directly or indirectly attempt to solicit any client to transact business with a competitor of CIT or reduce or refrain from doing any business with CIT, (ii) directly or indirectly attempt to solicit anyone who is then an employee of CIT (or who was such an employee within the prior six months) to resign from CIT or to apply for or accept employment with any competitor of CIT or (iii) directly or indirectly disparage or publicly criticize CIT or any of its affiliates.

In connection with Mr. Thain’s appointment, Peter J. Tobin stepped down as CIT’s Acting Chief Executive Officer, but will remain a member of the Board.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

	10.1	Letter Agreement between CIT Group Inc. and John A. Thain, effective February 8, 2010.
	10.2	Form of CIT Group Inc. Three Year Stock Salary Award Agreement, dated February 8, 2010.
	10.3	Form of CIT Group Inc. One Year Stock Salary Award Agreement, dated February 8, 2010.
	99.1	Press release issued by CIT Group Inc. on February 7, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 7, 2010


CIT GROUP INC.

By:	/s/ Robert J.Ingato

	Name:	Robert J. Ingato
	Title:	Executive Vice President, General Counsel
		and Secretary

EX-10.1 2 e37718ex10_1.htm LETTER AGREEMENT

Exhibit 10.1

Confidential

February 5, 2010

John A. Thain
at the address on file with
CIT Group Inc.

Dear John:

I am pleased to confirm the terms of your employment with CIT Group Inc.

	1.	Effective Date. February 8, 2010.

	2.	Position. On the Effective Date, you will begin to serve as Chairman and Chief Executive Officer of CIT. In this capacity, you will report only and directly to the Board of Directors of CIT and have all of the customary authorities, duties and responsibilities that accompany your position. Additionally, you shall be appointed to the Board on the Effective Date and nominated for re-appointment when your term expires (for so long as you are employed with CIT).

	3.	Cash Salary. Your initial cash salary will be $500,000 per year.

	4.	Stock Salary. In addition to your cash salary, you will receive bi-monthly awards of stock or restricted stock units in CIT. These awards, which we refer to as stock salary, will be at an initial rate of $5,500,000 per year, of which $2,500,000 of your annual stock salary will be subject to a 1-year holding period and the remaining $3,000,000 will be subject to 3-year holding period. Your stock salary awards will be subject to additional terms, including the following:

Initially, your stock salary will be in the form of restricted stock units of CIT.
The restricted stock units will be immediately vested upon grant. Restricted stock units in respect of the 1-year holding period awards will be paid on the 1^stanniversary of each grant date, and the restricted stock units in respect of the 3-year holding period awards will be paid on the 3^rdanniversary of each grant date.
The restricted stock units will be paid in stock. The stock you receive will be immediately transferable and tax will be withheld by CIT in kind (unless otherwise directed by you).

The restricted stock units will be paid early in the event of your death or disability or a qualifying change in control of CIT.

		CIT will make these stock awards to you pursuant to a more detailed award agreement, which will govern the awards.

	5.	Annual Incentive Awards. You may be eligible for additional long-term incentive awards from time to time. It is expected that the Board will award you a long-term incentive award during 2010 with a targeted amount of up to $1,500,000. Any such awards will be in the discretion of the Board, subject to the following:

Incentive awards will vest on the 2nd anniversary of the grant date and will be subject to transfer/payout restrictions for an additional 1-year period following vesting.
Stock incentive awards to be subject to clawback, including for unnecessary and excessive risk.

		CIT will make these stock awards to you pursuant to a more detailed award agreement, which will govern the awards.

	6.	Benefits. Subject to applicable law and regulations, you will be entitled to benefits consistent with senior executives of CIT and reimbursement of reasonable business expenses, in each case in accordance with applicable CIT policies as in effect from time to time. CIT will also provide you with a car and driver to facilitate your travel. In addition, after termination of your employment, you will have the option to elect continued medical coverage under CIT’s retiree health and welfare plans, but only to the extent CIT continues to offer such retiree health and welfare benefits, subject to timely payment by you of periodic contributions equal to CIT’s full cost of providing such elected coverage. In connection with your joining CIT, CIT will also promptly pay reasonable legal fees, not to exceed $35,000, incurred in connection with your review of this letter.

	7.	Executive Compensation Standards. Your compensation is subject to applicable federal regulations (including TARP and FDIC regulations) that may be issued and in effect from time to time. You may receive compensation from CIT only to the extent that it is consistent with those regulations.

	8.	Indemnification and Cooperation. During and after your employment, CIT will indemnify you in your capacity as a director, officer, employee or agent of CIT to the fullest extent permitted by applicable law and CIT’s charter and by-laws, and will provide you with director and officer liability insurance coverage (including post-termination/post-director service tail coverage) on the same basis as CIT’s other executive officers. CIT agrees to cause any successor to all or substantially all of the business or assets (or both) of CIT to assume expressly in writing and to agree to perform all of the obligations of CIT in this paragraph.

-2-

		You agree (whether during or after your employment with CIT) to reasonably cooperate with CIT in connection with any litigation or regulatory matter or with any government authority on any matter, in each case, pertaining to CIT and with respect to which you may have relevant knowledge, provided that, in connection with such cooperation, CIT will reimburse your reasonable expenses and you shall not be required to act against your own legal interests.

	9.	Other Activities. During your employment, you may (1) serve on civic or charitable boards, (2) manage personal investments or (3) deliver lectures or fulfill speaking engagements, so long as (A) these activities do not interfere with your performance of your responsibilities and (B) any service on a future civic or charitable board is approved by the Board’s Nominating and Governance Committee. You have advised us of the civic and charitable boards you currently serve on and that service has been approved by the Board.

	10.	Disputes. If there is a dispute between you and CIT about your employment and you substantially prevail on the merits, CIT will reimburse your reasonable costs, including your reasonable legal fees.

	11.	Tax Matters. To the extent any taxable expense reimbursement or in-kind benefits under Sections 6, 8 or 10 is subject to Section 409A of the Internal Revenue Code of 1986, as amended, the amount thereof eligible in one taxable year shall not affect the amount eligible for any other taxable year, in no event shall any expenses be reimbursed after the last day of the taxable year following the taxable year in which you incurred such expenses and in no event shall any right to reimbursement or receipt of in-kind benefits be subject to liquidation or exchange for another benefit. Each payment under this letter will be treated as a separate payment for purposes of Section 409A. To extent that any benefit or payment would be subject to the additional tax of Section 409A if paid or provided during the six months beginning on the date of termination of your employment, it will be paid or provided on the six-month anniversary of that date (or earlier, if permitted by Section 409A).

	12.	Non-Solicit and Non-Disparagement. You agree to the restrictions set forth in Annex A.

We look forward to your leadership.

-3-


		Sincerely,

		CIT GROUP INC.

	By:	/s/ Robert J. Ingato

		Robert J. Ingato
		Executive Vice President, General Counsel
		& Secretary

I agree with and accept the foregoing terms.

/s/ John A. Thain

John A. Thain

-4-

Annex A

Non-Solicit and Non-Disparagement

You agree that:

	A.	During the time that you are employed by CIT and then for one year after the date of termination of your employment for any reason, you will not, without the written consent of the Board, directly or indirectly attempt to Solicit any Client to transact business with a Competitive Enterprise or to reduce or refrain from doing any business with the CIT Group.

	B.	During the time that you are employed by CIT and then for one year after the date of termination of your employment for any reason, you will not, without the written consent of the Board, directly or indirectly attempt to Solicit anyone who is then an employee of the CIT Group (or who was such an employee within the prior six months) to resign from the CIT Group or to apply for or accept employment with any Competitive Enterprise.

	C.	During the time that you are employed by CIT and then for one year after the date of termination of your employment for any reason, you will not, without the written consent of the Board, directly or indirectly disparage or publicly criticize CIT or any of its affiliates.

CIT agrees that for a one year period following termination of your employment from CIT for any reason, it will not, without your prior written consent, disparage or publicly criticize you. Solely for purposes of the immediately preceding sentence, “CIT” shall be deemed to refer only to CIT’s officers (as defined under Rule 16a-1(f) of the Securities Exchange Act of 1934).

In connection with the preceding, the following terms have the meaning indicated:

     “CIT Group” means CIT and its affiliates.

     “Client” means any client of the CIT Group whose identity became actually known to you in connection with your relationship with or employment by the CIT Group.

     “Competitive Enterprise” means any business enterprise that either (1) engages in any activity that competes anywhere with any activity that the CIT Group is then engaged in or (2) holds a 5% or greater equity, voting or profit participation interest in any enterprise that engages in such a competitive activity.

     “Solicit” means any direct or indirect communication of any kind that in any way invites, advises, encourages or requests any person to take or refrain from taking any action.

You acknowledge that the provisions above are reasonable and necessary for the protection of CIT and its respective affiliates and that the provisions above shall survive the termination of your employment with CIT. In addition, you further acknowledge that CIT and its respective affiliates will be irrevocably damaged if such covenants are not specifically enforced. Accordingly, you agree that, in addition to any other relief to which CIT may be entitled, CIT will be entitled to seek and obtain injunctive relief (without the

A-1

requirement of any bond) from a court of competent jurisdiction for the purposes of restraining you from an actual or threatened breach of such covenants.

Notwithstanding the preceding, your obligations under this Annex are conditioned on CIT’s obligations under Sections 3 and 4 of the letter agreement not being limited in any material respect by Section 7 of the letter agreement.

A-2

EX-10.2 3 e37718ex10_2.htm THREE YEAR SALARY AWARD AGREEMENT

Exhibit 10.2

Confidential

CIT GROUP INC.
LONG-TERM INCENTIVE PLAN

2010 Annual Stock Salary Award Agreement

“Participant”: John A. Thain

CIT Group Inc., a Delaware corporation (“CIT” or the “Company”) is awarding the above-named Participant a regular, periodic grant of Restricted Stock Units (your “Annual Stock Salary”) pursuant to this Award Agreement and the Company’s Amended and Restated Long Term Incentive Plan (the “Plan”). Effective February 8, 2010, the Participant’s Annual Stock Salary pursuant to this Award Agreement will equal $3,000,000. References to “you” or “your” contained in this Award Agreement shall refer to the Participant. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein.

1. Annual Stock Salary.

(a) Beginning on the date of this Award Agreement, your Annual Stock Salary will accrue and be earned equally over the course of the year, subject to your continued employment with the Company. Your Annual Stock Salary may be changed from time to time by the Compensation Committee (the “Committee”) of the Board.

(b) On each date that your base salary with the Company is payable in accordance with the Company’s payroll practices as then in effect (each such date, a “Grant Date”) you will be issued Restricted Stock Units equal to (1) the amount of your Annual Stock Salary earned over the relevant payroll period, net of any applicable FICA withholding pursuant to Section 5(a), divided by (2) the closing price of a Share on the New York Stock Exchange (or such other national securities exchange on which the Common Stock is listed or traded as of the Grant Date) on that date (or, if such exchange is closed on the Grant Date, on the last preceding date on which the Common Stock was traded on such exchange) (the “Fair Market Value”). In the event that Common Stock ceases to be listed or traded in the regular way on the New York Stock Exchange or another national stock exchange, the value of a Share shall be determined by a methodology approved by the Committee.

2. Vesting; Settlement; Restrictions.

(a) Each Restricted Stock Unit constitutes an unfunded and unsecured promise to pay the Fair Market Value of one Share on the applicable Redemption Date. Restricted Stock Units will be payable in Shares and, as a holder of Restricted Stock Units, you will have only the rights of a general unsecured creditor and no rights as a shareholder of CIT.

(b) Restricted Stock Units granted pursuant to the Award Agreement shall be immediately vested on the applicable Grant Date.

(c) Restricted Stock Units issued in respect of a Grant Date will become payable on the third anniversary of the Grant Date (the “Redemption Date”). The Shares received in settlement of your Restricted Stock Units will be immediately transferable and tax will be withheld by the Company in kind (unless otherwise directed by the Participant). In addition, subject to Section 9, CIT will pay you dividend equivalents (in the form distributed to shareholders) on the Redemption Date of any dividend or distribution in respect of each underlying share of Common Stock declared on or after the close of business on the Grant Date and before the Redemption Date less (to the extent necessary to avoid a duplicate payment to you) the amount of any actual dividends received after the Redemption Date in respect of any such declaration, net of any applicable tax withholding pursuant to Section 5(a). Payments of amounts owed under this Section 2(c) will be made on the next immediately following payroll date that is at least one week after the applicable Redemption Date, but no later than the later of December 31 of the year in which such Redemption Date occurs or 45 days following such Redemption Date.

(d) Notwithstanding anything set forth herein, all Restricted Stock Units shall immediately be paid out (net of any applicable tax withholdings and deductions) in the event of your death, disability (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended) or a Change of Control.

3. Termination. Your rights in respect of future grants under this Award Agreement shall immediately terminate if at any time your employment with the Company terminates for any reason, except that you shall be entitled to receive a final grant of Restricted Stock Units determined in accordance with Section 1 for any portion of your Annual Stock Salary that you had accrued through the date of your termination of employment but had not yet been granted.

4. Nonassignability; No Hedging. No Award (or any rights and obligations under this Award Agreement) may be sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed of or hedged in any manner (including through the use of any cash-settled instrument), whether voluntarily or involuntarily and whether by operation of law or otherwise, other than by will or by the laws of descent and distribution. Any sale, exchange, transfer, assignment, pledge, hypothecation or other disposition in violation of this Section 4 will be null and void and any Award which is hedged in any manner will immediately be forfeited. All of the terms and conditions of this Award Agreement will be binding upon any permitted successors and assigns.

5. Withholding.

(a) The Company will satisfy applicable tax withholdings and make applicable deductions in respect of Annual Stock Salary earned by you over a payroll period and issue Restricted Stock Units pursuant to Section 1(b) in respect of the remainder. On each Redemption Date, the Company will satisfy any additional tax withholdings and make applicable deductions in respect of the amount to be paid to you and make payment to you pursuant to Section 2(c) in respect of the remainder. In the alternative, in each case, you may remit cash to the Company (through payroll deduction or otherwise), in an amount sufficient in the opinion of the Company to satisfy such withholding obligation.

-2-

(b) In all cases, you shall be solely responsible for any applicable taxes (including, without limitation, income and excise taxes) and penalties, and any interest that accrues thereon, that may be incurred in connection with the Award and/or settlement of the Restricted Stock Units.

6. No Rights to Continued Employment. Nothing in this Award Agreement shall be construed as giving you any right to continued employment by the Company or affect any right that the Company may have to terminate or alter the terms and conditions of your employment with CIT.

7. No Increase in Severance. Neither your Annual Stock Salary nor amounts you receive pursuant to this Award Agreement will increase the amounts payable to you pursuant to the Company’s severance plans, retirement plans, compensation plans, programs and arrangements.

8. Offset. The Company has the right to offset against its obligation to deliver Shares under this Award Agreement any outstanding amounts (including, without limitation, travel and entertainment or advance account balances, loans, repayment obligations under any awards, or amounts repayable to the Company pursuant to tax equalization, housing, automobile or other employee programs) that you then owe to the Company.

9. Adjustment. The Committee shall adjust equitably the terms of this Award to preserve the benefits or potential benefits intended to be made available to you for any increase or decrease in the number of issued Shares resulting from a recapitalization, spin-off, split-off, stock split, stock dividend, combination or exchange of Shares, merger, consolidation, rights offering, separation, reorganization or liquidation, or any other change in the corporate structure or shares of CIT. Notwithstanding the foregoing, the Committee may, in its sole discretion, decline to adjust the terms of this Award if it determines that such adjustment would violate applicable law or result in adverse tax consequences to you or to CIT.

10. Section 409A.

(a) Restricted Stock Units awarded under this Award Agreement are intended to be “deferred compensation” subject to Section 409A of the Internal Revenue Code of 1986, as amended, and this Award Agreement is intended to, and shall be interpreted, administered and construed to, comply with Section 409A with respect to the Restricted Stock Units. The Committee shall have full authority to give effect to the intent of this Section 10(a).

(b) Each payment under the Restricted Stock Units shall be treated as a separate payment for purposes of Section 409A.

11. Amendment; Committee Discretion. The Committee may at any time amend the terms and conditions set forth in this Award Agreement; provided that, notwithstanding the foregoing, no such amendment shall materially adversely affect your rights and obligations under this Award Agreement without your prior written consent (or the consent of your estate, if such consent is obtained after your death) with respect to amounts that you have already earned and accrued. The Committee shall have full discretion with respect to the interpretation of this Award

-3-

Agreement and any actions to be taken or determinations to be made in connection with this Award Agreement, and its interpretations, actions and determinations shall be final, binding and conclusive.

12. Compliance with Law. This Award Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required, or the Committee determines are advisable. You agree to take all steps the Company determines are necessary to comply with all applicable provisions of federal and state securities law in exercising his rights under this Award Agreement.

13. Successors. All obligations of the Company under the Plan and this Award Agreement, with respect to the Annual Stock Salary and the Restricted Stock Units, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

14. Governing Law. TO THE EXTENT NOT PREEMPTED BY FEDERAL LAW, THIS AWARD AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE.

15. Refusal of Award. If you desire to refuse the Annual Stock Salary or Restricted Stock Units granted pursuant to this Award Agreement, you must notify the Company in writing. Such notification should be sent to CIT Group Inc., Human Resources Department, 1 CIT Drive, Livingston, New Jersey 07039, no later than thirty (30) days after receipt of this Award Agreement.

IN WITNESS WHEREOF, the Company has caused this Award Agreement to be duly executed and delivered as of February 8, 2010.


CIT GROUP INC.

By:

	Name:	James J. Duffy
	Title:	Executive Vice President and
		Global Head of Human Resources

By:

	John A. Thain

-4-

EX-10.3 4 e37718ex10_3.htm ONE YEAR SALARY AWARD AGREEMENT

Exhibit 10.3

Confidential

CIT GROUP INC.
LONG-TERM INCENTIVE PLAN

2010 Annual Stock Salary Award Agreement

“Participant”: John A. Thain

CIT Group Inc., a Delaware corporation (“CIT” or the “Company”) is awarding the above-named Participant a regular, periodic grant of Restricted Stock Units (your “Annual Stock Salary”) pursuant to this Award Agreement and the Company’s Amended and Restated Long Term Incentive Plan (the “Plan”). Effective February 8, 2010, the Participant’s Annual Stock Salary pursuant to this Award Agreement will equal $2,500,000. References to “you” or “your” contained in this Award Agreement shall refer to the Participant. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein.

1. Annual Stock Salary.

2. Vesting; Settlement; Restrictions.

(b) Restricted Stock Units granted pursuant to the Award Agreement shall be immediately vested on the applicable Grant Date.

(c) Restricted Stock Units issued in respect of a Grant Date will become payable on the first anniversary of the Grant Date (the “Redemption Date”). The Shares received in settlement of your Restricted Stock Units will be immediately transferable and tax will be withheld by the Company in kind (unless otherwise directed by the Participant). In addition, subject to Section 9, CIT will pay you dividend equivalents (in the form distributed to shareholders) on the Redemption Date of any dividend or distribution in respect of each underlying share of Common Stock declared on or after the close of business on the Grant Date and before the Redemption Date less (to the extent necessary to avoid a duplicate payment to you) the amount of any actual dividends received after the Redemption Date in respect of any such declaration, net of any applicable tax withholding pursuant to Section 5(a). Payments of amounts owed under this Section 2(c) will be made on the next immediately following payroll date that is at least one week after the applicable Redemption Date, but no later than the later of December 31 of the year in which such Redemption Date occurs or 45 days following such Redemption Date.

5. Withholding.

-2-

10. Section 409A.

(b) Each payment under the Restricted Stock Units shall be treated as a separate payment for purposes of Section 409A.

-3-

Agreement and any actions to be taken or determinations to be made in connection with this Award Agreement, and its interpretations, actions and determinations shall be final, binding and conclusive.

14. Governing Law. TO THE EXTENT NOT PREEMPTED BY FEDERAL LAW, THIS AWARD AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE.

IN WITNESS WHEREOF, the Company has caused this Award Agreement to be duly executed and delivered as of February 8, 2010.


CIT GROUP INC.

By:

	Name:	James J. Duffy
	Title:	Executive Vice President and
		Global Head of Human Resources

By:

	John A. Thain

-4-

EX-99.1 5 e37718ex99_1.htm PRESS RELEASE exhibit99_1.htm - Generated by SEC Publisher for SEC Filing

Exhibit 99.1

FOR IMMEDIATE RELEASE

CIT BOARD OF DIRECTORS ELECTS JOHN A. THAIN
CHAIRMAN AND CHIEF EXECUTIVE OFFICER

NEW YORK – February 7, 2010 – CIT Group Inc. (NYSE: CIT), a leading provider of financing to small businesses and middle market companies, today announced that its Board of Directors has elected John A. Thain Chairman and Chief Executive Officer effective immediately. The Board has tasked Thain (54) to continue CIT’s transition to a more streamlined commercial lender focused on serving the small business and middle market sectors and optimizing the Company’s business model.

Thain replaces Peter J. Tobin, who has been acting as interim Chief Executive Officer. Tobin will remain a Director of CIT.

Vice Admiral John Ryan, Lead Director, speaking on behalf of the Board of Directors, said, “John is a well respected financial services executive and proven leader who is uniquely qualified to lead CIT at this critical stage. CIT and its customers will benefit enormously from his breadth of experience, industry acumen and deep knowledge of the financial services sector. We have the utmost confidence in John and are pleased to welcome him to CIT.”

Speaking about his appointment, Thain commented, “I am pleased to have the opportunity to lead the newly reorganized CIT. The Company’s numerous market-leading positions are evidence of the resiliency of the franchise and its unwavering commitment to its customers.”

Thain continued, “Much has been accomplished in recent months to position CIT for renewed success. We will build upon this progress and work even harder to support

small and mid-market businesses. CIT can and will serve an important role in the recovery of the U.S. economy and the creation of jobs.”

Thain previously served as Chairman and Chief Executive Officer of Merrill Lynch until its sale to Bank of America. Prior to that, Thain held the position of Chief Executive Officer of the New York Stock Exchange, where he presided over the exchange’s global transformation into a publicly-traded entity. Thain spent the majority of his career at Goldman Sachs Group, where he rose to President and Chief Operating Officer.

Thain received a Bachelor of Science degree from Massachusetts Institute of Technology, and an M.B.A. from Harvard University.

About CIT

CIT (NYSE: CIT) is a bank holding company with more than $60 billion in finance and leasing assets that provides financial products and advisory services to small and middle market businesses. Operating in more than 50 countries across 30 industries, CIT provides an unparalleled combination of relationship, intellectual and financial capital to its customers worldwide. CIT maintains leadership positions in small business and middle market lending, retail finance, aerospace, equipment and rail leasing, and vendor finance. Founded in 1908 and headquartered in New York City, CIT is a member of the Fortune 500. www.cit.com

###

CIT MEDIA RELATIONS:
C. Curtis Ritter
Vice President
Director of External Communications & Media Relations
(212) 461-7711
Curt.Ritter@cit.com

CIT INVESTOR RELATIONS:
Ken Brause
Executive Vice President
1-866-54CITIR (542-4847)
investor.relations@cit.com

GRAPHIC 6 image001.jpg GRAPHIC begin 644 image001.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``H'!P@'!@H("`@+"@H+#A@0#@T- M#AT5%A$8(Q\E)"(?(B$F*S7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#V:N8\1^.M M-T%VMD!N[P=8D.`A_P!H]OIUJOX^\4OHEDME9OMO;D'YAUB3U^IZ#\:\C)+, M68DDG))ZFO0PN$51<\]CS<7C'3?)#12QS1++$ZNCC*LIR"/:OG:NS^'_BJ33;]-*NY";.X;;&6/\`JG/3 M\#7%B,&KB?3W]Z\L]OA\/2G24I+ M4\3$XJM"JXQ>AZ!_PMBZ_P"@3%_W^/\`A1_PMBZ_Z!,7_?X_X5Y_16_U2C_* M<_UVO_-^1Z!_PMBZ_P"@3%_W^/\`A1_PMBZ_Z!,7_?X_X5Y_11]4H_RA]=K_ M`,WY&EXAU*35==N[MW+*966//9`3@?E6;3Y8VAFDB?AD8JWU!Q3*WBDDDCGD MW*3;/2_"/P_LGT^+4-8C,TDRAT@)(5%/3..IK:U3X?Z#?VS)!:BSFQ\DL/&# M[CH:V]*NX;[2K6ZMV!CDB4C';CI^'2KE>#/$5>=NY]'3P]%4U&R9YE_PJ>[_ M`.@M#_WZ/^-`^%%X#D:O"".A\H_XUZ;15_7*WQ2&.6X$@4,1P2!CC-6/^%LV_\`T")?^_P_PKB?%'_(TZG_`-?3_P`ZRJ]& M.$HRBFT>7/&UXR:3/0Y[1OB;(+VW8:>+(>45D'F;L\YXQ5+4_AKZ_Z"T/_?D_XUV_AC_D5],_Z]4_D*U:\2>+K*329[\,%0<4VCQWQ_H+:1KK M7,8)M[TM(IQP'S\R_KG\:Y6O?-;T:UU[39+&[7Y6Y1QU1NQ%>,Z]X;U'P]52T) M_MMW_P`_4_\`W];_`!JSIRZCJFHP6-O-QZGKT`YJK:6ES?W*VUI M`\TSGA$&37K?@OP74\NU MZW6TUZ^MD)*Q3,@).2<'%9]:OB?_`)&C4_\`KZ?^=95;P^%'/45IL].^%'_( M.U'_`*[+_P"@UT_BO_D5=3_Z]G_E7,?"C_D':C_UV7_T&NG\5_\`(JZG_P!> MS_RKQ:W^\_-'NT/]T^3/"J***]P^?/=_#'_(KZ9_UZI_(5JUS6GW=Q;>$=+^ MS*6,VV[L]U))61AW/@WP]=W,MS<::CRRL7=B[C)/4]:B_X07PS_ M`-`I/^_C_P"-%%7[6HOM/[S-T:;^RON-+2]%T[18Y(].M5@60AG`8G)_$U8O M;:&\LIK:X3?%*A5UR1D'Z445/,V[MZEJ*4;):'.?\(/X;_Z!B_\`?U_\:/\` MA!_#?_0,7_OZ_P#C116WM:G\S^\P]C3_`)5]QT,%E;16,-JD0$,2A47)^4`< 58/6IXXTB0(BA5'8445@VV="21__9 ` end -----END PRIVACY-ENHANCED MESSAGE-----