Exhibit 10.48
The CIT Group Inc. 2016 Omnibus Incentive Plan Restricted Stock Unit Director Award Agreement |
“Participant”: | <<Participant Name>> |
“Date of Award”: | <<Grant Date>> |
“Number of RSUs Granted”: | <<Shares Granted>> |
This Director 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. 2016 Omnibus Incentive Plan (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:
(B) | Vesting and Settlement of RSUs. Subject to Sections (C) and (D) all RSUs shall vest and settle in accordance with the provisions of this Section (B). |
(2) | Each vested RSU shall be settled through the delivery of one Share within forty-five (45) days following the applicable Vesting Date (each a “Settlement Date”) provided that any fractional Share shall vest and be settled on the last Vesting Date and Settlement Date, respectively. Fractional Shares shall be settled through a payment in cash equal to the Fair Market Value of the applicable number of fractional Shares in respect of such RSUs on the applicable Vesting Date or, in the case of settlement in accordance with Sections (C)(1) or (D), as applicable, the date of the Participant’s death, Disability, Approved Departure or the effective date of the Change of Control. |
(3) | Any Shares delivered to the Participant on the applicable Settlement Date (or such earlier date determined in accordance with Sections (C)(1) or (D)) shall not be subject to transfer restrictions and shall be fully paid, non-assessable and registered in the Participant’s name. |
(C) | Termination of Membership on the Board. |
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immediately forfeit any rights to, and shall not be entitled to receive any Shares or cash payments with respect to, the RSUs including, without limitation, dividend equivalents pursuant to Section (B)(4).
(F) | Incorporation of Plan. The Plan provides a complete description of the terms and conditions governing all Awards granted thereunder and is incorporated into this Director Award Agreement by reference. This Director Award Agreement and 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 this Director Award Agreement and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms of this Director Award Agreement. |
(G) | No Rights as a Stockholder. A Participant will have no rights as a stockholder with respect to Shares covered by this Director Award Agreement (including voting rights) until the date the Participant or his nominee becomes the holder of record of such shares on an applicable Settlement Date. |
(H) | Miscellaneous |
(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 Director Award Agreement, all of which shall be binding upon the Participant. |
(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 Director Award Agreement at any time;provided,however, that, except as provided herein, no termination, amendment, modification or suspension shall materially and adversely alter or impair the rights of the Participant under this Director Award Agreement, without the Participant’s written consent. |
(6) | Nothing in the Plan or this Director Award Agreement should be construed as providing the Participant with financial, tax, legal or other advice with respect to the RSUs. The Company recommends that the Participant consult with his or her financial, tax, legal and other advisors to provide advice in connection with the RSUs. |
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(8) | To the extent not preempted by federal law, this Director Award Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware. |
(I) | Acceptance of Award. Acceptance of this Award requires no action on the part of the Participant and the Participant will be deemed to have agreed to all terms and conditions hereof. If the Participant desires to refuse the Award, the Participant 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 Director Award Agreement. |
IN WITNESS WHEREOF, this Director Award Agreement has been executed by the Company by one of its duly authorized officers as of the Date of Award.
CIT Group Inc.
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