As filed with the Securities and Exchange Commission on April 20, 1998
Registration Statement No. 333-
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
THE CIT GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-2994534
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
1211 Avenue of the Americas, New York, New York 10036
(Address of Principal Executive Offices) (Zip Code)
THE CIT GROUP INC. LONG TERM EQUITY COMPENSATION PLAN
(Full title of the plan)
Ernest D. Stein, Esq.
Executive Vice President, General Counsel & Secretary
The CIT Group, Inc.
1211 Avenue of the Americas
New York, New York 10036
(Name and address of agent for service)
(212) 536-1390
(Telephone number, including area code, of agent for service)
Please send copies to:
Andre Weiss, Esq.
Michael R. Littenberg, Esq.
Schulte Roth & Zabel LLP
900 Third Avenue
New York, New York 10022
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Amount maximum maximum Amount of
Title of securities to be offering price aggregate registration
to be registered registered per offering fee
(1) share(2) price(2)
- --------------------------------------------------------------------------------
Class A Common Stock, $27(2)
$.01 par value per --------------
share 12,503,000 $33.28(2) $385,064,612 $113,595.00
================================================================================
<PAGE>
(1) The shares of Class A Common Stock, of The CIT Group, Inc., a Delaware
corporation (the "Company"), being registered include shares of restricted stock
and shares that may be acquired by exercising options issued or issuable to
participants in the Company's Long-Term Equity Compensation Plan (the "Plan").
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended (the
"Securities Act"). Includes (i) 4,943,420 shares which were granted in the form
of restricted stock or in respect of which options already have been granted
that are issuable upon payment of an exercise price of $27.00 per share and (ii)
7,559,580 shares which may be granted in the form of restricted stock, stock
appreciation rights, annual incentive awards, performance shares, or performance
units, or in respect of which options, with exercise prices to be determined,
may be granted, the registration fee for which is based on the average of the
high and low prices ($33 9/32) of the Common Stock as reported on the New York
Stock Exchange Composite Tape on April 13, 1998.
2
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing information specified in Part I of Form S-8 will
be sent or given to employees participating in the Plan as specified by Rule
428(b)(1) of the Securities Act. Those documents and the documents incorporated
by reference into this Registration Statement pursuant to Item 3 of Part II of
this Registration Statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Securities and Exchange Commission (the "SEC") allows the Company to
"incorporate by reference" the information the Company files with the SEC, which
means the Company can disclose important information to investors by referring
investors to those documents. The information incorporated by reference is an
important part of this Registration Statement, and information the Company files
later will automatically update and supersede this information. The following
documents are incorporated by reference:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1997;
2. The Company's Current Reports on Form 8-K dated January 15, 1998 and
January 28, 1998; and
3. The description of the Common Stock contained in registration statement
no. 333-36435, initially filed by the Company with the SEC on September 26, 1997
under the Securities Act, which is incorporated by reference into the
registration statement on Form 8-A, filed by the Company with the SEC on October
29, 1997 pursuant to the Securities Exchange Act of 1934, (the "Exchange Act").
The Company also incorporates by reference in this Registration Statement
all reports and other documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration
Statement and before the Company files a post-effective amendment which
indicates that all securities have been sold or which deregisters all securities
remaining unsold.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the issuance of the Common Stock being registered hereby
is being passed upon by Schulte Roth & Zabel LLP, 900 Third Avenue, New York,
New York 10022, counsel for the Company. Paul N. Roth, a director of the
Company, is a partner of Schulte Roth & Zabel LLP.
3
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Item 6. Indemnification of Directors and Officers.
Subsection (a) of Section 145 of the General Corporation Law of Delaware
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the corporation
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect to any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine that despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.
Section 145 further provides that: (i) to the extent a director, officer,
employee or agent of a corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) or in the
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith; and (ii) indemnification provided for by Section 145 shall
not be deemed exclusive of any other rights to which the indemnified party may
be entitled. In addition, Section 145 empowers the corporation to purchase and
maintain insurance on behalf of any person acting in any capacities set forth in
the second preceding paragraph against any liability asserted against him or
incurred by him in any such capacity or arising out of his status as such
whether or not the corporation would have the power to indemnify him against
such liabilities under Section 145.
Article X of the By-Laws of the Company provides, in effect, that, in
addition to any rights afforded to an officer, director or employee of the
Company by contract or operation of law, the Company may indemnify any person
who is or was a director, officer, employee, or agent of the Company, or of any
other corporation which he served at the request of the Company, against any and
all liability and reasonable expense incurred by him in connection with or
resulting from any claim, action, suit, or proceeding (whether brought by or in
the right of the Company or such other corporation or otherwise), civil or
criminal, in which he may have become involved, as a party or otherwise, by
4
<PAGE>
reason of his being or having been such director, officer, employee, or agent of
the Company or such other corporation, whether or not he continues to be such at
the time such liability or expense is incurred, provided that such person acted
in good faith and in what he reasonably believed to be the best interests of the
Company or such other corporation, and, in connection with any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
In addition, the Company maintains directors' and officers' reimbursement
and liability insurance pursuant to standard form policies with aggregate limits
of $90,000,000. The risks covered by such policies do not exclude liabilities
under the Securities Act.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following is a complete list of exhibits filed as part of this
Registration Statement:
Exhibit
Number
- ------
4 The CIT Group, Inc. Long-Term Equity
Compensation Plan, effective as of November 1, 1997.
5 Opinion of Schulte Roth & Zabel LLP.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Schulte Roth & Zabel LLP (included in Exhibit 5).
24 Powers of Attorney.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
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(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Livingston, State of New Jersey, on this 20th day
of April, 1998.
THE CIT GROUP, INC.
By: /s/ ERNEST D. STEIN
---------------------------
Ernest D. Stein
Executive Vice President,
General Counsel & Secretary
II-1
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated, on this 20th day of April, 1998.
Signature and Title
* *By: /s/ ERNEST D. STEIN
- ------------------------- -------------------
Albert R. Gamper, Jr. Ernest D. Stein
President, Chief Executive Officer Attorney-in-Fact
and Director (principal executive officer)
/s/ JOSEPH M. LEONE
- -------------------------
Joseph M. Leone
Executive Vice President and
Chief Financial Officer
(principal financial and accounting
officer)
*
- -------------------------
Takasuke Kaneko
Director
*
- -------------------------
Hisao Kobayashi
Director
*
- -------------------------
Daniel P. Amos
Director
*
- -------------------------
Yoshiro Aoki
Director
*
- -------------------------
Joseph A. Pollicino
Director
*
- -------------------------
Paul N. Roth
Director
*
- -------------------------
Peter J. Tobin
Director
*
- -------------------------
Tohru Tonoike
Director
*
- -------------------------
Alan F. White
Director
II-2
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the Company's
Compensation Committee, as administrator of the Company's Long-Term Equity
Compensation Plan, has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the Township of
Livingston, State of New Jersey, on this 20th day of April, 1998.
THE CIT GROUP, INC. LONG-TERM
EQUITY COMPENSATION PLAN
By: /s/ DANIEL P. AMOS
----------------------------------------
Name: Daniel P. Amos
Title: Member of Compensation
Committee, as Plan Administrator
II-3
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit
- ------ -------
4 The CIT Group, Inc. Long-Term Equity
Compensation Plan, effective as of November 1, 1997.
5 Opinion of Schulte Roth & Zabel LLP
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Schulte Roth & Zabel LLP (included in Exhibit 5)
24 Powers of Attorney
Exhibit 4
The CIT Group, Inc.
Long-Term Equity Compensation Plan
November 1, 1997
<PAGE>
Table of Contents
Page
----
Article 1. Establishment, Objectives, and Duration.................. 1
1.1. Establishment of the Plan................................ 1
1.2. Objectives of the Plan................................... 1
1.3. Duration of the Plan..................................... 1
Article 2. Definitions.............................................. 1
2.1. "Annual Incentive Award"................................. 1
2.2. "Award".................................................. 2
2.3. "Award Agreement"........................................ 2
2.4. "Beneficial Owner" or "Beneficial Ownership"............. 2
2.5. "Board" or "Board of Directors".......................... 2
2.6. "Change of Control"...................................... 2
2.7. "Code"................................................... 2
2.8. "Committee".............................................. 2
2.9. "Company"................................................ 2
2.10. "Director"............................................... 3
2.11. "Disability"............................................. 3
2.12. "Effective Date"......................................... 3
2.13. "Employee"............................................... 3
2.14. "Exchange Act"........................................... 3
2.15. "Fair Market Value"...................................... 3
2.16. "Freestanding SAR"....................................... 3
2.17. "Incentive Stock Option" or "ISO"........................ 3
2.18. "Insider"................................................ 3
2.19. "Nonemployee Director"................................... 3
2.20. "Nonqualified Stock Option" or "NQSO".................... 3
2.21. "Option"................................................. 3
2.22. "Option Price"........................................... 3
2.23. "Participant"............................................ 3
2.24 "Performance Share"...................................... 4
2.25 "Performance Unit"....................................... 4
2.26 "Period of Restriction".................................. 4
2.27 "Person"................................................. 4
2.28 "Plan"................................................... 4
2.29 "Restricted Stock"....................................... 4
2.30 "Retirement"............................................. 4
2.31 "Shares"................................................. 4
2.32 "Stock Appreciation Right" or "SAR"...................... 4
2.33 "Subsidiary"............................................. 4
2.34. "Tandem SAR"............................................. 4
Article 3. Administration........................................... 4
3.1. The Administrator........................................ 4
3.2. Authority of the Board................................... 4
3.3. Decisions Binding........................................ 5
Article 4. Shares Subject to the Plan and Maximum Awards............ 5
4.1. Number of Shares Available for Grants.................... 5
4.2. Lapsed Awards............................................ 5
<PAGE>
4.3. Adjustments in Authorized Shares......................... 5
4.4. Maximum Awards........................................... 6
Article 5. Eligibility and Participation............................ 6
5.1. Eligibility.............................................. 6
5.2. Actual Participation..................................... 6
Article 6. Annual Incentive Awards.................................. 7
6.1. General.................................................. 7
6.2. Performance Measures and Targets......................... 7
6.3. Determination of Annual Incentive Awards................. 7
6.4. Payment of Annual Incentive Awards....................... 7
6.5. Termination of Employment................................ 7
6.6. Nontransferability of Annual Incentive Award............. 7
Article 7. Stock Options..............................................8
7.1. Grant of Options......................................... 8
7.2. Award Agreement.......................................... 8
7.3. Option Price............................................. 8
7.4. Duration of Options...................................... 8
7.5. Exercise of Options...................................... 8
7.6. Payment.................................................. 8
7.7. Restrictions on Share Transferability.................... 9
7.8. Termination of Employment................................ 9
7.9. Nontransferability of Options............................ 9
Article 8. Stock Appreciation Rights.................................10
8.1. Grant of SARs............................................ 10
8.2. Exercise of Tandem SARs.................................. 10
8.3. Exercise of Freestanding SARs............................ 10
8.4. SAR Agreement............................................ 10
8.5. Term of SARs............................................. 11
8.6. Payment of SAR Amount.................................... 11
8.7. Rule 16b-3 Requirements.................................. 11
8.8. Termination of Employment................................ 11
8.9. Nontransferability of SARs............................... 11
Article 9. Restricted Stock..........................................12
9.1. Grant of Restricted Stock................................ 12
9.2. Restricted Stock Agreement............................... 12
9.3. Transferability.......................................... 12
9.4. Other Restrictions....................................... 12
9.5. Voting Rights............................................ 12
9.6. Dividends and Other Distributions........................ 13
9.7. Termination of Employment................................ 13
Article 10. Performance Units and Performance Shares..................13
10.1. Grant of Performance Units/Shares........................ 13
10.2. Value of Performance Units/Shares........................ 13
10.3. Earning of Performance Units/Shares...................... 13
10.4. Payment of Performance Shares/Units...................... 13
10.5. Termination of Employment................................ 14
10.6. Nontransferability....................................... 14
<PAGE>
Article 11. Performance Measures..................................... 14
Article 12. Beneficiary Designation.................................. 15
Article 13. Deferrals................................................ 15
Article 14. Termination of Employment After a Change of Control...... 15
14.1. Treatment of Outstanding Awards.......................... 15
14.2. Treatment of Options and Restricted Stock Granted in
Consideration of the Termination of the CIT Career
Incentive Plan or Granted in Consideration of the
CIT Initial Public Offering............................ 16
14.3. Termination, Amendment, and Modifications of Change of
Control Provisions..................................... 16
Article 15. Amendment, Adjustment, and Termination....................16
15.1. Amendment and Termination................................ 16
15.2. Adjustment of Awards..................................... 17
15.3. Awards Previously Granted................................ 17
15.4. Compliance with Code Section 162(m)...................... 17
Article 16. Withholding...............................................17
16.1. Tax Withholding.......................................... 17
16.2. Share Withholding........................................ 17
Article 17. Successors................................................18
Article 18. Legal Construction........................................18
18.1. Gender and Number........................................ 18
18.2. Severability............................................. 18
18.3. Requirements of Law...................................... 18
18.4. Securities Law Compliance................................ 18
18.5. Governing Law............................................ 18
18.6. Special Compensation..................................... 18
18.7. Incompetent Payee........................................ 18
18.8. Plan Not an Employment Contract.......................... 19
<PAGE>
The CIT Group, Inc.
Long-Term Equity Compensation Plan
Article 1. Establishment, Objectives, and Duration
1.1. Establishment of the Plan. The CIT Group, Inc., a Delaware
corporation (hereinafter referred to as the "Company"), hereby establishes an
incentive compensation plan to be known as "The CIT Group, Inc. Long-Term Equity
Compensation Plan" (hereinafter referred to as the "Plan"), as set forth in this
document. The Plan permits the grant of Nonqualified Stock Options, Incentive
Stock Options, Stock Appreciation Rights, Restricted Stock, Performance Shares
and Performance Units.
Subject to approval by the Company's Board of Directors, the Plan shall
become effective as of November 1, 1997 (the "Effective Date") and shall remain
in effect as provided in Section 1.3 hereof.
1.2. Objectives of the Plan. The objectives of the Plan are to optimize
the profitability and growth of the Company through incentives which are
consistent with the Company's goals and which link the personal interests of
Participants to those of the Company's stockholders; to provide Participants
with an incentive for excellence in individual performance; and to promote
teamwork among Participants.
The Plan is further intended to provide flexibility to the Company in its
ability to motivate, attract, and retain the services of Participants who make
significant contributions to the Company's success and to allow Participants to
share in the success of the Company.
1.3. Duration of the Plan. The Plan shall commence on the Effective Date,
as described in Section 1.1 hereof, and shall remain in effect, subject to the
right of the Board of Directors to amend or terminate the Plan at any time
pursuant to Article 15 hereof, until all Awards granted hereunder are satisfied
by the issuance of Shares and/or the payment of cash. However, in no event may
an Award be granted under the Plan on or after the tenth anniversary of the
Effective Date.
Article 2. Definitions
Except where the context otherwise indicates, any masculine term used
herein shall include the feminine, the plural shall include the singular, and
the singular shall include the plural.
Whenever used in the Plan, the following terms shall have the meanings set
forth below, and when the meaning is intended, the initial letter of the word
shall be capitalized:
2.1. "Annual Incentive Award" means annual incentive compensation awarded
under Article 6.
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2.2. "Award" means, individually or collectively, a grant under this Plan
of Annual Incentive Awards, Nonqualified Stock Options, Incentive Stock Options,
Stock Appreciation Rights, Restricted Stock, Performance Shares or Performance
Units.
2.3. "Award Agreement" means an agreement entered into by the Company and
each Participant setting forth the terms and provisions applicable to an Award.
2.4. "Beneficial Owner" or "Beneficial Ownership" shall have the meaning
ascribed to such term in Rule 13d-3 of the General Rules and Regulations under
the Exchange Act.
2.5. "Board" or "Board of Directors" means the board of directors of the
Company.
2.6. "Change of Control" will be deemed to have occurred as of the first
day any one (1) or more of the following paragraphs shall have been satisfied:
a) Any Person or Group other than Dai-Ichi Kangyo Bank, Limited
("DKB") or an Affiliate (as such term is defined under Rule 12b-2 of
the General Rules and Regulations under the Exchange Act) of DKB
becomes the Beneficial Owner, directly or indirectly, of securities
representing a majority of the combined voting power of the
Company's then outstanding securities generally entitled to vote for
the election of Directors;
(b) As a result of a cash tender offer, merger or other business
combination, sales of assets or contested election, or any
combination of the foregoing transactions (a "Transaction"), the
persons who were Directors of the Company immediately before the
Transaction shall cease to constitute a majority of the Board of the
Company or of any successor to the Company. Notwithstanding the
foregoing, the Company's initial public offering shall not
constitute a Change of Control for the purposes of this Plan.
2.7. "Code" means the Internal Revenue Code of 1986, as amended from time
to time.
2.8. "Committee" means the Compensation Committee of the Board or such
other Committee appointed by the Board pursuant to Section 3.1 to administer the
Plan with respect to grants of Awards.
2.9. "Company" means The CIT Group, Inc., a Delaware corporation, and any
successor thereto, or any Subsidiary, division or affiliate thereof.
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2.10. "Director" means any individual who is a member of the Board of
Directors.
2.11. "Disability" means a physical or mental impairment sufficient to
make an individual eligible for benefits under the Company's Long-Term
Disability Plan.
2.12. "Effective Date" shall have the meaning ascribed to such term in
Section 1.1 hereof.
2.13. "Employee" means any individual who is an employee of the Company or
any Subsidiary.
2.14. "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor thereto.
2.15. "Fair Market Value" means the closing sale price at which Shares
were sold regular way on the relevant date on the principal securities exchange
on which Shares were traded on such date or, if there was no sale on the
relevant date, then on the last previous day on which there was such a sale;
provided that "Fair Market Value" for any Awards made concurrent with or
contingent upon the consummation of the initial public offering of Shares in
1997 means the initial public offering price of Shares covered by such initial
public offering.
2.16. "Freestanding SAR" means an SAR that is granted independently of any
Options, as described in Article 8 herein.
2.17. "Incentive Stock Option" or "ISO" means an option to purchase Shares
granted under Article 7 herein and which is designated as an Incentive Stock
Option and which is intended to meet the requirements of Code Section 422.
2.18. "Insider" shall mean an individual who is, on the relevant date, an
officer, Director or Beneficial Owner of ten percent (10%) or more of any class
of the Company's equity securities that is registered pursuant to Section 12 of
the Exchange Act, all as defined under Section 16 of the Exchange Act and the
General Rules and Regulations promulgated thereunder.
2.19. "Nonemployee Director" means a Director who is not an Employee of
the Company or any Subsidiary or of the Dai-Ichi Kangyo Bank, Limited or any of
its direct or indirect subsidiaries.
2.20. "Nonqualified Stock Option" or "NQSO" means an option to purchase
Shares granted under Article 7 herein which is not intended to be treated as an
"incentive stock option" under Code Section 422.
2.21. "Option" means an Incentive Stock Option or a Nonqualified Stock
Option.
2.22. "Option Price" means the price at which a Share may be purchased by
a Participant pursuant to an Option.
2.23. "Participant" means an Employee or Director designated by the Board
to participate in the Plan.
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2.24 "Performance Share" means an Award granted to a Participant, as
described in Article 10 herein.
2.25 "Performance Unit" means an Award granted to a Participant, as
described in Article 10 herein.
2.26 "Period of Restriction" means the period during which the transfer of
Shares of Restricted Stock is limited in some way (based on the passage of time,
the achievement of performance goals, or upon the occurrence of other events as
determined by the Board, at its discretion), and the Shares are subject to a
substantial risk of forfeiture, as provided in Article 9 herein.
2.27 "Person" shall have the meaning ascribed to such term in Section
3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof,
including a "group" as described in Section 13(d) thereof.
2.28 "Plan" means The CIT Group, Inc. Long-Term Equity Compensation Plan.
2.29 "Restricted Stock" means an Award of Shares granted to a Participant
pursuant to Article 9 herein.
2.30 "Retirement" shall have the meaning ascribed to such term in The CIT
Group, Inc. Retirement Plan.
2.31 "Shares" means the shares of Class A common stock of the Company par
value $.01 per Share.
2.32 "Stock Appreciation Right" or "SAR" means an Award, granted alone or
in connection with a related Option, designated as an SAR, pursuant to the terms
of Article 8 herein. An SAR may be either a Freestanding SAR or a Tandem SAR.
2.33 "Subsidiary" means any corporation, partnership, joint venture, or
other entity in which the Company has a direct or indirect majority voting
interest (including all divisions, affiliates, and related entities), provided
that for ISOs, "Subsidiary" has the meaning set forth in Code Section 422.
2.34. "Tandem SAR" means an SAR that is granted in connection with a
related Option pursuant to Article 8 herein, the exercise of which shall require
forfeiture of the right to purchase a Share under the related Option (and when a
Share is purchased under the Option, the Tandem SAR shall similarly be
canceled).
Article 3. Administration
3.1. The Administrator. The Plan shall be administered by the Board or a
Committee appointed by the Board.
3.2. Authority of the Board. Except as limited by law or by the
Certificate of Incorporation or Bylaws of the Company, and subject
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to the provisions of the Plan, the Board shall have full power and authority, in
its sole discretion, to (a) select Participants from among all eligible
Employees and Directors and determine the nature, amount, terms and conditions
of Awards in a manner consistent with the Plan; (b) make Awards to Participants;
(c) construe and interpret the Plan and any agreement or instrument entered into
under the Plan; (d) adopt, amend, waive or rescind such rules and regulations as
the Board may deem appropriate for the proper administration or operation of the
Plan; (e) subject to the provisions of Article 15, amend the terms and
conditions of any outstanding Award to the extent such terms and conditions are
within the discretion of the Board as provided in the Plan; and (f) make all
other determinations and take all other actions as may be necessary, appropriate
or advisable for the administration or operation of the Plan. As permitted by
law, the Board may delegate to the Committee or any other individual or
committee (including a Committee of Nonemployee Directors, to the extent that
the Committee shall not be so constituted) its authority, or any part thereof,
as it deems necessary, appropriate or advisable for proper administration or
operation of the Plan.
3.3. Decisions Binding. All determinations, interpretations, decisions or
other actions made or taken by the Board pursuant to the provisions of the Plan
and all related orders and resolutions of the Board shall be final, conclusive
and binding for all purposes and upon all persons, including without limitation
the Company, its stockholders, Directors, Employees, Participants, and
Participants' estates and beneficiaries.
Article 4. Shares Subject to the Plan and Maximum Awards
4.1. Number of Shares Available for Grants. Subject to adjustment as
provided in Section 4.3 herein, the maximum number of Shares with respect to
which Awards may be granted to Participants under the Plan shall be twelve
million five hundred and three thousand (12,503,000) of the Company's total
outstanding shares of all classes of common stock of the Company. Shares issued
under the Plan may be either authorized but unissued Shares, treasury Shares or
any combination thereof.
4.2. Lapsed Awards. If any Award granted under this Plan is canceled,
terminates, expires, or lapses for any reason without the issuance of Shares or
payment in respect thereof (with the exceptions of the termination of a Tandem
SAR upon exercise of the related Option, or the termination of a related Option
upon exercise of the corresponding Tandem SAR), any Shares subject to such Award
again shall be available for the grant of an Award under the Plan to the fullest
extent permitted under Rule 16b-3 of the Exchange Act and Sections 422 and
162(m) of the Code.
4.3. Adjustments in Authorized Shares. In the event of any change in
corporate capitalization, such as a stock split, stock dividend or combination
of shares or a corporate transaction, such as any merger, consolidation,
separation, including a spin-off, or other distribution of stock or property of
the Company, any reorganization (whether or not such reorganization comes within
the definition of such
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term in Code Section 368), or any partial or complete liquidation of the
Company, an adjustment shall be made in the number and class of Shares which may
be delivered under Section 4.1, in the number and class of and/or price of
Shares subject to outstanding Awards granted under the Plan, and in the Awards
limits set forth in subsections 4.4 (a), (b), (c), (d) and (e) as may be
determined to be appropriate and equitable by the Board, in its sole discretion,
to prevent dilution or enlargement of rights, provided, however, that the number
of Shares subject to any Award shall always be a whole number.
4.4. Maximum Awards. The following rules shall apply to grants of such
Awards under the Plan:
(a) Annual Incentive Awards: The maximum aggregate payout with respect to
Annual Incentive Awards granted in any one fiscal year to any one
Participant shall be 25% of the aggregate Annual Incentive Award pool
established by the Committee.
(b) Stock Options: The maximum aggregate number of Shares that may be
granted in the form of Stock Options, pursuant to any Award granted in any
one fiscal year to any one single Participant shall be 100% of the maximum
number of Shares provided under Section 4.1.
(c) SARs: The maximum aggregate number of Shares that may be granted in
the form of Stock Appreciation Rights, pursuant to any Award granted in
any one fiscal year to any one single Participant shall be 100% of the
maximum number of Shares provided under Section 4.1.
(d) Restricted Stock: The maximum aggregate grant with respect to Awards
of Restricted Stock granted in any one fiscal year to any one Participant
shall be 100% of the maximum number of Shares provided under Section 4.1.
(e) Performance Shares/Performance Units: The maximum aggregate payout
with respect to Awards of Performance Shares or Performance Units granted
in any one fiscal year to any one Participant shall be 100% of the total
remaining Shares at the end of the "Performance Period", as such term is
defined under Section 10.1.
Article 5. Eligibility and Participation
5.1. Eligibility. Persons eligible to participate in this Plan include
Directors and all Employees of the Company and its Subsidiaries, including
Employees who are members of the Board.
5.2. Actual Participation. Subject to the provisions of the Plan, the
Board may, from time to time, select from all eligible Employees, those to whom
Awards shall be granted and shall determine the nature, amount and terms and
conditions of each Award.
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Article 6. Annual Incentive Awards
6.1. General. Subject to the provisions of the Plan, the Board may grant
Annual Incentive Awards to Participants at any time and from time to time in
such amount and upon such terms and conditions as the Board may determine.
6.2. Performance Measures and Targets. The Board may establish each year,
within the first 90 days of such year, performance targets that must be achieved
in order for Annual Incentive Awards to be payable to Participants. Such
performance targets shall be based upon one or more performance measures, which
the Board shall select (concurrent with establishing each year's performance
targets). At the same time the Board selects performance measures and specifies
performance targets, the Board shall also determine the manner in which such
performance measure(s) shall be calculated or measured, including the extent to
which such measure(s) shall be adjusted to take into account certain factors
over which Participants have no or limited control, including, without
limitation, changes in accounting principles and extraordinary charges to
income.
6.3. Determination of Annual Incentive Awards. The Board shall determine
the Annual Incentive Award, if any, subject to the maximum Annual Incentive
Award limit specified in Section 4.4, payable to each Participant
6.4. Payment of Annual Incentive Awards. Annual Incentive Awards shall be
payable to Participants at such time(s) and in cash or in Shares of equivalent
value or in some combination thereof, as the Board shall determine.
6.5. Termination of Employment.
(a) Subject to Section 6.5(b) hereto and the provisions of Article
14, if a Participant's employment with the Company is terminated
prior to the payment by the Company of an Annual Incentive Award for
any Plan year, such Award shall be forfeited and shall not be
payable to the Participant.
(b) In the event of the Participant's death, Disability or
Retirement in the Plan year, the Board may grant and authorize
payment of an Award for such Plan year to the Participant or, in the
event of death, the Participant's beneficiary as designated under
Article 12 hereto, in such amount as the Board in its discretion
deems appropriate.
6.6. Nontransferability of Annual Incentive Award. No right to a Annual
Incentive Award may be sold, transferred, pledged, assigned or otherwise
alienated or hypothecated, other than by will or by the laws of descent and
distribution.
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Article 7. Stock Options
7.1. Grant of Options. Subject to the terms and provisions of the Plan,
Options may be granted to Employees in such number, and upon such terms, and at
any time and from time to time as shall be determined by the Board, provided
however, in the case of ISOs, the aggregate Fair Market Value (determined at the
time the ISO is granted) of the Shares with respect to which ISOs are
exercisable for the first time by any optionee during any calendar year (under
all plans of the Company and any Subsidiary) shall not exceed $100,000.
7.2. Award Agreement. Each Option granted shall be evidenced by an Award
Agreement that shall specify the Option Price, the duration of the Option, the
number of Shares to which the Option pertains, and such other provisions as the
Board shall determine. The Award Agreement also shall specify whether the Option
is intended to be an ISO within the meaning of Code Section 422, or an NQSO
whose grant is intended not to fall under the provisions of Code Section 422.
7.3. Option Price. The Option Price for each grant of an Option under this
Plan shall be at least equal to one hundred percent (100%) of the Fair Market
Value of a Share on the date the Option is granted except that (i) initial
grants of NQSOs made under the Plan concurrent with or contingent upon the
consummation of the initial public offering of Shares in 1997 may be granted
with an exercise price equal to the initial public offering price of Shares
covered by such initial public offering and (ii) and in the case of an ISO
granted to an Employee owning (actually or constructively under Code Section
424(d)) more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company or of a Subsidiary, the Option Price shall not
be less than one hundred and ten percent (110%) of the Fair Market Value of the
Shares on the date of grant.
7.4. Duration of Options. Each Option granted to a Participant shall
expire at such time as the Board shall determine at the time of grant; provided,
however, that no Option shall be exercisable later than the tenth (10th)
anniversary date of its grant and no ISO granted to a five percent (5%)
shareholder of the Company shall be exercisable later than the fifth anniversary
of the date of grant.
7.5. Exercise of Options. Options granted under this Article 7 shall be
exercisable at such times and be subject to such restrictions and conditions as
the Board shall in each instance approve, which need not be the same for each
Award or for each Participant.
7.6. Payment. Options granted under this Article 7 shall be exercised by
the delivery of a written notice of exercise to the Company, setting forth the
number of Shares with respect to which the Option is to be exercised,
accompanied by full payment for the Shares.
The Option Price upon exercise of any Option shall be payable to the
Company in full either (a) in cash or its equivalent, or (b) by tendering
previously acquired Shares having an aggregate Fair
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Market Value at the time of exercise equal to the total Option price (provided
that the Shares which are tendered must have been held by the Participant for at
least six (6) months prior to their tender to satisfy the Option Price), or (c)
by a combination of (a) and (b).
The Board also may allow cashless exercise as permitted under the Federal
Reserve Board's Regulation T, subject to applicable securities law restrictions,
or by any other means which the Board determines to be consistent with the
Plan's purpose and applicable law.
Subject to any governing rules or regulations, as soon as practicable
after receipt of a written notification of exercise and full payment, the
Company shall deliver to the Participant, in the Participant's name, Share
certificates in an appropriate amount based upon the number of Shares purchased
under the Option(s); provided, however, that if the Board permits cashless
exercise of Options, a Participant may elect to receive the cash proceeds from
the cashless exercise in lieu of Shares.
7.7. Restrictions on Share Transferability. The Board may impose such
restrictions on the transfer of any Shares acquired pursuant to the exercise of
an Option granted under this Article 7 as it may deem advisable, including,
without limitation, restrictions under applicable Federal securities laws, under
the requirements of any stock exchange or market upon which such Shares are then
listed and/or traded, and under any blue sky or state securities laws applicable
to such Shares.
7.8. Termination of Employment. Subject to the provisions of Article 14,
each Participant's Award Agreement shall set forth the extent to which the
Participant shall have the right to exercise the Option following termination of
the Participant's employment with the Company or any Subsidiary. Such provisions
shall be determined in the sole discretion of the Board, shall be included in
the Award Agreement entered into with each Participant, need not be uniform
among all Options issued pursuant to this Article 7, and may reflect
distinctions based on the reasons for termination of employment.
7.9. Nontransferability of Options.
(a) Incentive Stock Options. No ISO granted under the Plan may be sold,
transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and
distribution. Further, all ISOs granted to a Participant under the
Plan shall be exercisable during his or her lifetime only by such
Participant or in the event of the Participant's legal incapacity,
the Participant's legal guardian or representative.
(b) Nonqualified Stock Options. Except as otherwise provided in a
Participant's Award Agreement, no NQSO granted under this Article 7
may be sold, transferred, pledged, assigned, or otherwise alienated
or hypothecated, other than by will or by the laws of
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descent and distribution. Further, except as otherwise provided in a
Participant's Award Agreement, all NQSOs granted to a Participant
under this Article 7 shall be exercisable during his or her lifetime
only by such Participant or in the event of the Participant's legal
incapacity, the Participant's legal guardian or representative.
Article 8. Stock Appreciation Rights
8.1. Grant of SARs. Subject to the terms and conditions of the Plan, SARs
may be granted to Participants at any time and from time to time as shall be
determined by the Board. The Board may grant Freestanding SARs, Tandem SARs, or
any combination of these forms of SAR.
The Board shall have complete discretion in determining the number of SARs
granted to each Participant and, consistent with the provisions of the Plan, in
determining the terms and conditions pertaining to such SARs.
The grant price of a Freestanding SAR shall equal the Fair Market Value of
a Share on the date of grant of the SAR. The grant price of Tandem SARs shall
equal the Option Price of the related Option.
8.2. Exercise of Tandem SARs. Tandem SARs may be exercised for all or part
of the Shares subject to the related Option upon the surrender of the right to
exercise the equivalent portion of the related Option. A Tandem SAR may be
exercised only with respect to the Shares for which its related Option is then
exercisable.
Notwithstanding any other provision of this Plan to the contrary, with
respect to a Tandem SAR granted in connection with an ISO: (i) the Tandem SAR
will expire no later than the expiration of the underlying ISO; (ii) the value
of the payout with respect to the Tandem SAR may be for no more than one hundred
percent (100%) of the difference between the Option Price of the underlying ISO
and the Fair Market Value of the Shares subject to the underlying ISO at the
time the Tandem SAR is exercised; and (iii) the Tandem SAR may be exercised only
when the Fair Market Value of the Shares subject to the ISO exceeds the Option
Price of the ISO.
8.3. Exercise of Freestanding SARs. Freestanding SARs may be exercised
upon whatever terms and conditions the Board, in its sole discretion, imposes
upon them.
8.4. SAR Agreement. Each SAR grant shall be evidenced by an Award
Agreement that shall specify the grant price, the term of the SAR, and such
other provisions as the Board shall determine.
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8.5. Term of SARs. The term of an SAR granted under the Plan shall be
determined by the Board, in its sole discretion; provided, however, that such
term shall not exceed ten (10) years.
8.6. Payment of SAR Amount. Upon exercise of an SAR, a Participant shall
be entitled to receive payment from the Company in an amount determined by
multiplying:
(a) The difference between the Fair Market Value of a Share on the date
of exercise over the grant price by
(b) The number of Shares with respect to which the SAR is exercised.
At the discretion of a Participant, the payment upon SAR exercise may be
in cash, in Shares of equivalent value, or in some combination thereof, subject
to the availability of Shares to the Company.
8.7. Rule 16b-3 Requirements. Notwithstanding any other provision of the
Plan, the Board may impose such conditions on exercise of an SAR (including,
without limitation, the right of the Board to limit the time of exercise to
specified periods) as may be required to satisfy the requirements of any
exemption from the liability provisions of Section 16 of the Exchange Act (or
any successor rule).
8.8. Termination of Employment. Subject to the provisions of Article 14,
each SAR Award Agreement shall set forth the extent to which the Participant
shall have the right to exercise the SAR following termination of the
Participant's employment with the Company or a Subsidiary. Such provisions shall
be determined in the sole discretion of the Board, shall be included in the
Award Agreement entered into with a Participant, need not be uniform among all
SARs issued pursuant to the Plan, and may reflect distinctions based on the
reasons for termination of employment.
8.9. Nontransferability of SARs. Except as otherwise provided in a
Participant's Award Agreement, no SAR granted under the Plan may be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution. Further, except as
otherwise provided in a Participant's Award Agreement, all SARs granted to a
Participant under the Plan shall be exercisable during his or her lifetime only
by such Participant or in the event of the Participant's legal incapacity, the
Participant's legal guardian or representative.
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Article 9. Restricted Stock
9.1. Grant of Restricted Stock. Subject to the terms and provisions of the
Plan, the Board, at any time and from time to time, may grant Shares of
Restricted Stock to Employees in such amounts as the Board shall determine.
9.2. Restricted Stock Agreement. Each Restricted Stock Award shall be
evidenced by a Restricted Stock Award Agreement that shall specify the
restrictions, including restrictions creating a substantial risk of forfeiture,
the Period(s) of Restriction, the number of Shares of Restricted Stock granted,
and as such other provisions as the Board shall determine. Restrictions on
Restricted Stock shall lapse at such time(s) and in such manner and subject to
such conditions as the Board shall in each instance determine, which need not be
the same for each Award or for each Participant.
9.3. Transferability. Except as provided in this Article 9, the Shares of
Restricted Stock granted herein may not be sold, transferred, pledged, assigned,
or otherwise alienated or hypothecated until the end of the applicable Period of
Restriction established by the Board and specified in the Restricted Stock Award
Agreement, or upon earlier satisfaction of any other conditions, as specified by
the Board in its sole discretion and set forth in the Restricted Stock Award
Agreement. All rights with respect to the Restricted Stock granted to a
Participant under the Plan shall be available during his or her lifetime only to
such Participant, or in the event of the Participant's legal incapacity, to the
Participant's legal guardian or representative.
9.4. Other Restrictions. Subject to Article 11 herein, the Board shall
impose such other conditions and/or restrictions on any Shares of Restricted
Stock granted pursuant to the Plan as it may deem advisable including, without
limitation, a requirement that Participants pay a stipulated purchase price for
each Share of Restricted Stock, restrictions based upon the achievement of
specific performance goals (Company-wide, divisional, and/or individual),
time-based restrictions on vesting following the attainment of the performance
goals, and/or restrictions under applicable Federal or state securities laws.
The Company or its designee shall retain the certificates representing
Shares of Restricted Stock in the Company's possession until such time as all
conditions and/or restrictions applicable to such Shares have been satisfied.
Except as otherwise provided in this Article 9, Shares of Restricted Stock
covered by each Restricted Stock grant made under the Plan shall become freely
transferable by the Participant after the last day of the applicable Period of
Restriction.
9.5. Voting Rights. During the Period of Restriction, Participants holding
shares of Restricted Stock granted hereunder may exercise full voting rights
with respect to those Shares.
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9.6. Dividends and Other Distributions. During the Period of Restriction,
Participants holding Shares of Restricted Stock granted hereunder may be
credited with regular cash dividends paid with respect to the underlying Shares
while they are so held. The Board may apply any restrictions to the dividends
that the Board deems appropriate. In the event that any dividend constitutes a
"derivative security" within the meaning of Rule 16a-1 of the General Rules and
Regulations promulgated under the Exchange Act or an "equity security" within
the meaning of Section 3(a)(11) of the Exchange Act, such dividend shall be
subject to a period of restriction equal to the remaining Period of Restriction
applicable to the Restricted Stock with respect to which the dividend has been
paid.
9.7. Termination of Employment. Subject to the provisions of Article 14,
each Restricted Stock Award Agreement shall set forth the extent to which the
Participant shall have the right to receive unvested Restricted Shares following
termination of the Participant's employment with the Company or any Subsidiary.
Such provisions shall be determined in the sole discretion of the Board, shall
be included in the Award Agreement entered into with each Participant, need not
be uniform among all Shares of Restricted Stock issued pursuant to the Plan, and
may reflect distinctions based on the reasons for termination of employment.
Article 10. Performance Units and Performance Shares
10.1. Grant of Performance Units/Shares. Subject to the terms of the Plan,
Performance Units and/or Performance Shares may be granted to Participants in
such amounts and upon such terms, and at any time and from time to time, as
shall be determined by the Board. Each Award of Performance Shares and/or
Performance Units shall be evidenced by an Award Agreement that shall specify
the initial value of such Performance Shares and/or Performance Units, the time
period during which pre-established performance goals must be met (the
"Performance Period"), the performance goals upon which payment of such
Performance Shares and/or Performance Units depends (the "Performance Goals"),
the number of Performance Shares and/or Performance Units awarded and such other
terms and conditions as the Board may determine.
10.2. Value of Performance Units/Shares. Each Performance Unit shall have
an initial value that is established by the Board at the time of grant. Each
Performance Share shall have an initial value equal to the Fair Market Value of
a Share on the date of grant.
10.3. Earning of Performance Units/Shares. Subject to the terms of this
Plan, after the applicable Performance Period has ended, the holder of
Performance Units/Shares shall be entitled to receive payout on the number and
value of Performance Units/Shares earned by the Participant over the Performance
Period, to be determined, as a function of the extent to which the corresponding
performance goals have been achieved.
10.4. Payment of Performance Shares/Units. As soon as practicable after
the end of a Performance Period, if the applicable Performance Goals for that
Performance Period have been achieved (as
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determined by the Board pursuant to this Article 10), the Company shall deliver
to a Participant payment for such Participant's Performance Shares and/or
Performance Units in an amount determined, as specified in such Participant's
Performance Share and/or Unit Award Agreement, on the last day of the
Performance Period by reference to the achievement of the applicable Performance
Goals. The Board may permit a Participant to elect payment of the aggregate
value of such Participant's Performance Shares and/or Performance Units in cash
or in Shares of equivalent value or in some combination thereof, subject to the
availability of Shares to the Company. If, and to the extent that, dividends
with respect to Shares are declared or paid during the Performance Period, the
Board may direct payment of dividend equivalents to a Participant in an amount
equal to the dividends that such Participant would receive or have received if
such Participant's Performance Shares were Shares; provided, however, that such
dividend equivalents shall be subject to the same restrictions as apply to
dividends payable with respect to Restricted Stock pursuant to Section 9.4.
10.5. Termination of Employment. Subject to the provisions of Article 14,
each Participant's Performance Share and/or Unit Award Agreement shall set forth
if, and the extent to which, the Participant shall have the right to receive
payment of Performance Shares and/or Performance Units following termination of
the Participant's employment with the Company or any Subsidiary. Such terms and
conditions shall be determined in the sole discretion of the Board, need not be
uniform among all Performance Share and/or Performance Unit Awards and may
reflect distinctions based on the reasons for termination of employment.
10.6. Nontransferability. Except as otherwise provided in a Participant's
Award Agreement, Performance Units/Shares may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution. Further, except as otherwise provided in a
Participant's Award Agreement, 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
representative.
Article 11. Performance Measures
The performance measure(s) to be used for purposes of the Awards shall be
chosen from among net earnings, operating earnings or income, net income,
absolute and/or relative return on equity, capital invested or assets, earnings
per share, cash flow, profits, earnings growth, share price, total shareholder
return, economic value added, expense reduction, customer satisfaction, and any
combination of the foregoing measures as the Board deems appropriate.
The Board shall have the discretion to adjust the determinations of the
degree of attainment of the preestablished Performance Goals.
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Article 12. Beneficiary Designation
Each Participant under the Plan may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or successively) to
whom any benefit under the Plan is to be paid in case of his or her death before
he or she receives any or all of such benefit. Each such designation shall
revoke all prior designations by the same Participant, shall be in a form
prescribed by the Company, and will be effective only when filed by the
Participant in writing with the Company during the Participant's lifetime. In
the absence of a valid designation or if no validly designated beneficiary
survives the Participant or if each surviving validly designated beneficiary is
legally impaired or prohibited from taking, then the Participant's beneficiary
shall be the Participant's estate.
Article 13. Deferrals
The Board may permit or require a Participant to defer such Participant's
receipt of the payment of cash or the delivery of Shares that would otherwise be
due to such Participant by virtue of the exercise of an Option or SAR, the lapse
or waiver of restrictions with respect to Restricted Stock, or the satisfaction
of any requirements or goals with respect to Performance Units/Shares. If any
such deferral election is required or permitted, the Board shall, in its sole
discretion, establish rules and procedures for such payment deferrals.
Article 14. Termination of Employment After a Change of Control
14.1. Treatment of Outstanding Awards. If a Participant's employment with
the Company is terminated by the Company, or, if applicable, a Subsidiary, or a
successor to the Company or a Subsidiary, on or after a Change of Control and
prior to the first anniversary of such Change of Control:
(a) Any and all SARs and Options granted hereunder, other than
Options granted in consideration of the termination of The CIT
Group, Inc. Career Incentive Plan (the "CIT Career Incentive Plan")
or granted in consideration of The CIT Group, Inc. Initial Public
Offering (the "CIT Initial Public Offering"), shall become
immediately exercisable, and shall remain exercisable throughout
their entire term;
(b) Any Period of Restriction and restrictions imposed on Restricted
Stock, other than Restricted Stock granted in consideration of the
termination of the CIT Career Incentive Plan or granted in
consideration of the CIT Initial Public Offering, shall lapse; and
(c) The target payout opportunities attainable under all outstanding
Awards of Annual Incentive Awards, Restricted Stock, Performance
Units and Performance
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Shares shall be deemed to have been fully earned for the entire
Performance Period(s) as of the date of the Participant's
termination of employment with the Company. The vesting of all
Awards denominated in Shares shall be accelerated as of the date of
the Participant's termination of employment with the Company, and
there shall be paid out in cash to Participants within thirty (30)
days following the date of the Participant's termination of
employment with the Company a pro rata amount based upon an assumed
achievement of all relevant Performance Goals and upon the length of
time of the Performance Period which has elapsed prior to such date
of the Participant's termination of employment with the Company, as
determined by the Board.
14.2. Treatment of Options and Restricted Stock Granted in Consideration
of the Termination of the CIT Career Incentive Plan or Granted in Consideration
of the CIT Initial Public Offering. If a Participant's employment with the
Company is terminated by the Company, or, if applicable, a Subsidiary, or a
successor to the Company or a Subsidiary, on or after a Change of Control and
prior to the fifth anniversary of the Effective Date:
(a) All Options granted in consideration of the termination of the
CIT Career Incentive Plan or granted in consideration of the CIT
Initial Public Offering held by the Participant, if any, shall
become immediately exercisable and shall remain exercisable
throughout their entire term; and
(b) Any Period of Restriction and all restrictions imposed on
Restricted Stock granted in consideration of the termination of the
CIT Career Incentive Plan or granted in consideration of the CIT
Initial Public Offering, if any, shall lapse.
14.3. Termination, Amendment, and Modifications of Change of Control
Provisions. Notwithstanding any other provision of this Plan or any Award
Agreement provision, the provisions of this Article 14 may not be terminated,
amended, or modified on or after the date of Change of Control to affect
adversely any Award theretofore granted under the Plan without the prior written
consent of the Participant with respect to said Participant's outstanding
Awards; provided, however, the Board of Directors, upon recommendation of the
Board, may terminate, amend, or modify this Article 14 at any time and from time
to time prior to the date of a Change of Control.
Article 15. Amendment, Adjustment, and Termination.
15.1. Amendment and Termination. Subject to Section 15.3, the Board may at
any time, and from time to time, in its sole discretion alter, amend, suspend or
terminate the Plan in whole or in part for any reason or for no reason;
provided, however, that no amendment or other
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action that requires stockholder approval in order for the Plan to continue to
comply with applicable law shall be effective unless such amendment or other
action shall be approved by the requisite vote of stockholders of the Company
entitled to vote thereon.
15.2. Adjustment of Awards. Subject to Section 15.3, the Board may make
adjustments to Awards and in the terms and conditions of, and the criteria
included in, Award Agreements in recognition of (a) unusual or nonrecurring
events (including, without limitation, the events described in Section 4.3)
affecting the Company or the financial statements of the Company, and/or (b)
changes in applicable laws, regulations or accounting principles whenever the
Board determines that such adjustments are appropriate.
15.3. Awards Previously Granted. No alteration, amendment, suspension or
termination of the Plan shall adversely affect in any material way any Award
previously made under the Plan without the written consent of the affected
Participant; provided, however, that the Board may modify, without a
Participant's consent, any Award previously made to a Participant who is a
foreign national or employed outside the United States to recognize differences
in local law, tax policy or custom.
15.4. Compliance with Code Section 162(m). At all times when Code Section
162(m) is applicable, all Awards granted under this Plan shall comply with the
requirements of Code Section 162(m); provided, however, that in the event the
Board determines that such compliance is not desired with respect to any Award
or Awards available for grant under the Plan, then compliance with Code Section
162(m) will not be required. In addition, in the event that changes are made to
Code Section 162(m) to permit greater flexibility with respect to any Award or
Awards available under the Plan, the Board may, subject to this Article 15, make
any adjustments it deems appropriate.
Article 16. Withholding.
16.1. Tax Withholding. The Company shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy Federal, state, and local taxes, domestic or foreign,
required by law or regulation to be withheld with respect to any taxable event
arising as a result of this Plan.
16.2. Share Withholding. With respect to withholding required upon the
exercise of Options or SARs, upon the lapse of restrictions on Restricted Stock,
or upon any other taxable event arising as a result of Awards granted hereunder,
Participants may elect, subject to the approval of the Board, to satisfy the
withholding requirement, in whole or in part, by having the Company withhold
Shares having a Fair Market Value on the date the tax is to be determined equal
to the statutory total tax (using the Federal Supplemental wage rate, and state
or local equivalent as well as any FICA or Medicare taxes) which could be
imposed on the transaction. All such elections shall be irrevocable, made in
writing, signed by the Participant, and shall be
17
<PAGE>
subject to any restrictions or limitations that the Board, in its sole
discretion, deems appropriate.
Article 17. Successors.
All obligations of the Company under the Plan with respect to Awards
granted hereunder 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.
Article 18. Legal Construction
18.1. Gender and Number. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.
18.2. Severability. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.
18.3. Requirements of Law. The granting of Awards and the issuance of
Shares under the Plan 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.
18.4. Securities Law Compliance. With respect to Insiders, transactions
under this Plan are intended to comply with all applicable conditions of Rule
16b-3 or its successors under the 1934 Act. To the extent any provision of the
Plan or action by the Board fails to so comply, it shall be deemed null and
void, to the extent permitted by law and deemed advisable by the Board.
18.5. Governing Law. To the extent not preempted by Federal law, the Plan,
and all agreements hereunder, shall be construed in accordance with and governed
by the laws of the state of New York.
18.6. Special Compensation. Except as otherwise required by law or as
specifically provided in any plan or program maintained by the Company, no
payment under the Plan shall be included or taken into account in determining
any benefit under any pension, thrift, profit sharing, group insurance, or other
benefit plan maintained by the Company.
18.7. Incompetent Payee. If the Board shall find that any individual to
whom any amount is payable under the Plan is found by a court of competent
jurisdiction to be unable to care for his affairs because of illness or
accident, or is a minor, or has died, then the payment due him or his estate
(unless a prior claim thereof has been made by a duly appointed legal
representative) may, if the Board so elects, be paid to his spouse, a child, a
relative, an institution
18
<PAGE>
maintaining or having custody of such individual, or any other individual deemed
by the Board to be a proper recipient on behalf of such individual otherwise
entitled to payment. Any such payment shall constitute a complete discharge of
all liability of the Plan thereof.
18.8. Plan Not an Employment Contract. This Plan is not and shall not be
deemed to constitute a contract of employment between the Company and any
Employee or other individual, nor shall anything herein contained be deemed to
give any Employee or other individual any right to be retained in his employer's
employ or to in any way limit or restrict his employer's right or power to
discharge any Employee or other individual at any time and to treat him without
any regard to the effect which such treatment might have upon him as a
Participant of the Plan.
19
EXHIBIT 5
[LETTERHEAD OF SCHULTE ROTH & ZABEL LLP]
April 20, 1998
The CIT Group, Inc.
1211 Avenue of the Americas
New York, New York 10036
Dear Sirs:
We have acted as counsel to The CIT Group, Inc., a Delaware corporation
(the "Company"), in connection with the preparation and filing by the Company
with the Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"), relating to the offer and sale of an
aggregate of 12,503,000 shares of Class A Common Stock, par value $.01 per
share, of the Company (the "Shares") issuable to participants in the Company's
Long-Term Equity Compensation Plan (the "Plan").
In this capacity, we have examined originals, telecopies or copies,
certified or otherwise identified to our satisfaction, of such records of the
Company and all such agreements, certificates of public officials, certificates
of officers or representatives of the Company and others, and such other
documents, certificates and corporate or other records as we have deemed
necessary or appropriate as a basis for this opinion.
In our examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons signing or delivering any instrument, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents.
Based upon the foregoing, and having regard for such legal considerations
as we deem relevant, we are of the opinion that the Shares have been duly
authorized and, when issued and delivered to plan participants in accordance
with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus which forms a part thereof. In giving such
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Schulte Roth & Zabel LLP
EXHIBIT 23.1
[LETTERHEAD OF KPMG PEAT MARWICK LLP]
INDEPENDENT AUDITORS CONSENT
The Board of Directors
The CIT Group, Inc.:
We consent to the use of our report dated January 28, 1998 relating to the
consolidated balance sheets of The CIT Group, Inc. and subsidiaries as of
December 31, 1997 and 1996, and the related consolidated statements of income,
changes in stockholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1997, incorporated by reference in this
Registration Statement on Form S-8 of The CIT Group, Inc., which report appears
in the December 31, 1997 Annual Report on Form 10-K of The CIT Group, Inc. and
to the reference to our firm under the heading "Experts" in the Registration
Statement on Form S-8.
KPMG PEAT MARWICK LLP
/s/ KPMG PEAT MARWICK LLP
Shorthills, New Jersey
April 17, 1998
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Company"), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a registration
statement on Form S-8:
Hereby acknowledges that the undersigned director of the Company has
reviewed and approved copies of the Company's registration statement on
Form S-8, to be filed with the Securities and Exchange Commission; and
Hereby authorizes ALBERT R. GAMPER, JR., ERNEST D. STEIN, and DONALD J.
RAPSON, and each of them with full power to act without the others, to
execute, in the name and on behalf of the Company and on behalf of the
Principal Executive Officer or Officers and/or the Principal Accounting
Officer and/or any other Officer of the Company, the registration
statement on Form S-8, and any and all amendments thereof, with power
where appropriate to affix the corporate seal of the Company thereto and
to attest to said seal, and to file such report, when so executed,
including any exhibits required in connection therewith, with the
Securities and Exchange Commission; and
Hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN,
and DONALD J. RAPSON, and each of them with full power to act without the
others, his true and lawful attorneys-in-fact and agents, for him and in
his name, place, and stead, in any and all capacities, to sign such Form
S-8 and any and all amendments thereof, and to file such Form S-8 and each
such amendment, with all exhibits thereto, and any and all other documents
in connection therewith, with the Securities and Exchange Commission; and
Hereby grants unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person; and
Hereby ratifies and confirms all that said attorneys-in-fact and agents,
or any of them, may lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 9th
day of April, 1998.
/s/ Albert R. Gamper, Jr.
-------------------------------
Albert R. Gamper, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Company"), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a registration
statement on Form S-8:
Hereby acknowledges that the undersigned director of the Company has
reviewed and approved copies of the Company's registration statement on
Form S-8, to be filed with the Securities and Exchange Commission; and
Hereby authorizes ALBERT R. GAMPER, JR., ERNEST D. STEIN, and DONALD J.
RAPSON, and each of them with full power to act without the others, to
execute, in the name and on behalf of the Company and on behalf of the
Principal Executive Officer or Officers and/or the Principal Accounting
Officer and/or any other Officer of the Company, the registration
statement on Form S-8, and any and all amendments thereof, with power
where appropriate to affix the corporate seal of the Company thereto and
to attest to said seal, and to file such report, when so executed,
including any exhibits required in connection therewith, with the
Securities and Exchange Commission; and
Hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN,
and DONALD J. RAPSON, and each of them with full power to act without the
others, his true and lawful attorneys-in-fact and agents, for him and in
his name, place, and stead, in any and all capacities, to sign such Form
S-8 and any and all amendments thereof, and to file such Form S-8 and each
such amendment, with all exhibits thereto, and any and all other documents
in connection therewith, with the Securities and Exchange Commission; and
Hereby grants unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person; and
Hereby ratifies and confirms all that said attorneys-in-fact and agents,
or any of them, may lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 9th
day of April, 1998.
/s/ Hisao Kobayashi
-------------------------------
Hisao Kobayashi
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Company"), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a registration
statement on Form S-8:
Hereby acknowledges that the undersigned director of the Company has
reviewed and approved copies of the Company's registration statement on
Form S-8, to be filed with the Securities and Exchange Commission; and
Hereby authorizes ALBERT R. GAMPER, JR., ERNEST D. STEIN, and DONALD J.
RAPSON, and each of them with full power to act without the others, to
execute, in the name and on behalf of the Company and on behalf of the
Principal Executive Officer or Officers and/or the Principal Accounting
Officer and/or any other Officer of the Company, the registration
statement on Form S-8, and any and all amendments thereof, with power
where appropriate to affix the corporate seal of the Company thereto and
to attest to said seal, and to file such report, when so executed,
including any exhibits required in connection therewith, with the
Securities and Exchange Commission; and
Hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN,
and DONALD J. RAPSON, and each of them with full power to act without the
others, his true and lawful attorneys-in-fact and agents, for him and in
his name, place, and stead, in any and all capacities, to sign such Form
S-8 and any and all amendments thereof, and to file such Form S-8 and each
such amendment, with all exhibits thereto, and any and all other documents
in connection therewith, with the Securities and Exchange Commission; and
Hereby grants unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person; and
Hereby ratifies and confirms all that said attorneys-in-fact and agents,
or any of them, may lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 9th
day of April, 1998.
/s/ Daniel P. Amos
-------------------------------
Daniel P. Amos
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Company"), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a registration
statement on Form S-8:
Hereby acknowledges that the undersigned director of the Company has
reviewed and approved copies of the Company's registration statement on
Form S-8, to be filed with the Securities and Exchange Commission; and
Hereby authorizes ALBERT R. GAMPER, JR., ERNEST D. STEIN, and DONALD J.
RAPSON, and each of them with full power to act without the others, to
execute, in the name and on behalf of the Company and on behalf of the
Principal Executive Officer or Officers and/or the Principal Accounting
Officer and/or any other Officer of the Company, the registration
statement on Form S-8, and any and all amendments thereof, with power
where appropriate to affix the corporate seal of the Company thereto and
to attest to said seal, and to file such report, when so executed,
including any exhibits required in connection therewith, with the
Securities and Exchange Commission; and
Hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN,
and DONALD J. RAPSON, and each of them with full power to act without the
others, his true and lawful attorneys-in-fact and agents, for him and in
his name, place, and stead, in any and all capacities, to sign such Form
S-8 and any and all amendments thereof, and to file such Form S-8 and each
such amendment, with all exhibits thereto, and any and all other documents
in connection therewith, with the Securities and Exchange Commission; and
Hereby grants unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person; and
Hereby ratifies and confirms all that said attorneys-in-fact and agents,
or any of them, may lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 9th
day of April, 1998.
/s/ Yoshiro Aoki
-------------------------------
Yoshiro Aoki
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Company"), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a registration
statement on Form S-8:
Hereby acknowledges that the undersigned director of the Company has
reviewed and approved copies of the Company's registration statement on
Form S-8, to be filed with the Securities and Exchange Commission; and
Hereby authorizes ALBERT R. GAMPER, JR., ERNEST D. STEIN, and DONALD J.
RAPSON, and each of them with full power to act without the others, to
execute, in the name and on behalf of the Company and on behalf of the
Principal Executive Officer or Officers and/or the Principal Accounting
Officer and/or any other Officer of the Company, the registration
statement on Form S-8, and any and all amendments thereof, with power
where appropriate to affix the corporate seal of the Company thereto and
to attest to said seal, and to file such report, when so executed,
including any exhibits required in connection therewith, with the
Securities and Exchange Commission; and
Hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN,
and DONALD J. RAPSON, and each of them with full power to act without the
others, his true and lawful attorneys-in-fact and agents, for him and in
his name, place, and stead, in any and all capacities, to sign such Form
S-8 and any and all amendments thereof, and to file such Form S-8 and each
such amendment, with all exhibits thereto, and any and all other documents
in connection therewith, with the Securities and Exchange Commission; and
Hereby grants unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person; and
Hereby ratifies and confirms all that said attorneys-in-fact and agents,
or any of them, may lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 9th
day of April, 1998.
/s/ Takasuke Kaneko
-------------------------------
Takasuke Kaneko
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Company"), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a registration
statement on Form S-8:
Hereby acknowledges that the undersigned director of the Company has
reviewed and approved copies of the Company's registration statement on
Form S-8, to be filed with the Securities and Exchange Commission; and
Hereby authorizes ALBERT R. GAMPER, JR., ERNEST D. STEIN, and DONALD J.
RAPSON, and each of them with full power to act without the others, to
execute, in the name and on behalf of the Company and on behalf of the
Principal Executive Officer or Officers and/or the Principal Accounting
Officer and/or any other Officer of the Company, the registration
statement on Form S-8, and any and all amendments thereof, with power
where appropriate to affix the corporate seal of the Company thereto and
to attest to said seal, and to file such report, when so executed,
including any exhibits required in connection therewith, with the
Securities and Exchange Commission; and
Hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN,
and DONALD J. RAPSON, and each of them with full power to act without the
others, his true and lawful attorneys-in-fact and agents, for him and in
his name, place, and stead, in any and all capacities, to sign such Form
S-8 and any and all amendments thereof, and to file such Form S-8 and each
such amendment, with all exhibits thereto, and any and all other documents
in connection therewith, with the Securities and Exchange Commission; and
Hereby grants unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person; and
Hereby ratifies and confirms all that said attorneys-in-fact and agents,
or any of them, may lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 9th
day of April, 1998.
/s/ Joseph A. Pollicino
-------------------------------
Joseph A. Pollicino
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Company"), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a registration
statement on Form S-8:
Hereby acknowledges that the undersigned director of the Company has
reviewed and approved copies of the Company's registration statement on
Form S-8, to be filed with the Securities and Exchange Commission; and
Hereby authorizes ALBERT R. GAMPER, JR., ERNEST D. STEIN, and DONALD J.
RAPSON, and each of them with full power to act without the others, to
execute, in the name and on behalf of the Company and on behalf of the
Principal Executive Officer or Officers and/or the Principal Accounting
Officer and/or any other Officer of the Company, the registration
statement on Form S-8, and any and all amendments thereof, with power
where appropriate to affix the corporate seal of the Company thereto and
to attest to said seal, and to file such report, when so executed,
including any exhibits required in connection therewith, with the
Securities and Exchange Commission; and
Hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN,
and DONALD J. RAPSON, and each of them with full power to act without the
others, his true and lawful attorneys-in-fact and agents, for him and in
his name, place, and stead, in any and all capacities, to sign such Form
S-8 and any and all amendments thereof, and to file such Form S-8 and each
such amendment, with all exhibits thereto, and any and all other documents
in connection therewith, with the Securities and Exchange Commission; and
Hereby grants unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person; and
Hereby ratifies and confirms all that said attorneys-in-fact and agents,
or any of them, may lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 9th
day of April, 1998.
/s/ Paul N. Roth
-------------------------------
Paul N. Roth
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Company"), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a registration
statement on Form S-8:
Hereby acknowledges that the undersigned director of the Company has
reviewed and approved copies of the Company's registration statement on
Form S-8, to be filed with the Securities and Exchange Commission; and
Hereby authorizes ALBERT R. GAMPER, JR., ERNEST D. STEIN, and DONALD J.
RAPSON, and each of them with full power to act without the others, to
execute, in the name and on behalf of the Company and on behalf of the
Principal Executive Officer or Officers and/or the Principal Accounting
Officer and/or any other Officer of the Company, the registration
statement on Form S-8, and any and all amendments thereof, with power
where appropriate to affix the corporate seal of the Company thereto and
to attest to said seal, and to file such report, when so executed,
including any exhibits required in connection therewith, with the
Securities and Exchange Commission; and
Hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN,
and DONALD J. RAPSON, and each of them with full power to act without the
others, his true and lawful attorneys-in-fact and agents, for him and in
his name, place, and stead, in any and all capacities, to sign such Form
S-8 and any and all amendments thereof, and to file such Form S-8 and each
such amendment, with all exhibits thereto, and any and all other documents
in connection therewith, with the Securities and Exchange Commission; and
Hereby grants unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person; and
Hereby ratifies and confirms all that said attorneys-in-fact and agents,
or any of them, may lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 9th
day of April, 1998.
/s/ Peter J. Tobin
-------------------------------
Peter J. Tobin
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Company"), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a registration
statement on Form S-8:
Hereby acknowledges that the undersigned director of the Company has
reviewed and approved copies of the Company's registration statement on
Form S-8, to be filed with the Securities and Exchange Commission; and
Hereby authorizes ALBERT R. GAMPER, JR., ERNEST D. STEIN, and DONALD J.
RAPSON, and each of them with full power to act without the others, to
execute, in the name and on behalf of the Company and on behalf of the
Principal Executive Officer or Officers and/or the Principal Accounting
Officer and/or any other Officer of the Company, the registration
statement on Form S-8, and any and all amendments thereof, with power
where appropriate to affix the corporate seal of the Company thereto and
to attest to said seal, and to file such report, when so executed,
including any exhibits required in connection therewith, with the
Securities and Exchange Commission; and
Hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN,
and DONALD J. RAPSON, and each of them with full power to act without the
others, his true and lawful attorneys-in-fact and agents, for him and in
his name, place, and stead, in any and all capacities, to sign such Form
S-8 and any and all amendments thereof, and to file such Form S-8 and each
such amendment, with all exhibits thereto, and any and all other documents
in connection therewith, with the Securities and Exchange Commission; and
Hereby grants unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person; and
Hereby ratifies and confirms all that said attorneys-in-fact and agents,
or any of them, may lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 9th
day of April, 1998.
/s/ Tohru Tonoike
-------------------------------
Tohru Tonoike
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Company"), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a registration
statement on Form S-8:
Hereby acknowledges that the undersigned director of the Company has
reviewed and approved copies of the Company's registration statement on
Form S-8, to be filed with the Securities and Exchange Commission; and
Hereby authorizes ALBERT R. GAMPER, JR., ERNEST D. STEIN, and DONALD J.
RAPSON, and each of them with full power to act without the others, to
execute, in the name and on behalf of the Company and on behalf of the
Principal Executive Officer or Officers and/or the Principal Accounting
Officer and/or any other Officer of the Company, the registration
statement on Form S-8, and any and all amendments thereof, with power
where appropriate to affix the corporate seal of the Company thereto and
to attest to said seal, and to file such report, when so executed,
including any exhibits required in connection therewith, with the
Securities and Exchange Commission; and
Hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN,
and DONALD J. RAPSON, and each of them with full power to act without the
others, his true and lawful attorneys-in-fact and agents, for him and in
his name, place, and stead, in any and all capacities, to sign such Form
S-8 and any and all amendments thereof, and to file such Form S-8 and each
such amendment, with all exhibits thereto, and any and all other documents
in connection therewith, with the Securities and Exchange Commission; and
Hereby grants unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person; and
Hereby ratifies and confirms all that said attorneys-in-fact and agents,
or any of them, may lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 9th
day of April, 1998.
/s/ Alan F. White
-------------------------------
Alan F. White
