As filed with the Securities and Exchange Commission
on November 16, 1999
Registration Statement No. 333-50499
FORM S-8
POST-EFFECTIVE AMENDMENT NO. 1
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 (I.R.S. Employer
of incorporation 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.
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 aggregate registration
to be registered registered price offering fee
(1) per price(2)
share(2)
______________________________________________________________________________
Common Stock,
$.01 par value per 11,297,000 $22.69 $256,328,930 $71,259.44
share
<PAGE>
(1) Maximum number of shares authorized for issuance pursuant to the Long-
Term Equity Compensation Plan (the "Plan") of The CIT Group, Inc. Also
registered hereunder are such additional number of shares of Common Stock
("Common Stock"), presently undeterminable, as may be necessary to satisfy the
antidilution provisions of 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"), and based on the average of the high and low prices of the
Common Stock as reported on the New York Stock Exchange on November 12, 1999.
<PAGE>
INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT
The CIT Group, Inc. (the "Registrant"), files this Registration
Statement pursuant to Instruction E of Form S-8 and incorporates by reference
the contents of the previous Registration Statement filed by the Registrant on
Form S-8 (Registration No. 333-50499). The current registration of 11,297,000
shares of common stock will increase the number of shares registered for
issuance under the Registrant's Long-Term Equity Compensation Plan to
23,800,000 shares.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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, as amended
and restated as of October 26, 1999.
5 Opinion of Schulte Roth & Zabel LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Ernst and Young LLP.
23.3 Consent of Schulte Roth & Zabel LLP (included in Exhibit 5).
24 Powers of Attorney.
<PAGE>
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 City of New York, State of New York, on this
12th day of November, 1999.
THE CIT GROUP, INC.
By: /s/ Ernest D. Stein
________________________________
Ernest D. Stein
Executive Vice President,
General Counsel & Secretary
<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 12th day of November, 1999.
*By: /s/ Ernest D. Stein
__________________________
Ernest D. Stein
Attorney-in Fact
Signature and Title
/s/ Albert R. Gamper, Jr.*
______________________________
Albert R. Gamper, Jr.
President, Chief Executive Officer
and Director (principal executive officer)
/s/ Joseph M. Leone*
______________________________
Joseph M. Leone
Executive Vice President and
Chief Financial Officer
(principal financial and accounting officer)
/s/ Daniel P. Amos*
______________________________
Daniel P. Amos
Director
/s/ Anthea Disney*
______________________________
Anthea Disney
Director
/s/ Takasuke Kaneko*
______________________________
Takasuke Kaneko
Director
/s/ Hisao Kobayashi*
______________________________
Hisao Kobayashi
Director
/s/ William M. O'Grady*
______________________________
William M. O'Grady
Director
/s/ Joseph A. Pollicino*
______________________________
Joseph A. Pollicino
Director
/s/ Paul N. Roth*
______________________________
Paul N. Roth
Director
<PAGE>
/s/ Peter J. Tobin*
______________________________
Peter J. Tobin
Director
/s/ Tohru Tonoike*
______________________________
Tohru Tonoike
Director
/s/ Keiji Torii*
______________________________
Keiji Torii
Director
/s/ Alan F. White*
______________________________
Alan F. White
Director
Original powers of attorney authorizing Albert R. Gamper, Jr., Ernest D.
Stein, and Anne Beroza and each of them to sign this Registration Statement
and amendments hereto on behalf of the directors and officers of the
Registrant indicated above are held by the Registrant and available for
examination pursuant to Item 302(b) of Regulation S-T.
Pursuant to the requirements of the Securities Act of 1933, the Company's
Employee Benefit Plans 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
City of New York, State of New York, on this 12th day of November, 1999.
THE CIT GROUP, INC.
LONG-TERM EQUITY COMPENSATION PLAN
By: /s/ Daniel P. Amos
_____________________________
Name: Daniel P. Amos
Title: Chairman of the Compensation
Committee, as Plan
Administrator
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit
_______ _______
4 The CIT Group, Inc. Long-Term Equity Compensation Plan, amended
and restated as of October 26, 1999.
5 Opinion of Schulte Roth & Zabel LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Ernst and Young LLP.
23.3 Consent of Schulte Roth & Zabel LLP (included in Exhibit 5).
24 Powers of Attorney.
<PAGE>
EXHIBIT 4
The CIT Group, Inc.
Long-Term Equity Compensation Plan
Amended and Restated
as of October 26, 1999
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 Annual Incentive
Awards, Nonqualified Stock Options, Incentive Stock Options, Stock
Appreciation Rights, Restricted Stock, Performance Shares and Performance
Units.
The Plan became effective as of November 1, 1997 (the "Effective
Date"). The Plan has been amended and restated as of October 26, 1999 with
respect to awards made on or after such 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 Compensation Committee of the Board of
Directors of the Company to amend or terminate the Plan at any time pursuant
to Article 14 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.
<PAGE>
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.
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"
(a) Any Person 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.
<PAGE>
2.10. "Covered Employee" means any Participant who is designated
by the Committee prior to the date that the Committee establishes the
Performance Targets for a Plan Year, to be a "covered employee" within the
meaning of Code Section 162(m).
2.11. "Director" means any individual who is a member of the
Board of Directors.
2.12. "Disability" means a physical or mental impairment
sufficient to make an individual eligible for benefits under the Company's
Long-Term Disability Plan.
2.13. "Effective Date" shall have the meaning ascribed to such
term in Section 1.1 hereof.
2.14. "Employee" means any individual who is an employee of the
Company or any Subsidiary.
2.15. "Exchange Act" means the Securities Exchange Act of 1934,
as amended from time to time, or any successor thereto.
2.16. "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.
2.17. "Freestanding SAR" means an SAR that is granted
independently of any Options, as described in Article 8 herein.
2.18. "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.
2.19. "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.
2.20. "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.
2.21. "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.
<PAGE>
2.22. "Option" means an Incentive Stock Option or a Nonqualified
Stock Option.
2.23. "Option Price" means the price at which a Share may be
purchased by a Participant pursuant to an Option.
2.24. "Participant" means an Employee or Director designated by
the Committee to participate in the Plan.
2.25. "Performance Share" means an Award granted to a
Participant, as described in Article 10 herein.
2.26. "Performance Target" means a Company goal which shall be
equal to a desired level or levels for any Plan Year or Plan Years of any or a
combination of the following criteria on an absolute or relative basis and,
where applicable, measured before or after interest, depreciation,
amortization, service fees, extraordinary items and/or special items: (i) pre-
tax earnings, (ii) operating earnings, (iii) after-tax earnings, (iv) return
on investment, (v) earned value added, (vi) earnings per share, (vii)
revenues, (viii) cash flow or cash flow on investment, (ix) return on assets
or return on net assets, (x) return on capital, (xi) return on equity, (xii)
return on sales, (xiii) operating margin, (xiv) total shareholder return or
stock price appreciation or (xv) net income, in each case determined in
accordance with generally accepted accounting principles (subject to
modifications approved by the Committee) consistently applied for the Company
on a divisional, subsidiary or consolidated basis or any combination thereof.
2.27. "Performance Unit" means an Award granted to a
Participant, as described in Article 10 herein.
2.28. "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 a Performance Target, if applicable, or
upon the occurrence of other events as determined by the Committee, at its
discretion), and the Shares are subject to a substantial risk of forfeiture,
as provided in Article 9 herein.
2.29. "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.
2.30. "Plan" means The CIT Group, Inc. Long-Term Equity
Compensation Plan.
2.31. "Plan Year" means the fiscal year of the Company.
2.32. "Restricted Stock" means an Award of Shares granted to a
Participant pursuant to Article 9 herein.
2.33. "Retirement" shall have the meaning ascribed to such term
in The CIT Group, Inc. Retirement Plan.
<PAGE>
2.34. "Shares" means the shares of Class A common stock of the
Company par value $.01 per Share.
2.35. "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.
2.36. "Subsidiary" means any corporation, partnership, joint
venture, or other entity which is consolidated with the Company for financial
reporting purposes, provided that for ISOs, "Subsidiary" has the meaning set
forth in Code Section 422.
2.37. "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
Committee.
3.2. Authority of the Administrator. Except as limited by law
or by the Certificate of Incorporation or Bylaws of the Company, and subject
to the provisions of the Plan, the Committee 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 Committee may deem appropriate for the
proper administration or operation of the Plan; (e) subject to the provisions
of Article 14, amend the terms and conditions of any outstanding Award to the
extent such terms and conditions are within the discretion of the Committee 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 and to the extent permitted by
Code Section 162(m), the Committee may delegate to any 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. Determination of Performance Target. The Committee shall
adopt in writing each year, within 90 days of such year, the applicable
Performance Target that must be achieved in order to receive Annual Incentive
Awards, Shares of Restricted Stock (if applicable) or Performance Units and
Performance Shares under the Plan.
<PAGE>
3.4. Decisions Binding. All determinations, interpretations,
decisions or other actions made or taken by the Committee pursuant to the
provisions of the Plan and all related orders and resolutions of the Committee
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 this Section 4.1 and Section 4.3 herein, the maximum
number of Shares with respect to which Awards may be granted to Participants
under the Plan shall be 23.8 million of the Company's total outstanding shares
of all classes of common stock of the Company, plus (i) the number of Shares
pursuant to options that are not granted to participants or are canceled,
terminate, expire or lapse for any reason without the issuance of Shares or
payment in respect thereof under the terms of The CIT Group, Inc. Transition
Option Plan (the "Transition Option Plan"), reduced by (ii) the number of
Shares granted pursuant to options under the Transition Option Plan in excess
of 5.1 million, if any. 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 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 Committee, 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 Annual Incentive Award pool
for each Plan Year for Covered Employees shall be the sum of (i)
3% of the consolidated pre-tax earnings of the Company (the
<PAGE>
"Annual Pool") and (ii) an amount not to exceed $2 million of the
remaining portion of the preceding Plan Year's Annual Pool, if
any, that was not paid to Covered Employees in the preceding Plan
Year ((the "Carryover Amount"), together (the "Total Pool")). The
maximum aggregate payout with respect to Annual Incentive Awards
granted in any one Plan Year to any one Covered Employee shall not
exceed (i) 30% of the Annual Pool plus (ii) one half of the
Carryover Amount and in no event shall Covered Employees, as a
group, receive Annual Incentive Awards in excess of 100% of the
Total Pool for a Plan Year. If such 100% limitation is exceeded,
each Covered Employee's Annual Incentive Award shall be reduced
pro rata.
(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 Plan 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 Plan 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 Plan 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
grant with respect to Awards of Performance Shares or Performance
Units granted in any one Plan Year to any one Participant shall be
100% of the maximum number of Shares provided under Section 4.1.
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 Committee may, from time to time, select from all eligible Employees
and Directors, those to whom Awards shall be granted and shall determine the
nature, amount and terms and conditions of each Award.
Article 6. Annual Incentive Awards
6.1. General. Subject to the provisions of the Plan, the
Committee 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
Committee may determine.
<PAGE>
6.2. Determination of Annual Incentive Awards. The Committee
shall determine the Annual Incentive Award, if any, subject to the attainment
of the Performance Target and the maximum Annual Incentive Award limit
specified in Section 4.4, payable to each Participant. As soon as practicable
after the close of each Plan Year, the Committee shall determine with respect
to each Participant whether and the extent to which any applicable Performance
Targets were attained or exceeded.
6.3. 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 Committee
shall determine.
6.4. Termination of Employment with the Company.
(a) Subject to Section 6.5(b) hereto and the provisions of
Article 13, 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 Committee 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 11 hereto, in such
amount as the Committee in its discretion deems appropriate.
6.5. Nontransferability of Annual Incentive Award. No right to
an 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.
6.6. Adjustment. If any Performance Target or other criterion
upon which Annual Incentive Awards for any Plan Year or Plan Years is based
shall have been affected by special factors (including material changes in
accounting policies or practices, material acquisitions or dispositions of
property, or other unusual or unplanned items) which in the Committee's
judgment should or should not be taken into account, in whole or in part, in
the equitable administration of the Plan, the Committee may, for any purpose
of the Plan, adjust the Performance Target or criterion for such Plan Year or
Plan Years (and subsequent Plan Years, as appropriate) and make credits,
payments and reductions accordingly under the Plan; provided, however, that
the Committee shall not have the authority to make any such adjustments with
respect to Annual Incentive Awards paid to any Participant who is at such time
a Covered Employee.
Article 7. Stock Options
7.1. Grant of Options. Subject to the terms and provisions of
the Plan, Options may be granted to Participants in such number, and upon such
terms, and at any time and from time to time as shall be determined by the
<PAGE>
Committee, 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 Committee 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 a Participant 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 Committee 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 Committee 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 notice of exercise to the Company or its
designee, 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 or its designee in full either (a) in cash or its equivalent, or
(b) by tendering previously acquired Shares having an aggregate Fair 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).
<PAGE>
The Committee 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 Committee 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 Committee
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 Committee 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 with the Company. Subject to the
provisions of Article 13, 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 Committee, 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 with the Company.
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 descent and distribution; provided, however, Participants
who are executive officers of the Company, may in the Committee's
sole discretion, transfer a NQSO to a member of such Participant's
immediate family or to a trust for the benefit of such
Participant's immediate family pursuant to the provisions of
Revenue Ruling 98-21. Further, except as otherwise provided in a
Participant's Award Agreement or with respect to the immediate
<PAGE>
family member or trust established for the immediate family of an
executive officer of the Company, as determined by the Committee,
in its sole discretion, 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 Committee. The Committee may grant Freestanding
SARs, Tandem SARs, or any combination of these forms of SAR.
The Committee 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 Committee, 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 Committee shall determine.
8.5. Term of SARs. The term of an SAR granted under the Plan
shall be determined by the Committee, in its sole discretion; provided,
however, that such term shall not exceed ten (10) years.
<PAGE>
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 Committee may impose such conditions on exercise of
an SAR (including, without limitation, the right of the Committee 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 with the Company. Subject to the
provisions of Article 13, 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 Committee,
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 with the
Company.
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.
Article 9. Restricted Stock
9.1. Grant of Restricted Stock. Subject to the terms and
provisions of the Plan, the Committee, at any time and from time to time, may
grant Shares of Restricted Stock to Participants in such amounts as the
Committee shall determine upon the attainment of the Performance Target, if
applicable. As soon as practicable after the close of each Plan Year, the
Committee shall determine with respect to each Participant whether and the
extent to which any applicable Performance Targets were attained or exceeded.
<PAGE>
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 Committee shall determine.
Restrictions on Restricted Stock shall lapse at such time(s) and in such
manner and subject to such conditions as the Committee 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 Committee and specified in
the Restricted Stock Award Agreement, or upon earlier satisfaction of any
other conditions, as specified by the Committee 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. The Committee 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, time-based restrictions on vesting following the
attainment of the Performance Target, if applicable, 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.
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 Committee may apply any
restrictions to the dividends that the Committee 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
<PAGE>
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 with the Company. Subject to the
provisions of Article 13, 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 Committee, 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 with the
Company.
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 Committee upon the attainment of
the Performance Target. 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 Performance
Target which payment of such Performance Shares and/or Performance Units
depends, the time period during which the Performance Target must be met (the
"Performance Period"), the number of Performance Shares and/or Performance
Units awarded and such other terms and conditions as the Committee may
determine.
10.2. Value of Performance Units/Shares. Each Performance Unit
shall have an initial value that is established by the Committee 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 Target has been achieved. As soon as practicable
after the close of each Plan Year, the Committee shall determine with respect
to each Participant whether and the extent to which any applicable Performance
Targets were attained or exceeded.
10.4. Payment of Performance Shares/Units. As soon as
practicable after the end of a Performance Period, if the applicable
Performance Target for that Performance Period have been achieved, 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
<PAGE>
of the Performance Period by reference to the achievement of the applicable
Performance Target. The Committee 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 Committee 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 with the Company. Subject to
the provisions of Article 13, 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 Committee, 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 with the Company.
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. Beneficiary Designation
The beneficiary or beneficiaries of the Participant 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 shall be determined under the
Company's Group Life Insurance Plan. A Participant under the Plan may, from
time to time, name any beneficiary or beneficiaries to receive any benefit 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, including the beneficiary designated under the Company's Group
Life Insurance Plan, and will be effective only when filed by the Participant
in writing (in such form or manner as may be prescribed by the Committee) with
the Company during the Participant's lifetime. In the absence of a valid
designation under the Company's Group Life Insurance Plan or otherwise, if no
validly designated beneficiary survives the Participant or if each surviving
validly designated beneficiary is legally impaired or prohibited from taking,
the Participant's beneficiary shall be the Participant's estate.
<PAGE>
Article 12. Deferrals
The Committee 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 Committee shall, in its sole discretion, establish rules and
procedures for such payment deferrals.
Article 13. Termination of Employment with the Company After a
Change of Control
13.1. 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 Performance Target with respect to all outstanding
Awards of Annual Incentive Awards, Restricted Stock, Performance
Units and Performance Shares shall be deemed to have been attained
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.
13.2. 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
<PAGE>
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.
13.3. Discretionary Vesting upon a Change of Control.
Notwithstanding the provisions of Section 13.1 and Section 13.2 of the Plan,
the Board may, in its sole discretion, prior to the date of a Change of
Control, accelerate the vesting of any Award granted to a Participant under
the Plan upon a Change of Control.
13.4. 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 13 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 Committee, may terminate, amend or modify this Article
13 at any time and from time to time prior to the date of a Change of Control.
Article 14. Amendment, Adjustment, and Termination.
14.1. Amendment and Termination. Subject to Section 14.3, the
Committee 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 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.
14.2. Adjustment of Awards. Subject to Section 14.3, the
Committee 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 Committee determines that such adjustments are appropriate.
14.3. 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 Committee 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.
<PAGE>
14.4. 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 Committee determines that such compliance is not desired with
respect to any Award of Restricted Stock, 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 Committee may, subject to this Article
14, make any adjustments it deems appropriate.
Article 15 Withholding.
15.1. 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.
15.2. 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 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 such
form as the Committee shall designate, and shall be subject to any
restrictions or limitations that the Committee, in its sole discretion, deems
appropriate.
Article 16. 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 17. Legal Construction.
17.1. 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.
17.2. 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.
<PAGE>
17.3. 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.
17.4. 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 Committee fails to so comply, it shall
be deemed null and void, to the extent permitted by law and deemed advisable
by the Committee.
17.5. 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.
17.6. 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.
17.7. Incompetent Payee. If the Committee 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 Committee so elects, be paid to his spouse, a
child, a relative, an institution maintaining or having custody of such
individual, or any other individual deemed by the Committee 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.
17.8. 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 such Employee without any regard to the effect which such treatment
might have upon him as a Participant of the Plan.
