Exhibit 10.20
For Executives with Employment Contracts
CIT Group Inc.
Long-Term Incentive Plan
Performance Share Award Agreement
"Participant":
"Date of Award": [__________], 2007
This Award Agreement, effective as of the Date of Award set forth above,
sets forth the grant of Performance Shares by CIT Group Inc., a Delaware
corporation (the "Company"), to the Participant named above, pursuant to the
provisions of the CIT Group Inc. Long-Term Incentive Plan, as amended from time
to time (the "Plan"). All capitalized terms shall have the meanings ascribed to
them in the Plan, unless specifically set forth otherwise herein.
The parties hereto agree as follows:
(A) Grant of Performance Shares. The Company hereby grants to the
Participant Performance Shares in the manner and subject to
the terms and conditions of the Plan and this Award Agreement
as follows:
(1) "Target Performance Share Grant": _____________ Shares.
(2) "Performance Leverage Factor Grid" as set forth in
Exhibit A.
(3) "Performance Period": January 1, 2007 - December 31,
2009.
(4) The final number of Performance Shares actually awarded
at the end of the Performance Period, if any, shall be
based on the attainment of specified levels of the
Performance Measures set forth on the Performance
Leverage Factor Grid and shall equal the sum of:
(i) The Target Performance Share Grant multiplied by
the applicable ROCE Performance Leverage Factor
set forth on Exhibit A; and
(ii) The Target Performance Share Grant multiplied by
the applicable EPS Performance Leverage Factor set
forth on Exhibit A.
(B) Payment for Performance Shares.
(1) As soon as administratively practicable after the end of
the Performance Period, the Committee shall determine
the level
attained for each Performance Measure. At such time, the
Participant shall be awarded the final number of
Performance Shares as determined under Section A(4).
Each final Performance Share represents the unsecured
right to receive one Share. Each Performance Share shall
be paid as soon as administratively practicable
following the end of the Performance Period, but in any
event not later than March 15, 2010 (the "Payment
Date").
(2) The final Performance Shares may be paid in Shares, in
cash in an amount equal to the number of final
Performance Shares multiplied by the Fair Market Value
of a Share as of the last day of the Performance Period,
or in a combination of cash and Shares, as determined by
the Committee.
(3) If during the Performance Period dividends with respect
to Shares are declared or paid by the Company, the
Participant shall be entitled to receive dividend
equivalents in an amount equal to the cumulative
dividends declared or paid on a Share during the
Performance Period multiplied by the number of final
Performance Shares awarded to the Participant. Subject
to Section F, the dividend equivalents shall be paid in
cash on the Payment Date. If the Participant's
employment terminates during the Performance Period for
any reason set forth in Sections C(1) or C(2) of this
Award Agreement or if a Change of Control occurs, the
Participant shall be entitled to receive dividend
equivalents in an amount equal to (i) the cumulative
dividends declared or paid on a Share during the period
beginning on the first day of the Performance Period and
ending on the last day of the month during which the
termination of employment or Change of Control, as
applicable, occurs multiplied by (ii) the number of
final Performance Shares.
(4) A Participant may elect to defer the payment of Shares
or cash pursuant to Sections B(1), B(2) and B(3) above
as provided in Section F of this Award Agreement.
(C) Termination of Employment.
(1) If the Participant's employment with the Company and its
Affiliates (the "Company Group") terminates during the
Performance Period due to the Participant's death or
Disability (as defined below), the Performance Shares
shall vest and the final number of Performance Shares
awarded to the Participant shall be equal to the number
of Target Performance Shares as set forth under Section
A(1). The final Performance Shares shall be paid to the
Participant as soon as administratively practicable
following the date of the Participant's termination of
employment (and in any event no later than March 15th of
the calendar year following the
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calendar year in which the Participant's employment
terminates in Shares or in cash, as determined in
accordance with Section B(2). Except as otherwise set
forth in Section F hereof, "Disability" shall have the
meaning ascribed to it in the Employment Agreement
between the Company and the Participant in effect on the
Date of Award (the "Employment Agreement").
(2) If the Participant's employment with the Company Group
terminates during the Performance Period by the
Participant for "Good Reason" or by the Company Group
without "Cause" (each as defined in the Employment
Agreement), the Performance Shares shall vest and the
final number of Performance Shares awarded to the
Participant shall be equal to the number of Target
Performance Shares as set forth under Section A(1). The
Performance Shares shall be paid to the Participant as
soon as administratively practicable following the date
of the Participant's termination of employment (and in
any event no later than March 15th of the year following
the year in which the Participant's employment
terminates) in Shares or in cash, as determined in
accordance with Section B(2).
(3) In the event the Participant's employment with the
Company Group is terminated by reason of the
Participant's Retirement (as defined in the Employment
Agreement) on or prior to the last day of the
Performance Period, the Participant shall be deemed to
remain employed by the Company Group through the last
day of the Performance Period, for the purposes of this
Award Agreement, and the final number of Performance
Shares actually awarded at the end of the Performance
Period, if any, shall be determined based on both the
number of months during the Performance Period in which
the Participant is employed and the level of the
Performance Measure attained and shall equal the sum of:
(A) (i)(x) the Target Performance Share Grant, divided
by (y) the number of months in the Performance
Period, multiplied by (ii) the number of months
transpired between the first day of the
Performance Period and the last day of the month
in which the termination occurred, multiplied by
(iii) the applicable ROCE Performance Leverage
Factor set forth on Exhibit A; and
(B) (i)(x) the Target Performance Share Grant divided
by (y) the number of months in the Performance
Period, multiplied by (ii) the number of months
transpired between the first day of the
Performance Period and the last day of the month
in which the termination occurred, multiplied by
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(iii) the applicable EPS Performance Leverage
Factor set forth on Exhibit A.
Payment of the final Performance Shares shall be made in
accordance with Sections B(1) and (2) of this Award
Agreement.
(4) If the Participant's employment with the Company Group
terminates during the Performance Period for any reason
other than as set forth in Sections C(1), C(2) and C(3),
the Performance Shares shall be cancelled and the
Participant shall not be entitled to receive any
payments with respect to the Performance Shares.
(D) Change of Control. Notwithstanding any provision contained in
the Plan or this Award Agreement to the contrary, upon a
Change of Control prior to the Participant's termination of
employment, the Performance Shares shall vest and the
Participant shall be awarded a number of Performance Shares
equal to the Target Performance Share Grant. The Performance
Shares shall be paid in accordance with Section B(2) on (or as
soon as administratively practicable following) the effective
date of the Change of Control.
(E) Transferability. Performance Shares are not transferable other
than by last will and testament, by the laws of descent and
distribution, pursuant to a domestic relations order, or as
otherwise permitted under Section 12 of the Plan. Further,
except as set forth in Section 12(b) of the Plan, a
Participant's rights under the Plan shall be exercisable
during the Participant's lifetime only by the Participant, or
in the event of the Participant's legal incapacity, the
Participant's legal guardian or representative.
(F) Deferral Election.
(1) Deferral Elections. The following rules shall apply to
any deferral elections made by the Participant:
a. The Participant may elect to defer all or any
portion of the Shares or cash he would otherwise
receive pursuant to Sections B(1), B(2) and B(3)
of this Award Agreement by completing and
submitting a deferral election form (in a form
provided by the Company) no later than June 30,
2008 or such other time determined by the Company.
b. Deferral elections shall continue in effect until
a written election to revoke or change such
deferral election is received by the Company,
except that a written election to revoke or change
such deferral election must be made no
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later than June 30, 2008 or such other time
determined by the Company.
(2) Distributions Pursuant to Deferral Elections. Any Shares
or cash (including any gains or losses resulting from
the investment of cash during the deferral period and
any credits corresponding to dividends pursuant to
Section (F)(6)) deferred under this Award Agreement
shall be distributed in a single lump-sum distribution
on the last business day of the month following the
month in which the earliest of the following events
occurs (or as soon as administratively practicable
thereafter):
(i) the Participant's "Separation from Service" (as
defined under Section 409A of the Internal Revenue
Code of 1986, as amended, and the regulations and
guidance promulgated thereunder ("Section 409A");
(ii) a fixed date specified by the Participant at the
time the Participant makes a deferral election,
which date may not be prior to the fifth (5th)
anniversary of the Payment Date;
(iii) the Participant's Disability (as provided in
Section F(3) below); or
(iv) the Participant's death.
Share deferrals shall be paid in Shares and cash
deferrals shall be paid in cash.
(3) Disability. At the time that a Participant elects to
defer the receipt of Shares or cash pursuant to Section
F(1) above, the Participant shall make an election with
respect to the treatment of the deferred Shares or cash
in the event of his or her Disability. The Participant
may elect (x) to receive distribution of the deferred
Shares or cash in the event of his Disability, or (y)
notwithstanding his or her Disability, to receive
distribution of the deferred Shares or cash upon the
occurrence of an event set forth in Subsections
F(2)(a)(i), (ii) or (iv) above. For purposes of this
Section F, "Disability" shall have the meaning set forth
in Section C(1); however, to the extent a "Disability"
event does not also constitute a "Disability" as defined
in Section 409A, such Disability event shall not
constitute a Disability for purposes of this Section F.
(4) Notwithstanding anything to the contrary in this Award
Agreement or the Plan, to the extent that the
Participant is a "Specified Employee" (as defined under
Section 409A) as determined by the
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Committee in accordance with the procedures it adopts
from time to time, no payment or distribution of any
amounts under this Section F may be made before the
first business day following the six (6) month
anniversary from the Participant's Separation from
Service or, if earlier, the date of the Participant's
death.
(5) Unforeseeable Emergency. The Committee may, in its sole
and absolute discretion and subject to the requirements
and restrictions under Section 409A, make a partial or
total distribution of the Shares or cash deferred by a
Participant upon the Participant's request and a
demonstration by the Participant of an "Unforeseeable
Emergency" (as defined in Section 409A).
(6) Investments; Dividends. All cash deferrals shall be
deemed invested in Shares based on the Fair Market Value
of the Shares on the Payment Date. During the period of
deferral, the Participant's deferral account shall be
credited with regular dividends paid with respect to the
deferred Shares. All cash dividends shall be deemed
reinvested in Shares based on the Fair Market Value of
the Shares on the date the dividend is paid.
(7) Change of Control. Notwithstanding anything to the
contrary in the Plan or Award Agreement, no provision of
this Section F may be amended or modified during the two
(2) year period following a Change of Control.
(8) Terms and Conditions of Deferrals. The deferrals made
pursuant to this Section F shall be subject to such
other terms and conditions determined by the Committee
and set forth in a deferral election form and related
documents.
(G) Miscellaneous.
(1) The Plan provides a complete description of the terms
and conditions governing all Awards granted thereunder.
This Award Agreement and the rights of the Participant
hereunder are subject to the terms and conditions of the
Plan, as amended from time to time, and to such rules
and regulations as the Committee may adopt for the
administration of the Plan. If there is any
inconsistency between the terms of this Award Agreement
and the terms of the Plan, the Plan's terms shall
supersede and replace the conflicting terms of this
Award Agreement.
(2) The Committee shall have the right to impose
restrictions on any Shares acquired pursuant to
Performance Shares as it deems necessary or advisable
under applicable securities laws, and/or the rules and
regulations of any stock exchange or market upon which
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such Shares are then listed and/or traded. It is
expressly understood that the Committee is authorized to
administer, construe, and make all determinations
necessary or appropriate to administer the Plan and this
Award Agreement, all of which shall be binding upon the
Participant.
(3) The Board may at any time, or from time to time,
terminate, amend, modify or suspend the Plan, and the
Board or the Committee may amend or modify this Award
Agreement at any time; provided, however, that no
termination, amendment, modification or suspension shall
materially and adversely alter or impair the rights of
the Participant under this Award Agreement, without the
Participant's written consent.
(4) Payments contemplated with respect to the Performance
Shares (other than pursuant to Section F) are intended
to comply with the short-term deferral exemption under
Section 409A. Notwithstanding the foregoing or any
provision of the Plan or this Award Agreement, if the
Company determines that such exemption is not applicable
to the Performance Shares, or any provision of this
Award Agreement or the Plan contravenes Section 409A or
could cause the Participant to incur any tax, interest
or penalties under Section 409A, the Committee may, in
its sole discretion and without the Participant's
consent, modify such provision to (i) comply with, or
avoid being subject to, Section 409A, or to avoid the
incurrence of taxes, interest and penalties under
Section 409A, and/or (ii) maintain, to the maximum
extent practicable, the original intent and economic
benefit to the Participant of the applicable provision
without materially increasing the cost to the Company or
contravening the provisions of Section 409A. This
Section G(4) does not create an obligation on the part
of the Company to modify the Plan or this Award
Agreement and does not guarantee that the Performance
Shares will not be subject to taxes, interest and
penalties under Section 409A.
(5) Delivery of the Shares underlying the Performance Shares
upon settlement shall be subject to the Participant
satisfying all applicable federal, state, local and
foreign taxes (including the Participant's FICA
obligation). The Company shall have the power and the
right to (i) deduct or withhold from all amounts payable
to the Participant pursuant to the Performance Shares or
otherwise, or (ii) require the Participant to remit to
the Company, an amount sufficient to satisfy any
applicable taxes required by law. Further, the Company
may permit or require the Participant to satisfy, in
whole or in part, the tax obligations by withholding
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Shares that would otherwise be received upon settlement
of the Performance Shares.
(6) This Award Agreement shall be subject to all applicable
laws, rules, and regulations, and to such approvals by
any governmental agencies or national securities
exchanges as may be required or the Committee determines
are advisable. The Participant agrees to take all steps
the Company determines are necessary to comply with all
applicable provisions of federal and state securities
law in exercising his or her rights under this Award
Agreement.
(7) All obligations of the Company under the Plan and this
Award Agreement, with respect to the Awards, 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.
(8) To the extent not preempted by federal law, this Award
Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware.
(H) Acceptance and Acknowledgement of Award. The financial targets
set forth on Exhibit A and as outlined in this Award Agreement
must remain confidential. The information in both documents
should not be discussed with, shared with, photocopied or
distributed to others. Participation in the Plan and the
details of the Award are highly confidential and may not be
discussed by the Participant with anyone other than the
Participant's spouse or immediate family or financial or legal
advisors. Breach of this confidentiality condition could
affect the amount of the Participant's actual award. By
signing and returning this Award Agreement, the Participant is
agreeing to all of the terms contained in this Award
Agreement, including, but not limited to, the terms related to
confidentiality. If the Participant desires to refuse the
Award, the Participant must notify the Company in writing.
Such notification should be sent to CIT Group Inc., Human
Resources Department, ▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, no later than thirty (30) days after receipt of this
Award Agreement.
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IN WITNESS WHEREOF, this Award Agreement has been executed by the
Company by one of its duly authorized officers as of the Date of Award.
CIT Group Inc.
By: _______________________
Name:
Title:
_________________________________________________________
Participant's Signature Date
(month/day/year)
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Exhibit A
Performance Leverage Factor Grids
PERFORMANCE LEVERAGE FACTOR GRID
Return on Corporate Equity (ROCE) (3-Year Average)
--------------------------------------------------------------------------------
ROCE ROCE
Performance Performance
Measure* Leverage Factor
--------------------------------------------------------------------------------
Minimum 35%
--------------------------------------------------------------------------------
50%
--------------------------------------------------------------------------------
60%
--------------------------------------------------------------------------------
Maximum 75%
--------------------------------------------------------------------------------
Diluted Earnings Per Share (EPS) (Compounded Annual Growth)
--------------------------------------------------------------------------------
EPS EPS
Performance Performance
Measure* Leverage Factor
--------------------------------------------------------------------------------
Minimum 25%
--------------------------------------------------------------------------------
37%
--------------------------------------------------------------------------------
50%
--------------------------------------------------------------------------------
63%
--------------------------------------------------------------------------------
Maximum 75%
--------------------------------------------------------------------------------
*For the purpose of this Award Agreement the term "Performance Measure" shall
have the same meaning as "Performance Target" in the Plan.
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For ESP Participants
CIT Group Inc.
Long-Term Incentive Plan
Performance Share Award Agreement
"Participant":
"Date of Award": [__________], 2007
This Award Agreement, effective as of the Date of Award set forth above,
sets forth the grant of Performance Shares by CIT Group Inc., a Delaware
corporation (the "Company"), to the Participant named above, pursuant to the
provisions of the CIT Group Inc. Long-Term Incentive Plan, as amended from time
to time (the "Plan"). All capitalized terms shall have the meanings ascribed to
them in the Plan, unless specifically set forth otherwise herein.
The parties hereto agree as follows:
(A) Grant of Performance Shares. The Company hereby grants to the
Participant Performance Shares in the manner and subject to
the terms and conditions of the Plan and this Award Agreement
as follows:
(1) "Target Performance Share Grant": _____________ Shares.
(2) "Performance Leverage Factor Grid" as set forth in
Exhibit A.
(3) "Performance Period": January 1, 2007 - December 31,
2009.
(4) The final number of Performance Shares actually awarded
at the end of the Performance Period, if any, shall be
based on the attainment of specified levels of the
Performance Measures set forth on the Performance
Leverage Factor Grid and shall equal the sum of:
(i) The Target Performance Share Grant multiplied by
the applicable ROCE Performance Leverage Factor
set forth on Exhibit A; and
(ii) The Target Performance Share Grant multiplied by
the applicable EPS Performance Leverage Factor set
forth on Exhibit A.
(B) Payment for Performance Shares.
(1) As soon as administratively practicable after the end of
the Performance Period, the Committee shall determine
the level attained for each Performance Measure. At such
time, the Participant shall be awarded the final number
of Performance Shares as determined under Section A(4).
Each final Performance Share represents the unsecured
right to receive one Share. Each Performance Share shall
be paid as soon as administratively practicable
following the end of the Performance Period, but in any
event not later than March 15, 2010 (the "Payment
Date").
(2) The final Performance Shares may be paid in Shares, in
cash in an amount equal to the number of final
Performance Shares multiplied by the Fair Market Value
of a Share as of the last day of the Performance Period,
or in a combination of cash and Shares, as determined by
the Committee.
(3) If during the Performance Period dividends with respect
to Shares are declared or paid by the Company, the
Participant shall be entitled to receive dividend
equivalents in an amount equal to the cumulative
dividends declared or paid on a Share during the
Performance Period multiplied by the number of final
Performance Shares awarded to the Participant. Subject
to Section F, the dividend equivalents shall be paid in
cash on the Payment Date. If the Participant's
employment terminates during the Performance Period for
any reason set forth in Sections C(1) or C(2) of this
Award Agreement or if a Change of Control occurs, the
Participant shall be entitled to receive dividend
equivalents in an amount equal to (i) the cumulative
dividends declared or paid on a Share during the period
beginning on the first day of the Performance Period and
ending on the last day of the month during which the
termination of employment or Change of Control, as
applicable, occurs multiplied by (ii) the number of
final Performance Shares.
(4) A Participant may elect to defer the payment of Shares
or cash pursuant to Sections B(1), B(2) and B(3) above
as provided in Section F of this Award Agreement.
(C) Termination of Employment.
(1) If the Participant's employment with the Company and its
Affiliates (the "Company Group") terminates during the
Performance Period due to the Participant's death or
Disability (as defined below), the Performance Shares
shall vest and the final number of Performance Shares
awarded to the Participant shall be equal to the number
of Target Performance Shares as set forth
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under Section A(1). The final Performance Shares shall
be paid to the Participant as soon as administratively
practicable following the date of the Participant's
termination of employment (and in any event no later
than March 15th of the calendar year following the
calendar year in which the Participant's employment
terminates in Shares or in cash, as determined in
accordance with Section B(2). Except as otherwise set
forth in Section F hereof, for purposes of this Award
Agreement, "Disability" shall have the meaning ascribed
thereto under the Company's long-term disability plan or
policy applicable to the Participant, as in effect from
time to time, or, in the event the Company has no
long-term disability plan or policy, "Disability" shall
have the same meaning as defined in the Company's
applicable long-term disability plan or policy last in
effect prior to the first date a Participant suffers
from such Disability.
(2) If the Participant's employment with the Company Group
terminates during the Performance Period by the
Participant for "Good Reason" or by the Company Group
without "Cause" (each as defined in the Company's
Employee Severance Plan, as amended), the Performance
Shares shall vest and the final number of Performance
Shares awarded to the Participant shall be equal to the
number of Target Performance Shares as set forth under
Section A(1). The Performance Shares shall be paid to
the Participant as soon as administratively practicable
following the date of the Participant's termination of
employment (and in any event no later than March 15th of
the year following the year in which the Participant's
employment terminates) in Shares or in cash, as
determined in accordance with Section B(2).
(3) In the event the Participant's employment with the
Company Group is terminated by reason of the
Participant's Retirement or RIF Termination (each, as
defined below) on or prior to the last day of the
Performance Period, the Participant shall be deemed to
remain employed by the Company Group through the last
day of the Performance Period, for the purposes of this
Award Agreement, and the final number of Performance
Shares actually awarded at the end of the Performance
Period, if any, shall be determined based on both the
number of months during the Performance Period in which
the Participant is employed and the level of the
Performance Measure attained and shall equal the sum of:
(A) (i)(x) the Target Performance Share Grant, divided
by (y) the number of months in the Performance
Period, multiplied by (ii) the number of months
transpired between the first day of
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the Performance Period and the last day of the
month in which the termination occurred,
multiplied by (iii) the applicable ROCE
Performance Leverage Factor set forth on Exhibit
A; and
(B) (i)(x) the Target Performance Share Grant divided
by (y) the number of months in the Performance
Period, multiplied by (ii) the number of months
transpired between the first day of the
Performance Period and the last day of the month
in which the termination occurred, multiplied by
(iii) the applicable EPS Performance Leverage
Factor set forth on Exhibit A.
Payment of the final Performance Shares shall be made in
accordance with Sections B(1) and (2) of this Award
Agreement.
For purposes of this Award Agreement, (i) a "RIF
Termination" shall mean the termination of a
Participant's employment by the Company Group as a
result of a reduction in force, corporate down-sizing,
change in operations, permanent facility relocation or
closing, or other job elimination and (ii) "Retirement"
means either (x) a Participant's election to retire upon
attaining his or her "Normal Retirement Age"; or (y) a
Participant's election to retire upon (A) completing at
least a 10-year "Period of Benefit Service" and (B)
having either (1) attained age 55, or (2) incurred an
"Eligible Termination" and, at the time of such
"Eligible Termination," having attained age 54. The
terms "Normal Retirement Age," "Period of Benefit
Service," and "Eligible Termination," shall have the
meanings as defined in the CIT Group Inc. Retirement
Plan effective January 1, 2001 (the "Retirement Plan").
The definition of "Retirement" is applicable
irrespective of whether the Participant is eligible to
participate in the Retirement Plan.
(4) If the Participant's employment with the Company Group
terminates during the Performance Period for any reason
other than as set forth in Sections C(1), C(2) and C(3),
the Performance Shares shall be cancelled and the
Participant shall not be entitled to receive any
payments with respect to the Performance Shares.
(D) Change of Control. Notwithstanding any provision contained in
the Plan or this Award Agreement to the contrary, upon a
Change of Control prior to the Participant's termination of
employment, the Performance Shares shall vest and the
Participant shall be awarded a number of Performance Shares
equal to the Target Performance Share Grant. The Performance
Shares shall be paid in accordance with Section B(2) on (or as
soon as administratively practicable following) the effective
date of the Change of Control.
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(E) Transferability. Performance Shares are not transferable other
than by last will and testament, by the laws of descent and
distribution, pursuant to a domestic relations order, or as
otherwise permitted under Section 12 of the Plan. Further,
except as set forth in Section 12(b) of the Plan, a
Participant's rights under the Plan shall be exercisable
during the Participant's lifetime only by the Participant, or
in the event of the Participant's legal incapacity, the
Participant's legal guardian or representative.
(F) Deferral Election.
(1) Deferral Elections. The following rules shall apply to
any deferral elections made by the Participant:
a. The Participant may elect to defer all or any
portion of the Shares or cash he would otherwise
receive pursuant to Sections B(1), B(2) and B(3)
of this Award Agreement by completing and
submitting a deferral election form (in a form
provided by the Company) no later than June 30,
2008 or such other time determined by the Company.
b. Deferral elections shall continue in effect until
a written election to revoke or change such
deferral election is received by the Company,
except that a written election to revoke or change
such deferral election must be made no later than
June 30, 2008 or such other time determined by the
Company.
(2) Distributions Pursuant to Deferral Elections. Any Shares
or cash (including any gains or losses resulting from
the investment of cash during the deferral period and
any credits corresponding to dividends pursuant to
Section (F)(6)) deferred under this Award Agreement
shall be distributed in a single lump-sum distribution
on the last business day of the month following the
month in which the earliest of the following events
occurs (or as soon as administratively practicable
thereafter):
(i) the Participant's "Separation from Service" (as
defined under Section 409A of the Internal Revenue
Code of 1986, as amended, and the regulations and
guidance promulgated thereunder ("Section 409A");
(ii) a fixed dated specified by the Participant at the
time the Participant makes a deferral election,
which date may not be prior to the fifth (5th)
anniversary of the Payment Date;
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(iii) the Participant's Disability (as provided in
Section F(3) below); or
(iv) the Participant's death.
Share deferrals shall be paid in Shares and cash
deferrals shall be paid in cash.
(3) Disability. At the time that a Participant elects to
defer the receipt of Shares or cash pursuant to Section
F(1) above, the Participant shall make an election with
respect to the treatment of the deferred Shares or cash
in the event of his or her Disability. The Participant
may elect (x) to receive distribution of the deferred
Shares or cash in the event of his Disability, or (y)
notwithstanding his or her Disability, to receive
distribution of the deferred Shares or cash upon the
occurrence of an event set forth in Subsections
F(2)(a)(i), (ii) or (iv) above. For purposes of this
Section F, "Disability" shall have the meaning set forth
in Section C(1); however, to the extent a "Disability"
event does not also constitute a "Disability" as defined
in Section 409A, such Disability event shall not
constitute a Disability for purposes of this Section F.
(4) Notwithstanding anything to the contrary in this Award
Agreement or the Plan, to the extent that the
Participant is a "Specified Employee" (as defined under
Section 409A) as determined by the Committee in
accordance with the procedures it adopts from time to
time, no payment or distribution of any amounts under
this Section F may be made before the first business day
following the six (6) month anniversary from the
Participant's Separation from Service or, if earlier,
the date of the Participant's death.
(5) Unforeseeable Emergency. The Committee may, in its sole
and absolute discretion and subject to the requirements
and restrictions under Section 409A, make a partial or
total distribution of the Shares or cash deferred by a
Participant upon the Participant's request and a
demonstration by the Participant of an "Unforeseeable
Emergency" (as defined in Section 409A).
(6) Investments; Dividends. All cash deferrals shall be
deemed invested in Shares based on the Fair Market Value
of the Shares on the Payment Date. During the period of
deferral, the Participant's deferral account shall be
credited with regular dividends paid with respect to the
deferred Shares. All cash dividends shall be deemed
reinvested in Shares based on the Fair Market Value of
the Shares on the date the dividend is paid.
6
(7) Change of Control. Notwithstanding anything to the
contrary in the Plan or Award Agreement, no provision of
this Section F may be amended or modified during the two
(2) year period following a Change of Control.
(8) Terms and Conditions of Deferrals. The deferrals made
pursuant to this Section F shall be subject to such
other terms and conditions determined by the Committee
and set forth in a deferral election form and related
documents.
(G) Miscellaneous.
(1) The Plan provides a complete description of the terms
and conditions governing all Awards granted thereunder.
This Award Agreement and the rights of the Participant
hereunder are subject to the terms and conditions of the
Plan, as amended from time to time, and to such rules
and regulations as the Committee may adopt for the
administration of the Plan. If there is any
inconsistency between the terms of this Award Agreement
and the terms of the Plan, the Plan's terms shall
supersede and replace the conflicting terms of this
Award Agreement.
(2) The Committee shall have the right to impose
restrictions on any Shares acquired pursuant to
Performance Shares as it deems necessary or advisable
under applicable securities laws, and/or the rules and
regulations of any stock exchange or market upon which
such Shares are then listed and/or traded. It is
expressly understood that the Committee is authorized to
administer, construe, and make all determinations
necessary or appropriate to administer the Plan and this
Award Agreement, all of which shall be binding upon the
Participant.
(3) The Board may at any time, or from time to time,
terminate, amend, modify or suspend the Plan, and the
Board or the Committee may amend or modify this Award
Agreement at any time; provided, however, that no
termination, amendment, modification or suspension shall
materially and adversely alter or impair the rights of
the Participant under this Award Agreement, without the
Participant's written consent.
(4) Payments contemplated with respect to the Performance
Shares (other than pursuant to Section F) are intended
to comply with the short-term deferral exemption under
Section 409A. Notwithstanding the foregoing or any
provision of the Plan or this Award Agreement, if the
Company determines that such exemption is not applicable
to the Performance Shares, or any provision of this
Award Agreement or the Plan contravenes
7
Section 409A or could cause the Participant to incur any
tax, interest or penalties under Section 409A, the
Committee may, in its sole discretion and without the
Participant's consent, modify such provision to (i)
comply with, or avoid being subject to, Section 409A, or
to avoid the incurrence of taxes, interest and penalties
under Section 409A, and (ii) maintain, to the maximum
extent practicable, the original intent and economic
benefit to the Participant of the applicable provision
without materially increasing the cost to the Company or
contravening the provisions of Section 409A. This
Section G(4) does not create an obligation on the part
of the Company to modify the Plan or this Award
Agreement and does not guarantee that the Performance
Shares will not be subject to taxes, interest and
penalties under Section 409A.
(5) Delivery of the Shares underlying the Performance Shares
upon settlement shall be subject to the Participant
satisfying all applicable federal, state, local and
foreign taxes (including the Participant's FICA
obligation). The Company shall have the power and the
right to (i) deduct or withhold from all amounts payable
to the Participant pursuant to the Performance Shares or
otherwise, or (ii) require the Participant to remit to
the Company, an amount sufficient to satisfy any
applicable taxes required by law. Further, the Company
may permit or require the Participant to satisfy, in
whole or in part, the tax obligations by withholding
Shares that would otherwise be received upon settlement
of the Performance Shares.
(6) This Award Agreement shall be subject to all applicable
laws, rules, and regulations, and to such approvals by
any governmental agencies or national securities
exchanges as may be required or the Committee determines
are advisable. The Participant agrees to take all steps
the Company determines are necessary to comply with all
applicable provisions of federal and state securities
law in exercising his or her rights under this Award
Agreement.
(7) All obligations of the Company under the Plan and this
Award Agreement, with respect to the Awards, 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.
(8) To the extent not preempted by federal law, this Award
Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware.
8
(H) Acceptance and Acknowledgement of Award. The financial targets
set forth on Exhibit A and as outlined in this Award Agreement
must remain confidential. The information in both documents
should not be discussed with, shared with, photocopied or
distributed to others. Participation in the Plan and the
details of the Award are highly confidential and may not be
discussed by the Participant with anyone other than the
Participant's spouse or immediate family or financial or legal
advisors. Breach of this confidentiality condition could
affect the amount of the Participant's actual award. By
signing and returning this Award Agreement, the Participant is
agreeing to all of the terms contained in this Award
Agreement, including, but not limited to, the terms related to
confidentiality. If the Participant desires to refuse the
Award, the Participant must notify the Company in writing.
Such notification should be sent to CIT Group Inc., Human
Resources Department, ▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, no later than thirty (30) days after receipt of this
Award Agreement.
9
IN WITNESS WHEREOF, this Award Agreement has been executed by the
Company by one of its duly authorized officers as of the Date of Award.
CIT Group Inc.
By: _______________________
Name:
Title:
_________________________________________________________
Participant's Signature Date
(month/day/year)
10
Exhibit A
Performance Leverage Factor Grids
PERFORMANCE LEVERAGE FACTOR GRID
Return on Corporate Equity (ROCE) (3-Year Average)
--------------------------------------------------------------------------------
ROCE ROCE
Performance Performance
Measure* Leverage Factor
--------------------------------------------------------------------------------
Minimum 35%
--------------------------------------------------------------------------------
50%
--------------------------------------------------------------------------------
60%
--------------------------------------------------------------------------------
Maximum 75%
--------------------------------------------------------------------------------
Diluted Earnings Per Share (EPS) (Compounded Annual Growth)
--------------------------------------------------------------------------------
EPS EPS
Performance Performance
Measure* Leverage Factor
--------------------------------------------------------------------------------
Minimum 25%
--------------------------------------------------------------------------------
37%
--------------------------------------------------------------------------------
50%
--------------------------------------------------------------------------------
63%
--------------------------------------------------------------------------------
Maximum 75%
--------------------------------------------------------------------------------
*For the purpose of this Award Agreement the term "Performance Measure" shall
have the same meaning as "Performance Target" in the Plan.
11
For Participants Without Employment Contracts
CIT Group Inc.
Long-Term Incentive Plan
Performance Share Award Agreement
"Participant":
"Date of Award": [__________], 2007
This Award Agreement, effective as of the Date of Award set forth above,
sets forth the grant of Performance Shares by CIT Group Inc., a Delaware
corporation (the "Company"), to the Participant named above, pursuant to the
provisions of the CIT Group Inc. Long-Term Incentive Plan, as amended from time
to time (the "Plan"). All capitalized terms shall have the meanings ascribed to
them in the Plan, unless specifically set forth otherwise herein.
The parties hereto agree as follows:
(A) Grant of Performance Shares. The Company hereby grants to the
Participant Performance Shares in the manner and subject to
the terms and conditions of the Plan and this Award Agreement
as follows:
(1) "Target Performance Share Grant": _____________ Shares.
(2) "Performance Leverage Factor Grid" as set forth in
Exhibit A.
(3) "Performance Period": January 1, 2007 - December 31,
2009.
(4) The final number of Performance Shares actually awarded
at the end of the Performance Period, if any, shall be
based on the attainment of specified levels of the
Performance Measures set forth on the Performance
Leverage Factor Grid and shall equal the sum of:
(i) The Target Performance Share Grant multiplied by
the applicable ROCE Performance Leverage Factor
set forth on Exhibit A; and
(ii) The Target Performance Share Grant multiplied by
the applicable EPS Performance Leverage Factor set
forth on Exhibit A.
(B) Payment for Performance Shares.
(1) As soon as administratively practicable after the end of
the Performance Period, the Committee shall determine
the level
attained for each Performance Measure. At such time, the
Participant shall be awarded the final number of
Performance Shares as determined under Section A(4).
Each final Performance Share represents the unsecured
right to receive one Share. Each Performance Share shall
be paid as soon as administratively practicable
following the end of the Performance Period, but in any
event not later than March 15, 2010 (the "Payment
Date").
(2) The final Performance Shares may be paid in Shares, in
cash in an amount equal to the number of final
Performance Shares multiplied by the Fair Market Value
of a Share as of the last day of the Performance Period,
or in a combination of cash and Shares, as determined by
the Committee.
(3) If during the Performance Period dividends with respect
to Shares are declared or paid by the Company, the
Participant shall be entitled to receive dividend
equivalents in an amount equal to the cumulative
dividends declared or paid on a Share during the
Performance Period multiplied by the number of final
Performance Shares awarded to the Participant. Subject
to Section F, the dividend equivalents shall be paid in
cash on the Payment Date. If the Participant's
employment terminates during the Performance Period for
any reason set forth in Section C(1) of this Award
Agreement or if a Change of Control occurs, the
Participant shall be entitled to receive dividend
equivalents in an amount equal to (i) the cumulative
dividends declared or paid on a Share during the period
beginning on the first day of the Performance Period and
ending on the last day of the month during which the
termination of employment or Change of Control, as
applicable, occurs multiplied by (ii) the number of
final Performance Shares.
(4) A Participant may elect to defer the payment of Shares
or cash pursuant to Sections B(1), B(2) and B(3) above
as provided in Section F of this Award Agreement.
(C) Termination of Employment.
(1) If the Participant's employment with the Company and its
Affiliates (the "Company Group") terminates during the
Performance Period due to the Participant's death or
Disability (as defined below), the Performance Shares
shall vest and the final number of Performance Shares
awarded to the Participant shall be equal to the number
of Target Performance Shares as set forth under Section
A(1). The final Performance Shares shall be paid to the
Participant as soon as administratively practicable
following the date of the Participant's termination of
employment (and in any event no later than March 15th of
the calendar year following the
2
calendar year in which the Participant's employment
terminates in Shares or in cash, as determined in
accordance with Section B(2). Except as otherwise set
forth in Section F hereof, for purposes of this Award
Agreement, "Disability" shall have the meaning ascribed
thereto under the Company's long-term disability plan or
policy applicable to the Participant, as in effect from
time to time, or, in the event the Company has no
long-term disability plan or policy, "Disability" shall
have the same meaning as defined in the Company's
applicable long-term disability plan or policy last in
effect prior to the first date a Participant suffers
from such Disability.
(2) In the event the Participant's employment with the
Company Group is terminated by reason of the
Participant's Retirement or RIF Termination (each, as
defined below) on or prior to the last day of the
Performance Period, the Participant shall be deemed to
remain employed by the Company Group through the last
day of the Performance Period, for the purposes of this
Award Agreement, and the final number of Performance
Shares actually awarded at the end of the Performance
Period, if any, shall be determined based on both the
number of months during the Performance Period in which
the Participant is employed and the level of the
Performance Measure attained and shall equal the sum of:
(A) (i)(x) the Target Performance Share Grant, divided
by (y) the number of months in the Performance
Period, multiplied by (ii) the number of months
transpired between the first day of the
Performance Period and the last day of the month
in which the termination occurred, multiplied by
(iii) the applicable ROCE Performance Leverage
Factor set forth on Exhibit A; and
(B) (i)(x) the Target Performance Share Grant divided
by (y) the number of months in the Performance
Period, multiplied by (ii) the number of months
transpired between the first day of the
Performance Period and the last day of the month
in which the termination occurred, multiplied by
(iii) the applicable EPS Performance Leverage
Factor set forth on Exhibit A.
Payment of the final Performance Shares shall be made in
accordance with Sections B(1) and B(2) of this Award
Agreement.
For purposes of this Award Agreement, (i) a "RIF
Termination" shall mean the termination of a
Participant's employment by the Company Group as a
result of a reduction in force, corporate
3
down-sizing, change in operations, permanent facility
relocation or closing, or other job elimination and (ii)
"Retirement" means either (x) a Participant's election
to retire upon attaining his or her "Normal Retirement
Age"; or (y) a Participant's election to retire upon (A)
completing at least a 10-year "Period of Benefit
Service" and (B) having either (1) attained age 55, or
(2) incurred an "Eligible Termination" and, at the time
of such "Eligible Termination," having attained age 54.
The terms "Normal Retirement Age," "Period of Benefit
Service," and "Eligible Termination," shall have the
meanings as defined in the CIT Group Inc. Retirement
Plan effective January 1, 2001 (the "Retirement Plan").
The definition of "Retirement" is applicable
irrespective of whether the Participant is eligible to
participate in the Retirement Plan.
(3) If the Participant's employment with the Company Group
terminates during the Performance Period for any reason
other than as set forth in Sections C(1) and C(2), the
Performance Shares shall be cancelled and the
Participant shall not be entitled to receive any
payments with respect to the Performance Shares.
(D) Change of Control. Notwithstanding any provision contained in
the Plan or this Award Agreement to the contrary, upon a
Change of Control prior to the Participant's termination of
employment, the Performance Shares shall vest and the
Participant shall be awarded a number of Performance Shares
equal to the Target Performance Share Grant. The Performance
Shares shall be paid in accordance with Section B(2) on (or as
soon as administratively practicable following) the effective
date of the Change of Control.
(E) Transferability. Performance Shares are not transferable other
than by last will and testament, by the laws of descent and
distribution, pursuant to a domestic relations order, or as
otherwise permitted under Section 12 of the Plan. Further,
except as set forth in Section 12(b) of the Plan, a
Participant's rights under the Plan shall be exercisable
during the Participant's lifetime only by the Participant, or
in the event of the Participant's legal incapacity, the
Participant's legal guardian or representative.
(F) Deferral Election.
(1) Deferral Elections. The following rules shall apply to
any deferral elections made by the Participant:
a. The Participant may elect to defer all or any
portion of the Shares or cash he would otherwise
receive pursuant to Sections B(1), B(2) and B(3)
of this Award Agreement by
4
completing and submitting a deferral election form
(in a form provided by the Company) no later than
June 30, 2008 or such other time determined by the
Company.
b. Deferral elections shall continue in effect until
a written election to revoke or change such
deferral election is received by the Company,
except that a written election to revoke or change
such deferral election must be made no later than
June 30, 2008 or such other time determined by the
Company.
(2) Distributions Pursuant to Deferral Elections. Any Shares
or cash (including any gains or losses resulting from
the investment of cash during the deferral period and
any credits corresponding to dividends pursuant to
Section (F)(6)) deferred under this Award Agreement
shall be distributed in a single lump-sum distribution
on the last business day of the month following the
month in which the earliest of the following events
occurs (or as soon as administratively practicable
thereafter):
(i) the Participant's "Separation from Service" (as
defined under Section 409A of the Internal Revenue
Code of 1986, as amended, and the regulations and
guidance promulgated thereunder ("Section 409A");
(ii) a fixed date specified by the Participant at the
time the Participant makes a deferral election,
which date may not be prior to the fifth (5th)
anniversary of the Payment Date;
(iii) the Participant's Disability (as provided in
Section F(3) below); or
(iv) the Participant's death.
Share deferrals shall be paid in Shares and cash
deferrals shall be paid in cash.
(3) Disability. At the time that a Participant elects to
defer the receipt of Shares or cash pursuant to Section
F(1) above, the Participant shall make an election with
respect to the treatment of the deferred Shares or cash
in the event of his or her Disability. The Participant
may elect (x) to receive distribution of the deferred
Shares or cash in the event of his Disability, or (y)
notwithstanding his or her Disability, to receive
distribution of the deferred Shares or cash upon the
occurrence of an event set forth in Subsections
F(2)(a)(i), (ii) or (iv) above. For purposes of this
Section F, "Disability" shall
5
have the meaning set forth in Section C(1); however, to
the extent a "Disability" event does not also constitute
a "Disability" as defined in Section 409A, such
Disability event shall not constitute a Disability for
purposes of this Section F.
(4) Notwithstanding anything to the contrary in this Award
Agreement or the Plan, to the extent that the
Participant is a "Specified Employee" (as defined under
Section 409A) as determined by the Committee in
accordance with the procedures it adopts from time to
time, no payment or distribution of any amounts under
this Section F may be made before the first business day
following the six (6) month anniversary from the
Participant's Separation from Service or, if earlier,
the date of the Participant's death.
(5) Unforeseeable Emergency. The Committee may, in its sole
and absolute discretion and subject to the requirements
and restrictions under Section 409A, make a partial or
total distribution of the Shares or cash deferred by a
Participant upon the Participant's request and a
demonstration by the Participant of an "Unforeseeable
Emergency" (as defined in Section 409A).
(6) Investments; Dividends. All cash deferrals shall be
deemed invested in Shares based on the Fair Market Value
of the Shares on the Payment Date. During the period of
deferral, the Participant's deferral account shall be
credited with regular dividends paid with respect to the
deferred Shares. All cash dividends shall be deemed
reinvested in Shares based on the Fair Market Value of
the Shares on the date the dividend is paid.
(7) Change of Control. Notwithstanding anything to the
contrary in the Plan or Award Agreement, no provision of
this Section F may be amended or modified during the two
(2) year period following a Change of Control.
(8) Terms and Conditions of Deferrals. The deferrals made
pursuant to this Section F shall be subject to such
other terms and conditions determined by the Committee
and set forth in a deferral election form and related
documents.
(G) Miscellaneous.
(1) The Plan provides a complete description of the terms
and conditions governing all Awards granted thereunder.
This Award Agreement and the rights of the Participant
hereunder are subject to the terms and conditions of the
Plan, as amended from time to time, and to such rules
and regulations as the Committee may adopt for the
administration of the Plan. If there is any
6
inconsistency between the terms of this Award Agreement
and the terms of the Plan, the Plan's terms shall
supersede and replace the conflicting terms of this
Award Agreement.
(2) The Committee shall have the right to impose
restrictions on any Shares acquired pursuant to
Performance Shares as it deems necessary or advisable
under applicable securities laws, and/or the rules and
regulations of any stock exchange or market upon which
such Shares are then listed and/or traded. It is
expressly understood that the Committee is authorized to
administer, construe, and make all determinations
necessary or appropriate to administer the Plan and this
Award Agreement, all of which shall be binding upon the
Participant.
(3) The Board may at any time, or from time to time,
terminate, amend, modify or suspend the Plan, and the
Board or the Committee may amend or modify this Award
Agreement at any time; provided, however, that no
termination, amendment, modification or suspension shall
materially and adversely alter or impair the rights of
the Participant under this Award Agreement, without the
Participant's written consent.
(4) Payments contemplated with respect to the Performance
Shares (other than pursuant to Section F) are intended
to comply with the short-term deferral exemption under
Section 409A. Notwithstanding the foregoing or any
provision of the Plan or this Award Agreement, if the
Company determines that such exemption is not applicable
to the Performance Shares, or any provision of this
Award Agreement or the Plan contravenes Section 409A or
could cause the Participant to incur any tax, interest
or penalties under Section 409A, the Committee may, in
its sole discretion and without the Participant's
consent, modify such provision to (i) comply with, or
avoid being subject to, Section 409A, or to avoid the
incurrence of taxes, interest and penalties under
Section 409A, and/or (ii) maintain, to the maximum
extent practicable, the original intent and economic
benefit to the Participant of the applicable provision
without materially increasing the cost to the Company or
contravening the provisions of Section 409A. This
Section G(4) does not create an obligation on the part
of the Company to modify the Plan or this Award
Agreement and does not guarantee that the Performance
Shares will not be subject to taxes, interest and
penalties under Section 409A.
(5) Delivery of the Shares underlying the Performance Shares
upon settlement shall be subject to the Participant
satisfying all applicable federal, state, local and
foreign taxes (including the
7
Participant's FICA obligation). The Company shall have
the power and the right to (i) deduct or withhold from
all amounts payable to the Participant pursuant to the
Performance Shares or otherwise, or (ii) require the
Participant to remit to the Company, an amount
sufficient to satisfy any applicable taxes required by
law. Further, the Company may permit or require the
Participant to satisfy, in whole or in part, the tax
obligations by withholding Shares that would otherwise
be received upon settlement of the Performance Shares.
(6) This Award Agreement shall be subject to all applicable
laws, rules, and regulations, and to such approvals by
any governmental agencies or national securities
exchanges as may be required or the Committee determines
are advisable. The Participant agrees to take all steps
the Company determines are necessary to comply with all
applicable provisions of federal and state securities
law in exercising his or her rights under this Award
Agreement.
(7) All obligations of the Company under the Plan and this
Award Agreement, with respect to the Awards, 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.
(8) To the extent not preempted by federal law, this Award
Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware.
(H) Acceptance and Acknowledgement of Award. The financial targets
set forth on Exhibit A and as outlined in this Award Agreement
must remain confidential. The information in both documents
should not be discussed with, shared with, photocopied or
distributed to others. Participation in the Plan and the
details of the Award are highly confidential and may not be
discussed by the Participant with anyone other than the
Participant's spouse or immediate family or financial or legal
advisors. Breach of this confidentiality condition could
affect the amount of the Participant's actual award. By
signing and returning this Award Agreement, the Participant is
agreeing to all of the terms contained in this Award
Agreement, including, but not limited to, the terms related to
confidentiality. If the Participant desires to refuse the
Award, the Participant must notify the Company in writing.
Such notification should be sent to CIT Group Inc., Human
Resources Department, ▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, no later than thirty (30) days after receipt of this
Award Agreement.
8
IN WITNESS WHEREOF, this Award Agreement has been executed by the
Company by one of its duly authorized officers as of the Date of Award.
CIT Group Inc.
By: _______________________
Name:
Title:
_________________________________________________________
Participant's Signature Date
(month/day/year)
9
Exhibit A
Performance Leverage Factor Grids
PERFORMANCE LEVERAGE FACTOR GRID
Return on Corporate Equity (ROCE) (3-Year Average)
--------------------------------------------------------------------------------
ROCE ROCE
Performance Performance
Measure* Leverage Factor
--------------------------------------------------------------------------------
Minimum 35%
--------------------------------------------------------------------------------
50%
--------------------------------------------------------------------------------
60%
--------------------------------------------------------------------------------
Maximum 75%
--------------------------------------------------------------------------------
Diluted Earnings Per Share (EPS) (Compounded Annual Growth)
--------------------------------------------------------------------------------
EPS EPS
Performance Performance
Measure* Leverage Factor
--------------------------------------------------------------------------------
Minimum 25%
--------------------------------------------------------------------------------
37%
--------------------------------------------------------------------------------
50%
--------------------------------------------------------------------------------
63%
--------------------------------------------------------------------------------
Maximum 75%
--------------------------------------------------------------------------------
*For the purpose of this Award Agreement the term "Performance Measure" shall
have the same meaning as "Performance Target" in the Plan.
10