Exhibit 10.45


 


	
        The CIT Group Inc. 2016 Omnibus Incentive
        Plan

        Performance Share Unit Award Agreement

        2016 PSU-ROTCE Award
	 







	“Participant”:	<<Participant Name>>
	“Date of Award”:	<<Grant Date>>
	“Target Number of PSUs Granted”:	<<Shares Granted>>


 


Effective as of the Date of Award, this
Award Agreement sets forth the grant of “Performance Share Units” (“PSUs”) by CIT Group Inc.,
a Delaware corporation (the “Company”), to the Participant, pursuant to the provisions of the CIT Group Inc.
2016 Omnibus Incentive Plan (the “Plan”). This Award Agreement memorializes the terms and conditions as approved
by the Compensation Committee of the Board (the “Committee”). 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 Share Units.
The Company hereby grants to the Participant the Target Number of PSUs Granted, effective as of the Date of Award and subject to
the terms and conditions of the Plan and this Award Agreement. Each PSU represents the unsecured right to receive a number of Shares,
if any, in accordance with the terms and conditions of this Award Agreement. The Participant shall not be required to pay any additional
consideration for the issuance of the Shares, if any, upon settlement of the PSUs.



		(B)	Vesting and Settlement of PSUs.



		(1)	Except as otherwise provided in Section (C)
or (D) below, the final number of Shares actually awarded to the Participant with respect to the Target Number of PSUs granted,
if any, (the “Awarded Shares”) shall be based on the attainment of specified levels of the “Performance
Measures” (each as defined and set forth in Exhibit A) that have been achieved during the “Performance
Period” (as defined and set forth in Exhibit A).



		(2)	Except as otherwise provided in Section (C)
or (D) below, subject to the Participant’s continued employment with the Company and/or any Subsidiary or affiliate (the
“Company Group”) from the Date of Award until the last day of the Performance Period (the “Final Performance
Date”) and compliance with, and subject to, the terms and conditions of this Award Agreement, as soon as administratively
practicable following the Final Performance Date but subject to Section (B)(3) below, the Committee shall certify the level of
Performance Measures attained (the “Determination Date”). The Participant’s Awarded Shares, if any, shall
be determined as of the Determination Date in accordance with the terms and conditions set forth in Exhibit A.



		(3)	Except as otherwise provided in Section (C)(1)
or (D) below, the Awarded Shares, if any, shall be delivered to the Participant within thirty (30) days following the Determination
Date, but in no event later than March 15, 2019 (the “Settlement Date”), provided that the Settlement Date may
be delayed, in the sole discretion of the Committee and in accordance with applicable law (including Section 409A (as defined below)),
if the Committee is considering whether Section (L) applies to the Participant.



		(4)	The Awarded Shares delivered to the Participant
on the Settlement Date (or such other date Awarded Shares are settled in accordance with Section (C)(1) or (D) below, if applicable)
shall not be subject to transfer restrictions and shall be fully paid, non-assessable and registered in the Participant’s
name.



		(5)	If, after the Date of Award and prior to the
Determination Date (or such other date Awarded Shares are settled in accordance with Section (C)(1) or (D) below, if applicable)
(the “Dividend Equivalent Period”), dividends with respect to the Awarded Shares are declared or paid by the
Company, the Participant shall be credited with, and entitled to receive, dividend equivalents in an amount, without interest,
equal to the cumulative dividends declared or paid on a Share, if any, during the Dividend Equivalent Period, multiplied by the
number of Awarded Shares. Unless otherwise determined by the Committee, dividend equivalents paid in cash shall not be reinvested
in Shares and shall remain uninvested. The dividend equivalents credited in respect of the Awarded Shares shall be paid in cash
or Shares, as applicable, on the Settlement Date (or such other date Awarded Shares are settled in accordance with Section (C)(1)
or (D) below, if applicable).



		(6)	In the sole discretion of the Committee and
notwithstanding any other provision of this Award Agreement to the contrary, in lieu of the delivery of the Awarded Shares, the
PSUs and any dividend equivalents payable in Shares, may be settled through a payment in cash equal to the Fair Market Value of
the applicable number of the Awarded Shares, determined on (i) the Determination Date; (ii) the Final Performance Date if settlement
is in accordance with Section (D)(1), (D)(2), (D)(3), (D)(4) or (D)(5) below; or (iii) in the case of settlement in accordance
with Section (C)(1) or (D)(6) below, the date of the Participant’s “Separation from Service” (within the
meaning of the Committee’s established methodology for determining “Separation from Service” for purposes
of Section 409A (as defined below)) or the date of Disability, as applicable. Settlement under this Section (B)(6) shall be made
at the time specified under Section (B)(3), (B)(5), (C)(1), (C)(2), (C)(3) or (D), as applicable.





    
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		(C)	Separation from Service.



		(1)	Notwithstanding Section (B) above, if, after
the Date of Award and prior to the Final Performance Date, the Participant incurs a Disability (as defined below) or a Separation
from Service from the Company Group due to death, the PSUs shall vest immediately and the final number of Awarded Shares awarded
to the Participant shall equal the Target Number of PSUs (the “Target Awarded Shares”) and the Participant (or
the Participant’s beneficiary or legal representative, if applicable) shall not be entitled to any additional Shares based
on the Company’s achievement of actual Performance Measures in accordance with Exhibit A. If this Section (C)(1) is
applicable, then all references to “Awarded Shares” in Sections (B) and (L) shall mean Target Awarded Shares instead.
The Target Awarded Shares shall be paid to the Participant (or the Participant’s beneficiary or legal representative, if
applicable) within thirty (30) days following the Participant’s Disability or Separation from Service due to death. The Participant
(or the Participant’s beneficiary or legal representative, if applicable) shall also be entitled to receive all credited
and unpaid dividend equivalents with respect to the Target Awarded Shares and such dividend equivalents shall be payable at the
same time such Target Awarded Shares are paid in accordance with this Section (C)(1). “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 the Participant suffers from such Disability; provided, 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 (C)(1).



		(2)	Notwithstanding Section (B) above and subject
to Section (D) below, if, prior to the Final Performance Date, the Participant incurs a Separation from Service initiated by the
Company without Cause (as defined below and including, for the avoidance of doubt, in connection with a sale of a business unit),
and subject to the terms and conditions of the Plan and this Award Agreement, including Section (L) below, on the date of such
Separation from Service, the Participant’s Target Number of PSUs shall be pro-rated by multiplying the Target Number of PSUs
by a fraction, (i) the numerator as the number of full and partial months that have transpired between the first day of the Performance
Period and the date of such Separation from Service, rounded up to a whole number, and (ii) the denominator as 36 (the “Pro-Rata
Target Number of PSUs”). Calculation and payment of the Awarded Shares, if any, payable to the Participant based on the
Pro-Rata Target Number of PSUs (and any credited and unpaid dividend equivalents) shall be made in accordance with Section (B)
above and Exhibit A, except the Participant shall no longer be required to be continually employed with the Company Group
until the Final Performance Date as provided in Section (B)(2) above.



		(3)	Notwithstanding Section (B) above and subject
to Section (D) below, if, prior to the Final Performance Date, the Participant incurs a Separation from Service due to the Participant’s
Retirement (as defined below), and subject to the terms and conditions of the Plan and this Award Agreement, including Section
(L) below, the final number of Awarded Shares, if any, payable to the Participant (and any credited and unpaid dividend equivalents)
shall be made in accordance with Section (B) above and Exhibit A, except the Participant shall no longer be required to
be continually employed with the Company Group until the Final Performance Date as provided in Section (B)(2) above. 



		(4)	“Retirement” is defined
as the Participant’s election to retire upon or after (A) attaining age 55 with at least 11 years of service with the Company
Group or (B) attaining age 60 with at least 6 years of service with the Company Group, in each case as determined in accordance
with the Company Group’s policies and procedures. “Cause” means any of the following: (i) the commission
of a misdemeanor involving moral turpitude or a felony; (ii) the Participant’s act or omission that causes or may reasonably
be expected to cause material injury to the Company Group, its vendors, customers, business partners or affiliates or that results
or is intended to result in personal gain at the expense of the Company Group, its vendors, customers, business partners or affiliates;
(iii) the Participant’s substantial and continuing neglect of his or her job responsibilities for the Company Group (including
excessive unauthorized absenteeism); (iv) the Participant’s failure to comply with, or violation of, the Company Group’s
Code of Business Conduct; (v) the Participant’s act or omission, whether or not performed in the workplace, that precludes
the Participant’s employment with any member of the Company Group by virtue of Section 19 of the Federal Deposit Insurance
Act; and (vi) the Participant’s violation of any federal or state securities or banking laws, any rules or regulations issued
pursuant to such laws, or the rules and regulations of any securities or exchange or association of which the Participant or member
of the Company Group is a member.



		(5)	If, prior to the Final Performance Date, the
Participant’s employment with the Company Group terminates for any reason, except to the extent provided for in this Section
(C) or Section (D) below, the unvested PSUs shall be cancelled immediately and the Participant shall immediately forfeit any rights
to, and shall not be entitled to receive any payments with respect to, the PSUs including, without limitation, dividend equivalents
pursuant to Section (B)(5).



		(D)	Change of Control. 



		(1)	Notwithstanding Section (B) above and subject to Sections (D)(2) through (D)(6) below, if, during
the Participant’s employment with the Company Group but prior to the Final Performance Date, a Change of Control occurs,
then for purposes of Section (B) above, the Performance Measures shall be deemed to have been satisfied at the “Target
Levels” as defined and set forth in Exhibit A and the final number of Shares awarded to the Participant, subject
to the Participant’s compliance with the terms and conditions of Section (B)(2) above (including, without limitation, the
Participant’s continued employment with the Company Group until the Final Performance Date), shall equal the Target Awarded
Shares. The Target Awarded Shares (and any credited and unpaid dividend equivalents) shall be





    
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delivered to the Participant following
the Final Performance Date, as determined by the Committee in its sole discretion, but in no event later than March 15, 2019, and
the Participant shall not be entitled to any additional Shares based on the Company’s achievement of actual Performance Measures
in accordance with Exhibit A. If this Section (D)(1) is applicable, all references to “Awarded Shares” in Sections
(B) and (L) shall mean Target Awarded Shares instead.


		(2)	Notwithstanding Section (C)(2) and (D)(1) above, if, (i) during the Participant’s employment
with the Company Group, but prior to the Final Performance Date, a Change of Control occurs and (ii) the Participant incurs a Separation
from Service prior to the Final Performance Date that is described in Section (C)(2) above that occurs more than two years following
such Change of Control, then the final number of Awarded Shares awarded to the Participant, subject to the terms and conditions
set forth in Section (L) below, shall equal the Pro-Rata Target Number of PSUs attributable to such Separation of Service (the
“Pro-Rata Awarded Shares”). The Pro-Rata Awarded Shares (and any credited and unpaid dividend equivalents) shall
be delivered to the Participant following the Final Performance Date, as determined by the Committee in its sole discretion, but
in no event later than March 15, 2019, the Participant shall no longer be required to be continually employed with the Company
Group until the Final Performance Date as provided in Section (B)(2) above, and the Participant shall not be entitled to any additional
Shares based on the Company’s achievement of actual Performance Measures in accordance with Exhibit A. If this Section
(D)(2) is applicable, all references to “Awarded Shares” in Sections (B), (C)(2) and (L) shall mean Pro-Rata Awarded
Shares instead.



		(3)	Notwithstanding Section (C)(2) above, if, following the Participant’s Separation from Service
described in Section (C)(2) above a Change of Control occurs prior to the Final Performance Date, then for purposes of Section
(C)(2) above, the Performance Measures shall be deemed to have been satisfied at Target Levels and the final number of Awarded
Shares awarded to the Participant, subject to the terms and conditions set forth in Section (L) below, shall equal the Pro-Rata
Awarded Shares. The Pro-Rata Awarded Shares (and any credited and unpaid dividend equivalents) shall be delivered to the Participant
following the Final Performance Date, as determined by the Committee in its sole discretion, but in no event later than March 15,
2019, the Participant shall no longer be required to be continually employed with the Company Group until the Final Performance
Date as provided in Section (B)(2) above, and the Participant shall not be entitled to any additional Shares based on the Company’s
achievement of actual Performance Measures in accordance with Exhibit A. If this Section (D)(3) is applicable, all references
to “Awarded Shares” in Sections (B), (C)(2) and (L) shall mean Pro-Rata Awarded Shares instead.



		(4)	Notwithstanding Section (C)(3) and (D)(1) above, if, (i) during the Participant’s employment
with the Company Group, but prior to the Final Performance Date, a Change of Control occurs and (ii) the Participant incurs a Separation
from Service prior to the Final Performance Date that is described in Section (C)(3) above that occurs more than two years following
such Change of Control, then the Target Awarded Shares (and any credited and unpaid dividend equivalents) shall be delivered to
the Participant following the Final Performance Date, as determined by the Committee in its sole discretion, but in no event later
than March 15, 2019, the Participant shall no longer be required to be continually employed with the Company Group until the Final
Performance Date as provided in Section (B)(2) above, and the Participant shall not be entitled to any additional Shares based
on the Company’s achievement of actual Performance Measures in accordance with Exhibit A. If this Section (D)(4) is
applicable, all references to “Awarded Shares” in Sections (B), (C)(3) and (L) shall mean Target Awarded Shares instead.



		(5)	Notwithstanding Section (C)(3) above, if, following the Participant’s Separation from Service
described in Section (C)(3) above a Change of Control occurs prior to the Final Performance Date, then for purposes of Section
(C)(3) above, the Performance Measures shall be deemed to have been satisfied at Target Levels and the final number of Awarded
Shares awarded to the Participant, subject to the terms and conditions set forth in Section (L) below, shall equal the Target Awarded
Shares. The Target Awarded Shares (and any credited and unpaid dividend equivalents) shall be delivered to the Participant following
the Final Performance Date, as determined by the Committee in its sole discretion, but in no event later than March 15, 2019, the
Participant shall no longer be required to be continually employed with the Company Group until the Final Performance Date as provided
in Section (B)(2) above, and the Participant shall not be entitled to any additional Shares based on the Company’s achievement
of actual Performance Measures in accordance with Exhibit A. If this Section (D)(5) is applicable, all references to “Awarded
Shares” in Sections (B), (C)(3) and (L) shall mean Target Awarded Shares instead.



		(6)	Notwithstanding any provision contained in the Plan or this Award Agreement to the contrary, if
(i) prior to the Final Performance Date, a Change of Control occurs and (ii) within two years following such Change of Control,
the Participant incurs a Separation from Service prior to the Final Performance Date that is (1) initiated by the Company without
Cause, (2) initiated by the Participant for “Good Reason” (as defined below) or (3) due to the Participant’s
Retirement, the PSUs shall vest immediately on such Separation from Service and the final number of Awarded Shares awarded to the
Participant shall be the Target Awarded Shares. The Participant shall not be entitled to any additional Shares based on the Company’s
achievement of actual Performance Measures in accordance with Exhibit A. Such Target Awarded Shares (and any credited and
unpaid dividend equivalents) shall be settled within thirty (30) days following such Separation from Service, unless such accelerated
vesting and settlement of PSUs (and dividend equivalents) following the Participant’s Separation from Service is prohibited
or limited by applicable law and/or regulation. “Good Reason” shall mean, without the Participant’s consent,
a material diminution of the Participant’s (x) base salary (except in the event of a compensation reduction applicable to
the Participant and other employees of comparable rank and/or status), (y) the Participant is reassigned to a work location that
is more than fifty miles from his or her immediately preceding work location and which increases the distance the Participant has
to commute to





    
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work by more than fifty miles, or
(z) duties and responsibilities (except a temporary reduction while the Participant is physically or mentally incapacitated or
a modification in the duties and/or responsibilities of the Participant and other employees of comparable rank and/or status following
a Change of Control), provided, that a Separation from Service for Good Reason shall not occur unless (A) the Participant has provided
the Company written notice specifying in detail the alleged condition of Good Reason within thirty (30) days of the occurrence
of such condition; (B) the Company has failed to cure such alleged condition within ninety (90) days following the Company’s
receipt of such written notice; and (C) if the Committee (or its designee) has determined that the Company has failed to cure such
alleged condition, the Participant initiates a Separation from Service within five (5) days following the end of such 90-day cure
period.


		(7)	For Sections (B)(2), (C)(2) and (C)(3) above, if a Change of Control occurs on or following the
Final Performance Date but prior to the Determination Date, the Awarded Shares (or Pro-Rata Awarded Shares, if applicable), if
any, as determined under Section (B)(2), (C)(2) or (C)(3) above based on actual achievement of the Performance Measures in accordance
with Exhibit A, shall be delivered to the Participant following the Final Performance Date but no later than March 15,2019.



 


		(E)	Transferability. The PSUs 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 4.6 of the Plan.



		(F)	Incorporation of Plan. The Plan
includes terms and conditions governing all Awards granted thereunder and is incorporated into this Award Agreement by reference
unless specifically stated herein. 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 as supplemented by this Award Agreement, and to such rules and regulations
as the Committee may adopt under 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.



		(G)	No Entitlements.



		(1)	Neither the Plan nor the Award Agreement confers
on the Participant any right or entitlement to receive compensation, including, without limitation, any base salary or incentive
compensation, in any specific amount for any future fiscal year (including, without limitation, any grants of future Awards under
the Plan) nor impacts in any way the Company Group’s determination of the amount, if any, of the Participant’s base
salary or incentive compensation. This Award of PSUs made under this Award Agreement is completely independent of any other Awards
or grants and is made at the sole discretion of the Company. The PSUs do not constitute salary, wages, regular compensation, recurrent
compensation, pensionable compensation or contractual compensation for the year of grant or any prior or later years and shall
not be included in, nor have any effect on or be deemed earned in any respect, in connection with the determination of employment-related
rights or benefits under law or any employee benefit plan or similar arrangement provided by the Company Group (including, without
limitation, severance, termination of employment and pension benefits), unless otherwise specifically provided for under the terms
of such plan or arrangement or by the Company Group. The benefits provided pursuant to the PSUs are in no way secured, guaranteed
or warranted by the Company Group.



		(2)	The PSUs are awarded to the Participant by
virtue of the Participant’s employment with, and services performed for, the Company Group. The Plan or the Award Agreement
does not constitute an employment agreement. Nothing in the Plan or the Award Agreement shall modify the terms of the Participant’s
employment, including, without limitation, the Participant’s status as an “at will” employee of the Company Group,
if applicable.



		(3)	Subject to any applicable employment agreement,
the Company reserves the right to change the terms and conditions of the Participant’s employment, including the division,
subsidiary or department in which the Participant is employed. None of the Plan or the Award Agreement, the grant of PSUs, nor
any action taken or omitted to be taken under the Plan or the Award Agreement shall be deemed to create or confer on the Participant
any right to be retained in the employ of the Company Group, or to interfere with or to limit in any way the right of the Company
Group to terminate the Participant’s employment at any time. Moreover, the Separation from Service provisions set forth in
Section (C) or (D), as applicable, only apply to the treatment of the PSUs in the specified circumstances and shall not otherwise
affect the Participant’s employment relationship. By accepting this Award Agreement, the Participant waives any and all rights
to compensation or damages in consequence of the termination of the Participant’s office or employment for any reason whatsoever
to the extent such rights arise or may arise from the Participant’s ceasing to have rights under, or be entitled to receive
payment in respect of, any unvested PSUs that are cancelled or forfeited as a result of such termination, or from the loss or diminution
in value of such rights or entitlements, including by reason of the operation of the terms of the Plan, this Award Agreement or
the provisions of any statute or law to taxation. This waiver applies whether or not such termination amounts to a wrongful discharge
or unfair dismissal.



		(H)	No Rights as a Stockholder.
The Participant will have no rights as a stockholder with respect to Shares covered by this Award Agreement (including voting
rights) until the date the Participant or his nominee becomes the holder of record of such Shares on the Settlement Date or as
provided in Section (C) or (D) above, if applicable.





    
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		(I)	Securities Representation. The
grant of the PSUs and issuance of Shares upon vesting of the PSUs shall be subject to, and in compliance with, all applicable requirements
of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute
a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any
stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the PSUs, the Company
may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any
applicable law or regulation.



The Shares are being issued to the
Participant and this Award Agreement is being made by the Company in reliance upon the following express representations and warranties
of the Participant. The Participant acknowledges, represents and warrants that:


		(1)	He or she has been advised that he or she may be an “affiliate” within the meaning
of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying
in part on his or her representations set forth in this section (I)(1); and



		(2)	If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must
be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional
registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation
to register the Shares (or to file a “re-offer prospectus”).



		(3)	If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands
that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the
Shares of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms
and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited
amounts in accordance with such terms and conditions.



		(J)	Notices. Any notice or communication
given hereunder shall be in writing and shall be deemed to have been duly given when delivered in person or mailed by certified
mail, postage and fees prepaid, or internationally recognized express mail service, as follows:



If to the Company, to:



CIT Group Inc.

1 CIT Drive

Livingston, New Jersey 07039

Attention: Senior Vice President, Compensation and Benefits


If to the Participant, to the address on file with the Company
Group.


 


		(K)	Transfer of Personal Data.
In order to facilitate the administration of this Award, it will be necessary for the Company Group to collect, hold, and process
certain personal information about the Participant. As a condition of accepting this Award, the Participant authorizes, agrees
and unambiguously consents to the Company Group collecting, using, disclosing, holding and processing personal data and transferring
such data to third parties (collectively, the “Data Recipients”) for the primary purpose of the Participant’s
participation in, and the general administration of, the Plan and to the transmission by the Company Group of any personal data
information related to the PSUs awarded under this Award Agreement, as required in connection with the Participant’s participation
in the Plan (including, without limitation, the administration of the Plan) out of the Participant’s home country and including
to countries with less data protection than the data protection provided by the Participant’s home country. This authorization
and consent is freely given by the Participant. The Participant acknowledges that he/she has been informed that upon request, the
Company will provide the name or title and contact information for an officer or employee of the Company Group who is able to answer
questions about the collection, use and disclosure of personal data information.



		(1)	The Data Recipients will treat the Participant’s personal data as private and confidential
and will not disclose such data for purposes other than the management and administration of this Award and will take reasonable
measures to keep the Participant’s personal data private, confidential, accurate and current.



 


		(2)	Where the transfer is to a destination outside the country to which the Participant is employed,
or outside the European Economic Area for Participants employed by the Company Group in the United Kingdom or Ireland, the Company
shall take reasonable steps to ensure that the Participant’s personal data continues to be adequately protected and securely
held. By accepting this Award, the Participant acknowledges that personal information about the Participant may be transferred
to a country that does not offer the same level of data protection as the country in which the Participant is employed.



 


		(L)	Cancellation; Recoupment; Related Matters.



		(1)	In the event of a material restatement of
the Company’s financial statements with respect to any fiscal year during the Performance Period, the Committee (or its designee)
shall review those facts and circumstances underlying the restatement that the Committee (or its designee) determines in its sole
discretion as relevant (which may include,





    
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without limitation, the Participant’s
status and responsibility within the organization, any potential wrongdoing by the Participant and whether the restatement was
the result of negligence, intentional or gross misconduct or other conduct, including any acts or failures to act, detrimental
to the Company insofar as it caused material financial or reputational harm to the Company or its business activities), and the
Committee (or its designee), in its sole discretion, may direct the Company to cancel any outstanding PSUs (whether or not vested,
and including any credited and unpaid dividend equivalents), and the Participant shall forfeit any rights to such canceled PSUs.


		(2)	In the event that the Committee (or its designee),
in its sole discretion, determines that this grant of PSUs was based, in whole or in part, on materially inaccurate financial or
performance metrics for any period preceding the granting of this Award, whether or not a financial restatement is required and
whether or not the Participant was responsible for the inaccuracy, then the Committee (or its designee), in its sole discretion,
may direct the Company to cancel any outstanding PSUs (whether or not vested, and including any credited and unpaid dividend equivalents),
and the Participant shall forfeit any rights to such canceled PSUs.



		(3)	In the event that the Committee (or its designee),
in its sole discretion, determines at any time that the Participant has failed to comply with the Company’s risk policies
or standards and/or improperly or with gross negligence failed to properly identify, raise or assess, in a timely manner and as
reasonably expected, risks and / or concerns with respect to risks material to the Company or its business activities, then the
Committee (or its designee), in its sole discretion, may direct the Company to cancel any outstanding PSUs (whether or not vested,
and including any credited and unpaid dividend equivalents), and the Participant shall forfeit any rights to such canceled PSUs.



		(4)	In the event that the Committee (or its designee),
in its sole discretion, determines at any time that the Participant has breached (i) any applicable provisions relating to non-competition,
non-solicitation, confidential information, inventions, developments or proprietary property in any employment agreement or other
agreement in effect between the Participant and the Company or and/or any Subsidiary or affiliate or (ii) the provisions of Exhibit
B during the Participant’s employment or the one year period following the Participant’s Separation from Service
from the Company Group, then the Committee (or its designee), in its sole discretion, may direct the Company to (a) cancel any
outstanding PSUs (whether or not vested, and including any credited and unpaid dividend equivalents), and the Participant shall
forfeit any rights to such canceled PSUs and / or (b) recover from the Participant an amount equal to the Fair Market Value (determined
as of the Settlement Date) of the net number of Shares distributed to the Participant pursuant to this Award Agreement within the
12 months immediately preceding the Committee’s determination



		(5)	In the event the Committee (or its designee),
in its sole discretion, determines that the Participant has engaged in “Detrimental Conduct” (as defined below) or
violated any of the Company Policies (as defined below) during the Participant’s employment, including if such determination
is made following the Participant’s termination of employment; then the Committee (or its designee), in its sole discretion,
may direct the Company to cancel any outstanding PSUs (whether or not vested, and including any credited and unpaid dividend equivalents),
and the Participant shall forfeit any rights to such canceled PSUs. “Detrimental Conduct” shall mean: (i) any
conduct that would constitute “cause” under the Participant’s employment agreement or similar agreement with
the Company or its Affiliates, if any, or if the Participant’s employment has terminated and the Committee discovers thereafter
that the Participant’s employment could have or should have been terminated for Cause; or (ii) fraud, gross negligence, or
other wrongdoing or malfeasance. “Company Policies” shall mean the Company policies and procedures in effect
from time to time, including, without limitation, policies and procedures with respect to the Company’s “Regulatory
Credit Classifications” (as defined in the Company’s Annual Report on Form 10-K filed with the Securities Exchange
Commission on March 7, 2016 (the “Form 10-K”)), and as amended from time to time, and any credit risk policies
and procedures in effect from time to time.



		(6)	If during the two year period following the
Final Performance Date a Clawback Trigger Event (as defined below) occurs, then the Committee (or its designee), in its sole discretion,
may direct the Company, at any time from the Settlement Date (or such other date Awarded Shares are settled in accordance with
Section (C)(1) or (D) above, if applicable) until the second anniversary of the Final Performance Date, to require the Participant
to repay the Company immediately upon written demand by the Company any amount that does not exceed (1) the total Fair Market Value
of such Shares (as of the Settlement Date (or such other date Awarded Shares are settled in accordance with Section (C)(1) or (D)
above, if applicable)) that have been previously paid to the Participant under this Agreement, plus (2) the value of any other
payments previously paid to the Participant under this Agreement, including, without limitation, any cash payments in accordance
with Section (B)(6) above or any dividend equivalents. A “Clawback Trigger Event” shall be deemed to have occurred
in the event (i) of a material restatement of the Company’s financial statements with respect to any fiscal year during the
Performance Period; (ii) of a determination that this grant of PSUs was based, in whole or in part, on materially inaccurate financial
or performance metrics for any period preceding the granting of this Award, whether or not a financial restatement is required
and whether or not the Participant was responsible for the inaccuracy; (iii) of a determination by the Committee (or its designee),
in its sole discretion, that the Participant has failed to comply with the Company’s risk policies or standards and/or failed
to properly identify, raise or assess, in a timely manner and as reasonably expected, risks and/or concerns with respect to risks
material to the Company or its business activities; (iv) the Participant has engaged in Detrimental Conduct or violated any of
the Company Policies during the Participant’s employment, as determined by the Committee (or its designee) in its sole discretion,
including if such determination is made following the Participant’s termination of employment; or (v) (i) a consolidated,
pre-tax GAAP loss occurs in fiscal year 2019 or 2020, (ii) the Company incurs





    
	2016-ROTCE	6	 




    	 



    

credit losses during such respective
fiscal year 2019 or 2020 with regard to loan and lease transactions originated and booked during the Performance Period and (iii)
such credit losses for such respective fiscal year equal or exceed such consolidated, pre-tax GAAP loss for such respective fiscal
year (a “Pre-Tax Loss”). Notwithstanding the foregoing, any Pre-Tax Loss shall be determined after excluding
the impact of (A) adjustments to or impairment of goodwill or other intangible assets, (B) changes in accounting principles during
the Performance Period, (C) FSA charges and prepayment charges related to the prepayment or early extinguishment of the Company’s
debt, (D) accelerated original issue discount (“OID”) on debt extinguishment related to the Goldman Sachs International
(“GSI”) facility, (E) restructuring or business re-characterization activities, including, but not limited to, terminations
of office leases, or reductions in force, that are reported by the Company, or (F) any other extraordinary or unusual items as
determined by the Committee.


		(7)	Notwithstanding anything contained in the
Plan or this Award Agreement to the contrary, to the extent that the Company is required by law to include any additional recoupment,
recovery or forfeiture provisions to outstanding Awards, then such additional provisions shall also apply to this Award Agreement
as if they had been included as of the Date of Award and in the manner determined by the Committee in its sole discretion.



		(8)	The remedies provided for in this Award Agreement
shall be cumulative and not exclusive, and the Participant agrees and acknowledges that the enforcement by the Company of its rights
hereunder shall not in any manner impair, restrict or limit the right of the Company to seek injunctive and other equitable or
legal relief under applicable law or the terms of any other agreement between the Company and the Participant.



		(M)	Miscellaneous.



		(1)	It is expressly understood that the Committee
is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and
this Award Agreement, all of which shall be binding upon the Participant.



		(2)	The Board may at any time, or from time to
time, terminate, amend, modify or suspend the Plan, and the Board or the Committee may amend or modify this Award Agreement at
any time; provided, however, that, except as provided herein, no termination, amendment, modification or suspension
shall materially and adversely alter or impair the rights of the Participant under this Award Agreement, without the Participant’s
written consent.



		(3)	This Award Agreement is intended to comply
with, or be exempt from, Section 409A of the Code and the regulations and guidance promulgated thereunder (“Section 409A”),
and accordingly, to the maximum extent permitted, this Award Agreement shall be interpreted in a manner intended to be in compliance
therewith. In no event whatsoever shall the Company Group be liable for any additional tax, interest or penalty that may be imposed
on the Participant by Section 409A or any damages for failing to comply with Section 409A. If any provision of the Plan or the
Award Agreement would, in the sole discretion of the Committee, result or likely result in the imposition on the Participant, a
beneficiary or any other person of additional taxes or a penalty tax under Section 409A, the Committee may modify the terms of
the Plan or the Award Agreement, without the consent of the Participant, beneficiary or such other person, in the manner that the
Committee, in its sole discretion, may determine to be necessary or advisable to avoid the imposition of such penalty tax. Notwithstanding
anything to the contrary in the Plan or the Award Agreement, to the extent that the Participant is a “Specified Employee”
(within the meaning of the Committee’s established methodology for determining “Specified Employees” for
purposes of Section 409A), payment or distribution of any amounts with respect to the PSUs that are subject to Section 409A will
be made as soon as practicable following the first business day of the seventh month following the Participant’s Separation
from Service from the Company Group or, if earlier, the date of the Participant’s death. 



		(4)	Delivery of the Shares underlying the PSUs
or payment in cash (if permitted pursuant to Section (B)(6)) upon settlement is subject to the Participant satisfying all applicable
federal, state, provincial, local, domestic and foreign taxes and other statutory obligations (including, without limitation, the
Participant’s FICA obligation, National Insurance Contributions or Canada Pension Plan contributions, as applicable), provided
that any Participant that is subject to tax regulation in the United Kingdom or Ireland shall also be subject to the provisions
of Exhibit C attached hereto, if applicable. The Company shall have the power and the right to (i) deduct or withhold from
all amounts payable to the Participant pursuant to the PSUs or otherwise, or (ii) require the Participant to remit to the Company,
an amount sufficient to satisfy any applicable taxes required by law. 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 PSUs. 



		(5)	The Company may at any time place legends
referencing any applicable federal, state or foreign securities law restrictions on all certificates representing Shares issued
pursuant to this Award Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and
all certificates representing Shares acquired pursuant to this Award Agreement in the possession of the Participant.



		(6)	This Award Agreement shall be subject to all
applicable laws, rules, guidelines and regulations, and to such approvals by any governmental agencies or national securities exchanges
as may be required, or the Committee determines are advisable, including but not limited to any applicable laws or the rules, codes,
or guidelines of any statutory or regulatory body in any jurisdiction relating to the remuneration of any Participant (in each
case as may be





    
	2016-ROTCE	7	 




    	 



    

in force from time to time). The Participant
agrees to take all steps the Company determines are necessary to comply with all applicable provisions of federal, state and foreign
securities law in exercising his or her rights under this Award Agreement.


		(7)	Nothing in the Plan or this Agreement should
be construed as providing the Participant with financial, tax, legal or other advice with respect to the PSUs. The Company recommends
that the Participant consult with his or her financial, tax, legal and other advisors to provide advice in connection with the
PSUs.



		(8)	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.



		(9)	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.



		(10)	This Award Agreement may be executed in one
or more counterparts, all of which taken together shall constitute one contract.



		(11)	The Participant agrees that the Company may,
to the extent permitted by applicable law and as provided for in Section 4.5 of the Plan, retain for itself securities or funds
otherwise payable to the Participant pursuant to this Award Agreement, or any other Award Agreement under the Plan, to satisfy
any obligation or debt that the Participant owes the Company or its affiliates under any Award Agreement, the Plan or otherwise;
provided that the Company may not retain such funds or securities and set off such obligations or liabilities until such time as
they would otherwise be distributable to the Participant, and to the extent that Section 409A is applicable, such offset shall
not exceed the maximum offset then permitted under Section 409A.



		(12)	The Participant acknowledges that if he or
she moves to another country during the term of this Award Agreement, additional terms and conditions may apply and as provided
for in Section 4.10.2 of the Plan and the Company reserves the right to impose other requirements to the extent the Company determines
it is necessary or advisable in order to comply with local law or facilitate the administration of the Award Agreement. The Participant
agrees to sign any additional agreements or undertaking that may be necessary to accomplish the foregoing.



		(13)	The Participant acknowledges that he or she
has reviewed the Company Policies, understands the Company Policies and agrees to be subject to the Company Policies that are applicable
to the Participant, including, without limitation, the Regulatory Credit Classifications and any credit risk policies in effect
from time to time.



		(14)	The Participant acknowledges that the Company
is subject to certain regulatory restrictions that may, under certain circumstances, prohibit the accelerated vesting and distribution
of any unvested PSUs as a result of, or following, a Participant’s Separation from Service.



		(15)	The Participant acknowledges that his or her
participation in the Plan as a result of this Award Agreement is further good and valuable consideration for the Participant’s
obligations under any applicable non-competition, non-solicitation, confidential information, inventions, developments, proprietary
property or similar agreement in effect between the Participant and the Company.



		(16)	Neither this Award Agreement or the Shares
that may be awarded hereunder represent any right to the payment of earned wages, and the rights of the Participant with respect
to any Shares remains fully contingent and subject to the vesting and other terms and conditions of this Award Agreement.



		(17)	Any cash payment made pursuant to Section
(B)(5) or (B)(6) of this Award Agreement shall be calculated, where necessary, by reference to the prevailing U.S. dollar exchange
rate on the proposed payment date (as determined by the Committee in its sole discretion).



		(N)	Acceptance of Award. By accepting
this Award of Performance Share Units, the Participant is agreeing to all of the terms contained in this Award Agreement, including
the terms and conditions with respect to the vesting of the PSUs attached hereto as Exhibit A and the non-competition and
non-solicitation provisions attached hereto as Exhibit B. The Participant may accept this Award by indicating acceptance
by e-mail or such other electronic means as the Company may designate in writing or by signing this Award Agreement if the Company
does not require acceptance by email or such other electronic means. 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., Attention: Senior Vice President, Compensation
and Benefits, 1 CIT Drive, Livingston, New Jersey 07039, no later than thirty (30) days after the Date of Award. If the Participant
declines the Award, it will be cancelled as of the Date of Award.



 




    
	2016-ROTCE	8	 




    	 



    

IN WITNESS WHEREOF, this Award
Agreement (including any exhibits attached hereto) has been executed by the Company by one of its duly authorized officers as of
the Date of Award.


 


CIT Group Inc.


 


 


 


 


Accepted
and Agreed:


 


<<Electronic Signature>>


<<Acceptance Date>>


 


 


 




    
	2016-ROTCE	9	 




    	 



    

EXHIBIT A


 


Vesting Terms and Conditions of the Performance
Share Units


 


This Exhibit A sets forth the manner in
which the number of Awarded Shares will be determined, if any.


 


		(A)	Definitions. All capitalized terms shall have the meanings ascribed to them in the
Award Agreement, unless specifically set forth otherwise herein. In addition, the following terms used in this Exhibit A shall
have the meanings set forth below:



 


 


		(1)	“ROTCE” means the Company’s
return on average tangible common stockholder’s equity and, for the purpose of this measure, equates to average Adjusted
Net Income as a percentage of average Adjusted Tangible Common Equity for the Performance Period. The Committee, in its sole discretion,
may adjust ROTCE to exclude special, unusual or non-recurring items that may be applicable during the Performance Period.



		(2)	“Adjusted Net Income” means
the Company’s after-tax net income adjusted to exclude the impact during the Performance Period of (i) a sale/spin-off of
the Commercial Air business, (ii) the tax effected amortization of intangible assets, (iii) the reversal of any deferred tax asset
valuation allowance, and (iv) other special, unusual or non-recurring, as determined by the Committee in its sole discretion. 



		(3)	“Adjusted Tangible Common Equity”
means the Company’s common stockholder’s equity less goodwill and intangible assets, adjusted to exclude disallowed
deferred tax assets.



		(4)	“Credit Provision” means
the Company’s provision for credit losses as a percent of Average Earning Assets.



		(5)	“Credit Provision Modifier”
means a modifier that can decrease the applicable Payout Percentage by up to 15% based on the Credit Provision for the Performance
Period.



		(6)	“Average Earning Assets”
is a non-GAAP measurement computed using month end balances and is the average of Earning Assets.



		(7)	“Earning Assets” is the
sum of Finance Receivables, operating lease equipment, financing and leasing assets held for sale, interest-bearing cash, securities
purchased under agreements to resell and investments less the credit balances of factoring clients.



		(8)	“Finance Receivables” include
loans, capital lease receivables and factoring receivables held for investment, and does not include amounts contained within assets
held for sale. 



		(9)	“Payout Percentage” shall
be the number expressed in the Performance Measure Factor Grid. The threshold Payout Percentage is 50% and the maximum Payout Percentage
is 150%.



		(10)	“Performance Measure Factor Grid”
means the chart in Paragraph (C) below that provides the applicable Payout Percentage based on the levels of the Performance Measures
that have been achieved.



		(11)	“Performance Measures”
means the performance measurements of ROTCE and Credit Provision used to determine the calculation of PSUs earned in accordance
with this Exhibit A.



		(12)	“Performance Period” means
the period from January 1, 2016 through December 31, 2018.



 


		(B)	In General. The total number of Shares deliverable to the Participant shall be equal
to (i) the Target Number of PSUs (or Pro-Rata Target Number of PSUs, if applicable) multiplied by the applicable Payout Percentage
based on the specified levels of Performance Measures that have been achieved during the Performance Period as provided in the
Performance Measure Factor Grid; (ii) the Target Awarded Shares in accordance with Section (C)(1), (D)(1), (D)(4), (D)(5) or (D)(6)
of the Agreement, if applicable, or (iii) the Pro-Rata Awarded Shares in accordance with Section (D)(2) or (D)(3) of the Agreement,
if applicable.



 




    
	2016-ROTCE	10	 




    	 



    

(C)Performance Measure Factor Grid:


 


	ROTCE	Payout Before Credit Modifier	 	
        Payout With Credit Modifier

        <=lbps
        to >=l bps

        +0% to -15%

	< Min	l	0%	 	0% up to 50% at Discretion of the Compensation Committee
	Min	l	l	 	l	-	l
	 	l	l	 	l	-	l
	 	l	l	 	l	-	l
	 	l	l	 	l	-	l
	 	l	l	 	l	-	l
	 	l	l	 	l	-	l
	 	l	l	 	l	-	l
	Target	l	l	 	l	-	l
	 	l	l	 	l	-	l
	 	l	l	 	l	-	l
	 	l	l	 	l	-	l
	 	l	l	 	l	-	l
	 	l	l	 	l	-	l
	 	l	l	 	l	-	l
	Max	l	l	 	l	-	l


 


 


		(1)	If the levels of Performance Measures attained
falls between the amounts shown above, the applicable Payout Percentage will be determined by interpolation between the respective
amounts shown above.



		(2)	The “Target Level” for
ROTCE is l%, the “Target
Level” for the Credit Provision Modifier is lbps
to lbps,
and the “Minimum Level” for ROTCE is l%.



		(3)	If the Minimum Level for ROTCE is not met,
the PSUs eligible to vest will be forfeited. Notwithstanding the foregoing, the Committee may determine that a portion of the PSUs
eligible to vest, not to exceed 50% of such PSUs, will vest after taking into account such factors as (i) the magnitude of the
ROTCE below the Minimum Level (including positive or negative variance from plan), (ii) the Participant’s degree of involvement
(including the degree to which the Participant was involved in decisions that are determined to have contributed to ROTCE below
the Minimum Level, (iii) the Participant’s performance, and (iv) such other factors as deemed appropriate. Any such determination
will be in the sole discretion of the Committee and will be final and binding.



		(D)	Committee Determination. The Committee shall, in its sole discretion, determine the
level of Performance Measures that have been satisfied during the Performance Period and the applicable Payout Percentage to be
used to determine the number of Awarded Shares, if any, based on the application of the Performance Measure Factor Grid. The Committee
may, in its sole discretion, adjust the Performance Measures and the Performance Measure Factor Grid to exclude the effect of any
corporate acquisition or divestiture after the date hereof on satisfaction of the Performance Measures.



 




    
	2016-ROTCE	11	 




    	 



    

EXHIBIT B


 


Non-Competition and Non-Solicitation Provision


 


All capitalized terms
shall have the meanings ascribed to them in the Award Agreement, unless specifically set forth otherwise herein.


		1.	Non-Competition following Retirement.
Following Participant’s Retirement through the Settlement Date, Participant shall not, without the Company Group’s
prior written consent, engage directly or indirectly in any Competing Business whether as an employer, officer, director, owner,
stockholder, employee, partner, member, joint venturer or consultant. The Committee (or its designee) may, in its sole discretion,
require Participant to submit on or prior to each Vesting Date an affidavit certifying that Participant has not breached this non-competition
restriction, and may condition vesting and settlement of all unvested PSUs on the timely receipt of such affidavit. The geographic
reach of this non-competition restriction shall be the territory which is co-extensive with the Company Group’s business
and the Participant’s responsibilities in the last twenty-four (24) months of employment. Nothing in this non-competition
restriction prevents Participant from owning not more than 2% of the equity of a publicly traded entity. For the avoidance of doubt,
this non-competition restriction shall not apply to a termination of employment for any reason other than Participant’s Retirement.
This provision does not apply to employees who, at the time of award or vesting, are assigned to a Company Group work location
in a country, state or locality that prohibits the foregoing restrictions.



		2.	Non-Solicitation of Customers and Clients.
During employment with the Company Group and for one year thereafter, the Participant shall not, directly or indirectly,
(i) solicit for any Competing Business any client of the Company Group or any specifically identified prospective client of the
Company Group, or (ii) cause a client or any specifically identified prospective client of the Company Group to terminate or diminish
its business with the Company Group. These restrictions shall apply only to clients of the Company Group or specifically identified
prospective clients of the Company Group which the Participant solicited, with which the Participant maintained a business relationship
for the Company Group, or about which the Participant obtained Confidential Information on behalf of the Company Group, in the
last twenty-four (24) months of employment with the Company Group. This provision does not apply to employees who, at the time
of award or vesting, are assigned to a Company Group work location in a country, state or locality that prohibits the foregoing
restrictions.



		3.	Non-Solicitation of Employees. During
employment with the Company Group and for one year thereafter, the Participant shall not, directly or indirectly, (i) solicit,
recruit, induce or otherwise encourage any Company Group employees to end their employment with the Company Group or to engage
in any Competing Business; or (ii) hire or retain as an independent consultant/contractor, on behalf of any Competing Business,
any person who was employed with the Company Group within the preceding six months.



		4.	Definitions.



		(a)	“Competing Business” means
any person or entity that competes with the Company Group in the sale, marketing, production, distribution, research or development
of Competing Products in the same markets.



		(b)	“Competing Products” means
any product or service in existence or under development that competes with any product or service of the Company Group about which
the Participant obtained Confidential Information or for which the Participant provided advisory services or had sales, origination,
marketing, production, distribution, research or development responsibilities in the last twenty-four (24) months of employment
with the Company Group.



		(c)	"Confidential Information"
means both tangible and intangible information owned by CIT or a Third Party (as defined below) which is in print, audio, visual,
digital, electronically-stored or any other form that (i) has been developed or acquired by the Company Group; (ii) constitutes
a trade secret or is proprietary in nature; (iii) is not otherwise known publicly or to the Company Group’s competitors;
and (iv) is kept confidential byte Company Group. Confidential Information includes, but is not limited to: Board of Director presentations
and materials; business, financial, advertising or marketing opportunities, proposals, presentations, plans, budgets, strategies
or methods; financial information including forecasts/presentations, budgets, data, financial statements and tax returns; financial
management and accounting policies and procedures; risk, credit and pricing policies, procedures and terms; prices and rates; profit
margins; secondary marketing and hedging models; loan, lease and other financial program applications and supporting documents
and information; merger, acquisition, divestiture and other transaction information and documents; operations and procedure manuals,
materials, policies and memoranda; software programs; source code; data models; production reports; security and proprietary technology;
analyses; research and developments; know how; methodologies; designs; inventions; innovations; processes; patents; other business,
financial or technical information, improvements, ideas and concepts, whether or not patentable or whether or not copyrightable;
information classified as “Confidential” or “Restricted”; Confidential Information owned by or about CIT’s
licensors, clients, customers, vendors, suppliers, franchisors, referral sources or other business partners or third parties (“Third
Party” or “Third Parties”); and information regarding employees and contingent workers (other than information
involving wages, benefits, other terms and conditions of employment or protected concerted activity).





    
	2016-ROTCE	12	 




    	 



    

EXHIBIT C


 


Applicable Foreign
Tax Provisions


All capitalized terms
shall have the meanings ascribed to them in the Award Agreement, unless specifically set forth otherwise herein.


United Kingdom:


 


The Participant shall also, if requested by the
Company, enter into any tax or National Insurance Contributions agreement or election the Company
deems necessary, including, without limitation, any election under Section 431 of the Income Tax (Earnings and Pensions) Act 2003
in respect of the acquisition of the RSUs or the Shares issued thereunder.


 


Ireland:


In a case where the
Company or an Affiliate or any other person (the “Relevant Person”) is obliged to (or would suffer a disadvantage
if they were not to) account for any tax (in any jurisdiction) by virtue of the receipt of any benefit under this Award Agreement
or the Plan (whether in cash or Shares) or for any pay related social insurance contributions that are payable or assessable (which,
unless the Committee determines otherwise when this Award was made, shall not include employer’s pay related social insurance
contributions in Ireland) (together, the “Tax Liability”), the Participant (or his personal representatives)
must either:


(1)make a payment
to the Relevant Person of an amount equal to the Tax Liability; or


(2)enter into
arrangements acceptable to the Relevant Person to secure that such a payment is made (whether by authorizing the sale of some or
all of the Shares on his or her behalf and the payment to the Relevant Person of the relevant amount out of the proceeds of sale
or otherwise);


and in this regard the Participant (or his or
her personal representatives) shall do all such things and execute such documents as the Relevant Person may reasonably require
in connection with the satisfaction of the Tax Liability.


 



    
	2016-ROTCE	13