Exhibit 10.38


 





CIT Group Inc.

Long-Term Incentive Plan

Restricted Stock Unit Award Agreement (with Performance-Based Vesting EA)


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


 


Effective as of the Date of Award, this
Award Agreement sets forth the grant of Restricted Stock Units (“RSUs”) by CIT Group Inc., a Delaware corporation
(the “Company”), to the Participant, pursuant to the provisions of the Amended and Restated CIT Group Inc. Long-Term
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 RSUs. The Company hereby
grants to the Participant the Number of RSUs Granted, effective as of the Date of Award and subject to the terms and conditions
of the Plan and this Award Agreement. Each RSU represents the unsecured right to receive one Share in the future following the
vesting of the RSU in accordance with this Award Agreement. The Participant shall not be required to pay any additional consideration
for the issuance of the Shares upon settlement of the RSUs.



		(B)	Vesting and Settlement of RSUs.



		(1)	Subject to the Participant’s continued
employment with the Company and/or its Affiliates (the “Company Group”) from the Date of Award until the applicable
Vesting Date (as defined below) and compliance with, and subject to, the terms and conditions of this Award Agreement, one-third
(33 1/3%) of the RSUs shall vest on March 1, 2017, March 1, 2018, and March 1, 2019 (each a “Vesting Date”).



		(2)	As promptly as practicable following the end
of each fiscal year in the 2016 through 2018 “Performance Period” (each such fiscal year, a “Measurement
Year”), the Committee shall determine whether the Company’s Capital Ratio (as defined below) met or exceeded the
applicable minimum for well-capitalized banks as established by the Federal Reserve for the Measurement Year most recently completed
(the “Performance Requirement”). If the Performance Requirement was not met for that Measurement Year, the Committee
may cancel all or a portion of the RSUs that otherwise would have vested on the immediately following Vesting Date, after taking
into account such factors as (i) the magnitude of the Capital Ratio below the minimum, (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 a Capital Ratio
below the minimum), (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. “Capital Ratio” means, with respect
to each fiscal year, the Company’s Common Equity Tier 1 capital ratio, as shown on the Company’s consolidated financial
statements for such fiscal year, but calculated excluding any special, unusual or non-recurring items as determined by the Committee
in its sole discretion. 



		(3)	Each vested RSU shall be settled through the
delivery of one Share within thirty (30) days following the applicable Vesting Date (a “Settlement Date”), provided
that any fractional Share shall vest and be settled on the last Vesting Date and Settlement Date, respectively, and provided further
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 Sections (B)(2) and/or (L) apply to the Participant.



		(4)	The Shares delivered to the Participant on
the applicable Settlement Date (or such date determined in accordance with Section (C) or (D)) 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
applicable Vesting Date, dividends with respect to 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 such period multiplied by the number of unvested RSUs. 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 vested RSUs shall be paid in cash or Shares, as applicable, on the Settlement Date.



		(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 Shares, the RSUs 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 Shares, determined on the applicable Vesting Date or, in the case of settlement
in accordance with Section (C)(1), (C)(3) or (D), 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) or the date of Disability, as applicable. Settlement under this Section (B)(6) shall be made at the
time specified under Sections (B)(3), (B)(5), (C)(1), (C)(2), (C)(3) or (D), as applicable.


		(C)	Separation from Service.



		(1)	If, after the Date of Award and prior to an
applicable Settlement Date, the Participant incurs a Disability (as defined below) or a Separation from Service from the Company
Group due to death, each RSU, to the extent unvested, shall vest immediately and shall settle through the delivery of one Share
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 at the time the RSUs are settled 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)	If, after the Date of Award and prior to an
applicable Settlement Date, the Participant incurs a Separation from Service due to the Participant’s Retirement (as defined
below) or initiated by the Company without Cause (as defined below), and, subject to the terms and conditions of the Plan and this
Award Agreement, including Section (L) below, the RSUs (and any credited and unpaid dividend equivalents), to the extent unvested
as of such Separation from Service, shall continue to vest and be settled on the applicable Vesting Date and Settlement Date in
accordance with Sections (B)(1), (B)(2) and (B)(3) above, unless such continued vesting and settlement of RSUs (and dividend equivalents)
following the Participant’s Separation from Service is prohibited or limited by applicable law and/or regulation. “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.



		(3)	Notwithstanding Sections (C)(1) or (C)(2),
if the Participant’s employment agreement with the Company, as amended on January 16, 2015 and as amended further from time
to time (the “Employment Agreement”), is still in effect on the date of the Participant’s Separation from
Service, then (A) upon a Separation from Service described in Section 5(a) of the Employment Agreement, the RSUs (and any credited
and unpaid dividend equivalents), to the extent unvested, shall vest upon such Separation from Service, the Performance Requirement
for any uncompleted fiscal years shall be deemed to have been met, and the RSUs shall be settled on the original Settlement Date
in accordance with Section (B)(3) above, and (B) upon a Separation from Service described in Section 5(c) or 5(d) of the Employment
Agreement, the RSUs (and any credited and unpaid dividend equivalents), to the extent unvested, shall vest upon such Separation
of Service and be settled within thirty (30) days following such Separation from Service, in each case, unless such accelerated
vesting and settlement of RSUs (and dividend equivalents) following the Participant’s Separation from Service is prohibited
or limited by applicable law and/or regulation.



		(4)	If, prior to an applicable Vesting Date, the
Participant’s employment with the Company Group terminates for any reason other than as set forth in Section (C)(1), (C)(2),
(C)(3) or (D), the unvested RSUs 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 RSUs including, without limitation, dividend equivalents pursuant
to Section (B)(5).



		(D)	Change of Control. 



		(1)	Notwithstanding any provision contained in
the Plan or this Award Agreement to the contrary, if a Change of Control occurs before the last day of the Performance Period,
the Performance Requirement in Section (B)(2) will not apply to the RSUs that will vest in accordance with this Award Agreement
for any uncompleted fiscal years in the Performance Period. 



		(2)	Notwithstanding any provision contained in
the Plan or this Award Agreement to the contrary and subject to Section (C)(3) above, if, prior to an applicable Settlement Date,
a Change of Control occurs and within two years of such





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Change of Control the Participant
incurs a Separation from Service (i) due to the Participant’s Retirement, (ii) initiated by the Company without Cause, (iii)
initiated by the Participant for Good Reason or (iv) described in Section 5(a) of the Employment Agreement in the event that the
Employment Agreement is still in effect on the date of such Separation from Service, the RSUs (and any credited and unpaid dividend
equivalents), to the extent unvested, shall vest upon such Separation from Service and be settled within thirty (30) days following
such Separation from Service, unless such accelerated vesting and settlement of RSUs (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 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 Control 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.


		(E)	Transferability. The RSUs 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.



		(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 confer
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 impact 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 RSUs 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 RSUs 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 RSUs are in no way secured, guaranteed
or warranted by the Company Group.



		(2)	The RSUs 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 RSUs, 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 RSUs 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 RSUs 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.





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		(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 an applicable Settlement Date
or as provided in Section (C) or (D), if applicable.



		(I)	Securities Representation. The
grant of the RSUs and issuance of Shares upon vesting of the RSUs 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 RSUs, 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 RSUs 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,
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.



 




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		(L)	Cancellation; Recoupment; Related Matters.



		(1)	In the event of a material restatement of
the Company’s financial statements, 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, 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 (i) to cancel any outstanding
RSUs (whether or not vested), and the Participant shall forfeit any rights to such cancelled RSUs and / or (ii) to 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.




		(2)	In the event that the Committee (or its designee),
in its sole discretion, determines that this grant of RSUs 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 (i) to cancel any outstanding RSUs (whether or not vested), and the Participant shall forfeit any rights
to such cancelled RSUs, and / or (ii) to 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.



		(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 (i) to cancel any outstanding RSUs (whether or not vested), and
the Participant shall forfeit any rights to such cancelled RSUs, and / or (ii) to 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.



		(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 the Employment Agreement or other
agreement in effect between the Participant and the Company or an Affiliate or (ii) the provisions of Exhibit A during the
Participant’s employment or the period following the Participant’s Separation from Service from the Company Group listed
in Exhibit A, then the Committee (or its designee), in its sole discretion, may direct the Company (a) to cancel any outstanding
RSUs (whether or not vested), and the Participant shall forfeit any rights to such cancelled RSUs, and / or (b) to 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
and any credited and unpaid dividend equivalents with respect to such Shares to the Participant (and the Participant shall forfeit
any rights to such Shares and any credited and unpaid dividend equivalents).



		(5)	In the event the Committee (or its designee),
in its sole discretion, determines at any time 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 (i) to cancel any outstanding RSUs (whether or not vested), and the Participant shall forfeit
any rights to such cancelled RSUs and / or (ii) to 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. “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)	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.





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		(7)	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 RSUs 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 RSUs
or payment in cash (if permitted pursuant to Section (B)(6)) upon settlement is subject to the Participant satisfying all applicable
federal, state, local and foreign taxes and other statutory obligations (including, without limitation, 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 RSUs 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 RSUs. 



		(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 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 RSUs. The Company recommends
that the Participant consult with his or her financial, tax, legal and other advisors to provide advice in connection with the
RSUs.



		(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.





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		(11)	The Participant agrees that the Company may,
to the extent permitted by applicable law and as provided for in Section 17(g) 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 17(f) 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 RSUs 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 RSUs, the Participant is agreeing to all of the terms contained in this Award Agreement, including the non-competition
and non-solicitation provisions attached hereto as Exhibit A. 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.



 


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>>


 


 




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EXHIBIT A


 


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 each 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 RSUs 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).


 



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