Exhibit
10.3


 


EXECUTION
COPY  


 


 






 


July
21, 2014






Joseph Otting

c/o CIT Group Inc.

One CIT Drive

Livingston, NJ 07039


Dear Joseph,


This offer letter (this “Offer Letter”)
memorializes our discussions concerning your role at CIT Group Inc. (“CIT”) following the consummation of the
merger (the “Merger”) contemplated by the Agreement and Plan of Merger among CIT, IMB Holdco LLC (“OneWest”),
Carbon Merger Sub LLC and JCF III HoldCo I L.P., dated as of the date hereof (the “Merger Agreement”). We believe
that your continued service through and following the consummation of the Merger will greatly contribute to the successful integration
of CIT and OneWest and the future success of the combined enterprise.


Positions and Reporting. Following the Effective Time
(as defined in the Merger Agreement), you will be appointed as the Chief Executive Officer and President of the Surviving Bank
(as defined in the Merger Agreement), a subsidiary of CIT, which will be the most senior position of the Surviving Bank (other
than the Chairman of the Surviving Bank) and co-President of CIT, reporting directly to the Chief Executive Officer of CIT and
the Board of Directors of the Surviving Bank. In such positions, you will have such duties and responsibilities as are assigned
to you by the Chief Executive Officer of CIT and the Board of Directors of the Surviving Bank from time to time, provided
such duties and responsibilities will not be inconsistent with such positions. While employed, you will dedicate substantially
all of your business time and attention to your duties and responsibilities with CIT and its affiliates.


Total Target Opportunity. In respect of performance
during each of the 2015, 2016 and 2017 fiscal years of CIT, you will have a total target annual compensation opportunity, currently
consisting of annual base salary, target annual incentive opportunity and target long-term incentive opportunity, equal to $4,500,000
(the “Total Target Opportunity”). The actual payout of the incentive components of the Total Target Opportunity
will be based on, among other things, your performance and CIT’s results. The Total Target Opportunity will be allocated
in the manner determined by the Compensation Committee of the Board of Directors of CIT (the “Committee”) consistent
with the allocations applicable to similarly situated executives of CIT and its affiliates (other than the Chief Executive Officer
of CIT) (the “Peer Executives”), provided that in no event will your annual base salary (payable
bi-weekly) be less than $750,000. Except as expressly provided herein, eligibility to receive incentive awards in respect of the
Total Target Opportunity, as well as the terms and conditions under which they may be granted, may change from time to time at
the sole discretion of the Committee.


Retention RSU Awards. On the date on which the Effective
Time occurs, you will be granted two restricted stock unit awards with respect to CIT common stock, one with a grant date fair
market value equal to $7,500,000 (the “Initial RSUs”), and the other with a grant date fair market value of
$5,000,000 (the “Retention RSUs”). The number of shares of CIT common stock subject to the Initial RSUs and
Retention RSUs will be determined based on the closing price of CIT’s common stock on the New York Stock Exchange on the
day on which the Effective Time occurs (or, if the Effective Time occurs during a securities trading blackout period during which
awards may not be made as set forth in the CIT Equity Compensation Award Policy, on the


CIT Group Inc.


1 CIT Drive


Livingston, NJ 07039


 




    	 



    	 



    

Joseph Otting

Page 2


 


business day following the end of the blackout period). The
vesting, settlement and other terms of the Initial RSUs and Retention RSUs shall be as set forth in the Initial RSU Award Agreement
attached hereto as Exhibit A and Retention RSU Award Agreement attached hereto as Exhibit B (together, the “RSU
Award Agreements”).


Severance Upon Certain Terminations of Employment.
If during the three (3)-year period following the Effective Time (the “Term”), your employment is terminated
without Cause (as defined in the RSU Award Agreements) or you resign for Good Reason (as defined in the RSU Award Agreements),
you will be paid a lump sum amount (as soon as reasonably practicable after the date on which the Release (as defined below) becomes
effective in accordance with its terms)) equal to (i)(A) the product of $375,000, multiplied by the number of full and partial
months remaining in the Term, minus (B) the grant date fair value of any long-term incentive awards granted in respect
of the Total Target Opportunity in the year of termination (not to exceed the amount equal to the portion of the Total Target Opportunity
attributable to long-term incentive awards for such year), plus (ii) 102% of the medical premiums for the remainder
of the Term; provided, however, if the cash severance amount that would be payable to you under the
CIT Employee Severance Plan as in effect from time to time (the “Severance Plan”), based on participation at
the Executive Management Committee level, is greater than the amount contemplated by the foregoing clause, you will instead be
paid the amount payable under the Severance Plan but in accordance with the terms and conditions of this Offer Letter. Any severance
payments or termination vesting of the Initial RSUs and Retention RSUs will be contingent upon your execution and non-revocation
of a release of claims in favor of CIT and its affiliates in the form customarily used by CIT under the Severance Plan (the “Release”),
which Release must be signed by you and returned to CIT within thirty (30) days of your date of termination and become effective
in accordance with its terms. The payments and benefits specified herein on a termination of employment without Cause or for Good
Reason are the only benefits to which you are entitled upon a termination of employment without Cause or for Good Reason, except
for any rights expressly set forth in any equity award agreements in respect of CIT common stock to which you are a party, including
the RSU Award Agreements or any rights to vested benefits as of your date of termination pursuant to the terms of the CIT employee
benefit plans in which you participate. Upon your termination of employment for any reason, you will promptly resign from all positions,
including, any director positions, with CIT and its affiliates.


Employee Benefits. While employed during the Term,
you will be eligible to participate in the employee benefit plans and perquisites provided to Peer Executives, other than participation
in the Severance Plan; provided that, following the Term, you will be eligible to participate in the Severance Plan
at the Executive Management Committee level. You will be eligible for twenty (20) vacation days per full calendar year. Based on
your position, you may be required to comply with banking regulations regarding mandatory time away which, if applicable, must
be taken as part of your eligible vacation time. In addition, you will be eligible for company paid holidays and personal days
in accordance with CIT’s time off policy.


Employment Policies. As part of your employment with
CIT and its affiliates, you agree to abide by all of CIT’s policies and procedures as they presently exist, and as they are
amended from time to time, including, without limitation, any claw back or recoupment policies. Without limiting the generality
of the foregoing, in your role, you will be subject to CIT’s Executive Equity Ownership and Retention Policy as in effect
from time to time (the “Retention Policy”) and generally will be required to own the greater of (i) a minimum
amount of “Stock” (as defined in the Retention Policy) based on a multiple of your base salary or (ii) a number of
“Covered Shares” (as defined in the Retention Policy) currently equal to at least 50% of the vested, after-tax compensation-related
equity awards granted to you by CIT. For the avoidance of doubt, shares of CIT




    	 



    	 



    

Joseph Otting

Page 3


 


common stock received by you after the Effective Time, including,
without limitation, any shares received in respect of the Initial RSUs and Retention RSUs (less any shares withheld to satisfy
required tax withholding obligations and other shares excluded pursuant to the Retention Policy), will be treated as “Covered
Shares”, but shares received in consideration for OneWest equity in connection with the Merger will not. To the extent there
is any inconsistency between the description of the Retention Policy requirements herein and the actual terms of the policy,
the language of the Retention Policy will govern.


Miscellaneous.


CIT’s obligations under this Offer Letter will become
effective upon the occurrence of the Effective Time subject to your continued employment with OneWest as of the Effective Time.
CIT’s obligations under this Offer Letter are contingent upon (i) you subjecting to a vote, in accordance with Q&A/ 6
and 7 of the regulations under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and
the regulations thereunder, all payments and benefits that could reasonably be viewed as “parachute payments” (within
the meaning of Section 280G of the Code and the regulations thereunder), including the payments under this Offer Letter, the Initial
RSUs and the Retention RSUs, and using reasonable best efforts to cause OneWest to seek approval of such payments in accordance
with Q&A/6 and 7 of the regulations under Section 280G of the Code from the interest holders of OneWest or any applicable affiliate
(the form of which vote and any required waiver will be reasonably satisfactory to CIT), prior to the Effective Time, and (ii)
your execution of CIT’s Non Competition, Non-Solicitation and Confidentiality Agreement (the “Confidentiality Agreement”),
a copy of which Confidentiality Agreement is enclosed for your signature simultaneous with your signing of this Offer Letter.


CIT and you intend that the benefits and payments described
in this Offer Letter will comply with the requirements of Section 409A of the Code, and the regulations, guidance and other interpretative
authority issued thereunder to the extent subject thereto, or an exemption to Section 409A of the Code, and that this Offer Letter
will be interpreted and construed consistent with that intent. Any benefits or payments that qualify for the “short-term
deferral” exception, the “separation pay” exception or another exception under Section 409A of the Code will
be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A
of the Code, each payment of compensation under this Offer Letter will be treated as a separate payment of compensation for purposes
of applying the Section 409A of the Code deferral election rules and the exclusion under Section 409A of the Code for certain short-term
deferral amounts. In no event may you, directly or indirectly, designate the calendar year of any payment under this Offer Letter.


This Offer Letter is governed by the law of the State of New
York, without giving effect to any conflicts of laws provisions.


This Offer Letter and the Confidentiality Agreement set forth
the terms of your employment with CIT and supersede any and all prior oral or written agreements, term sheets or communications
made in connection with the negotiation of this Offer Letter, as well as, the employment agreement between you and OneWest, dated
as of October 22, 2010. This Offer Letter and the Confidentiality Agreement do not supersede or amend in any way the Selling Interestholder
Restrictive Covenant Agreement dated as of the date hereof and entered into by you in connection with the Merger Agreement in your
capacity as a selling interestholder in the Merger, which covenants will be in addition to the covenants under the Confidentiality
Agreement. Except for the




    	 



    	 



    

Joseph Otting

Page 4


 


Selling Interestholder Restrictive Covenant Agreement, the
covenants contained in the Confidentiality Agreement will be the sole covenants to which you will be bound or be required to be
party to (including with respect to compensation payable in satisfaction of the Total Target Opportunity during the Term) in connection
with your employment during the Term.


Notwithstanding anything contained in this Offer Letter, the
nature of your employment remains “at-will”. As a result, either you or CIT may terminate your employment relationship
at any time for any reason, with or without cause and with or without notice. If your employment with CIT terminates at any time
for any reason, the compensation outlined in this Offer Letter will cease to be in effect as of your last day of employment, except
as expressly provided above in this Offer Letter with respect to certain terminations of employment during the Term or as expressly
provided under the RSU Award Agreements or any other equity award agreements or any rights to vested benefits as of your date of
termination pursuant to the terms of the CIT employee benefit plans in which you participate.


Your signature below and on the Confidentiality Agreement
indicate that you understand and agree to the terms set forth in this Offer Letter, the RSU Award Agreements and the Confidentiality
Agreement. No changes to the foregoing are valid unless authorized and signed by you and the Chief Executive Officer, the General
Counsel and/or either of their designees. In addition, no one at CIT is authorized to vary the terms of this Offer Letter, the
RSU Award Agreements and the Confidentiality Agreement except the Chief Executive Officer, the General Counsel and/or either of
their designees. An additional copy of this Offer Letter and the Confidentiality Agreement are enclosed for your records.


 


[Signature
Pages Follow]





    	 



    	 



    

Joseph Otting

Page 5


 


We are looking forward to your joining
CIT during this period of growth and transformation.


Sincerely,


/s/ Robert J. Ingato_____________________


		Name:	Robert J. Ingato



		Title:	Executive Vice President,

General Counsel and Secretary












    	 



    	 



    

Joseph Otting

Page 6


 


Agreed and accepted:


 


 


	
        /s/ Joseph Otting
	
        7/21/14

	Joseph Otting	Date


 


 


 








    	 



    	 



    

EXHIBIT A


 





 


CIT Group Inc.

Long-Term Incentive Plan

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


	“Participant”:	Joseph Otting
	“Date of Award”:	[The closing date of the merger]
	“Number of RSUs Granted”:	[A number with a grant date value equal to $7.5 million]


 


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 (A) 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), (B) Section (B)(2) and (C) compliance with, and subject to, the terms and conditions of this Award
Agreement, (i) one-third (33 1/3%) of the RSUs shall vest on the first anniversary of the Date of Award, (ii) one-third
(33 1/3%) of the RSUs shall vest on the second anniversary of the Date of Award and (iii) one-third (33 1/3%) of the RSUs
shall vest on the third anniversary of the Date of Award (each such date, a “Vesting Date”).



		(2)	As promptly as practicable following the end
of each fiscal year in the 2015 through 2017 “Performance Period” (each such fiscal year, a “Measurement
Year”), the Committee shall determine whether the Company’s cumulative Pre-Tax Income (as defined below) for the
three fiscal years ending with the applicable Measurement Year was positive (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, after taking into account such factors as (i) the magnitude of the negative, cumulative Pre-Tax Income
(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 a negative, cumulative Pre-Tax Income),
(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. “Pre-Tax Income” means, with respect to
each fiscal year, the Company’s aggregate consolidated net income adjusted to exclude debt redemption charges and deferred
original issue discount deductions, 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 in accordance
with applicable accounting rules. 



		(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)	Except for Participants who are tax residents
of Canada, 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) 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) or (D), as applicable.



		(C)	Separation from Service.



		(1)	If, after the Date of Award and prior to the
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 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, for a Participant that is a US taxpayer at any time during the period the
RSUs vest and become settled hereunder and 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 including, for the avoidance of doubt, in connection with
a sale of a business unit) or for Good Reason (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 65 with at least 5 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; or (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 a member of the Company Group is a member. “Good Reason” means, without the Participant’s
consent, (i) the Participant incurs a material diminution of his annual base salary as set forth in the Offer Letter between
the Company and the Participant, dated as of July 21, 2014 (the “Offer Letter”) (except in the event of a compensation
reduction applicable to the Participant and other employees of comparable rank and/or status); (ii) the Participant incurs
a material diminution of his duties or responsibilities from those in effect as of immediately following the Effective Time (as
defined in the Offer Letter); (iii) the Participant is reassigned to a work location that is more than fifty (50) miles
from his immediately preceding work location and which increases the distance the Participant has to commute to work by more than
fifty (50) miles; or (iv) a material breach by the Company of the Offer Letter. 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 ninety (90)-day cure period.



		(3)	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)
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. 





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		(2)	Notwithstanding any provision contained in
the Plan or this Award Agreement to the contrary, if, prior to an applicable Settlement Date, a Change of Control occurs and within
two (2) years of such Change of Control the Participant incurs a Separation from Service (i) due to the Participant’s Retirement,
(ii) initiated by the Company without Cause or (iii) initiated by the Participant for Good Reason, 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. 



		(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 the terms of the Offer Letter,
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.



		(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.





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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,
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, 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 twelve (12) months immediately preceding the Committee’s determination.






    	4



    	 



    

 


		(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 twelve
(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 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 twelve
(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 any provisions relating to non-competition, non-solicitation,
confidential information or inventions or proprietary property in any employment agreement or other agreement in effect between
the Participant and the Company or an Affiliate (including, without limitation, the provisions of the Selling Interestholder Restrictive
Covenant Agreement, dated as of July 21, 2014, by and between the Company and the Participant) during the Participant’s employment
or the period following the Participant’s Separation from Service from the Company Group specified in the applicable agreement,
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 twelve (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 Offer Letter, 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 February 27, 2014 (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.



		(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.





    	5



    	 



    

 


		(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, 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). 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.



		(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 





    	6



    	 



    

 


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 non-competition, non-solicitation, confidentiality or similar agreement 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. 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 has been executed by the Company by one of its duly authorized officers as of the Date of Award.


 


CIT Group Inc.


 


 


 


[Name]

[Title]


 


 


Accepted
and Agreed:


 


<<Electronic Signature>>


<<Acceptance Date>>




    	7



    	 



    

EXHIBIT B


 


 





CIT Group Inc.

Long-Term Incentive Plan

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


	“Participant”:	Joseph Otting
	“Date of Award”:	[The closing date of the merger]
	“Number of RSUs Granted”:	[A number with a grant date value equal to $5 million]


 


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 (A) 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), (B) Section (B)(2) and (C) compliance with, and subject to, the terms and conditions of this Award
Agreement, all of the RSUs granted hereunder shall vest in full on the third anniversary of the Date of Award (the “Vesting
Date”).



		(2)	As promptly as practicable following the end
of each fiscal year in the 2015 through 2017 “Performance Period” (each such fiscal year, a “Measurement
Year”), the Committee shall determine whether the Company’s cumulative Pre-Tax Income (as defined below) for the
three fiscal years ending with the applicable Measurement Year was positive (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, after taking into account such factors as (i) the magnitude of the negative, cumulative Pre-Tax Income
(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 a negative, cumulative Pre-Tax Income),
(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. “Pre-Tax Income” means, with respect to
each fiscal year, the Company’s aggregate consolidated net income adjusted to exclude debt redemption charges and deferred
original issue discount deductions, 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 in accordance
with applicable accounting rules. 



		(3)	Each vested RSU shall be settled through the
delivery of one Share within thirty (30) days following the Vesting Date (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 Sections (B)(2) and/or (L) apply to the Participant.



		(4)	The Shares delivered to the Participant on
the 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
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)	Except for Participants who are tax residents
of Canada, 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 Vesting Date or, in the case of settlement
in accordance with Section (C)(1) 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) or (D), as applicable.



		(C)	Separation from Service.



		(1)	If, after the Date of Award and prior to the
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 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, for a Participant that is a US taxpayer at any time during the period the RSUs
vest and become settled hereunder and 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 including, for the avoidance of doubt, in connection with
a sale of a business unit) or for Good Reason (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 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 65 with at least 5 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; or (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 a member of the Company Group is a member. “Good Reason” means, without the Participant’s
consent, (i) the Participant incurs a material diminution of his annual base salary as set forth in the Offer Letter between
the Company and the Participant, dated as of July 21, 2014 (the “Offer Letter”) (except in the event of a compensation
reduction applicable to the Participant and other employees of comparable rank and/or status); (ii) the Participant incurs
a material diminution of his duties or responsibilities from those in effect as of immediately following the Effective Time (as
defined in the Offer Letter); (iii) the Participant is reassigned to a work location that is more than fifty (50) miles
from his immediately preceding work location and which increases the distance the Participant has to commute to work by more than
fifty (50) miles; or (iv) a material breach by the Company of the Offer Letter. 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 ninety (90)-day cure period.



		(3)	If, prior to the 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) 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



    	 



    

 


		(2)	Notwithstanding any provision contained in
the Plan or this Award Agreement to the contrary, if, prior to the Settlement Date, a Change of Control occurs and within two (2)
years of such Change of Control the Participant incurs a Separation from Service (i) due to the Participant’s Retirement,
(ii) initiated by the Company without Cause or (iii) initiated by the Participant for Good Reason, 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. 



		(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 the terms of the Offer Letter,
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.



		(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), 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.





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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,
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, 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 twelve (12) months immediately preceding the Committee’s determination.






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		(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 twelve
(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 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 twelve
(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 any provisions relating to non-competition, non-solicitation,
confidential information or inventions or proprietary property in any employment agreement or other agreement in effect between
the Participant and the Company or an Affiliate (including, without limitation, the provisions of the Selling Interestholder Restrictive
Covenant Agreement, dated as of July 21, 2014, by and between the Company and the Participant) during the Participant’s employment
or the period following the Participant’s Separation from Service from the Company Group specified in the applicable agreement,
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 twelve (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 Offer Letter, 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 February 27, 2014 (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.



		(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.





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		(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, 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). 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.



		(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 





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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 non-competition, non-solicitation, confidentiality or similar agreement 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. 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 has been executed by the Company by one of its duly authorized officers as of the Date of Award.


 


CIT Group Inc.


 


 


 


[Name]

[Title]


 


 


Accepted
and Agreed:


 


<<Electronic Signature>>


<<Acceptance Date>>






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