Exhibit 10.37


 





CIT Group Inc.

Long-Term Incentive Plan

Restricted Stock Unit Award Agreement


Effective as of the “Date of
Award” (as such term is defined in the “Award Summary” that was delivered to the Participant by the
Company), this Award Agreement sets forth the grant of Restricted Stock Units (“RSUs”) by CIT Group Inc., a
Delaware corporation (the “Company”), to the Participant named in the Award Summary, 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 set forth in the Award Summary, effective as of the Date of Award and subject to the terms and conditions of
the Plan and this Award Agreement. Each RSU represents the unsecured right to receive one Share in the future following the vesting
of the RSU in accordance with this Award Agreement. The Participant shall not be required to pay any additional consideration for
the issuance of the Shares upon settlement of the RSUs.


(B)             
Vesting and Settlement of RSUs.


(1)             
Subject to the Participant’s continued employment with the Company
and/or its Affiliates (the “Company Group”) from the Date of Award until the applicable “Vesting Date”
(as defined in the Award Summary) and compliance with, and subject to, the terms and conditions of this Award Agreement, the RSUs
shall vest as set forth in the Award Summary.


(2)             
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.


(3)             
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.


(4)             
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.


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


(C)             
Separation from Service.


(1)             
If, after the Date of Award and prior to an applicable Settlement Date,
the Participant incurs a Disability (as defined below) or a Separation from Service from the Company Group due to death, each RSU,
to the extent unvested, shall vest immediately and shall settle through the delivery of one Share within thirty (30) days following
the Participant’s Disability or Separation from Service due to death. The Participant (or the Participant’s beneficiary
or legal representative, if applicable) shall also be entitled to receive all credited and unpaid dividend equivalents at the time
the RSUs are settled in accordance with this Section (C)(1). “Disability” shall have the same meaning as defined
in the Company’s applicable long-term disability plan or policy last in effect prior to the first date the Participant suffers
from such Disability; provided, however, to the extent a “Disability” event does not also constitute
a “Disability” as defined in Section 409A, such Disability event shall not constitute a Disability for purposes of
this Section (C)(1).


 


 


 






 


(2)             
If, after the Date of Award and prior to an applicable Settlement Date,
the Participant incurs a Separation from Service due to the Participant’s Retirement (as defined below) or initiated by the
Company and not involving circumstances that would otherwise constitute a Non-RIF Termination (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) and (B)(2) 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 either (i) the Participant’s election
to retire upon or after attaining his or her “Normal Retirement Age”; or (ii) the Participant’s election
to retire upon (A) completing at least a 10-year “Period of Benefit Service” and (B) having either (1) attained
age 55, or (2) incurred an “Eligible Termination” and, at the time of such “Eligible Termination,”
having attained age 54. The terms “Normal Retirement Age,” “Period of Benefit Service” and
“Eligible Termination” shall have the meaning as defined in the CIT Group Inc. Retirement Plan, effective January
1, 2007, as amended from time to time (the “Retirement Plan”). A “Non-RIF Termination” shall
have the meaning attributed to it in the Company’s Employee Severance Plan, as amended from time to time (the “Employee
Severance Plan”). The definitions of Retirement, Normal Retirement Age, Period of Benefit Service, Eligible Termination
and Non-RIF Termination are applicable irrespective of whether the Participant is eligible to participate in the Retirement Plan
and/or the Employee Severance Plan.


(3)             
Notwithstanding Sections (C)(1), (C)(2) or (D), if the Participant’s
employment agreement with the Company, as amended on March 28, 2012 and as amended further from time to time (the “Employment
Agreement”), is still in effect on the date of the Participant’s Separation from Service, then upon a Separation
from Service described in Section 5(a), 5(c) or 5(d) of the Employment Agreement the RSUs (and any credited and unpaid dividend
equivalents), to the extent unvested, shall vest upon such Separation 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.


(4)             
If, prior to an applicable Vesting Date, the Participant’s employment
with the Company Group terminates for any reason other than as set forth in Section (C)(1), (C)(2), (C)(3) or (D), the unvested
RSUs shall be cancelled immediately and the Participant shall immediately forfeit any rights to, and shall not be entitled to receive
any payments with respect to, the RSUs including, without limitation, dividend equivalents pursuant to Section (B)(4).


(D)            
Change of Control. Notwithstanding any provision contained
in the Plan or this Award Agreement to the contrary and subject to Section (C)(3) above, if, prior to an applicable Settlement
Date, a Change of Control occurs and within two years of such Change of Control the Participant incurs a Separation from Service
(i) initiated by the Company and not involving circumstances that would otherwise constitute a Non-RIF Termination or (ii) initiated
by the Participant for “Good Reason” (as defined below), the RSUs (and any credited and unpaid dividend equivalents),
to the extent unvested, shall vest upon such Separation from Service and be settled within thirty (30) days following such Separation
from Service, unless such accelerated vesting and settlement of RSUs (and dividend equivalents) following the Participant’s
Separation from Service is prohibited or limited by applicable law and/or regulation. “Good Reason” shall mean,
without the Participant’s consent, a material diminution of the Participant’s (x) base salary and incentive compensation
opportunity (except in the event of a compensation reduction applicable to the Participant and other employees of comparable rank
and/or status) or (y) duties and responsibilities (except a temporary reduction while the Participant is physically or mentally
incapacitated or a modification in the duties and/or responsibilities of the Participant and other employees of comparable rank
and/or status following a Control of Control), provided, that a Separation from Service for Good Reason shall not occur unless
(A) the Participant has provided the Company written notice specifying in detail the alleged condition of Good Reason within thirty
(30) days of the occurrence of such condition; (B) the Company has failed to cure such alleged condition within ninety (90) days
following the Company’s receipt of such written notice; and (C) if the Committee (or its designee) has determined that the
Company has failed to cure such alleged condition, the Participant initiates a Separation from Service within five (5) days following
the end of such 90-day cure period.


(E)             
Transferability. The RSUs are not transferable other
than by last will and testament, by the laws of descent and distribution pursuant to a domestic relations order, or as otherwise
permitted under Section 12 of the Plan.


(F)             
Incorporation of Plan. The Plan includes terms and conditions
governing all Awards granted thereunder and is incorporated into this Award Agreement by reference unless specifically stated herein.
This Award Agreement and the rights of the Participant hereunder are subject to the terms and conditions of the Plan, as amended
from time to time and as supplemented by this Award Agreement, and to such rules and regulations as the Committee may adopt under
the Plan. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan’s terms
shall supersede and replace the conflicting terms of this Award Agreement.


(G)             
No Entitlements.


(1)             
Neither the Plan nor the Award Agreement confer on the
Participant any right or entitlement to receive compensation, including, without limitation, any base salary or incentive compensation,
in any specific amount for any future fiscal year (including, without limitation, any grants of future Awards under the Plan),
nor impact in any way the Company


 


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Group’s determination of the amount, if any, of the Participant’s base salary or
incentive compensation. This Award of RSUs made under this Award Agreement is completely independent of any other Awards or grants
and is made at the sole discretion of the Company. The RSUs do not constitute salary, wages, regular compensation, recurrent compensation,
pensionable compensation or contractual compensation for the year of grant or any prior or later years and shall not be included
in, nor have any effect on or be deemed earned in any respect, in connection with the determination of employment-related rights
or benefits under law or any employee benefit plan or similar arrangement provided by the Company Group (including, without limitation,
severance, termination of employment and pension benefits), unless otherwise specifically provided for under the terms of such
plan or arrangement or by the Company Group. The benefits provided pursuant to the RSUs are in no way secured, guaranteed or warranted
by the Company Group.


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


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


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


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


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


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


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


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


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


 


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If to the Company, to:



CIT Group Inc.

1 CIT Drive

Livingston, New Jersey 07039

Attention: Senior Vice President, Compensation and Benefits


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


 


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


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


 


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


 


(L)             
Cancellation; Recoupment; Related Matters.


(1)             
In the event of a material restatement of the Company’s financial
statements, the Committee (or its designee) shall review those facts and circumstances underlying the restatement that the Committee
(or its designee) determines in its sole discretion as relevant (which may include, without limitation, the Participant’s
status and responsibility within the organization, any potential wrongdoing by the Participant and whether the restatement was
the result of negligence, intentional or gross misconduct or other conduct, including any acts or failures to act, detrimental
to the Company insofar as it caused material financial or reputational harm to the Company or its business activities), and the
Committee (or its designee), in its sole discretion, may direct the Company (i) to cancel any outstanding RSUs (whether or not
vested), and the Participant shall forfeit any rights to such cancelled RSUs and / or (ii) to recover from the Participant an amount
equal to the Fair Market Value (determined as of the Settlement Date) of the net number of Shares distributed to the Participant
pursuant to this Award Agreement within the 12 months immediately preceding the Committee’s determination. 


(2)             
In the event that the Committee (or its designee), in its sole discretion,
determines that this grant of RSUs was based, in whole or in part, on materially inaccurate financial or performance metrics for
any period preceding the granting of this Award, whether or not a financial restatement is required and whether or not the Participant
was responsible for the inaccuracy, then the Committee (or its designee), in its sole discretion, may direct the Company (i) to
cancel any outstanding RSUs (whether or not vested), and the Participant shall forfeit any rights to such cancelled RSUs, and /
or (ii) to recover from the Participant an amount equal to the Fair Market Value (determined as of the Settlement Date) of the
net number of Shares distributed to the Participant pursuant to this Award Agreement within the 12 months immediately preceding
the Committee’s determination.


(3)             
In the event that the Committee (or its designee), in its sole discretion,
determines at any time that the Participant has failed to comply with the Company’s risk policies or standards and/or failed
to properly identify, raise or assess, in a timely manner and as reasonably expected, risks and/or concerns with respect to risks
material to the Company or its business activities, then the Committee (or its designee), in its sole discretion, may direct the
Company (i) to cancel any outstanding RSUs (whether or not vested), and the Participant shall forfeit any rights to such cancelled
RSUs, and / or (ii) to recover from the Participant an amount equal to the Fair Market Value (determined as of the Settlement Date)
of the net number of Shares distributed to the Participant pursuant to this Award Agreement within the 12 months immediately preceding
the Committee’s determination.


(4)             
In the event that the Committee (or its designee), in its sole discretion,
determines at any time that the Participant has breached (i) any provisions relating to non-competition, non-solicitation, confidential
information or inventions or proprietary property in the Employment Agreement or other agreement in effect between the Participant
and the Company or an Affiliate or (ii) the provisions of Exhibit A during the Participant’s employment or the one
year period


 


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following the Participant’s Separation from Service from the Company Group, then the Committee (or its designee),
in its sole discretion, may direct the Company to cancel any then unvested RSUs, and the Participant shall forfeit any rights to
such unvested and cancelled RSUs.


(5)             
In the event the Committee (or its designee), in its sole discretion,
determines at any time that the Participant has engaged in “Detrimental Conduct” (as defined below) or violated any
of the Company Policies (as defined below) during the Participant’s employment, including if such determination is made following
the Participant’s termination of employment, then the Committee (or its designee), in its sole discretion, may direct the
Company (i) to cancel any outstanding RSUs (whether or not vested), and the Participant shall forfeit any rights to such cancelled
RSUs and / or (ii) to recover from the Participant an amount equal to the Fair Market Value (determined as of the Settlement Date)
of the net number of Shares distributed to the Participant pursuant to this Award Agreement within the 12 months immediately preceding
the Committee’s determination. “Detrimental Conduct” shall mean: (i) any conduct that would constitute
“cause” under the Participant’s employment agreement or similar agreement with the Company or its Affiliates,
if any, or if the Participant’s employment has terminated and the Committee discovers thereafter that the Participant’s
employment could have been terminated for “cause” or as a Non-RIF Termination; (ii) the commission of a misdemeanor
involving moral turpitude or a felony; (iii) fraud, gross negligence, malfeasance or any act or failure to act that has caused
or may reasonably be expected to cause material injury to the Company Group; or (iv) a 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 Company or one of its Affiliates is a member. “Company Policies”
shall mean the Company policies in effect from time to time, including, without limitation, policies 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 29, 2012 (the “Form 10-K”)), and as amended from
time to time, and any credit risk policies 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.


(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)(5)) upon settlement is subject to the Participant satisfying all applicable federal, state, local and foreign
taxes and other statutory obligations (including, without limitation, the Participant’s FICA obligation). The Company shall
have the power and the right to (i) deduct or withhold from all amounts payable to the Participant pursuant to the RSUs or otherwise,
or (ii) require the Participant to remit to the Company, an amount sufficient to satisfy any applicable taxes 


 


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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 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)(4) or (B)(5) 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).


 


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(N)            
Acceptance of Award. By accepting this Award of RSUs,
the Participant is agreeing to all of the terms contained in this Award Agreement, including the non-solicitation provision attached
hereto as Exhibit A. The Participant may accept this Award by indicating acceptance by e-mail or such other electronic means
as the Company may designate in writing or by signing this Award Agreement if the Company does not require acceptance by email
or such other electronic means. If the Participant desires to refuse the Award, the Participant must notify the Company in writing.
Such notification should be sent to CIT Group Inc., Attention: Senior Vice President, Compensation and Benefits, 1 CIT Drive, Livingston,
New Jersey 07039, no later than thirty (30) days after the Date of Award. If the Participant declines the Award, it will be cancelled
as of the Date of Award.


 


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


 


CIT Group Inc.


 


 


 


 


 


 


 


 


Accepted
and Agreed:


 


 


 


______________________           ______________________


Participant Name                            Date


 


 


 


 


 


7


 






 


EXHIBIT A


 


Non-Solicitation Provision


 


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


1.                  
Non-Solicitation of Customers and Clients. During employment
with the Company Group and for one year thereafter, the Participant shall not, directly or indirectly, (i) solicit for any
Competing Business any client of the Company Group or any specifically identified prospective client of the Company Group, or (ii)
cause a client or any specifically identified prospective client of the Company Group to terminate or diminish its business with
the Company Group. These restrictions shall apply only to clients of the Company Group or specifically identified prospective clients
of the Company Group which the Participant solicited, with which the Participant maintained a business relationship for the Company
Group, or about which the Participant obtained Confidential Information on behalf of the Company Group, in the last twenty-four
(24) months of employment with the Company Group. 


2.                  
Non-Solicitation of Employees. During employment with the Company
Group and for one year thereafter, the Participant shall not, directly or indirectly, (i) solicit, recruit, induce or otherwise
encourage any Company Group employees to end their employment with the Company Group or to engage in any Competing Business; or
(ii) hire or retain as an independent consultant/contractor, on behalf of any Competing Business, any person who was employed with
the Company Group within the preceding six months.


3.                  
Definitions.


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


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


(c)                
"Confidential Information" means information in
print, audio, visual, digital, electronically-stored or any other form, which the Company Group has acquired and keeps confidential
or that is not otherwise known publicly or to the Company Group’s competitors, which includes but is not limited to the Company
Group’s trade secrets, business or marketing plans and strategies, prices and rates, financial data, personnel records, client
lists and contact information, client accounts, profit margins, analyses, research and developments, know how, methodologies, designs,
inventions, innovations, processes, security and proprietary technology.


 


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