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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 21, 2006
CIT GROUP INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-31369 65-1051192
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1 CIT Drive
Livingston, New Jersey 07039
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(Address of registrant's principal executive office)
Registrant's telephone number, including area code: (973) 740-5000
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Other Events.
On February 21, 2006, the Compensation Committee of the Board of Directors
(the "Committee") of CIT Group Inc. (the "Company") approved forms of
performance share award agreements under the Company's Long-Term Equity
Compensation Plan (the "Plan"). The Plan provides for the granting of incentive
stock options, non-qualified stock options, stock appreciation rights,
restricted stock, performance shares, and performance units to employees and
directors of CIT and its subsidiaries. The performance share award agreements
are attached to this Form 8-K as Exhibits 10.1 (participants with employment
agreements) and 10.2 (participants in the Company's Executive Severance Plan).
In addition to the grants set forth below, each of these agreements may be used
for future grants of performance shares to the Company's directors and executive
officers.
On February 21, 2006, the Committee also approved grants of stock options,
effective at the close of trading on February 21, 2006, to the following
executive officers:
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Name Performance Shares Granted Form of Award Agreement
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Jeffrey M. Peek 80,253 Exhibit 10.1
Chairman and
Chief Executive Officer
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Thomas B. Hallman 36,783 Exhibit 10.1
Vice Chairman -
Specialty Finance
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Joseph M. Leone 34,832 Exhibit 10.1
Vice Chairman and
Chief Financial Officer
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Lawrence A. Marsiello 32,882 Exhibit 10.1
Vice Chairman and
Chief Lending Officer
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Walter J.Owens 22,293 Exhibit 10.2
Executive Vice President and
Chief Sales and Marketing Officer
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Frederick E. Wolfert 36,783 Exhibit 10.1
Vice Chairman -
Commercial Finance
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Robert J. Ingato 7,669 Exhibit 10.2
Executive Vice President, General Counsel and
Secretary
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William J. Taylor 7,673 Exhibit 10.2
Executive Vice President, Controller and
Principal Accounting Officer
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Under the terms of the Award Agreements, the amount of shares actually
awarded at the end of the Performance Period will be based on the level of the
Performance Measure actually achieved. For purposes of the grants listed above,
the Performance Measures will be based on CIT's Return on Common Equity during
the Performance Period and the compounded annual growth of CIT's diluted
earnings per share.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
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10.1 Form of CIT Group Inc. Long-Term Equity Compensation Plan
Performance Share Award Agreement for participants with
employment agreements.
10.2 Form of CIT Group Inc. Long-Term Equity Compensation Plan
Performance Share Award Agreement for participants in the
Executive Severance Plan.
This document contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. All statements contained
in this document that are not clearly historical in nature are forward-looking,
and the words "anticipate," "believe," "expect," "estimate," "plan," "target, "
and similar expressions are generally intended to identify forward-looking
statements. These forward-looking statements reflect the current views of CIT
and its management. All forward-looking statements (including statements
regarding future financial and operating results) involve risks, uncertainties,
contingencies, and changes in circumstances, many of which are beyond CIT's
control, that may cause actual results, performance, or achievements to differ
materially from anticipated results, performance, or achievements. Factors that
could affect actual results and performance include, but are not limited to,
potential changes in interest rates, competitive factors and general economic
conditions, changes in funding markets, industry cycles and trends,
uncertainties associated with risk management, risks associated with residual
value of leased equipment, regulatory factors, among others. More detailed
information about these factors are described in CIT's filings with the
Securities and Exchange Commission, including its Annual Report on Form 10-K for
the year ended December 31, 2004 and its Quarterly Report on Form 10-Q for the
quarter ended September 30, 2005. CIT is under no obligation to (and expressly
disclaims any such obligation to) update or alter its forward-looking
statements, whether as a result of new information, future events or otherwise.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CIT GROUP INC.
(Registrant)
By: /s/ William J. Taylor
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William J. Taylor
Executive Vice President & Controller
(Chief Accounting Officer)
Dated: February 24, 2006
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