Ally Bank 2011 Annual Report Download - page 271

of 1% or less in any
publicly held company shall not constitute a Competitive Activity; and further provided, however, that the Participant may be
employed by or otherwise associated with a business or entity of which a subsidiary, division, segment, unit, etc. is in direct
competition with the Company or any Subsidiary or affiliate but as to which such subsidiary, division, segment, unit, etc. the
Participant has no direct or indirect responsibilities or involvement so long as the Participant does not breach the covenant of
confidentiality contained in Section 11.3 below.
1.17 “Deferral Payment Date” shall mean March 15, 2013, or any other date specified in an Award Letter.
1.18 “Disability" or “Disabled” shall mean a “disability” as defined under Code Section 409A(a)(2)(C).
1.19 “Dividend Equivalent” shall mean an amount equal to the amount of a dividend with respect to Ally Financial Inc. equity that
is paid to Ally Financial Inc. equity holders on or after an IPO.
1.20 “Effective Date” shall mean July 16, 2008, the date approved by the Board.
1.21 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, including
applicable regulations promulgated thereunder.
1.22 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, including applicable
regulations thereunder.
1.23 “Fair Market Value” shall mean the fair market value of the Company as determined in good faith by the Board and in
accordance with Section 6 below.
1.24 “IPO” shall mean an underwritten sale to the public of the Company’s equity securities pursuant to an effective registration
statement filed with the Securities and Exchange Commission on Form S−1 and after which the Company’s equity securities are
listed on the New York Stock Exchange or the American Stock Exchange or on the NASDAQ Stock Market; provided, however,
that an IPO shall not include any issuance of the Company’s equity securities in any merger or other business combination, and
shall not include any registration of the issuance of such equity securities to exiting security holders or employees of the Company
on Form S−4 or Form S−8.