Ally Bank 2011 Annual Report Download - page 273

1.30 “SAR” shall mean an Award designated as an appreciation−only compensatory vehicle where compensation attributable to
such Award will be measured by the excess, if any, of the Common Stock Value of the Award as of the Payment Date less the
Strike Price, and which shall be subject to restrictions and limitations imposed by the Committee on the date of grant.
1.31 Shareholder” shall mean a holder of Common Stock.
1.32 “Strike Price” shall mean the strike price of an SAR as determined by the Committee.
1.33 “Subsidiary” shall mean a corporation of which the Company directly or indirectly owns more than 50 percent of the Voting
Stock or any other business entity in which the Company directly or indirectly has an ownership interest of more than 50 percent.
1.34 “Treasury Regulation” shall mean the regulations promulgated under the Code by the United States Department of the
Treasury, as amended from time to time.
1.35 “Unforeseeable Emergency” shall mean an “unforeseeable emergency” as defined under Code Section 409A(a)(2)(B)(ii)(I).
1.36 “Unit” shall mean a phantom share of Common Stock.
1.37 “Unvested Award’" shall mean the portion of an Award that has not yet Vested.
1.38 “Vest” shall mean that the Participant has an unrestricted right, title and interest to receive the compensation attributable to
the Award (or a portion of such Award) or to otherwise enjoy the benefits underlying such Award without a “substantial risk of
forfeiture” (as such term is defined and used in Code Section 409A).
1.39 “Vesting Date” shall mean the date on which an Award Vests as specified in the Award Letter.
1.40 “Voting Stock” shall mean the capital stock of any class or classes having general voting power under ordinary
circumstances, in the absence of contingencies, to elect the directors of a corporation.