Ally Bank 2011 Annual Report Download - page 278

5.1 Eligibility. All employees of the Company and its Subsidiaries shall be eligible to participate in the Plan and to receive
Awards.
5.2 Participation. The Committee in its sole discretion shall designate who shall be a Participant and receive Awards under the
Plan. Designation of a Participant in any year shall not require the Committee to designate such person to receive an Award in any
other year or, once designated, to receive the same Award as granted to the Participant in any other year. The Committee shall
consider such factors as it deems pertinent in selecting Participants and in determining the bps or Units subject to each Award.
6.0 UNITS AVAILABLE UNDER PLAN; COMMON STOCK VALUE
6.1 Available Units for Grant. The aggregate number of Units that may be granted under all Awards during the term of the Plan
shall not exceed 79,910. The aggregate number of Units that may be granted under all RSU Awards during the term of the Plan
shall not exceed 47,946. The aggregate number of Units that may be granted under all SAR Awards during the term of the Plan
shall not exceed 31,964. Awards that are cancelled or forfeited may be regranted.
6.2 Adjustment to Units. As to Awards denominated with reference to Units, if there is any change to the Common Stock, through
merger, consolidation, reorganization, recapitalization, dividend, split, reverse split, split−up, split−off, spin−off, combination of
Common Stock, exchange of Common Stock, dividend in kind or other like change in capital structure or distribution (other than
normal cash dividends) to Shareholders, an adjustment shall be made to each such Award either granted or available for grant
under the Plan so that after such adjustment each such Award reflects such change to the Common Stock. In addition, for the
purpose of preventing any dilution or enlargement of Participants' rights under the Plan, the Committee shall have the authority to
adjust, in an equitable manner, the Units available for grant or granted under the Plan, as well as the Strike Price of outstanding
SARs, the Common Stock Value or any other affected term.
6.3 Common Stock Value. The Board shall determine the Common Stock Value (i) at least once a year and (ii) as of a
Change−in−Control Date. The Board may in its sole discretion determine a Common Stock Value at any other time. The Common
Stock Value shall take into account the valuation rules under Treasury Regulation Section 1.409A−1(b)(5)(iv) if compliance with
such valuation rules are necessary for compliance with Code Section 409A.
7.0 GRANTS OF AWARDS