Ally Bank 2011 Annual Report Download - page 279

7.1 Grants. The Committee in its sole discretion and at any time may grant Awards to Participants. Each grant of an Award shall
be designated by a fixed number of Units underlying the Award.
7.2 Types of Grants. The Committee in its sole discretion may grant either RSUs, SARs, or a combination of both.
7.3 Award Letter. Each Award shall be evidenced by an Award Letter, stating:
(a) the Units underlying the Award;
(b) if the Award is a SAR, then the Strike Price;
(c) the Vesting schedule for each Award;
(d) if the Award is an RSU, whether the Award is subject to a Deferral Payment Date; and
(e) any other term, condition, restriction and/or limitation with respect to the Award.
7.4 Deferral. To the extent permitted by the Committee, a Participant may elect to defer compensation attributable to an RSU
Award to the Deferral Payment Date, provided that such deferral fully complies with Code Section 409A.
7.5 Dividend Equivalents. On or after an IPO, Participants who hold RSUs shall be entitled to receive Dividend Equivalents to the
same extent and in the same manner as equity holders of the Common Stock, if and when such holders receive dividends under
such Common Stock. The Dividend Equivalent shall be deemed to be invested in additional RSUs, based on the Common Share
Value on the dividend payment date and such additional RSUs shall be subject to the same Vesting schedule, forfeiture rules, and
other terms applicable to the related RSU Award.
8.0 VESTING AND PAYMENT OF AWARDS
8.1 Vesting. Each Award shall Vest in accordance with the Vesting schedule contained in each Award Letter, as determined by
the Committee in its sole discretion, unless Vesting is accelerated in accordance with Section 8.2 or 10 below or unless Vesting is
required to be modified in order to comply with any Federal law or regulation that may govern