Ally Bank 2011 Annual Report Download - page 280

executive compensation, including but not limited to Title VII of the American Recovery and Reinvestment Act of 2009 and the
Troubled Asset Relief Program and the regulations thereunder.
8.2 Vesting Due to a Change in Control Except as prohibited by any Federal law or regulation that may govern executive
compensation, including but not limited to Title VII of the American Recovery and Reinvestment Act of 2009 and the Troubled
Asset Relief Program and the regulations thereunder, during the one−year period immediately following the Change−in−Control
Date, a Participant’s unvested Awards shall 100% immediately Vest as of the date of an involuntary termination of the
Participant’s employment by the Company without Cause.
8.3 Payment of RSU Awards. Except as prohibited by any Federal law or regulation that may govern executive compensation,
including but not limited to Title VII of the American Recovery and
Reinvestment Act of 2009 and the Troubled Asset Relief Program and the regulations thereunder, and except as provided in
Section 10.3, RSUs that Vest shall be Paid to the Participant within 75 days after a Vesting Date, based on the most recent
Common Stock Value, provided that if all or a portion of the RSUs are subject to a valid deferral in accordance with Section 7.4
above, then such RSUs shall be Paid in accordance with such Deferral Payment Date based on the most recent Common Stock
Value prior to the Deferral Payment Date.
8.4 Payment of SAR Awards. Except as prohibited by any Federal law or regulation that may govern the Company’s executive
compensation, including but not limited to Title VII of the American Recovery and Reinvestment Act of 2009 and the Troubled
Asset Relief Program and the regulations thereunder, SARs that Vest shall be paid to the Participant by March 15 immediately
following the December 31, 2012 final Vesting Date, but not later than 75 days after a Vesting Date based on (i) if the
Participant’s employment has not been terminated prior to the date of Payment, then the most recent Common Stock Value or (ii)
if the Participant’s employment has been terminated (including termination due to death) prior to the date of Payment, then the
most recent Common Stock Value preceding the date of the termination of the Participant’s employment (including a termination
due to death).
8.5 Payment of Dividend Equivalents. Except as prohibited by any Federal law or regulation that may govern the Company’s
executive compensation, including but not limited to Title VII of the American Recovery and Reinvestment Act of 2009 and the
Troubled Asset Relief Program and the regulations thereunder, Dividend Equivalents (if any) shall be Paid when the related RSU
Award is paid to the Participant in accordance