Ally Bank 2011 Annual Report Download - page 281

with Section 8.3 above.
8.6 Repayment of Certain Award Payments. If any Award payment to a Participant who (i) is or was an executive officer (as
defined in Rule 3b−7 of the Securities Exchange Act of 1934); or (ii) is a named executive officer (as determined pursuant to
Instruction 1 to Item 402(a)(3) of Regulation S−K under the Federal Securities Laws); or (iii) is among the next twenty most
highly compensated employees of the Company, is determined to have been based on statements of earnings, revenues, gains, or
other performance criteria that are later found to be materially inaccurate, is based on erroneous data that resulted in an accounting
restatement due to material noncompliance with any financial reporting requirement under the securities laws within the three
years prior to payment, or is found to require repayment under the provisions of any other Federal law or regulation that may
govern the Company’s executive compensation, such payment shall, upon notice to the Participant, become immediately due and
payable in full to the Company. The Committee may, in its discretion, also demand repayment from other Participants based on
the same determination. Failure to promptly repay the Company upon demand will constitute Cause for termination of
employment.
9.0 RESTRICTIVE COVENANTS
9.1 Non−Competition. While the Participant who is awarded SARs, or who participates or participated in the GMAC
Management LLC Class C Membership Interests Plan, is employed by the Company or a Subsidiary, and during the 1−year
period immediately following the date of any termination of the Participant's employment with the Company or a Subsidiary, such
Participant shall not without the prior written consent of the Committee, at any time, directly or indirectly, whether on behalf of
himself or herself or any other person or entity, engage in a Competitive Activity. The restrictions in this Section 9.1 do not apply
to a Participant who is not awarded SARs, or who does not or did not participate in the GMAC Management LLC Class C
Membership Interests Plan unless the restrictions in this Section 9.1 are specified in the Participant's Award Letter.
9.2 Non−Solicitation of Customers/Clients and Employees. While the Participant is employed by the Company or a Subsidiary,
and during the 2−year period immediately following the date of any termination of the Participant’s employment with the
Company or a Subsidiary, such Participant shall not at any time, directly or indirectly, whether on behalf of himself or herself or
any other person or entity (i) solicit any client and/or customer of the Company or any Subsidiary with respect to a
Competitive Activity or (ii) solicit or employ any employee of the Company or any Subsidiary, or any person who was an
employee of the Company or any subsidiary during the 60−day period immediately prior to the Participant’s termination, for the
purpose of