Ally Bank 2011 Annual Report Download - page 282

causing such employee to terminate his or her employment with the Company or such Subsidiary.
9.3 Confidentiality. While the Participant is employed by the Company or a Subsidiary, and at all times thereafter, a Participant
shall not disclose to anyone or make use of any trade secret or proprietary or confidential information of the Company, including
such trade secret or proprietary or confidential information of any customer or client or other entity to which the Company owes
an obligation not to disclose such information, which he or she acquires during his or her employment with the Company,
including but not limited to records kept in the ordinary course of business, except:
(a) as such disclosure or use may be required or appropriate in connection with his or her work as an employee of the Company;
or
(b) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the
Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order him or
her to divulge, disclose or make accessible such information; or
(c) as to such confidential information that becomes generally known to the public or trade without his or her violation of this
Section 9.3; or
(d) to the Participant’s spouse, attorney, and/or his or her personal tax and financial advisors as reasonably necessary or
appropriate to advance the Participant’s tax, financial and other personal planning (each an “Exempt Person”), provided, however,
that any disclosure or use of any trade secret or proprietary or confidential information of the Company by an Exempt Person shall
be deemed to be a breach of this Section 9.3 by the Participant.
9.4 Non−Disparagement. While the Participant is employed by the Company or a Subsidiary, and at all times thereafter, a
Participant shall not make any statements or express any views that disparage the business reputation or goodwill of the Company
and/or any of its Subsidiaries, affiliates, investors, Shareholders, officers, or employees.
9.5 Enforcement of Section 9. If a Participant materially violates any provision of this Section 9, he or she shall immediately
forfeit any right, title and interest to any Award that has not yet been paid. In addition, such Participant shall be required to repay
to Ally Financial Inc. a cash amount equal to the value of all Payments made during the 24−month period ending on the date the
Company initiates an enforcement action under this Section 9 and shall reimburse the Company for its legal fees and costs
associated with