Ally Bank 2011 Annual Report Download - page 284

10.4 Termination for Cause. If a Participant’s employment is terminated by the Company or a Subsidiary for Cause prior to a
Payment, then the Participant’s Vested and Unvested Awards shall be immediately forfeited as of the date of such termination of
employment.
10.5 Termination without Cause. 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, if a Participant’s employment is terminated by the Company or a Subsidiary
without Cause, including a Qualified Termination under the Ally Financial Inc. Senior Leadership Severance Plan effective as of
June 1, 2008, prior to a Payment, then unless the termination is otherwise a Termination Due to the Sale of a Business Unit under
Section 10.3:
(a) the Participant’s Unvested Award shall Vest (if at all) in accordance with the Award Letter; and
(b) all other of the Participant’s Unvested Awards shall be immediately forfeited as of the date of such termination of
employment.
10.6 Termination by Participant. Except as provided in Section 10.7, if a Participant’s employment is terminated by the
Participant prior to a Payment, then the Participant’s Unvested Awards shall be immediately forfeited as of the date of such
termination of employment.
10.7 Retirement. 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, if a Participant reaches age 65, or reaches age 55 and has a combination of age and
service to the Company and its Subsidiaries totaling 70 or more, and the Participant’s employment terminates, other than for
Cause or pursuant to Section 8.2 or Section 10.3, the Participant’s Unvested Awards shall continue to vest as if the Participant had
not terminated employment, provided that such vesting shall not accelerate or change the Payment of any award; and that such
continued Vesting and Payment fully complies with Code Section 409A.
10.8 Disability. The Committee, in its sole discretion, may provide in the Award Letter or take such unilateral action so that
Awards will be Paid if a Participant is Disabled (even if the Participant’s employment with the Company or a Subsidiary is not
terminated), provided that such Payment fully complies with Code Section 409A and any Federal law or regulation that may
govern the Company’s executive compensation, including but not