Ally Bank 2011 Annual Report Download - page 296

an individual−by−individual or a group−by−group basis. In addition, outplacement benefits will be tiered based on employee’s
level in the organization, market conditions, and/or geographic area.
V.PARTICIPANT’S OBLIGATIONS
A.Non−Solicitation. At all times prior to and following a Level II Participant’s termination of employment for any
reason, including voluntary termination, then during the subsequent twenty−four months (“Non−Solicitation Period”) a Level II
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 Level II Participant’s termination, for the purpose of causing such employee to
terminate his or her employment with the Company or such subsidiary.
B.Confidentiality. At all times prior to and following the termination date, 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:
1. as such disclosure or use may be required or appropriate in connection with his or her work as an
employee of the Company; or
2. 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
3. as to such confidential information that becomes generally known to the public or trade without his or
her violation of this Section V−C; or
4. 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