Ally Bank 2011 Annual Report Download - page 311

Ally Financial Inc.
200 Renaissance Center, M/C482−B14−D46 Detroit, MI. 48265
Date
Name
Re: Ally Financial Inc. Long−Term Equity Compensation Incentive Plan
Dear [Name]:
•You have been granted an Award under the Ally Financial Inc. Long−Term Equity Compensation Incentive Plan (the “Plan”). The
grant date of your Award is [Date] (“Grant Date”). A copy of the Plan is attached. Capitalized terms not defined in this Award Letter
will have the meanings as defined in the Plan.
•Your Award is granted to you as a matter of separate inducement and is not in lieu of salary or other compensation for your
services. By accepting this Award, you hereby consent to any and all Plan amendments, vesting restrictions, and/or any revision to
any other term or condition of this Award Letter that may be required to comply with 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, whether such amendments, restrictions and/or revisions are applied prospectively or retrospectively
to this or prior Awards.
•Your Award will become effective after you have signed and dated one copy of this Award Letter and have returned (all pages) of
the signed copy to:
[Name]
[Email]
[Phone]
If you do not sign and return this Award Letter by close of business on [Date] then we will assume that you do not want this Award,
and this Award will be null and void and without any further force or effect.
•Subject to requirements of any Federal laws or regulations 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, your Award is an RSU
Award of ________ Units. Because Title VII of the American Recovery and Reinvestment Act of 2009 currently limits the value of
restricted stock that may be awarded to certain executives, the Committee reserves the right to adjust down the Units underlying
this Award without your consent in order to comply with Federal law. If and when such an adjustment may be required, you will be
notified in writing.
•Subject to requirements of any Federal laws or regulations 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, your RSU Award vests,
as follows:
• 2/3 vests on [date]; and