Ally Bank 2011 Annual Report Download - page 330

Your nonforfeitable RSU Awards will be settled and paid as soon as practicable, but in no event later than 75 days following the
date on which they become nonforfeitable; provided, however, that RSU payment is also subject to the Company’s repayment of its
TARP financial assistance, as follows:
•Upon repayment of at least 25% of TARP assistance, 25% of RSUs will be paid, if nonforfeitable
•Upon repayment of at least 50% of TARP assistance, 50% of RSUs will be paid, if nonforfeitable
•Upon repayment of at least 75% of TARP assistance, 75% of RSUs will be paid, if nonforfeitable
•Upon repayment of at least 100% of TARP assistance, 100% of RSUs will be paid, if nonforfeitable
Amounts becoming payable upon satisfaction of the relevant TARP repayment threshold will be paid as soon as practicable
thereafter, but in no event later than 75 days following such repayment.
•The Committee reserves the right to change the Vesting Date or payment dates shown above in order to comply with Federal Law.
If and when such change may be required, you will be notified in writing.
•If your employment is terminated due to death or Disability, any unvested portion of your Award will become nonforfeitable
immediately, and all nonforfeitable RSUs will be settled and paid in accordance with the Plan. You must designate a beneficiary
using the Ally Long−Term Equity Compensation Incentive Plan (LTECIP) Beneficiary Designation Form located on the Ally HR
Portal (included in this packet for your convenience). If no beneficiary is designated, or if the Company determines that the
beneficiary designation is unclear, or that the designated beneficiary cannot be located, any payments as a result of your death will
be made to your estate. The Ally LTECIP Beneficiary Form may also be used for any subsequent change in your beneficiary
designation.
•If you reach age 65, or reach age 55 and have a combination of age and service to the Company and its Subsidiaries totaling 70 or
more, and your employment terminates two years or more subsequent to Grant Date, other than for Cause, or due to a Change in
Control or a Sale of a Business Unit, Ally’s Compensation, Nominating and Governance Committee may, for good cause, elect to
continue to vest your Unvested Awards as if you 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.
•If your employment is terminated for any reason other than death or Disability or pursuant to the age and service provisions
described above, your entire unvested Award will be immediately forfeited.
•You understand and acknowledge that your Award is subject to the rules under Code Section 409A, and that you agree and accept
all risks (including increased taxes and penalties) resulting from Code Section 409A.
•Your Award will be subject to and governed by the terms and conditions of this Award Letter and the Plan. As a Participant, you
agree to abide by the terms and conditions of this Award Letter and the Plan. Please indicate your receipt of the Plan and your
acceptance of and agreement to the terms and conditions of this Award Letter and the Plan, by signing in the indicated space below
by February 19, 2012.