Ally Bank 2011 Annual Report Download - page 373

employee;
(vi) Ally Financial Inc. has required that bonus payments to SEOs or any of the next twenty most highly compensated employees
(bonus payments), as defined in the regulations and guidance established under section 111 of the Emergency Economic
Stabilization Act of 2008 (EESA), be subject to a recovery or “clawback” provision during any part of the most recently
completed fiscal year that was a TARP period if the bonus payments were based on materially inaccurate financial statements or
any other materially inaccurate performance metric criteria;
(vii) Ally Financial Inc. has prohibited any golden parachute payment, as defined in the regulations and guidance established
under section 111 of EESA, to an SEO or any of the next five most highly compensated employees during any part of the most
recently completed fiscal year that was a TARP period;
(viii) Ally Financial Inc. has limited bonus payments to its applicable employees in accordance with section 111 of EESA and the
regulations and guidance established there− under during any part of the most recently completed fiscal year that was a TARP
period and has received or is in the process of receiving approvals from the Office of the Special Master for TARP Executive
Compensation for compensation and payments and structures as required under the regulations and guidance established under
section 111 of EESA, and has not made any payment inconsistent with those approved payments and structures;
(ix) Ally Financial Inc., its direct and indirect subsidiaries and their employees have complied with the excessive or luxury
expenditures policy, as defined in the regulations and guidance established under section 111 of EESA, during any part of the
most recently completed fiscal year that was a TARP period; and any expenses that, pursuant to the policy, required approval of
the Board of Directors of Ally Financial Inc., a committee of the Board of Directors, an SEO, or an executive officer with a
similar level of responsibility were properly approved;
(x) The requirement of permitting a non−binding shareholder resolution in compliance with any applicable federal securities rules
and regulations on the disclosures provided under the federal securities laws related to SEO compensation paid or accrued during
any part of the most recently completed fiscal year that was a TARP period is not applicable to Ally Financial Inc;
(xi) Ally Financial Inc. will disclose the amount, nature, and justification for the offering, during any part of the most recently
completed fiscal year that was a TARP period, of any perquisites, as defined in the regulations and guidance established under
section 111 of EESA, whose total value exceeds $25,000 for any employee who is subject to the bonus payment limitations
identified in paragraph (viii);