Exhibit 10.44


 





 


POOLED
INCENTIVE COMPENSATION PLAN


 


FOR
THE


 


PROPRIETARY
LENDING GROUP


 


 


JANUARY 1 - DECEMBER 31, 2004


 


 

















 


CONTENTS


 


	
  SECTION

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A.

  	
   

  	
  Purpose/Objectives of
  the Plan

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  B.

  	
   

  	
  Eligibility of Plan
  Participants

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C.

  	
   

  	
  Group Income

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  D.

  	
   

  	
  Equity Credit

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  E.

  	
   

  	
  Group Expenses

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  F.

  	
   

  	
  Determination of Income
  and Expense

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  G.

  	
   

  	
  Incentive Bonus
  Distribution

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  H.

  	
   

  	
  Incentive Bonus
  Calculation

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  I.

  	
   

  	
  Bonus Recommendation &
  Approval Process

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  J.

  	
   

  	
  Payment Dates

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  K.

  	
   

  	
  Decisions on Company
  Operations

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  L.

  	
   

  	
  Compliance with
  Applicable Laws

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  M.

  	
   

  	
  Administration of the
  Plan

  	
   

  	
  11

  



 


2

















 


A.                                  PURPOSE/OBJECTIVES OF THE PLAN


 


Set
forth below is the pooled incentive compensation plan (“Plan”) for the
Eligible Employees (as defined in section B, below) of GMAC Commercial Mortgage
Corporation (“GMACCM”)
who are assigned to the Proprietary Lending Group (“Group”).


 


Purpose


 


The Plan was adopted by GMACCM to reward
Eligible Employees for bottom-line production profitability of the Group after
taking into account all direct and indirect income and expenses of the Group,
as well as reward behavior and conduct consistent with the overall directional
goals of GMACCM and the stated Core Values.


 


Plan
Objectives


 


The
Plan is intended to:


 


·                  Attract and retain superior personnel by providing competitive
compensation opportunities;


·                  Link incentive compensation closely to individual performance;


·                  Align interests of employees with overall goals and performance  of GMACCM;


·                  Reward Eligible Employees on an equitable basis given the value they
contribute to GMACCM and;


·                  Provide a consistent set of guidelines for
the calculation of incentive payments, with authority for appropriate
discretionary modification as to optics and reasonableness.


 


Effective
Date


 


The
effective date for the Plan is January 1, 2004.


 


The Plan Year


 


Each year covered by the Plan (“Plan Year”) shall be a calendar year.  The Plan will remain in effect for each
successive Plan Year, subject to modification in accordance with the process
stated under this section. 


 


Modifications to the Plan may be made on an
annual basis upon the recommendation of the Chief Executive Officer of GMACCM
North American Operations (“CEO, GMACCM NAO”) provided that requested
modifications are submitted to GMACCH’s Human Resources Department (“Human  Resources”)
prior to October 31 of the Plan Year preceding the Plan Year for which the
modifications are intended to be effective. 
Only those changes approved by GMACCH’s Incentive Compensation Committee
(“GMACCH Compensation
Committee”) and the GM Incentive Compensation Committee prior to
December 31 will be made. 


 


GMACCM expects to continue the Plan
indefinitely and to comply with the modification provisions set forth
herein.  GMACCM reserves the right,
however, to modify or terminate the Plan, in whole or in part, at any time
during any Plan Year due to trends or changes in the industry which may
adversely impact GMACCM as a whole or GMACCM’s ability to perform its
obligations under the Plan.  GMACCM also
may issue updates as and when necessary to aid in the interpretation of the
Plan or correct errors.


 


3

















 


No
Contract of Employment


 


Neither the Plan nor any other statement on
compensation or bonuses from time to time made by GMACCM is intended to create,
or should it be construed as creating, an employment contract with any employee
for any duration, definite or indefinite. 
GMACCM is an employer-at-will, and the employment of any employee may be
terminated at any time by GMACCM, as applicable, for any reason or no reason.


 


B.                                  ELIGIBILITY OF PLAN
PARTICIPANTS


 


Eligible
Employees


 


Participation in the Plan is limited to only
those employees of GMACCM  who
are assigned to the Group and who have been identified by the CEO, GMACCM NAO  for participation in the Plan (each such
employee, an “Eligible
Employee”). Human Resources shall maintain a current listing of
all Eligible Employees. 


 


Notwithstanding any current eligible
employee list, the CEO, GMACCM NAO  with
the approval of the Chief Executive Officer of GMAC Commercial Holding Corp. (“CEO, GMACCH”) may
designate employees not assigned to the Group as an Eligible Employee under the
Plan.


 


All employees assigned to the Group
(including Administrative Staff) who are hired prior to September 1st
of the Plan Year are eligible to participate in the Plan immediately upon being
designated an Eligible Employee.  


 


Employment
Termination


 


An Eligible Employee who resigns, who
retires other than in accordance with GMACCM’s retirement policy, or who is
terminated with or without cause (a) will cease to be an Eligible
Employee under the Plan as of the date such event occurs and (b) will not be
eligible for a bonus unless he or she is employed by GMACCM on the date the
bonus is paid.


 


Retirement,
Disability or Death


 


An Eligible Employee who retires in
accordance with the guidelines of GMACCM’s retirement policy or whose
employment terminates as a result of permanent disability or death (a) will
cease to be an Eligible Employee under the Plan as of the date such event
occurs and (b) unless otherwise determined in the discretion of the CEO, GMACCM
NAO, will not be eligible for a bonus unless he or she is employed by
GMACCM on the date the bonus is paid.


 


Transfers
within GMACCM


 


An Eligible Employee who voluntarily or
involuntarily transfers to another business unit of GMACCM (a) will cease
to be an Eligible Employee under the Plan as of the date of such transfer and
(b) unless otherwise determined in the discretion of the CEO, GMACCM NAO, will
not be eligible for the bonus under the Plan. 


 


Other
Termination Events


 


No other termination events shall be
eligible for bonus payments under the Plan.


 


4

















 


C.                                    GROUP INCOME


 


Income of the Group will be recognized in
accordance with Generally Accepted Accounting Principles as applied in the
United States (“GAAP-US”) and as reflected in the monthly Sub Business Unit
reports (“SBU reports”) that are published monthly by GMACCM and distributed to
the Group.  Income of the Group will
include, but is not limited to, interest income, loan fees, extension fees,
commitment fees, loan sale gains and loan placement/agent fees.


 


D.                                    EQUITY CREDIT


 


Equity credit will be attributed to the
Group in an amount equal to the economic capital recorded for the Group’s
credit loan exposure as determined at the end of each calendar quarter; times  the weighted average Cost of Funds (“COF”) for the applicable period, prorated
by the actual number of days. 
This credit is being applied for purposes of calculating net incentive
income from which ROEC will be calculated. 
The amount of economic capital will be determined jointly by the Chief
Financial Officer of the GMAC Commercial Holding Corp. (“CFO, GMACCH”) and the
Chief Risk Officer of GMACCH (“CRO, GMACCH”) as further agreed upon by the CEO, GMACCM
NAO.


 


E.                                      GROUP EXPENSES


 


Expenses of the Group will be recognized in
accordance with GAAP-US and as reflected in the monthly SBU reports that are
published monthly by GMACCM and distributed to the Group. Expenses for purposes
of the Plan will include all pre-tax costs, direct and indirect, incurred in
the operation of the Group.  Direct and
indirect expenses include, but are not limited to, personnel cost, fringe
benefits, employment taxes, rent, depreciation, advertising, and licenses and
fees. 


 


F.                                      DETERMINATION OF INCOME AND
EXPENSES 


 


The CFO, GMACCH will determine and define
allowable income and expenses applicable to the Group in a manner consistent
with the accounting of income and expense for GMACCM.  In the event of a dispute, the CEO, GMACCH
will make a final determination of allowable income and expenses, and that
determination will be final and binding. 


 


G.                                    INCENTIVE BONUS
DISTRIBUTION


 


Pursuant
to the incentive formula set forth in Section H of this Plan, amounts will be
allocated to an Incentive Bonus Pool (defined in Section H) from which bonus
incentive compensation may be distributed to Eligible Employees of the Group. 


 


Distribution
by GMACCM of all or any portion of the Incentive Bonus Pool to Eligible
Employees is discretionary.  Amounts
available for distribution from the Incentive Pool may not necessarily be
distributed, or less than the full amount of the Incentive Pool may be
authorized for distribution.  Discretion
for individual employee bonus or accruals will ultimately be determined by the
CEO, GMACCM NAO and the CEO, GMACCH.


 


5

















 


One of the factors that will be taken into
account when determining the Incentive Bonus Pool will include, but will not be
limited to, Goal and Objective achievement. Note: the criteria listed below are
meant as a guide for the success of the Group and may not be representative of
all final consideration criteria. General discretion will also be used, if
appropriate, for such things as optics on individual employee payouts or plan
level accruals as ultimately determined by the CEO, GMACCH.


 


Goal and Objective
achievement: Up to
50% of the Incentive Bonus Pool will be based upon how the Group contributes to
the overall goals and objectives of the North American Operations (“NAO”), the NAO
business unit as well as the GMACCH as a whole. Some of the goals and
objectives to be considered include but are not limited to the following:


 


1.               Reduce Economic Capital (“EC”) consumption and
the efficient use of EC.


 


2.               Reduction in the reliance of GMAC funding.


 


3.               Adherence to the published Core Values.


 


4.               Promote teamwork and cross selling
throughout the organization.


 


5.               Achieve acceptable returns on EC.


 


6.             Embrace a more robust distribution business
model providing greater liquidity and turnover of the portfolio by
collaborating and cooperating in the process.


 


7.               Contribute to overall earnings of NAO and
GMACCH.


 


8.               Promote operating efficiencies, i.e. contain
costs.


 


9.               Grow non risk fee income at a greater rate
than net interest income.


 


H.                                    INCENTIVE BONUS CALCULATION


 


	
  Definition of Terms:

  	
   

  	
  (All calculations are
  made using US Dollars)

  
	
   

  	
   

  	
   

  
	
  Incentive Bonus Pool:

  	
   

  	
  The total
  Incentive Bonus Pool for the Group for the Plan Year will be calculated based
  on the following schedule:

  



 


	
   

  	
   

  	
  After-Tax Incentive

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  If

  	
   

  	
  Return on Economic
  Capital

  	
   

  	
  Then

  	
   

  	
  Line Item Incentive
  Factor

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Greater than or equal to
  10%

  	
   

  	
   

  	
   

  	
  Net Interest Income/At
  Risk Income

  	
   

  	
  13.0

  	
  %

  
	
   

  	
   

  	
  but less than 12.5%

  	
   

  	
   

  	
   

  	
  Placement Fees/Other
  Income

  	
   

  	
  13.0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Gain on Asset Sales/Exit
  Fees

  	
   

  	
  32.5

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Operating Expense (net of
  Incentive Expense)

  	
   

  	
  note 1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Non Operating Expenses
  (provision/OMSR)

  	
   

  	
  -16.0

  	
  %

  



 


	
   

  	
   

  	
  After-Tax Incentive

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  If

  	
   

  	
  Return on Economic
  Capital

  	
   

  	
  Then

  	
   

  	
  Line Item Incentive
  Factor

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Greater than or equal to
  12.5%

  	
   

  	
   

  	
   

  	
  Net Interest Income/At
  Risk Income

  	
   

  	
  14.0

  	
  %

  
	
   

  	
   

  	
  but less than 15%

  	
   

  	
   

  	
   

  	
  Placement Fees/Other
  Income

  	
   

  	
  14.0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Gain on Asset Sales/Exit
  Fees

  	
   

  	
  35.0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Operating Expense (net of
  Incentive Expense)

  	
   

  	
  note 1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Non Operating Expenses
  (provision/OMSR)

  	
   

  	
  -16.0

  	
  %

  



 


6

















 


	
   

  	
   

  	
  After-Tax Incentive

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  If

  	
   

  	
  Return on Economic Capital

  	
   

  	
  Then

  	
   

  	
  Line Item Incentive
  Factor

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Greater than or equal to
  15%

  	
   

  	
   

  	
   

  	
  Net Interest Income/At
  Risk Income

  	
   

  	
  15.0

  	
  %

  
	
   

  	
   

  	
  but less than 17.5%

  	
   

  	
   

  	
   

  	
  Placement Fees/Other
  Income

  	
   

  	
  15.0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Gain on Asset Sales/Exit
  Fees

  	
   

  	
  37.5

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Operating Expense (net of
  Incentive Expense)

  	
   

  	
  note 1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Non Operating Expenses
  (provision/OMSR)

  	
   

  	
  -16.0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  After-Tax Incentive

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  If

  	
   

  	
  Return on Economic
  Capital

  	
   

  	
  Then

  	
   

  	
  Line Item Incentive
  Factor

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Greater than or equal to
  17.5%

  	
   

  	
   

  	
   

  	
  Net Interest Income/At
  Risk Income

  	
   

  	
  16.0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Placement Fees/Other
  Income

  	
   

  	
  16.0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Gain on Asset Sales/Exit
  Fees

  	
   

  	
  40.0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Operating Expense (net of
  Incentive Expense)

  	
   

  	
  note 1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Non Operating Expenses
  (provision/OMSR)

  	
   

  	
  -16.0

  	
  %

  



 






Note
1: Operating Expenses (net of Incentive Expense) factor will be determined by
calculating the weighted average of the related incentive factors multiplied by
115%. 


 


Line Item definitions:   The Line Item as reported in the Group’s SBU(s) report(s).


 


Net
Interest Income/At Risk Income: All Net Interest Income, Net Gain on Credit/Basis Swaps (net of hedge),
Repo. Int. Exp. Associated with Hedging (G/L 40910004) and Net Swap Expenses –
Asset Hedge (G/L 40910008).


 


Placement
Fees/Other Income:
All Operating Income excluding Exit Fees (G/L 40810007) and Gain/(Loss) on
Asset Sales.


 


Gain/(Loss)
on Asset Sales/Exit Fees:  Exit Fees (G/L 40810007) and
Gain/(Loss) on Sale of Assets excluding
line items G/L 40910004 and G/L 40910008.


 


Operating
Expenses (net of Incentive Expense):  All direct and indirect
operating expenses, less incentive expense.


 


Non-Operating
Expenses (Provision/OMSR):  All Non-operating expense
including loan loss provision and OMSR amortization expense.


 


Line Item
Re-Classification: On a quarterly basis and upon the receipt of a formal
written request from the Group, management will consider, at its discretion,
the re-classification (for incentive purposes only, any reclassification will not be reflected on the Group’s SBU) of
certain revenue activity between the various Line Items, as defined herein.
 For example, placement fee revenue recorded as a result of the sale of an
asset(s) may be considered as additional Gain on Sale and eligible for the
corresponding higher incentive factor.  Or, fees associated 


 


7

















 


with servicing or loan administration that
can be justified as no-risk revenue may be re-classified and eligible for the
corresponding higher incentive factor.


 


	
  Net Incentive Income:

  	
   

  	
  Net Income before taxes,
  as reflected in the Group’s SBU(s) Report(s) and adjusted as follows:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
  Addition of any Equity
  Credit, as defined in Section D, above

  
	
   

  	
   

  	
  ·

  	
  Addition of any incentive
  expense for the Plan as reflected in the SBU Reports during the Plan Year.

  
	
   

  	
   

  	
   

  
	
  After-Tax

  	
   

  	
   

  
	
  Net Incentive Income:

  	
   

  	
  Net Incentive Income
  adjusted as follows:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
  Deduction of the actual
  Incentive Bonus Pool,

  
	
   

  	
   

  	
  ·

  	
  Multiplied by 1 minus the assumed US
  tax rate (or other effective tax rate as determined by the CFO, GMACCH) of
  35% (or 65%)

  
	
   

  	
   

  	
   

  
	
  After-Tax Incentive

  	
   

  	
   

  
	
  Return on Economic

  	
   

  	
   

  
	
  Capital:

  	
   

  	
  After-Tax Net Incentive
  Income divided by the Economic
  Capital

  
	
   

  	
   

  	
   

  
	
  Economic Capital:

  	
   

  	
  The dollar
  amount of unexpected loss inherent in the Group’s credit portfolio as
  determined jointly by the CFO, GMACCH and the CRO, GMACCH, and as further
  agreed upon by the CEO, GMACCM NAO.  Economic capital will be determined
  based on calendar quarter-end credit exposure attributed to the Group. 
  Each quarter-end amount of economic capital will be totaled and then divided
  by 4 to arrive at the full-year average economic capital.

  



 


Current
Incentive Bonus


 


The
Group’s Current Incentive Bonus Pool shall generally be equal to no greater
than 90% of the Group’s Incentive Bonus Pool for the Plan Year. All Eligible
Employees are eligible to participate in the Current Incentive Bonus. 


 


Contingent Award


 


Those Eligible Employees designated by the
CEO, GMACCM NAO,  as having
management responsibility will be eligible to participate in the Contingent
Award portion of the Plan. The Contingent Award portion of the Plan shall be
equal to the remaining 10% (minimum) of the Group’s Incentive Bonus Pool and
set-aside for the Plan Year as an incentive for continued employment (“Contingent Award”).
Amounts set-aside as the Contingent Award will be set-aside on the same date
that bonuses under the Plan are paid and will accrue interest at the GM
Short-Term Proxy Rate.  The amount of the
Contingent Award pool that is set-aside during each Plan Year for an Eligible
Employee will be determined by the CEO, GMACCM NAO.


 


8

















 


In order to manage expectations, Contingent
Awards should be established for key managers holding titles of Vice President,
Senior Vice President and above depending on roles and responsibilities.
Generally Contingent Award percentages will increase for the higher levels of
title. For example a Vice President and some Senior Vice Presidents may have
between, but not limited to, 5-10% of their total incentive allocated to
Contingent Award and Senior Vice Presidents and above may have between, but not
limited to, 

15-25% of their total incentive allocated to Contingent Award.  These ranges are a guide and actual
Contingent Award allocations may be outside of these ranges.


 


Payment of a Contingent Award will be made
to the Eligible Employee only if he or she completes 3-years of continuous
employment with GMACCM (although not necessarily as an employee assigned to the
Group), measured from the date the Contingent Award is set-aside. Payment of
the Contingent Award will be made no later than 60 days after the Eligible
Employee has completed the 3 years of employment provided that he or she
is employed by GMACCM at the time of pay-out. 
An Eligible Employee forfeits all rights to a Contingent Award if these
requirements are not met.


 


Notwithstanding the foregoing or Section B
of this Plan to the contrary, if the Eligible Employee’s employment with GMACCM
terminates prior to completing such 3-year employment requirement due to a
layoff, retirement (under the GMACCM retirement policy), permanent disability or
death, or if for the same reasons the Eligible Employee is not employed by
GMACCM at the time of pay-out, such Eligible Employee will be paid all
unpaid Contingent Awards within 90 days of such termination event, even though
the employment requirements were not satisfied.


 


Net Loss Year Provision


 


In the event that Net Income is a loss in
any Plan Year, such loss will be ‘charged back’ against the Contingent Awards
set-aside from prior Plan Years. This charge back process will continue until
the current year loss is brought up to zero or the Contingent Award set-asides
are exhausted.  Once all Contingent Award
set-asides are exhausted, any excess losses will not be carried forward into
future Plan Years.  


 


Plan Calculation Example: 


 


	
   

  	
   

  	
  Line Item

  	
   

  	
   

  	
   

  	
  Incentive

  	
   

  
	
  Line Items

  	
   

  	
  Income & Expense

  	
   

  	
  Factor

  	
   

  	
  Bonus Pool

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net Interest
  Income/At Risk Income

  	
   

  	
  $

  	
  42,000,000

  	
   

  	
  16.0

  	
  %

  	
  6,720,000

  	
   

  
	
  Placement
  Fees/Other Income

  	
   

  	
  2,700,000

  	
   

  	
  16.0

  	
  %

  	
  432,000

  	
   

  
	
  Gain on Asset
  Sales/Exit Fees

  	
   

  	
  6,000,000

  	
   

  	
  40.0

  	
  %

  	
  2,400,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Average Revenue
  Factor

  	
   

  	
   

  	
   

  	
  18.8

  	
  %*

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Operating
  Expense

  	
   

  	
  (18,000,000

  	
  )

  	
  21.6

  	
  %**

  	
  (3,891,600

  	
  )

  
	
  Non-Operating
  Expenses

  	
   

  	
  (3,000,000

  	
  )

  	
  16.0

  	
  %

  	
  (480,000

  	
  )

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pre-tax Net
  Income (per SBU)

  	
   

  	
  29,700,000

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Equity Credit
  COF = 2.50%***

  	
   

  	
  3,000,000

  	
   

  	
  16.0

  	
  %

  	
  480,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Economic Capital

  	
   

  	
  $

  	
  120,000,000

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Equity Credit
  COF

  	
   

  	
  x       2.50

  	
  %

  	
   

  	
   

  	
   

  	
   

  



 






	
  ***COF estimate
  for example purposes only

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


9

















 


	
  Incentive
  Accrual per SBU

  	
   

  	
  9,000,000

  	
   

  	
  21.6

  	
  %

  	
  1,945,800

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bonus
  Incentive Pool

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  7,606,200

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Actual  Bonus Incentive Pool

  	
   

  	
  (7,606,200

  	
  )

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net Incentive
  Income

  	
   

  	
  34,093,800

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Implied Tax Rate
  of 35%

  	
   

  	
  x         65

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  After-Tax
  Incentive Income

  	
   

  	
  22,160,970

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Divided
  by

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Economic Capital

  	
   

  	
  120,000,000

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  After-Tax Net
  Incentive Income Return on Equity Capital

  	
   

  	
  18.5

  	
  %

  	
   

  	
   

  	
   

  	
   

  



 






* Average Revenue Factor = Sum of the
contributions to the Incentive Bonus Pool divided
by the sum of the related Line Item Income amounts.


 


Example: 9,552,000 divided by 50,700,000 = 18.8%


 


**Weighted Average Revenue Factor = Average
Revenue Factor multiplied by 115%.


 


Example: 18.8% multiplied by 1.15% = 21.6%


 


I.              BONUS RECOMMENDATIONS & APPROVAL PROCESS


 


The CEO, GMACCM NAO is responsible for the bonus
recommendations for all Eligible Employees of the Group.  The CEO, GMACCM NAO may, however, delegate
such authority to a senior manager of the Group; provided that, in accordance
with GMACCM policy, such designee does not make recommendations regarding his
or her own bonus.


 


If bonus recommendations are included for an
eligible employee designated by the CEO, GMACCM NAO and subsequently approved
by the CEO, GMACCH that are outside the Group as well as outside of the North
American Operations, approval must also be obtained from the Executive Vice
President in charge of the Division or Business unit to which these eligible
employees report.


 


No bonus recommendation will be considered
final or payable by GMACCM until such time as all bonus calculations and
recommendation have been approved by the CEO, GMACCM NAO, the CEO, GMACCH, the
GMACHC Compensation Committee and the GM Compensation Committee.  Communication
of any bonus recommendation to any member of the Group 


 


10

















 


is prohibited until Human Resources have received all
approvals and that approval has been communicated back to the CEO, GMACCM NAO.


 


J.                                      PAYMENT DATES


 


Bonuses payable under the
Plan will be paid on an annual basis, usually within sixty (60) days after the
end of the Plan Year.


 


K.                                    DECISIONS ON COMPANY
OPERATIONS


 


Nothing in the Plan is intended to restrict,
nor does the existence of the Plan restrict, GMACCM’s sole discretion in
determining the day-to-day operations of the company, including without
limitation, decisions on which employees should be assigned to the Group or
removed from the Group; the types or terms of any loan or real estate
transaction which GMACCM may, from time to time, offer to clients or in which
GMACCM may participate; GMACCM’s underwriting or funding requirements for any
transaction; GMACCM’s discretion to accept or reject any loan or other real
estate transaction originated by an employee assigned to the Group; GMACCM’s
discretion to waive collection of any fee income or refrain from legal
enforcement of its rights under any contract; or GMACCM’s decision whether to
enter into, expand or terminate any loan correspondent relationship or lending
program in which GMACCM may participate.


 


L.                                     COMPLIANCE WITH APPLICABLE
LAWS


 


The Plan is intended to comply with all
laws, rules and regulations of any governmental agency having jurisdiction over
the Plan.  Payment will be made only to
the extent such payment will not violate any applicable law, rule or
regulation.


 


M.                                  ADMINISTRATION OF THE PLAN 


 


Administration and Disputes


 


The day-to-day administration of the Plan
will be the responsibility of Human Resources.


 


All matters covered by the Plan which are
determined at the discretion of the CEO, GMACCM NAO, any other executive
officer identified by the Plan or by the GMACCH Compensation Committee and
shall be final and binding.  Any waiver
or exception provided by GMACCM in any one instance will not been deemed a
waiver or exception in any other instance, unless expressly declared in writing
by Human Resources to be GMACCM policy.


 


All disputes regarding matters covered by
the Plan will be resolved by the CEO, GMACCM NAO with the approval of the CEO,
GMACCH whose determination shall be final and binding. 


 


Corporate Policy


 


No employee receiving compensation pursuant
to the Plan shall discuss the amount of his or her compensation with any
employee of GMACCM other than the employee advising him or her of the
compensation or the employee’s supervisor. Grievances or concerns regarding
administration of the Plan must be addressed to the employee’s supervisor, the
CEO, GMACCM NAO or Human Resources. 


 


11