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EXHIBIT
10.11




GMAC LLC




RETENTION BONUS PLAN




     A. Purposes. This GMAC LLC Retention Bonus Plan (the “Plan”) is established by the
Board of Managers (the “Board”) of GMAC LLC (the “Company”) to promote the long term financial
interests of the Company and its stockholders by providing the key employees of the Company and its
subsidiaries with an incentive to remain employed with the Company and continue to actively perform
their job functions and duties with full attention and dedication following the closing of the
transactions contemplated by the Purchase and Sale Agreement, dated as of April 2, 2006, entered
into between the Company, FIM Holdings LLC, General Motors Corporation, and the other parties
thereto (the “Purchase Agreement”).



     B. Effective Date. The Plan shall be effective on November 30, 2006 (the “Effective
Date”).



     C. Eligibility. The Board or its designate, in its sole discretion, shall determine
the employees that are eligible to participate in the Plan (the “Participants”). Each Participant
shall receive a notice from the Plan Administrator informing the Participant of such selection to
participate in the Plan (the “Benefits Notice”).



     D. Retention Bonus. The Company shall pay to each Participant a retention bonus equal
to the percentage of such Participant’s annual base salary as of the Effective Date set out in the
Participant’s Benefits Notice (the “Retention Bonus”). Subject to the terms of Section E below,
the Retention Bonus shall be payable to Participants in equal quarterly installments on March 31,
2007, June 30, 2007, September 30, 2007 and December 31, 2007.(any such payment date, a “Bonus
Payment Date”).



     E. Termination of Employment. Except as otherwise provided in a Participant’s
Benefits Notice, a Participant’s eligibility to receive the Retention Bonus after termination of a
Participant’s employment is set forth below:



          (1) Termination of a Participant’s Employment by the Company Without Cause. If a
Participant’s employment with the Company is terminated by the Company without Cause (as defined
below) the Participant shall receive all remaining unpaid installments of the Retention Bonus,
payable on each subsequent Bonus Payment Date.




          (2) Participant’s Death or Disability. If a Participant’s employment with the Company
terminates by reason of the Participant’s death or Disability (as defined below), the Participant
shall receive all remaining unpaid installments of the Retention Bonus, payable to the Participant
(or, if appropriate, the Participant’s legal representative) in a lump sum as soon as practical
following such termination.




          (3) Termination of a Participant’s Employment by the Company for Cause. If a
Participant’s employment with the Company is terminated by the Company for Cause, the Participant
shall not be entitled to receive any remaining unpaid installments of the Retention Bonus.




 









 





          (4) Termination of a Participant’s Employment by the Participant. If a Participant’s
employment with the Company is terminated by the Participant for any reason, the Participant shall
not be entitled to receive any remaining unpaid installments of the Retention Bonus.




          (5) Definitions.





            (a) For the purposes of this Plan, “Disability” means a determination by the Company in
accordance with applicable law that as a result of a physical or mental injury or illness,
the Participant is unable to perform the essential functions of the Participant’s job with
or without reasonable accommodation for a period of (i) ninety (90) consecutive days; or
(ii) one hundred eighty (180) days in any one (1) year period.




            (b) For the purposes of this Plan, “Cause” means, as determined by the Board (or its
designee), (i) indictment of the Participant for a felony; (ii) conduct by the Participant
in connection with the Participant’s employment duties or responsibilities that is
fraudulent or grossly negligent, (iii) willful misconduct; (iv) the Participant’s willful
contravention of lawful directions related to a material duty or responsibility of the
Participant which is directed to be undertaken from the Board or the individuals to whom the
Participant reports; (v) breach of any restrictive covenants in favor of the Company to
which the Participant is subject; (vi) any acts of dishonesty by the Participant resulting
or intending to result in personal gain or enrichment at the expense of the Company, its
subsidiaries or affiliates; or (vii) the Participant’s failure to comply with a material
policy of the Company, its subsidiaries or affiliates.



     F. No Rights of Continued Employment. Nothing in this Plan shall confer on any
Participant the right to continued employment with the Company, or affect in any way the right of
the Company to terminate the Participant’s employment at any time, with or without Cause, or change
the Participant’s responsibilities or, affect in any way the rights of a Participant under any plan
or agreement with the Company.



     Withholdings. All payments to a Participant under this Plan will be subject to all
applicable withholding of federal, state and local taxes or other applicable employment taxes in
countries outside of the U.S.



     G. Administration. The Plan shall be interpreted, administered and operated by the
Board, or its designee (the “Plan Administrator”). The Plan Administrator shall have complete
authority, in its sole discretion, subject to the express provisions of the Plan, to (i) interpret
the provisions of the Plan, determine the applicable facts and resolve questions thereunder, which
interpretations and resolutions shall be final and conclusive, (ii) adopt such rules and
regulations of the Plan as it deems necessary or advisable, and (iii) generally take all action to
administer the Plan.



     H. Claims Procedures. All claims by a Participant for payment under this Plan shall
be in writing and shall be directed to and determined by the Plan Administrator. Any denial by the
Plan Administrator of a claim filed hereunder shall be delivered to the Participant



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in writing and shall set forth the specific reason(s) for the denial and the specific
provision(s) of the Plan on which the denial is based. The Plan Administrator shall afford the
Participant a reasonable opportunity to review the denial of a claim and shall further allow the
Participant to appeal to the Plan Administrator such denial within sixty (60) days after
notification by the Plan Administrator that the Participant’s claim has been denied.




     I. Governing Law. This Plan shall be governed and construed in accordance with the
laws of the State of Michigan applicable to agreements made and not to be performed entirely within
such state, without regard to conflicts of laws principles.



     J. Severability. In the event that any one or more of the provisions contained in
this Plan shall, for any reason, be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other provision of this Plan
or any other such instrument.



     K. Miscellaneous.



          (1) Except as expressly set forth herein, the Company shall have the right to amend this Plan
at any time; provided, however, that no amendment to the Plan shall be made which
adversely affects any Participant’s rights or interests herein without the express written consent
of each Participant so affected.




          (2) No waiver by the Company or any Participant, as the case may be, at any time of any breach
by the other party of, or of any lack of compliance with, any condition or provision of this Plan
to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. All other plans, policies and
arrangements of the Company in which the Participant participates during the term of this Plan
shall be interpreted so as to avoid the duplication of benefits paid hereunder.




          (3) Neither the Plan Administrator, nor any member of the Board, officer, director, employee,
or agent of the Company shall have any liability to any person, firm or corporation based on or
arising out of the Plan.




          (4) No right or interest in the Plan is transferable or assignable except by will or the laws
of descent and distribution. Notwithstanding the foregoing, this Plan shall be binding upon and
inure to the benefit of the Company and its successors.




          (5) Amounts payable under the Plan are not and will not be transferred into a trust or
otherwise set aside. Participants are considered general creditors of the Company and the
obligations of the Company are purely contractual and shall not be funded or secured in any way.




          (6) The captions preceding the sections of the Plan have been inserted solely as a matter of
convenience and shall not define or limit the scope or intent of any section or provision of the
Plan.




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          (7) Notices required or permitted under this Plan shall be sufficiently made if personally
delivered to the Participant or sent by regular mail addressed (i) to the Participant at the
Participant’s address as set forth in the books and records of the Company or (ii) to the Board at
the address of the Company.





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