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EXHIBIT 10.8




THE GMAC MANAGEMENT LLC

CLASS C MEMBERSHIP INTERESTS PLAN




     1. Purpose. The purpose of the GMAC Management LLC Class C Membership Interests Plan
is to motivate and retain certain individuals who are responsible for the attainment of the primary
long-term performance goals of GMAC LLC (“GMAC”) and its subsidiaries.



     2. Definitions. When used herein, the following terms shall have the following
meanings.



     “Administrator” means the Manager or the Board.



     “Affiliate” means any Person that controls, is controlled by, or is under common
control with such Person. As used herein, the term “control” (including the terms “controlling,”
“controlled by” and “under common control with”) means the possession, directly or indirectly, of
the power to direct or to cause the direction of the management and policies of a Person, whether
through ownership of voting securities or other interests, by contract or otherwise.



     “Award” means a grant by the Company of one or more series of Class C Membership
Interests under and subject to the terms and conditions of this Plan.



     “Award Agreement” means a written agreement entered into by the Company and each
Participant setting forth the terms and provisions applicable to an Award.



     “Board” means the Board of Managers of GMAC.



     “Change in Control” means the first to occur of any of the following events (1) any
Person who is not an Investor or an Affiliate of an Investor becomes the beneficial owner, directly
or indirectly, of fifty percent (50%) or more of the combined voting power of the then issued and
outstanding securities of GMAC or (2) the sale, transfer or other disposition of all or
substantially all of the business and assets of GMAC, whether by sale of assets, merger or
otherwise (determined on a consolidated basis), to a Person other than an Investor or an Affiliate
of an Investor.



     “Class C Membership Interests” means Class C Membership Interests as defined in the
LLC Agreement.



     “Closing Date” shall mean the Closing Date as defined in the Purchase Agreement.



     “Code” means the Internal Revenue Code of 1986, as amended, or any successor statute
thereto.



     “Company” means GMAC Management LLC, a Delaware limited liability company.



 









 





     “Conversion” means a change in the legal status of the Company from a Delaware limited
liability company into a business corporation or such other form of business organization,
organized under the laws of the State of Delaware or one of the other states or territories of the
United States or the District of Columbia in such form and manner (including, without limitation,
by amalgamation, merger, reorganization, liquidation, transfer of shares or assets of the Company
or any Subsidiary of the Company, or by any other means permissible under applicable law) and with
such classes of stock or other equity interests having such rights, preferences and other terms as
may be approved by the Manager; provided, however, that, immediately following the
effective time of any Conversion, the equity interests of the shareholders or equity holders in the
corporation or other business organization into which the Company is converted shall be exactly
proportionate to, consistent with and in the same priority as their respective percentage interests
in allocations, distributions and voting and rights as shareholders with respect to the Company
immediately prior to such Conversion. Following any Conversion, all references herein to Class C
Membership Interests shall be deemed to be references to securities representing such ownership
interests.



     “Disability” means Disability as defined in an Award Agreement.



     “Effective Date” means the date set forth in Section 20 hereof.



     “Fair Market Value” means the fair market value of the Class C Membership Interests as
determined in good faith by the Administrator and pursuant to a consistent methodology.



     “Grant Date” means the date on which an Award under the Plan is granted to a
Participant by the Company.



     “Investors” means FIM Holdings LLC, GM Finance Co. Holdings Inc., General Motors
Corporation and their Affiliates.



     “IPO” means an underwritten sale to the public of the equity securities of GMAC (or
its successor) pursuant to an effective registration statement filed with the SEC on Form S-1 and
after which GMAC’s (or its successor’s) equity securities are listed on the New York Stock Exchange
or the American Stock Exchange or are quoted on The NASDAQ Stock Market; provided that an
IPO shall not include any issuance of equity securities in any merger or other business
combination, and shall not include any registration of the issuance of equity securities to
existing securityholders or employees of GMAC (or its successor) on Form S-4 or Form S-8.



     “IPO Company” means GMAC or an entity formed for the purpose of holding equity
securities of GMAC.



     “LLC Agreement” means the Limited Liability Company Agreement of GMAC Management LLC,
as may be amended from time to time.



     “Manager” means the Manager as defined in the LLC Agreement.



     “Participant” means any employee of GMAC or any Subsidiary who is selected to
participate in the Plan in accordance with Section 4 hereof.



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     “Person” means any individual, partnership, firm, trust, corporation, limited
liability company or other similar entity. When two or more Persons act as a partnership, limited
partnership, syndicate or other group for the purpose of acquiring, holding or disposing of shares
or similar equity interest of GMAC, such partnership, limited partnership, syndicate or group shall
be deemed a “Person.”



     “Plan” means this GMAC Management LLC Class C Membership Interests Plan.



     “Prime Rate” means the “prime rate” as reported daily by The Wall Street Journal.



     “Purchase Agreement” means the Purchase and Sale Agreement, by and among General
Motors Corporation, GMAC, GM Finance Co. Holdings Inc., and FIM Holdings LLC, dated as of April 2,
2006.



     “Subsidiary” means, with respect to the Company, at any date, any corporation, limited
liability company, partnership, association or other entity the accounts of which would be
consolidated with those of the Company in the Company’s consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of such date, as well as any other
corporation, limited liability company, partnership, association or other entity of which
securities or other ownership interests representing more than 50% of the equity or more than 50%
of the ordinary voting power or, in the case of a partnership, more than 50% of the general
partnership interests are, as of such date, owned, controlled or held, directly or indirectly, by
one or more of the Company and its Subsidiaries.



     “Top Up Event” means an IPO of an IPO Company and/or a Change of Control.



     3. Administration. The Plan shall be administered by the Administrator. Subject to
the provisions of the Plan and/or any Award Agreement, the Administrator shall have the authority
to:



          (a) select the Participants;




          (b) determine the Class C Membership Interests covered by any Award; and




          (c) establish from time to time regulations for the administration of the Plan, interpret the
Plan, accelerate the payment of an Award, waive any conditions with respect to an Award (including
vesting), delegate in writing administrative matters to committees of the Manager or to other
persons, as appropriate, and make such other determinations and take such other action as it deems
necessary or advisable for the administration of the Plan.




     All decisions, actions and interpretations of the Administrator shall be final, conclusive and
binding upon all Participants and their beneficiaries.



     4. Participation. Participants in the Plan shall be limited to those employees of
GMAC or any of its Subsidiaries who have been notified in writing by the Administrator that they
have been selected to participate in the Plan.



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     5. Class C Membership Interests Subject to the Plan.



          (a) As of the Effective Date, the maximum Class C Membership Interests available to be issued
by the Company under the Plan is 5,820, and such Class C Membership Interests shall be reserved for
Awards granted under the Plan. The Class C Membership Interests may be issued in one or more
series.




          (b) If any Award granted under the Plan shall be canceled, shall expire, or shall be
repurchased, new Awards may thereafter be granted covering such Class C Membership Interests (in
the same or different series).




          (c) At any time after the Effective Date, the Manager may effect a Conversion. In such event,
the Manager shall prepare, and the Company shall have the right to require each Participant holding
Class C Membership Interests to execute and deliver, any agreements, instruments or other documents
reasonably required to consummate the Conversion. The articles of incorporation, bylaws or
organizational documents of the surviving company or corporation or other form of business
organization shall be approved by the Manager. Each Participant hereby agrees that he or she will
execute and deliver all agreements, instruments and documents as are required, in the reasonable
judgment of the Board consistent with the terms of the Award, to be executed by such Participant to
consummate the Conversion.




     6. Terms and Conditions of Class C Membership Interests.



          (a) Grant of Class C Membership Interests. The Participant shall be granted the
number and series of Class C Membership Interests set forth in the Award Agreement. In connection
with such grant, the Participant may be required to purchase the Class C Membership Interests at a
price set forth in the Award Agreement for such Participant.




          (b) Vesting. Awards shall vest at such time and upon such terms and conditions as
determined by the Administrator and set forth in an Award Agreement.




          (c) Transferability of Class C Membership Interests. No Class C Membership Interests
issued by the Company under the Plan and no right arising under such Class C Membership Interests
shall be transferable other than by will or by the laws of descent and distribution except in
accordance with the Plan, the LLC Agreement and any applicable Award Agreement.




          (d) LLC Agreement. Upon the issuance by the Company of a Class C Membership Interests
to a Participant, the Participant shall be required to become a party to the LLC Agreement.
Accordingly, the execution of such LLC Agreement shall be a condition precedent to the right to
receive any Class C Membership Interests.




     7. Termination of Employment. Unless otherwise provided in an Award Agreement, all
unvested Class C Membership Interests will be forfeited upon the termination of a Participant’s
employment with GMAC or its Subsidiaries and Affiliates.



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     8. Adjustment.



          (a) In the event of any change in the capital structure of GMAC or the Company by reason of
any, reorganization, recapitalization, merger, consolidation, spin-off, reclassification,
combination or any transaction similar to the foregoing, the Administrator shall make such
substitution or adjustment, if any, as it deems to be equitable, to (i) the number or kind of Class
C Membership Interests and/or (iii) any other affected terms of such Class C Membership Interests.




          (b) Consistent with Section 12.6 of the GMAC LLC Agreement, in the event of an IPO of an IPO
Company, the Class C Membership Interests held by a Participant shall be equitably converted (based
on the Fair Market Value of the Class C Membership Interests), as determined by the Board, into
shares of the IPO Company registered in connection with such IPO and such shares shall be subject
to the same terms and conditions as the underlying Class C Membership Interests.




     9. Purchase Rights and Obligations.



          (a) Unless otherwise provided in an Award Agreement, at any time within 120 days following a
Participant’s termination of employment or services for any reason, GMAC shall have the right, but
not the obligation, to (x) purchase from the Participant and to cause the Participant to sell or
(y) cause the Company to redeem, all or any portion of the Class C Membership Interests for an
amount equal to the Fair Market Value thereof (the “Purchase Price”), upon the terms and conditions
set forth in this Section 9.




          (b) If GMAC does not exercise its right to purchase, or cause the Company to redeem, the Class
C Membership Interests pursuant to Section 9(a), the Investors shall have the right, for a period
of 30 calendar days after the expiration of the applicable 120-day period set forth above, to
purchase their pro-rata share of the Class C Membership Interests upon the terms and conditions set
forth in this Section 9; provided, that if any Investor does not exercise its right to purchase its
pro rata share of such Class C Membership Interests, then the other Investors shall have the right
to purchase such Investor’s pro rata share.




          (c) In the event GMAC has the right to purchase, or cause the Company to redeem, Class C
Membership Interests pursuant to Section 9(a) above, GMAC shall send a notice (the “Notice”) to the
Participant, within the applicable time periods specified in Section 9(a) above, which Notice shall
set forth the applicable Purchase Price, together with GMAC’s determination of whether it elects to
purchase or cause the redemption by the Company of such Class C Membership Interests. If GMAC does
not elect to purchase, or cause the Company to redeem, the Class C Membership Interests, the
Investors electing to exercise their right to purchase such Class C Membership Interests in
accordance with Section 9(b) above, shall send a notice (the “Purchase Notice”) to the Participant.
The purchase or redemption, as applicable, set forth in the Notice or Purchase Notice, shall take
place on a date to be jointly determined by the applicable parties (not later than 30 calendar
days after the delivery of the Notice (if such notice provides an election to purchase or redeem)
or Purchase Notice, as applicable ) by delivery by the Participant of certificates representing the
Class C Membership Interests to be purchased or redeemed in exchange for payment of the Purchase
Price.




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          (d) If (i) a Participant’s employment is terminated after the fifth (5th) anniversary of the
Closing Date, (ii) GMAC or the Investors, as applicable, exercise their right to purchase, or cause
the Company to redeem, such Participant’s Class C Membership Interests in accordance with this
Section 9, (iii) within 12 months following the termination of employment of such Participant there
is a Top Up Event, and (iv) the Fair Market Value of the Class C Membership Interests at the time
of such Top Up Event, taking into account the price per Class C Membership Interest in such Top Up
Event (either such price, the “Top Up Event Price”) exceeds the Purchase Price, then the parties
that purchased or redeemed such Class C Membership Interests pursuant to this Section 9 shall,
within 30 days of such Top Up Event, pay to such Participant an amount equal to the product of (x)
(A) the excess of the Top Up Event Price over (B) the Purchase Price, multiplied by (y) the number
of Class C Membership Interests purchased or redeemed pursuant to this Section 9.




          (e) If there has not been a Top Up Event, each Participant (or his estate or legal guardian)
shall have the right to cause GMAC to purchase such Participant’s Class C Membership Interests for
Fair Market Value (or if GMAC cannot purchase such Class C Membership Interests, cause the Company
to redeem such Class C Membership Interests for Fair Market Value) (i) in the event of the death of
a Participant, at any time from the date of such Participant’s death until the first anniversary of
such Participant’s death, (ii) in the event of a termination of employment of a Participant due to
Disability, at any time from the first anniversary of such termination until the second anniversary
of such termination, and (iii) at any time following the 10th anniversary of the Closing Date until
150 days after the 10th anniversary of the Closing Date.




          (f) If the purchase of the Class C Membership Interests by GMAC and the redemption of the
Class C Membership Interests by the Company pursuant to Section 9(e) is prohibited pursuant to the
terms of any debt instrument or loan agreement, including any amendment, renewal, extension,
substitution, refinancing, replacement or other modification thereof, entered into by GMAC or any
of its subsidiaries, GMAC shall not be required to purchase, or cause the Company to redeem, such
Class C Membership Interests; provided, that GMAC may, at its election, (i) consummate the purchase
of such Class C Membership Interests, provided, that the payment of the Fair Market Value for such
Class C Membership Interests would be deferred, and evidenced by a note made by GMAC in favor of
the Participant due, together with interest at a rate equal to the Prime Rate, until 30 days after
the termination of such prohibition; provided, further, that if GMAC makes the foregoing election,
the Participant may elect not to sell its Class C Membership Interests to GMAC pursuant to Section
9(e) at such time or (ii) defer the consummation of the purchase of such Class C Membership
Interests until such prohibition is terminated, provided, that the Fair Market Value for such Class
C Membership Interests under this clause (ii) shall be determined as of the date of such purchase.




     10. Plan and Awards Not to Confer Rights with Respect to Continuance of Employment or
Relationship. Neither the Plan nor any action taken thereunder shall be construed as giving
any Participant any right to continue such Participant’s relationship with GMAC or any of the
Subsidiaries, nor shall it give any employee the right to be retained by GMAC or any of its
Subsidiaries, or interfere in any way with the right of GMAC or any of the Subsidiaries to
terminate any Participant’s employment or relationship, as the case may be, at any time, for any
reason.



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     11. No Claim or Right Under the Plan. No employee of GMAC or any of the Subsidiaries
shall at any time have the right to be selected as a Participant in the Plan nor, having been
selected as a Participant and granted an Award, to be granted any additional Award pursuant to the
Plan. The terms and conditions of Awards and the Administrator’s determinations and
interpretations with respect thereto need not be the same with respect to each participant (whether
or not such Participants are similarly situated).



     12. Listing and Qualification of Class C Membership Interests. The Plan, the grant of
Awards thereunder, and the obligation of the Company to allot and issue Class C Membership
Interests under such Awards, shall be subject to all applicable Federal and state laws, rules and
regulations and to such approvals by any government or regulatory agency, as may be required. The
Company, in its discretion, may postpone the issuance or delivery of Class C Membership Interests
until completion of any qualification of such Class C Membership Interests under any state or
Federal law, rule or regulation as the Company may consider reasonably appropriate, and may require
any Award holder to make such representations and furnish such information as it may consider
appropriate in connection with the issuance or delivery of the Class C Membership Interests in
compliance with applicable laws, rules and regulations. Certificates representing Class C
Membership Interests may bear such legend as the Company may consider appropriate under the
circumstances.



     13. Compliance with LLC Agreement. The Class C Membership Interests shall be subject
to the terms and conditions contained in the LLC Agreement.



     14. Taxes. The Company or GMAC may make such provisions and take such steps as it may
deem necessary or appropriate with respect to all federal, state, local and other taxes applicable
to the issue and holding of Class C Membership Interests.



     15. No Liability of Administrator. No member of the Administrator shall be personally
liable by reason of any contract or other instrument executed by such member or on his or her
behalf in his or her capacity as a member of the Administrator or for any mistake of judgment made
in good faith, and the Company shall indemnify and hold harmless each such member and each
employee, officer or director of the Company to whom any duty or power relating to the
administration or interpretation of the Plan may be allocated or delegated against any cost or
expense (including counsel fees) or liability (including any sum paid in settlement of a claim with
the approval of the Manager) arising out of any act or omission to act in connection with the Plan
unless such act arises out of such person’s own fraud or willful misconduct.



     16. Amendment or Termination. The Administrator may, with prospective or retroactive
effect, amend, suspend or terminate the Plan or any portion thereof at any time and for any reason;
provided, however, that (i) no amendment, suspension, or termination, without the
consent of the Participants, shall affect adversely any then issued and outstanding Class C
Membership Interests, and (ii) no amendment or other action that requires equityholder approval in
order for the Plan to continue to comply with applicable law, rule or regulation shall be effective
unless such amendment or other action shall be approved by the requisite vote of the equityholders
of the Company entitled to vote thereon. Notwithstanding any terms of the Plan to the contrary,
the Plan may be amended or modified by the Administrator at any time to the extent necessary to
prevent noncompliance with Section 409A of the Code.



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     17. Captions. The captions preceding the sections of the Plan have been inserted
solely as a matter of convenience and shall not in any manner define or limit the scope or intent
of any provision of the Plan.



     18. Governing Law. The Plan and all rights thereunder shall be governed by and
construed in accordance with the laws of the State of New York, without giving effect to conflict
of laws principles thereof.



     19. Severability. In the event that any provision of the Plan shall be held illegal
or invalid for any reason, such illegality or invalidity shall not affect the remaining parts of
the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had
not been included.



     20. Effective Date. The Plan shall become effective as of December 18, 2006.




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