exv10w4






Exhibit 10.4




GMAC LONG-TERM INCENTIVE PLAN LLC




LONG-TERM EQUITY COMPENSATION INCENTIVE PLAN




As Adopted Effective July 16, 2008




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GMAC LONG-TERM INCENTIVE PLAN LLC

LONG-TERM EQUITY COMPENSATION INCENTIVE PLAN




Table of Contents




	 	 	 
	Section 1
	 	Definitions
	Section 2
	 	Purpose of Plan
	Section 3
	 	Term of Plan; Amendment and Termination of Plan
	Section 4
	 	Administration
	Section 5
	 	Eligibility and Participation
	Section 6
	 	Bps Available under Plan; Valuation of Awards
	Section 7
	 	Grants of Awards
	Section 8
	 	Vesting and Payment of Award
	Section 9
	 	Restrictive Covenants
	Section 10
	 	Termination of Employment; Other Payments
	Section 11
	 	Claims
	Section 12
	 	Taxes
	Section 13
	 	Miscellaneous






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GMAC LONG-TERM INCENTIVE PLAN LLC




LONG-TERM EQUITY COMPENSATION INCENTIVE PLAN





	1.0	 	DEFINITIONS
	 
	 	 	The following terms shall have the following meanings unless the context indicates
otherwise:
	 
	1.1	 	“Award” shall mean a compensatory award that is granted in accordance with Section 7 below
and that Vests and is paid in accordance with Section 9 or 11 below.
	 
	1.2	 	“Award Letter” shall mean a written agreement between GMAC LTIP LLC and the Participant that
establishes the terms, conditions, restrictions and/or limitations applicable to an Award in
addition to those established by the Plan and by the Committee’s exercise of its
administrative powers.
	 
	1.3	 	“Beneficiary” shall mean a beneficiary designated in writing by a Participant to receive a
Payment in the event of a Participant’s death prior to a date of Payment. If no Beneficiary
is designated by the Participant, then the Participant’s estate shall be deemed to be the
Participant’s Beneficiary.
	 
	1.4	 	“Board” shall mean the Board of Managers of the Company.
	 
	1.5	 	“bps” shall mean a hypothetical ownership interest of the Company (based on basis points)
where, for example (i) an Award subject to 1.5 bps would equal an Award relating to a 0.015%
hypothetical ownership interest of the Company and (ii) an Award subject to 3.25 bps would
equal an Award relating to a 0.0325% hypothetical ownership interest of the Company.
	 
	1.6	 	“Cause” shall mean any one of the following:






	 	(a)	 	felony indictment or misdemeanor conviction; or
	 
	 	(b)	 	failure to perform any material responsibility of the leadership position; or
	 
	 	(c)	 	a course of conduct which would tend to hold the Company or any of its
affiliates in disrepute or scandal, as determined by the Board in its sole discretion;
or
	 
	 	(d)	 	failure to follow lawful directions of the Board; or
	 
	 	(e)	 	any material breach of fiduciary duty to the Company; or
	 
	 	(f)	 	gross negligence; or
	 
	 	(g)	 	willful misconduct; or
	 
	 	(h)	 	failure to comply with a material Company policy; or
	 
	 	(i)	 	any act of fraud, theft, or dishonesty; or
	 
	 	(j)	 	breach of any restrictive covenants, including the duty of confidentiality with
respect to Company information.






	1.7	 	“Change in Control” shall mean both:





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	 	(a)	 	a change in the ownership of the Company in accordance with Treasury Regulation
Section 1.409A-3(i)(5)(v); or
	 
	 	(b)	 	a change in effective control of the Company in accordance with Treasury
Regulation Section 1.409A-3(i)(5)(vi); or
	 
	 	(c)	 	a change in the ownership of a substantial portion of the Company’s assets in
accordance with Treasury Regulation Section 1.409A-3(i)(5)(vii);






and either




	 	(i)	 	any person who is not FIM Holdings LLC, GM Finance Co. Holdings Inc., General
Motors Corporation and their affiliates becomes the beneficial owner, directly or
indirectly, of more than 50% of the combined voting power of the then issued and
outstanding securities or other ownership interests of the Company; or
	 
	 	(ii)	 	the sale, transfer or other disposition of all or substantially all of the
business and assets of the Company, whether by sale of assets, merger or otherwise
(determined on a consolidated basis), to a person other than FIM Holdings LLC, GM
Finance Co. Holdings Inc., General Motors Corporation and their affiliates.






	1.8	 	“Change-in-Control Date” shall mean the date a Change in Control occurs.
	 
	1.9	 	“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, including
applicable regulations promulgated thereunder.
	 
	1.10	 	“Committee” shall mean the Board’s Compensation and Leadership Committee.
	 
	1.11	 	“Company” shall mean GMAC LLC.
	 
	1.12	 	“Competitive Activity” shall mean an activity in which the Participant engages directly or
indirectly (whether as a principal, agent, partner, member, employee, investor, owner,
consultant, board member or otherwise) that is in direct competition with the Company or any
of its Subsidiaries or affiliates in any of the States within the United States, or countries
within the world, in which the Company or any of its Subsidiaries or affiliates conducts
business with respect to a business in which the Company or any of its subsidiaries or
affiliates engaged or was preparing to engage during employment and on the date of the
termination of employment; provided, however, that an ownership interest of 1% or less in any
publicly held company shall not constitute a Competitive Activity; and further provided,
however, that the Participant may be employed by or otherwise associated with a business or
entity of which a subsidiary, division, segment, unit, etc. is in direct competition with the
Company or any Subsidiary or affiliate but as to which such subsidiary, division, segment,
unit, etc. the Participant has no direct or indirect responsibilities or involvement so long
as the Participant does not breach the covenant of confidentiality contained in Section 11.3
below.
	 
	1.13	 	“Deferral Payment Date” shall mean March 15, 2013, or any other date specified in an Award
Letter.
	 
	1.14	 	“Disability” or “Disabled” shall mean a “disability” as defined under Code Section
409A(a)(2)(C).
	 
	1.15	 	“Dividend Equivalent” shall mean a case amount equal to the amount of a dividend with respect
to GMAC LLC equity that is paid to GMAC LLC equity holders on or after an IPO.
	 
	1.16	 	“Effective Date” shall mean July 16, 2008, the date approved by the Board.
	 
	1.17	 	“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time
to time, including applicable regulations promulgated thereunder.





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	1.18	 	“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time,
including applicable regulations thereunder.
	 
	1.19	 	“Fair Market Value” shall mean the fair market value of the Company as determined in good
faith by the Board and in accordance with Section 6 below.
	 
	1.20	 	“GMAC LLC” shall mean GMAC LLC, a Delaware limited liability company.
	 
	1.21	 	“GMAC LTIP LLC” shall mean GMAC Long-Term Incentive Plan LLC, a Delaware limited liability
company.
	 
	1.22	 	“IPO” shall mean an underwritten sale to the public of the Company’s equity securities
pursuant to an effective registration statement filed with the Securities and Exchange
Commission on Form S-1 and after which the Company’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, however, that an IPO shall not include any issuance of the Company’s equity
securities in any merger or other business combination, and shall not include any registration
of the issuance of such equity securities to exiting security holders or employees of the
Company on Form S-4 or Form S-8.
	 
	1.23	 	“Member” shall mean a person or entity that owns and holds a Membership Interest.
	 
	1.24	 	“Membership Interest” shall mean either a “Class A Membership Interest” or a “Class B
Membership Interest” as such term is defined under and described in the Amended and Restated
Limited Liability Company Operating Agreement of GMAC LLC dated as of November 30, 2006, as
amended from time to time.
	 
	1.25	 	“Participant” shall mean any employee of the Company or any Subsidiary to whom an Award has
been granted by the Committee under the Plan and who is employed by the Company or any
Subsidiary as of the date the Award Vests in accordance with Section 8 or 10 below.
	 
	1.26	 	“Payment” or “Paid” shall mean a cash payment made to a Participant equal to:






	 	(a)	 	if with respect to an RSU, the product of (x) the Fair Market Value times (y)
bps subject to the Payment, plus any Dividend Equivalents, if applicable; or
	 
	 	(b)	 	if with respect to an SAR, the product of (x) the Fair Market Value less the
Strike Price times (y) bps subject to the Payment.






	1.27	 	“Plan” shall mean the GMAC Long-Term Incentive Plan LLC Long-Term Equity Compensation
Incentive Plan.
	 
	1.28	 	“RSU” shall mean an Award designated as a full-value compensatory vehicle where compensation
attributable to such Award will be measured by the Fair Market Value as of the Payment Date,
and which shall be subject to restrictions and limitations imposed by the Committee on the
date of grant.
	 
	1.29	 	“SAR” shall mean an Award designated as an appreciation-only compensatory vehicle where
compensation attributable to such Award will be measured by the excess, if any, of the Fair
Market Value of the Award as of the Payment Date less the Strike Price, and which shall be
subject to restrictions and limitations imposed by the Committee on the date of grant.
	 
	1.30	 	“Strike Price” shall mean the strike price of an SAR as determined by the Committee.





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	1.31	 	“Subsidiary” shall mean a corporation of which the Company directly or indirectly owns more
than 50 percent of the Voting Stock or any other business entity in which the Company directly
or indirectly has an ownership interest of more than 50 percent.
	 
	1.32	 	“Treasury Regulation” shall mean the regulations promulgated under the Code by the United
States Department of the Treasury, as amended from time to time.
	 
	1.33	 	“Unforeseeable Emergency” shall mean an “unforeseeable emergency” as defined under Code
Section 409A(a)(2)(B)(ii)(I).
	 
	1.34	 	“Unvested Award” shall mean the portion of an Award that has not yet Vested.
	 
	1.35	 	“Valuation” shall mean a fair market valuation of the Company in accordance with Section 6.3
below.
	 
	1.36	 	“Vest” shall mean that the Participant has an unrestricted right, title and interest to
receive the compensation attributable to the Award (or a portion of such Award) or to
otherwise enjoy the benefits underlying such Award without a “substantial risk of forfeiture”
(as such term is defined and used in Code Section 409A).
	 
	1.37	 	“Vesting Date” shall mean the date on which an Award Vests as specified in the Award Letter.
	 
	1.38	 	“Voting Stock” shall mean the capital stock of any class or classes having general voting
power under ordinary circumstances, in the absence of contingencies, to elect the directors of
a corporation.
	 
	2.0	 	PURPOSE OF PLAN
	 
	2.1	 	Purpose. The purpose of the Plan is to motivate certain employees of the Company and its
Subsidiaries to put forth maximum efforts toward the growth, profitability, and success of the
Company and its Subsidiaries by providing incentives to such employees through payments that
are aligned to the ownership interests of the Company. In addition, the Plan is intended to
provide incentives that will attract and retain highly qualified individuals as employees of
the Company and its Subsidiaries, and to assist in aligning the interests of such employees
with the interests of the Members.
	 
	2.2	 	ERISA. The Plan is intended to be an unfunded “employee benefit plan” (as such term is
defined and used under ERISA) which is maintained primarily for the purpose of providing
deferred compensation for a select group of management or highly compensated employees for
purposes of Title I of ERISA, and thus the Plan is intended to be treated as and subject to
the “top-hat” plan requirements under ERISA.
	 
	2.3	 	Code Section 409A. The Plan is intended to be a “nonqualified deferred compensation plan” as
such term is defined and used under Code Section 409A, and thus the Plan is intended to be
fully subject to and fully compliant with Code Section 409A.
	 
	3.0	 	TERM OF PLAN; AMENDMENT AND TERMINATION OF PLAN
	 
	3.1	 	Term. The Plan shall be effective as of the Effective Date and shall terminate on the
earlier of (i) the date that all Awards granted under the Plan are Paid or (ii) the 10th
anniversary of the Effective Date, unless sooner terminated by the Board in accordance with
Section 3.2 below.
	 
	3.2	 	Termination of Plan. The Board may suspend or terminate the Plan at any time with or without
prior notice; provided, however, that no action authorized by this Section 3.2 shall reduce
the amount of any outstanding Award or otherwise adversely change the terms and conditions
thereof without the Participant’s prior written consent.





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	3.3	 	Amendment of Plan. The Board may amend the Plan at any time with or without prior notice;
provided, however, that no action authorized by this Section 3.3 shall reduce the amount of
any outstanding Award or otherwise adversely change the terms and conditions thereof without
the Participant’s prior written consent.
	 
	3.4	 	Amendment or Cancellation of Award Letters. The Committee may amend or modify any Award
Letter at any time; provided, however, that if the amendment or modification adversely affects
the Participant, such amendment or modification shall be by mutual agreement between the
Committee and the Participant or such other persons as may then have an interest therein.
	 
	3.5	 	Restrictions to Amendment of Plan. Notwithstanding anything contained in the Plan to the
contrary, any amendment to the Plan or to any Award Letter that would result in compensation
payable under the Plan to be subject to the penalty tax imposed by Code Section 409A shall be
null and void and of no effect as if the Plan had never been amended.
	 
	4.0	 	ADMINISTRATION
	 
	4.1	 	Responsibility. The Committee shall have the responsibility, in its sole discretion, to
control, operate, manage and administer the Plan in accordance with its terms.
	 
	4.2	 	Award Letter. Each Award granted under the Plan shall be evidenced by an Award Letter, which
shall be signed by an authorized agent or officer of GMAC LTIP LLC and the Participant;
provided, however, that in the event of any conflict between a provision of the Plan and any
provision of an Award Letter, the provision of the Plan shall control and prevail.
	 
	4.3	 	Authority of the Committee. The Committee shall have all the discretionary authority that
may be necessary or helpful to enable it to discharge its responsibilities with respect to the
Plan, including but not limited to the following:






	 	(a)	 	to determine eligibility for participation in the Plan;
	 
	 	(b)	 	to determine the size of an Award granted under the Plan;
	 
	 	(c)	 	to set vesting schedules for each Award;
	 
	 	(d)	 	to set the Strike Prices for SARs under the Plan;
	 
	 	(e)	 	to grant Awards to, and to enter into Award Letters with, Participants;
	 
	 	(f)	 	to supply any omission, correct any defect, or reconcile any inconsistency in
the Plan in such manner and to such extent as it shall deem appropriate in its sole
discretion to carry the same into effect;
	 
	 	(g)	 	to issue administrative guidelines as an aid to administer the Plan and make
changes in such guidelines as it from time to time deems proper;
	 
	 	(h)	 	to make rules for carrying out and administering the Plan and make changes in
such rules as it from time to time deems proper;
	 
	 	(i)	 	to the extent permitted under the Plan, grant waivers of Plan terms,
conditions, restrictions, and limitations;
	 
	 	(j)	 	to maintain the Plan’s full compliance with Code Section 409A;





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	 	(k)	 	to recommend Fair Market Value to the Board for purposes of the Plan;
	 
	 	(l)	 	to take any and all other actions it deems necessary or advisable for the
proper operation or administration of the Plan.






	4.4	 	Action by the Committee. The Committee may act only by a majority of its members. Any
determination of the Committee may be made, without a meeting, by a writing or writings signed
by all of the members of the Committee. In addition, the Committee may authorize any one or
more of its members to execute and deliver documents on behalf of the Committee.
	 
	4.5	 	Delegation of Authority. The Committee may delegate to one or more of its members, or to one
or more agents, such administrative duties as it may deem advisable; provided, however, that
any such delegation shall be in writing. In addition, the Committee, or any person to whom it
has delegated duties under this Section 4.5, may employ one or more persons to render advice
with respect to any responsibility the Committee or such person may have under the Plan. The
Committee may employ such legal or other counsel, consultants and agents as it may deem
desirable for the administration of the Plan and may rely upon any opinion or computation
received from any such counsel, consultant or agent. Expenses incurred by the Committee in
the engagement of such counsel, consultant or agent shall be paid by the Company or the
Subsidiary whose employees have benefited from the Plan, as determined by the Committee.
	 
	4.6	 	Determinations and Interpretations by the Committee. All determinations and interpretations
made by the Committee shall be binding and conclusive on all Participants and their heirs,
successors, and legal representatives.
	 
	4.7	 	Liability. No member of the Committee and no employee of the Company shall be liable for any
act or failure to act hereunder, except in circumstances involving his or her bad faith, gross
negligence or willful misconduct, or for any act or failure to act hereunder by any other
member or employee or by any agent to whom duties in connection with the administration of the
Plan have been delegated.
	 
	4.8	 	Indemnification. The Company shall indemnify members of the Committee and any agent of the
Committee against any and all liabilities or expenses to which they may be subjected by reason
of any act or failure to act with respect to their duties on behalf of the Plan, except in
circumstances involving such person’s bad faith, gross negligence or willful misconduct.
	 
	5.0	 	ELIGIBILITY AND PARTICIPATION
	 
	5.1	 	Eligibility. All employees of the Company and its Subsidiaries shall be eligible to
participate in the Plan and to receive Awards.
	 
	5.2	 	Participation. The Committee in its sole discretion shall designate who shall be a
Participant and receive Awards under the Plan. Designation of a Participant in any year shall
not require the Committee to designate such person to receive an Award in any other year or,
once designated, to receive the same Award as granted to the Participant in any other year.
The Committee shall consider such factors as it deems pertinent in selecting Participants and
in determining the bps subject to each Award. Notwithstanding the Committee’s authority to
determine Participants and Awards, the Chief Executive Officer of the Company shall have the
authority to grant RSUs to any Participants who do not receive SARs Awards. The Chief
Executive Officer shall present the RSU Participants and Award bps to the Committee from time
to time or upon the Committee’s request, so that the Committee may determine whether it has
any objection to such compensation for these Participants.
	 
	6.0	 	BPS AVAILABLE UNDER PLAN; VALUATION OF AWARDS





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	6.1	 	Available bps for Grant. The aggregate number of bps that may be granted under all Awards
during the term of the Plan shall not exceed 1000. The aggregate number of bps that may be
granted under all RSU Awards during the term of the Plan shall not exceed 600. The aggregate
number of bps that may be granted under all SAR Awards during the term of the Plan shall not
exceed 400. Awards that are cancelled or forfeited may be regranted.
	 
	6.2	 	Adjustment to Award. If there is any change to the Membership Interests, through merger,
consolidation, reorganization, recapitalization, dividend, split, reverse split, split-up,
split-off, spin-off, combination of Membership Interests, exchange of Membership Interests,
dividend in kind or other like change in capital structure or distribution (other than normal
cash dividends) to Members, an adjustment shall be made to each Award either granted or
available for grant under the Plan so that after such adjustment each Award reflects such
change to the Membership Interests. In addition, for the purpose of preventing any dilution
or enlargement of Participants’ rights under the Plan, the Committee shall have the authority
to adjust, in an equitable manner, the bps available for grant or granted under the Plan, as
well as the Strike Price of outstanding SARs or any other affected term.
	 
	6.3	 	Fair Market Valuation of the Company. The Board shall determine a Valuation (i) at least
once a year and (ii) as of a Change-in-Control Date. The Board may in its sole discretion
determine a Valuation at any other time. Valuations shall take into account the valuation
rules under Treasury Regulation Section 1.409A-1(b)(5)(iv) if compliance with such valuation
rules are necessary for compliance with Code Section 409A.
	 
	7.0	 	GRANTS OF AWARDS
	 
	7.1	 	Grants. The Committee in its sole discretion and at any time may grant Awards to
Participants. Each grant of an Award shall be designated by a fixed bps underlying the Award.
	 
	7.2	 	Types of Grants. The Committee in its sole discretion may grant either RSUs, SARs, or a
combination of both.
	 
	7.3	 	Award Letter. Each Award shall be evidenced by an Award Letter, stating:






	 	(a)	 	the bps underlying the Award;
	 
	 	(b)	 	if the Award is an SAR, then the Strike Price;
	 
	 	(c)	 	the Vesting schedule for each Award;
	 
	 	(d)	 	if the Award is an RSU, whether the Award is subject to a Deferral Payment
Date; and
	 
	 	(e)	 	any other term, condition, restriction and/or limitation with respect to the
Award.






	7.4	 	Deferral. To the extent permitted by the Committee, a Participant may elect to defer
compensation attributable to an RSU Award to the Deferral Payment Date, provided that such
deferral fully complies with Code Section 409A.
	 
	7.5	 	Dividend Equivalents. On or after an IPO, Participants who hold RSUs shall be entitled to
receive Dividend Equivalents to the same extent and in the same manner as equity holders of
the Company’s common stock, if and when such holders receive dividends under such common
stock. The Dividend Equivalent shall be subject to the same Vesting schedule and forfeiture
rules applicable to the related RSU Award.
	 
	8.0	 	VESTING AND PAYMENT OF AWARDS





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	8.1	 	Vesting. Each Award shall Vest in accordance with the Vesting schedule contained in each
Award Letter, as determined by the Committee in its sole discretion, unless Vesting is
accelerated in accordance with Section 8.2 or 10 below.
	 
	8.2	 	Vesting Due to a Change in Control. During the one-year period immediately following the
Change-in-Control Date, a Participant’s unvested Awards shall 100% immediately Vest as of the
date of an involuntary termination of the Participant’s employment by the Company without
Cause.
	 
	8.3	 	Payment of RSU Awards. RSUs that Vest shall be Paid to the Participant within 75 days after
a Vesting Date, based on the most recent Valuation, provided that if all or a portion of the
RSUs are subject to a valid deferral in accordance with Section 7.4 above, then such RSUs
shall be Paid in accordance with such Deferral Payment Date based on the most recent Valuation
prior to the Deferral Payment Date.
	 
	8.4	 	Payment of SAR Awards. SARs that Vest shall be paid to the Participant by March 15
immediately following the December 31, 2012 final Vesting Date, but not later than 75 days
after a Vesting Date based on (i) if the Participant’s employment has not been terminated
prior to the date of Payment, then the most recent Valuation or (ii) if the Participant’s
employment has been terminated (including termination due to death) prior to the date of
Payment, then the most recent Valuation preceding the date of the termination of the
Participant’s employment (including a termination due to death).
	 
	8.5	 	Payment of Dividend Equivalents. Dividend Equivalents (if any) shall be paid when the
related RSU Award is paid to the Participant in accordance with Section 8.3 above.
	 
	9.0	 	RESTRICTIVE COVENANTS
	 
	9.1	 	Non-Competition. While the Participant is employed by the Company or a Subsidiary, and
during the 1-year period immediately following the date of any termination of the
Participant’s employment with the Company or a Subsidiary, such Participant shall not at any
time, directly or indirectly, whether on behalf of himself or herself or any other person or
entity, engage in a Competitive Activity.
	 
	9.2	 	Non-Solicitation of Customers/Clients and Employees. While the Participant is employed by
the Company or a Subsidiary, and during the 2-year period immediately following the date of
any termination of the Participant’s employment with the Company or a Subsidiary, such
Participant shall not at any time, directly or indirectly, whether on behalf of himself or
herself or any other person or entity (i) solicit any client and/or customer of the Company or
any Subsidiary with respect to a Competitive Activity or (ii) solicit or employ any employee
of the Company or any Subsidiary, or any person who was an employee of the Company or any
subsidiary during the 60-day period immediately prior to the Participating Senior Leader’s
termination, for the purpose of causing such employee to terminate his or her employment with
the Company or such Subsidiary.
	 
	9.3	 	Confidentiality. While the Participant is employed by the Company or a Subsidiary, and at
all times thereafter, a Participant shall not disclose to anyone or make use of any trade
secret or proprietary or confidential information of the Company, including such trade secret
or proprietary or confidential information of any customer or client or other entity to which
the Company owes an obligation not to disclose such information, which he or she acquires
during his or her employment with the Company, including but not limited to records kept in
the ordinary course of business, except:






	 	(a)	 	as such disclosure or use may be required or appropriate in connection with his
or her work as an employee of the Company; or
	 
	 	(b)	 	when required to do so by a court of law, by any governmental agency having
supervisory authority over the business of the Company or by any administrative or
legislative body (including a committee thereof) with apparent jurisdiction to order
him or her to divulge, disclose or make accessible such information; or





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	 	(c)	 	as to such confidential information that becomes generally known to the public
or trade without his or her violation of this Section 9.3; or
	 
	 	(d)	 	to the Participant’s spouse, attorney, and/or his or her personal tax and
financial advisors as reasonably necessary or appropriate to advance the Participant’s
tax, financial and other personal planning (each an “Exempt Person”), provided,
however, that any disclosure or use of any trade secret or proprietary or confidential
information of the Company by an Exempt Person shall be deemed to be a breach of this
Section 9.3 by the Participant.






	9.4	 	Non-Disparagement. While the Participant is employed by the Company or a Subsidiary, and at
all times thereafter, a Participant shall not make any statements or express any views that
disparage the business reputation or goodwill of the Company and/or any of its Subsidiaries,
affiliates, investors, members, officers, or employees.
	 
	9.5	 	Enforcement of Section 9. If a Participant materially violates any provision of this Section
9, he or she shall immediately forfeit any right, title and interest to any Award that has not
yet been paid. In addition, such Participant shall be required to repay to GMAC LTIP LLC a
cash amount equal to the value of all Payments made during the 24-month period ending on the
date the Company initiates an enforcement action under this Section 9 and shall reimburse the
Company for its legal fees and costs associated with recovery of these amounts.
	 
	9.6	 	Enforcement of Non-Competition, Non-Solicitation and Confidentiality Covenants. If a
Participant violates or threatens to violate any provisions of this Section 9, the Company
shall not have an adequate remedy at law. Accordingly, the Company shall be entitled to such
equitable and injunctive relief, without the posting of a bond, as may be available to
restrain the Participant and any business, firm, partnership, individual, corporation or
entity participating in the breach or threatened breach from the violation of the provisions
of this Section 9. Nothing in the Plan shall be construed as prohibiting the Company from
pursuing any other remedies available at law or in equity for breach or threatened breach of
this Section 9, including the recovery of damages. If the Company is successful in enforcing
its rights under this provision, the affected Participant shall reimburse the Company for its
legal fees and costs associated with such enforcement action.
	 
	10.0	 	TERMINATION OF EMPLOYMENT; OTHER DISTRIBUTIONS
	 
	10.1	 	Death. If a Participant dies prior to a Payment, then the Participant’s Unvested Awards shall
Vest (if at all) as of the date of death of such Participant in accordance with the Award
Letter.
	 
	10.2	 	Termination of Employment Due to Disability. If a Participant’s employment is terminated due
to Disability prior to a Payment, then the Participant’s Unvested Awards shall Vest (if at
all) as of the date of such termination of employment in accordance with the Award Letter.
	 
	10.3	 	Termination for Cause. If a Participant’s employment is terminated by the Company or a
Subsidiary for Cause prior to a Payment, then the Participant’s Vested and Unvested Awards
shall be immediately forfeited as of the date of such termination of employment.
	 
	10.4	 	Termination without Cause. If a Participant’s employment is terminated by the Company or a
Subsidiary without Cause, including a Qualified Termination under the GMAC Senior Leadership
Severance Plan effective as of June 1, 2008, prior to a Payment, then:






	 	(a)	 	the Participant’s Unvested Award shall Vest (if at all) in accordance with the
Award Letter; and
	 
	 	(b)	 	all other of the Participant’s Unvested Awards shall be immediately forfeited
as of the date of such termination of employment.





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	10.5	 	Termination by Participant. If a Participant’s employment is terminated by the Participant
prior to a Payment, then the Participant’s Unvested Awards shall be immediately forfeited as
of the date of such termination of employment.
	 
	10.6	 	Disability. The Committee, in its sole discretion, may provide in the Award Letter or take
such unilateral action so that Awards will be Paid if a Participant is Disabled (even if the
Participant’s employment with the Company or a Subsidiary is not terminated), provided that
such Payment fully complies with Code Section 409A.
	 
	10.7	 	Unforeseeable Emergency. The Committee, in its sole discretion, may provide in the Award
Letter or take such unilateral action so that all or a portion of the Awards will be Paid if a
Participant has an Unforeseeable Emergency, provided that such Payment fully complies with
Code Section 409A.
	 
	10.8	 	Section 409A Mandatory 6-Month Delay. Notwithstanding anything contained in the Plan to the
contrary, if the Committee determines that the Participant is a “specified employee” as such
term is defined and used under Code Section 409A(a)(2)(B)(i) and Treasury Regulation Section
1.409A-3(i)(2), then all Payments based on a termination of employment shall be subject to a
mandatory delay and Paid on the first day of the 7th month following the date that would have
been the date of Payment if the Participant had not been determined by the Committee to be a
“specified employee” and based on the most recent Valuation as of the date that would have
been the date of Payment had the Participant had not been determined by the Committee to be a
specified employee.
	 
	11.0	 	CLAIMS
	 
	11.1	 	Claims Procedure. If any Participant or Beneficiary, or his or her legal representative, has
a claim for benefits under the Plan which is not being paid, such claimant may file a written
claim with the Committee setting forth the amount and nature of the claim, supporting facts,
and the claimant’s address. Written notice of the disposition of a claim by the Committee
shall be furnished to the claimant within 90 days after the claim is filed. In the event of
special circumstances, the Committee may extend the period for determination for up to an
additional 90 days, in which case it shall so advise the claimant. If the claim is denied,
the reasons for the denial shall be specifically set forth in writing, pertinent provisions of
the Plan shall be cited, including an explanation of the Plan’s claim review procedure, and,
if the claim is perfectible, an explanation as to how the claimant can perfect the claim shall
be provided.
	 
	11.2	 	Claims Review Procedure. If a claimant whose claim has been denied wishes further
consideration of his or her claim, he or she may request the Committee to review his or her
claim in a written statement of the claimant’s position filed with the Committee no later than
60 days after receipt of the written notification provided for in Section 11.1 above. The
Committee shall fully and fairly review the matter and shall promptly advise the claimant, in
writing, of its decision within the next 60 days. Due to special circumstances, the Committee
may extend the period for determination for up to an additional 60 days, in which case it
shall so advise the claimant.
	 
	12.0	 	TAXES
	 
	12.1	 	Withholding Taxes. The Company and/or GMAC LTIP LLC shall be entitled to withhold from any
and all payments made to a Participant under the Plan all federal, state, local and/or other
taxes or imposts which the Company determines are required to be so withheld from such
payments or by reason of any other payments made to or on behalf of the Participant or for his
or her benefit hereunder.
	 
	12.2	 	Golden Parachute Excise Tax Reduction. If a Participant becomes subject to the excise tax
imposed by Code Section 4999 (the “Parachute Excise Tax”), then the Company and the
Participant agree that the aggregate “parachute payment” (as such term is used under Code
Section 280G) shall be reduced to 299.99% of the Participant’s “base amount” (as such term is
used under Code Section





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	 	 	280G). If such reduction occurs under this Section 12.2, the Participant may select in his
or her own discretion what portion of the parachute payments will be so reduced.
	 
	12.3	 	Code Section 409A. The Plan is subject to Code Section 409A. Notwithstanding anything
contained in the Plan to the contrary, the Committee shall have full authority to operate the
Plan and to override or amend any provision in the Plan or any Award Letter in order for the
Plan to be fully compliant — both in form and in operation — with Code Section 409A.
	 
	12.4	 	No Guarantee of Tax Consequences. No person connected with the Plan in any capacity,
including, but not limited to, the Company and any Subsidiary and their directors, officers,
agents and employees, makes any representation, commitment, or guarantee that any tax
treatment, including, but not limited to, federal, state and local income, estate and gift tax
treatment, will be applicable with respect to amounts payable or provided under the Plan, or
paid to or for the benefit of a Participant under the Plan, or that such tax treatment will
apply to or be available to a Participant on account of participation in the Plan.
	 
	13.0	 	MISCELLANEOUS
	 
	13.1	 	Listing of Awards and Related Matters. If at any time the Committee shall determine that the
listing, registration or qualification of Awards with respect to any Award on any securities
exchange or under any applicable law, or the consent or approval of any governmental
regulatory authority, is necessary or desirable as a condition of, or in connection with, the
granting of an Award, such Award may not be exercised, distributed or paid out, as the case
may be, in whole or in part, unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not acceptable to the
Committee.
	 
	13.2	 	No Right, Title, or Interest in Company Assets. Participants shall have no right, title, or
interest whatsoever in or to any investments which the Company may make to aid it in meeting
its obligations under the Plan. Nothing contained in the Plan, and no action taken pursuant
to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary
relationship between the Company and any Participant, beneficiary, legal representative or any
other person. To the extent that any person acquires a right to receive payments from the
Company under the Plan, such right shall be no greater than the right of an unsecured general
creditor of the Company. All payments to be made hereunder shall be paid from the general
funds of the Company and no special or separate fund shall be established and no segregation
of assets shall be made to assure payment of such amounts except as expressly set forth in the
Plan.
	 
	13.3	 	Nontransferability. Awards granted under the Plan, and any rights and privileges pertaining
thereto, may not be transferred, assigned, pledged, or hypothecated in any manner, by
operation of law or otherwise, other than by will or by the laws of descent and distribution.
	 
	13.4	 	Voting and Distribution Rights. A Participant shall not be entitled to any voting rights,
distributions or any other rights or privileges of an equity holder as a result of the grant
of an Award.
	 
	13.5	 	No Right to Continued Employment or Service or to Grants. The Participant’s rights, if any,
to continue to serve the Company or any Subsidiary as an officer, employee, or otherwise,
shall not be enlarged or otherwise affected by his or her designation as a Participant under
the Plan, and the Company or the applicable Subsidiary reserves the right to terminate the
employment of any Employee at any time. The adoption of the Plan shall not be deemed to give
any Employee or any other individual any right to be selected as a Participant or to be
granted an Award.
	 
	13.6	 	Awards Subject to Foreign Laws. The Committee may grant Awards to individual Participants
who are subject to the tax and/or other laws of nations other than the United States, and such
Awards may have terms and conditions as determined by the Committee as necessary to comply
with applicable foreign laws. The Committee may take any action that it deems advisable to
obtain approval of such





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	 	 	Awards by the appropriate foreign governmental entity; provided, however, that no such
Awards may be granted pursuant to this Section 13.4 and no action may be taken which would
result in a violation of the Exchange Act or any other applicable law.
	 
	13.7	 	Governing Law. The Plan, all Awards granted hereunder, and all actions taken in connection
herewith shall be governed by and construed in accordance with the laws of the State of
Michigan without reference to principles of conflict of laws, except as superseded by
applicable federal law.





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