exv10w5







Exhibit 10.5









GMAC Long-Term Incentive Plan LLC

200 Renaissance Center, M/C482-B14-D46, Detroit, MI. 48265




[grant date]




[full name]




Re: GMAC Long-Term Incentive Plan LLC Long-Term Equity Compensation Incentive Plan




Dear [Participant’s First Name]:





	1.	 	You have been granted an Award under the GMAC Long-Term Incentive Plan LLC Long-Term Equity
Compensation Incentive Plan (the “Plan”). The grant date of your Award is [grant date] (“Grant
Date”). A copy of the Plan is attached. Capitalized terms not defined in this Award Letter
will have the meanings as defined in the Plan.






	2.	 	Your Award is granted to you as a matter of separate inducement and is not in lieu of salary
or other compensation for your services. Your Award is granted to you in exchange for your
relinquishment of any right, title and interest with respect to any and all of your grants
under the GMAC Management LLC Class C Membership Interests Plan (MPI) and/or the GMAC
Long-Term Incentive Plan LLC Long-Term Phantom Interest Plan (LTIP).






	3.	 	Your Award will become effective after you have signed and dated one copy of this Award
Letter and have returned the signed copy to Rhonda Carey at 200 Renaissance Center, MC:
482-B14-D64, Detroit, MI 48265. If you do not sign and return this Award Letter within 30
days of the date of this Award Letter, then we will assume that you do not want this Award,
and this Award will be null and void and without any further force or effect.
	 
	4.	 	Your Award is an RSU Award with [ ]bps.
	 
	5.	 	Your RSU Award Vest as follows, and will be Paid as elected by you below:





	 	 	 	 
	 	• 20% on December 31, 2008;

	 	o within 75 days of the Vesting Date, or
	 
	 	 

	 	o on the Deferral Payment Date
	 
	 	• 20% on December 31, 2009;

	 	o within 75 days of the Vesting Date, or
	 
	 	 

	 	o on the Deferral Payment Date
	 
	 	• 20% on December 31, 2010;

	 	o within 75 days of the Vesting Date, or
	 
	 	 

	 	o on the Deferral Payment Date
	 
	 	• 20% on December 31, 2011;

	 	o within 75 days of the Vesting Date, or
	 
	 	 

	 	o on the Deferral Payment Date
	 
	 	• 20% on December 31, 2012.

	 	o within 75 days of the Vesting Date, or
	 
	 	 

	 	o on the Deferral Payment Date







All elections made in this paragraph 5 are irrevocable. Failure to make an election in
this paragraph 5 will result in all payments being made within 75 days of the Vesting Date.



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[name]

[date]





	6.	 	If your employment is terminated due to death or Disability, then the next 20% tranche of
your Unvested Award will immediately Vest and be Paid within 75 days of this new Vesting Date.
The remaining Unvested portion of your Award will be forfeited.






	7.	 	If your employment is terminated by the Company Without Cause, then the next 20% tranche of
your Unvested Award will Vest as determined by the schedule above and the remaining Unvested
portion of your Award will be forfeited. However, the Payment of your Award will be
determined based on the most recent Valuation preceding your termination of employment.






	8.	 	During the 1-year period immediately following a Change-in-Control Date,100% of your Unvested
Award will immediately Vest on the date of your termination of employment by the Company
without Cause.






	9.	 	You understand and acknowledge that your Award is subject to the rules under Code Section
409A, and that you agree and accept all risks (including increased taxes and penalties)
resulting from Code Section 409A.






	10.	 	Your FY 2008 Award will be subject to and governed by the terms and conditions of this Award
Letter and the Plan. As a Participant, you agree to abide by the terms and conditions of this
Award Letter and the Plan. Please indicate your receipt of the Plan, your deferral payment
election, and your acceptance of and agreement to the terms and conditions of this Award
Letter and the Plan, by signing in the indicated space below within 30 days of the date of
this Award Letter.





	 	 	 
	 

	 	Sincerely yours,
	 
	 

	 	
	 

	 	Anthony S. Marino
	 

	 	GMAC Group VP and Chief HR Officer
	 

	 	[Grant Date]





I ACCEPT AND AGREE TO BECOME A PARTICIPANT IN THE GMAC LONG-TERM INCENTIVE PLAN LLC LONG-TERM
EQUITY COMPENSATION INCENTIVE PLAN (“PLAN”) AND WILL ABIDE BY THE TERMS AND CONDITIONS OF THE PLAN
AND THIS AWARD LETTER.



IN ADDITION, I RELINQUISH ALL RIGHT, TITLE AND INTEREST WITH RESPECT TO ANY AND ALL MPI AND LTIP
AWARD AGREEMENTS, ALL OF WHICH SHALL HAVE NO FURTHER FORCE OR EFFECT.




	 	 	 	 	 
	 
	 

[name]

	 	 

[date]
	 	 






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