Exhibit 10.1


 


 


 





SEPARATION
AND TRANSITION SERVICES AGREEMENT


 


Christopher
Halmy and the Company (as defined in the next sentence) have reached the following Separation and Transition Services Agreement
(the “Agreement”). In this Agreement, "Employee" refers to Christopher Halmy, "Company" refers
to Ally Financial Inc. and its affiliates (including Ally Bank) and divisions, and “Released Parties” refers to the
Company, its shareholders, predecessors, successors, joint ventures, employee benefit plans, directors, officers, agents, employees,
and assigns.


 


WHEREAS
Company and Employee have agreed that it is in their best interest to terminate their employment relationship according to the
terms set forth below, and THEREFORE, the parties agree as follows:


 


		1.	Provided
                                         this signed and notarized document is received by Kathleen Patterson, Ally Chief Human
                                         Resources Officer, 500 Woodward Ave., Detroit, MI 48226, no later than December 28, 2017,
                                         and not revoked in accordance with Paragraph 18 and provided further that Employee signs
                                         and returns the notarized Re-Acknowledgement appended to this Agreement to Kathleen Patterson
                                         (or her designate) on his last day of employment:



 


		a.	Effective
                                         March 1, 2018, Employee will resign from his position as Chief Financial Officer (“CFO”)
                                         and all related board and management committee positions and commence a transitional
                                         assignment reporting directly to the Company’s Chief Executive Officer in the role
                                         of Senior Adviser.



 


		b.	As
                                         Senior Adviser, Employee’s primary role will be to assist with the transition of
                                         CFO responsibilities to the incoming CFO and provide such other assistance to the Company
                                         as the Company may reasonably require.



 


		c.	From
                                         the date of this Agreement through the end of the transitional assignment, Employee will:



 


		i.	receive
                                         the same base salary (i.e., $600,000.00 annually);



 


 






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		ii.	remain
                                         eligible for 2017 cash and equity-based incentive-compensation awards commensurate with
                                         the CFO role and his and the Company’s 2017 performance as determined by the Company’s
                                         Compensation, Nominating, and Governance Committee in early 2018;



 


		iii.	remain
                                         eligible for equivalent benefits and perquisites, including the same broad-based benefits
                                         to which other active Company employees are eligible (e.g., 401(k), medical coverage,
                                         life insurance);



 


		iv.	be
                                         subject to all the same terms and conditions of employment to which other active Company
                                         employees are subject; and



 


		v.	not
                                         be eligible to receive any 2018 incentive compensation.



 


		d.	Employee’s
                                         transitional assignment will end on June 1, 2018, at which point Employee’s employment
                                         will terminate by mutual consent. Provided Employee has satisfied the terms and conditions
                                         contained in this Agreement, Employee will receive:



 


		i.	as
                                         soon as reasonably practicable after June 1, 2018, a lump sum cash payment of $450,000.00,
                                         less applicable tax withholdings and any outstanding debts to the Company, including
                                         but not limited to any corporate credit card balance; and



 


		ii.	up
                                         to $20,000.00 in outplacement assistance through the vendor of Employee’s choosing.



 


		2.	Employee
                                         agrees that the elements of consideration referred to in Paragraph 1 are more than the
                                         Company is required to provide under its normal policies and procedures. Employee agrees
                                         to remain actively employed in good standing and meet the specific objectives required
                                         of his role as CFO through March 1, 2018 and then as Senior Adviser during the transitional
                                         assignment. Notwithstanding the above, if Employee wishes to terminate his employment
                                         prior to June 1, 2018, he will provide the Company with at least two weeks advance notice,
                                         at which point:



 


		a.	the
Company may agree to a new separation date, record Employee’s mutual-consent separation as occurring on the new date, pay
Employee the separation allowance and outplacement assistance as provided in Paragraph 1.d, and provide the favorable equity award
treatment described in Paragraph 5 but no



 






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salary, other compensation, or benefits or perquisites
                                         after the new separation date; or


 


		b.	the
                                         Company may not agree to a new separation date, such agreement not to be unreasonably
                                         withheld, and deem Employee’s separation as a voluntary resignation effective two
                                         weeks from the date of his notice, meaning Employee will not receive further salary and
                                         other compensation as of the new separation date, benefits and perquisites will be terminated
                                         at the end of the month in which the separation occurs, Employee forfeits the separation
                                         allowance and outplacement assistance described in Paragraph 1.d, and Employee loses
                                         the favorable equity award treatment described in Paragraph 5.



 


Under
either scenario 2.a or 2.b, the release language contained in Paragraph 3 remains in full force and effect.


 


		3.	Employee
                                         for himself, family, heirs, insurers, assigns, and representatives further agrees to
                                         release the Released Parties from all rights, claims, and demands he may have based on
                                         or related to his employment with the Company, this Agreement, or the termination of
                                         his employment, in each case, of any kind or nature whatsoever, whether accrued or un-accrued
                                         or known or unknown, up to the effective date of this Agreement. This waiver and release
                                         specifically includes, without limitation, a waiver and release of any rights, claims,
                                         or demands Employee may have under: 



 


		·	the
                                         Employee Retirement Income Security Act of 1974, as amended, which regulates employee
                                         benefit plans; 



 


		·	Title
                                         VII of the Civil Rights Act of 1964, as amended, the Civil Rights and Women’s Equity
                                         Act of 1991, as amended, and the Equal Pay Act of 1963, as amended, which prohibit discrimination
                                         in employment based on race, color, national origin, religion, or sex; 



 


		·	the
                                         Age Discrimination in Employment Act, which prohibits discrimination based on age; 



 


		·	the
                                         Rehabilitation Act of 1973, as amended, and the Americans with Disabilities Act, as amended,
                                         which prohibit discrimination based on disability; 



 


		·	the
                                         Family and Medical Leave Act, as amended; 



 


		·	the
                                         Worker Adjustment and Retraining Notification Act (WARN), as amended;



 


		·	the
                                         National Labor Relations Act, as amended; 



 


		·	state
                                         fair employment practices or civil rights laws; and 



 






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		·	any
                                         other federal, state, or local laws or any common law actions relating to employment
                                         or employment discrimination.



 


This
waiver and release includes, without limitation, any rights, claims, or demands arising under tort, contract, or quasi-contract,
such as breach of employment contract, either expressed or implied, violation of public policy, breach of implied covenant of
good faith and fair dealing, intentional infliction of emotional distress, negligent infliction of emotional distress, fraud,
false imprisonment, invasion of privacy, commercial or trade defamation, defamation, slander, libel, tortious interference with
contract or prospective business advantage, promissory estoppel, and wrongful discharge. This waiver and release does not foreclose
Employee’s ability to file an administrative charge with the Equal Employment Opportunity Commission (“EEOC”),
but Employee expressly waives and releases any right or claim to or demand for monetary relief in relation to any charge he files
should any administrative agency, including but not limited to the EEOC, pursue any claim on his behalf to the maximum extent
permitted by law. This waiver and release does not include any claims: (a) to vested 401(k) benefits; (b) to unemployment compensation;
or (c) under the express terms of this Agreement. If any right, claim, or demand is not subject to waiver or release, to the extent
permitted by law, Employee waives and releases any right or ability to be a class or collective action representative or
to otherwise participate in any putative or certified class, collective, or multi-party action or proceeding based on or
related to such a right, claim, or demand in which any Released Party is a party.  Employee promises not to consent to become
a member of any class or collective in a case in which rights, claims, or demands are asserted against any Released Party that
are related in any way to his


 






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employment with the Company, this Agreement, or the termination of his employment with Company.
If Employee is made a member of a class or collective in any such proceeding, Employee will immediately opt out of the class or
collective.


 


		4.	Employee
                                         understands and agrees that, by signing this Agreement, he expressly waives and releases
                                         any right, claim, or demand to severance benefits under the Ally Financial Inc. Severance
                                         Plan. 



 


		5.	Employee
                                         understands and agrees that the termination of his employment by mutual consent is not
                                         a termination for “Cause” as defined under the Ally Financial Inc. Incentive
                                         Compensation Plan (“ICP”) or any predecessor or successor plan. As such,
                                         Employee’s then unvested time-based restricted stock awards will fully vest on
                                         June 1, 2018 with each such award settling as originally scheduled. Additionally, Employee’s
                                         then unvested performance-based stock awards will fully vest on June 1, 2018 with each
                                         such award settling as originally scheduled subject to (a) the achievement of the related
                                         performance goals and (b) if the achievement of the related performance goals exceeds
                                         the target, a proration of the number of shares distributable in excess of the target
                                         number of shares based on the number of calendar days during the performance period when
                                         Employee was employed by Company. All terms and conditions contained in the ICP and Employees’
                                         award letters remain in full force and effect.



 


		6.	The
                                         Company makes this Agreement to avoid the cost of defending against any possible lawsuit
                                         or claims. By making this Agreement, the Company does not admit that it has done anything
                                         wrong.



 






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		7.	If
                                         the Company successfully asserts this Agreement as a defense against a future lawsuit,
                                         claim, or demand of Employee, Employee will pay for all costs incurred by the Company,
                                         including reasonable fees of attorneys, in defending against such a lawsuit, claim, or
                                         demand.



 


		8.	Employee
                                         is advised to consult with an attorney before signing this Agreement. Employee understands
                                         that whether or not he does so is his decision and that he will have until December 28,
                                         2017, to accept or reject this Agreement.



 


		9.	Employee
                                         understands that, following his June 1, 2018 separation, he has no right to reemployment
                                         with Company and any reemployment decision is solely within the Company’s discretion.



 


		10.	Employee
                                         agrees and acknowledges that during the course of his employment with the Company he
                                         had access and was privy to documents, materials, and other tangible or intangible information
                                         relating to the Company that are of a confidential or proprietary nature or that constitute
                                         or contain trade secrets, privileged information, attorney work product, or matters subject
                                         to an attorney-client privilege, the disclosure of which will cause irreparable harm
                                         to the Company. As part of this Agreement, Employee affirms his legal duties regarding
                                         this information and agrees to return such information which is in his possession or
                                         under his control or which has been given to others, and agrees that he will not discuss,
                                         disclose, or make available to any person or entity any of that information without the
                                         express permission of the Company. Nothing in this Agreement prohibits Employee or his
                                         attorney from (a) initiating communications directly with, responding to any inquiry
                                         from, or providing testimony before the SEC, FINRA, or any other self-regulatory 



 






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organization
                                         or any other state or federal regulatory authority or (b) disclosing any such information
                                         to the extent required by law or binding judicial or other governmental order or process,
                                         provided that Employee gives prompt notice of such requirement to the Company, if legally
                                         permissible. Employee acknowledges that a breach of this Paragraph 10 will entitle Company
                                         to legal and equitable relief.


 


		11.	Employee
                                         acknowledges that he is able to work and suffers from no disability that would preclude
                                         him from doing his regularly assigned job.



 


		12.	Employee
                                         understands and agrees that the existence and terms of this Agreement may be publicly
                                         disclosed in accordance with applicable law; provided, however, that the negotiations,
                                         discussions, and proceedings leading up to this Agreement are confidential and that neither
                                         he, nor his attorney, nor any individual acting on his behalf shall disclose any of these
                                         matters to any person or entity, except as expressly required by law.



 


		13.	Employee
                                         agrees to cooperate with the Company and its legal counsel on any matters relating to
                                         the conduct of any administrative or judicial litigation, claim, demand, suit, investigation,
                                         or proceeding involving the Company in connection with any facts or circumstances occurring
                                         during his employment with the Company. The Company agrees to cooperate in scheduling
                                         the obligations hereunder at a mutually agreeable time and place, and reimburse Employee
                                         for all reasonable associated expenses.



 


		14.	Employee
                                         will retain all rights to be indemnified by the Company pursuant to Company policy in
                                         connection with any third-party claims, investigations, or proceedings.



 






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		15.	Employee
                                         affirms that he will or, as of his separation date, he has returned all Company property,
                                         including but not limited to computer laptops, cell phones, Company credit and telephone
                                         cards, ID cards, building passes, keys and any other item or items that were either issued
                                         or purchased by the Company.



 


		16.	Employee
                                         will be permitted to remove from Company premises his personal papers and personal electronic
                                         files, personal contact lists, files of nonproprietary third-party research and media
                                         articles, and personal effects from his office, subject to whatever oversight the Company
                                         deems necessary to be confident that such files and effects do not contain Company property
                                         or information that is confidential or other classification as described in Paragraph
                                         10.



 


		17.	Employee
                                         understands that he has been given a period of at least twenty-one (21) days to review
                                         and consider this Agreement before signing it. Employee further understands that he may
                                         use as much of this period as he wishes prior to signing. In order for this Agreement
                                         to become effective, Employee must return a signed and notarized original to Kathleen
                                         Patterson as per Paragraph 1 no later than December 28, 2017. If executed or returned
                                         after that date, Company, in its sole discretion, may declare this Agreement null and
                                         void.



 


		18.	Employee
                                         may revoke this Agreement within seven (7) days of signing it. Revocation can be made
                                         by delivering a written notice to Kathleen Patterson. For this revocation to be effective,
                                         written notice must be received by Kathleen Patterson no later than the seventh (7th)
                                         day after Employee signs this Agreement. If Employee revokes this Agreement, it will
                                         not be effective or enforceable and he will not receive the benefits described in Paragraph
                                         1.



 






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		19.	This
                                         Agreement will be governed by North Carolina law without regard to its conflict of laws
                                         provisions. For purposes of enforcement of this Agreement, Employee agrees to submit
                                         to the jurisdiction of any federal or state court in North Carolina. Should any provision
                                         of this Agreement be declared illegal or unenforceable by any court of competent jurisdiction
                                         and cannot be modified to be enforceable, excluding the release language in Paragraph
                                         3, only such provision will be affected, leaving the remainder of this Agreement in full
                                         force and effect. However, if any portion of the release language in Paragraph 3 is declared
                                         unenforceable for any reason as a result of any lawsuit, claim, or demand by Employee,
                                         Employee will return to Company the payments paid in accordance with Paragraph 1 in addition
                                         to any amounts he must pay in accordance with Paragraph 7.



 


		20.	This
                                         is the entire agreement between Employee and Company. The Company has made no promises
                                         to Employee other than those in this Agreement.



 


 


 


 


 


INTENTIONALLY
BLANK


 


 


 


 


 


 




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EMPLOYEE
ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT, UNDERSTANDS IT AND IS VOLUNTARILY ENTERING INTO IT. PLEASE READ THIS AGREEMENT CAREFULLY.
IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. 


 


Accepted:


 





	/s/ Christopher Halmy	 	12/8/2017	 
	Christopher Halmy	 	Dated	 




 








	State Of:  	 	 	 


 


	County Of: 	 	 	 




 


On this ______day of __________________,
before me personally came ________________ to me known to be the person described in and who executed the foregoing Agreement
and that he duly acknowledged to me that he executed the same.


 





	 	 
	Notary Public	 




 


Accepted:


 





	/s/ Kathleen Patterson	 	12/8/2017	 
	Kathleen Patterson

        Ally Financial Inc.
	 	Dated	 




 


 


 



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Re-Acknowledgement


 


EMPLOYEE
RE-ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT, UNDERSTANDS IT AND IS VOLUNTARILY RE-ENTERING INTO IT AS OF THE LAST DATE OF
HIS EMPLOYMENT. PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. 


 


Re-accepted
as of June 1, 2018:


 


 





	 	 	 	 
	Christopher Halmy	 	Dated	 


 


 

	State Of:  	 	 	 


 


	County Of: 	 	 	 




 





On this ______day of __________________,
before me personally came ________________ to me known to be the person described in and who executed the foregoing Agreement
and that he duly acknowledged to me that he executed the same.


 


 





	 	 
	Notary Public	 


 


 


Re-Accepted
as of June 1, 2018:


 


 


 





	 	 	 	 
	Kathleen Patterson

        Ally Financial Inc.
	 	Dated	 


 


 






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